/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/120106.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, January 6, 2012, Vol. 16, No. 5 Headlines 155 EAST TROPICANA: Files Reorganization Plan AES EASTERN: Hires Kurtzman Carson as Claims and Noticing Agent AES EASTERN: Makes Debut Court Appearance Amid Opposition AES EASTERN: Parent Says Bankruptcy Won't Affect its Earnings AES EASTERN ENERGY: Meeting to Form Creditors' Panel on Jan. 12 ALL AMERICAN PET: Issues 19.6 Million Common Shares ALMADEN ASSOCIATES: Plan of Reorganization Declared Effective ALTER COMMS: Fails to Submit Chapter 11 Plan at Deadline AMERICAN AIRLINES: Proposes Rothschild as Financial Advisor AMERICAN AIRLINES: Amends ISDA Agreement With Citibank AMERICAN AIRLINES: APFA Hires Jefferies as Financial Advisor AMERICAN DIAGNOSTIC: Plan Filing Deadline Extended to Jan. 16 AMERICAN DEFENSE: West Coast Discloses 9.1% Equity Stake AMERICAN REPROGRAPHICS: Moody's Withdraws 'B1' Corporate ANNA NICOLE SMITH: 7th Circ. Nixes Debtors' Appeals; Cites Smith APPLIED MINERALS: Samlyn Capital Discloses 15.9% Equity Stake ATHENA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors DELTA PRODUCE: Case Summary & 20 Largest Unsecured Creditors CAPITAL HOME: Chapter 11 Reorganization Case Dismissed CAVE LAKES: Sec. 341(a) Creditors' Meeting Set for Feb. 2 CB HOLDING: Exclusive Filing Period Extended to March 11 CDC CORP: CRO Role Expanded; Plan Exclusivity Shortened CDC CORP: Wants Kobre & Kim to Handle Evolution Matters CENTAM PARTNERS: Proposes James Caris as Bankruptcy Counsel CENTAM PARTNERS: Seeks to Hire Robert J. Berney as Accountant CENTRAL BUILDING: Rentschler Okayed as Lease Enforcement Counsel CHRYSLER LLC: Trust Sues Ohio Over Overstated Tax Liabilities CLARE AT WATER TOWER: Taps Deloitte as Restructuring Advisor CLARE OAKS: Trustee Appoints 5-Member Creditors' Panel COACH AMERICA: Judge Approves First Day Motions COACH AMERICA: Taps Perry Street as PR Consultant COACH AMERICA: S&P Cuts Corporate Rating to 'D' on Bankruptcy COACH AMERICA: Moody's Cuts Corporate Family Rating to 'Ca' CONGRESSIONAL HOTEL: Hearing on Baywood Asset Sale Set for Jan. 9 CORD BLOOD: Amends 32.2 Million Common Shares Offering CREDITRON FINANCIAL: Closes $600,000 Sale Deal to Y&B Holdings CRYSTAL CATHEDRAL: Hires CB Richard as Real Estate Broker DELPHI CORP: Hedge Funds Commence Suit vs. Delphi Automotive DELPHI CORP: Retirees React to GAO's Pensions Report DELPHI CORP: Says Sumpter Lacks Standing to Assert Retiree Claims DJSP ENTERPRISES: Inks Forbearance Agreement with BA Note DUNE ENERGY: Strategic Value Discloses 25.3% Equity Stake DUNE ENERGY: Zell Credit Discloses 6.5% Equity Stake DYNEGY INC: Court Directs Appointment of Chapter 11 Examiner DYNEGY INC: Court OKs Amendment of Wells Fargo Plaza Lease DYNEGY INC: Committee Wins Nod of Rules to Share Information DYNEGY INC: Committee Wins Nod to Hire Akin Gump as Counsel DYNEGY INC: Reaches Deal on Description of Notes for Plan Deal EASTBRIDGE INVESTMENT: Sells 500,000 Ordinary Shares for $600,000 EASTERN/505 LP: Files List of 20 Largest Unsecured Creditors EMPIRE RESORTS: Regains Compliance with Nasdaq Bid Price Rule ESTELA'S MEXICAN: Files for Chapter 11 Bankruptcy Protection FONTAINEBLEAU L.V.: Icahn Nevada Seeks Protective Order FONTAINEBLEAU L.V.: Court OKs Rules to Settle Avoidance Suits FONTAINEBLEAU L.V.: Proposes Agreement With IKON Office GARLOCK SEALING: Asbestos Claimants Win OK to Subpoena BofA GENCORP INC: Steel Partners Discloses 6.9% Equity Stake GENERAL GROWTH: Analysts Expect Spinoff Unit's Shares to Fall GENERAL MARITIME: Court Approves Kramer Levin as Counsel GENERAL MARITIME: Jan. 12 Hearing on Panel's Bid to Hire Perella GENERAL MARITIME: Can Access $75-Million of DIP Financing GORDY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors GRAND RIVER: U.S. Trustee Appoints 5-Member Creditors Committee GRUBB & ELLIS: Stockholders Reelect Five Directors to Board HARBOUR EAST: Court Rejects Plan, Orders Conversion to Ch. 7 HAWAII MEDICAL: Liliha & 'Ewa Facilities Will Shut Down Next Week HOLDINGS OF EVANS: Can Use Cash Collateral Through Feb. 1 HOLDINGS OF EVANS: Can Access $100,000 DIP Financing HOSPITAL DAMAS: Court OKs Fiddler Gonzalez as Special Counsel HOWREY LLP: Committee Wants Service to Hispanic Farmers Halted INNER CITY: Union Wants CBA Protected in Asset Sale INTERNATIONAL TEXTILE: Amends GE Loan; Borrowings Hiked by $10MM JAMESON INN: Asked for Jan. 11 Deadline for Schedules JEFFREY L. MILLER: Case Summary & 15 Largest Unsecured Creditors JENNE HILL: Seeks to Employ Bryan C. Bacon, Esq., as Attorney LAGRAVE RECONSTRUCTION: Sec. 341 Creditors' Meeting on Feb. 10 LAGRAVE RECONSTRUCTION: Seeks Mediation With Amegy Bank LE-NATURE'S INC: Former Exec. Gets 15 Years for $668MM Scam LEHMAN BROTHERS: Proposes to Sell Stake in Wilton RE Holdings LEHMAN BROTHERS: Settles With Merrill Lynch Over Fla. Properties LEHMAN BROTHERS: Wants Six-Month Stay of 50 Lawsuits LOS ANGELES DODGERS: Settles Dispute With Ex-CRO G. Wharton LOS ANGELES DODGERS: MLB's Torre Resigns to Join Bidding LOS ANGELES DODGERS: To Settle "Next 50" Developer Claims for $1MM MEDCOM CORRECTIONAL: Case Summary & 2 Largest Unsecured Creditors MEDICAL COST: Case Summary & 20 Largest Unsecured Creditors MERCHANTS MORTGAGE: Taps Laufer and Padjen as Insolvency Counsel MERCHANTS MORTGAGE: Seeks to Employ Anton Collins as Accountants MERCHANTS MORTGAGE: Taps Hunton & Williams as Tax Counsel MERCHANTS MORTGAGE: Seeks to Hire Schlueter as Securities Counsel MERCHANTS MORTGAGE: Taps Greenberg Traurig as Regulatory Counsel MERCHANTS MORTGAGE: Hires Shimel & Bulow as General Counsel MF GLOBAL: Sold Assets to Goldman in Haste Pre-Bankruptcy MF GLOBAL: New Debtors Winding Down Former Businesses MF GLOBAL: Wins Nod to Use Up to $21.3MM in Cash Collateral MF GLOBAL: Wins Approval to Transfer $2.2-Bil. to FCMs MF GLOBAL: Wins Nod to Sell Customer Securities Accounts MF GLOBAL: Court Rules That Giddens Is "Disinterested" MF GLOBAL: SIPA Trustee, et al., File Briefs on Asset Distribution MW GROUP: BofA Opposes Debtor's Access to Cash Collateral NEW LEAF: Incurs $2.5 Million Net Loss in Third Quarter NEXAIRA WIRELESS: In Discussions with Lenders on Forbearance NORTHCORE TECHNOLOGIES: Renews Contract of Enterprise Client NORTHERN BERKSHIRE: Hearing on Cash Collateral Use Set for Jan. 12 NORTHERN BERKSHIRE: Plan Exclusivity Extended Until Feb. 10 NORTHERN BERKSHIRE: U.S. Bank Says Debtor Plan Not Confirmable OPTIMUMBANK HOLDINGS: Seven Directors Elected to Board PACIFIC MONARCH: Section 341(a) Meeting Scheduled for Jan. 19 PACIFIC MONARCH: Files Schedules of Assets and Liabilities PACIFIC MONARCH U.S. Trustee Appoints 3-Member Creditors' Panel PERFORMANCE FOOD: S&P Withdraws 'B' Corporate Credit Rating PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Feb. 24 PLUM TV: Voluntary Chapter 11 Case Summary POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating PRESIDENTIAL REALTY: Leeward Capital Does Not Own Class B Shares QUINCY MEDICAL: Chapter 11 Liquidating Plan Declared Effective REAL MEX: Seeks Approval of Proposed Asset Sale REAL MEX: Bondholders' Trustee Balks at Bid to Challenge Lenders ROCK POINTE: Section 341(a) Meeting of Creditors Today ROTECH HEALTHCARE: Promotes S. Alsene to Chief Operating Officer ROTHSTEIN ROSENFELDT: Funds Inadvertently Helped Fraud Continue SCD ENTERPRISES: Voluntary Chapter 11 Case Summary SCHOMAC GROUP: Plan to Repay Unsecureds Within One Year SEA TRAIL: Court Extends Plan Filing Period to Jan. 26 SEARS HOLDINGS: Hires Retailing Expert to Revamp Flagging Stores SEARS HOLDINGS: Cut by Moody's to 'B3'; Outlook Negative SFVA INC: U.S. Trustee Appoints 5-Member Creditors' Panel SIGNATURE STYLES: Plan Is Unconfirmable, Says U.S. Trustee SOLYNDRA LLC: Judge OKs Release of Trade Secrets to Creditors SOMERSET MEADOWS: Hiring Kutner Miller as Bankruptcy Counsel SOMERSET MEADOWS: Sec. 341 Creditors' Meeting Set for Feb. 6 SPECTRAWATT INC: Fine-Tunes Proposed Plan Disclosures STATION CASINOS: Bankruptcy Court Closes Chapter 11 Cases STATION CASINOS: Files Post-Confirmation Reports for H2 of 2011 STATION CASINOS: ALiante Objects to IRS's "Satisfied" Claim STORAGE MASTERS: Voluntary Chapter 11 Case Summary SUGARLEAF TIMBER: Will Seek Plan Confirmation at March 22 Hearing SUGARLEAF TIMBER: Wants Exclusive Plan Period Extended to April 23 SUMMER VIEW: Proposes Feb. 29 Plan Confirmation Hearing SWISS CHALET: Will Seek Plan Confirmation at Jan. 30 Hearing TRAILER BRIDGE: Files Schedules of Assets and Liabilities TRIBUNE CO: Parties Agree on May Plan Confirmation Hearing TRIBUNE CO: Wins Approval of Randy Michaels Settlement TRIBUNE CO: Wants Stay of Avoidance Suits Until June 30 VILLAGE RESORTS: Section 341(a) Meeting Scheduled for Jan. 25 WASHINGTON MUTUAL: Court OKs Stipulations Over D&O Claims WASTE2ENERGY HOLDINGS: Sec. 341 Meeting of Creditors on Feb. 9 WASTE2ENERGY HOLDINGS: Files List of 20 Largest Unsec. Creditors WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering WEST CORP: Board Approves Amendment to 2006 Exec. Incentive Plan WLG #3, LLC: Voluntary Chapter 11 Case Summary W.R. GRACE: U.S. Trustee Names T. Weschler to Equity Committee W.R. GRACE: R. Ted Weschler Discloses 5.1% Stake in Grace Equity W.R. GRACE: Wants Extension of LOC Termination Until 2013 W.R. GRACE: In Talks Over Kootenai River Asbestos Cleanup W.R. GRACE: Fourth Quarter Results Out Feb. 1 YUKOS OIL: Baker Botts Sues SEC Over Denied FOIA Request * Liquidity Pressures Increase on Junk-Rated Companies * Desgrosseilliers & Kirkland's Miller Join Donlin Recano * Bracewell & Giuliani's Mark Joachim Joins Arent Fox * Morrison & Foerster Elects Todd Goren to Partnership * BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix ********* 155 EAST TROPICANA: Files Reorganization Plan --------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of the Hooters Casino Hotel in Las Vegas filed a Chapter 11 plan on Jan. 3 along with a disclosure statement explaining how the property will be acquired in exchange for debt by Canpartners Realty Holding Co. IV LLC, the owner of 98.4% of the $130 million in 8.75% second-lien senior secured notes. The report relates that in accord with an agreement approved in December by the bankruptcy judge in Las Vegas, the plan must be approved with a confirmation order by March 2. If it's not, secured creditors can foreclose. The report relates that Canpartners is allowing the casino to retain $10.6 million in cash on hand to fund the plan. The cash must cover professional costs and full payment on $3.35 million in secured notes owned by third parties. Unsecured creditors with about $265,000 in claims are to be paid in full. Under the Plan, the first-lien credit facility, with about $14.5 million outstanding, will be assumed by the new owners. Wells Fargo Capital Finance Inc. is agent for holders of first-lien debt. About 155 East Tropicana 155 East Tropicana LLC owns the world's first Hooters Casino Hotel, a 696-room and 4-suite hotel located one block from the Las Vegas Strip and across Tropicana Blvd. from MGM Grand. 155 East Tropicana, along with an affiliate, sought Chapter 11 protection (Bankr. D. Nev. Case No. 11-22216) on Aug. 1, 2011. 155 East sought bankruptcy protection to stop a scheduled Aug. 8 foreclosure of the second-lien debt. The two secured credit facilities were accelerated early this year. Canpartners Realty Holding Co. IV LLC acquired 98.4% of the $130 million in 8.75% second-lien senior secured notes. An additional $32.2 million of interest is owing on the second-lien debt, with US Bank NA as the indenture trustee. Holders of the $14.5 million in first-lien debt have Wells Fargo Capital Finance Inc. as their agent. The first-lien obligation is fully secured. Interest has been paid at the default rate. Gerald M. Gordon, Esq., and Brigid M. Higgins, Esq., at Gordon Silver, in Las Vegas, Nevada, serve as counsel to the Debtors. Garden City Group, Inc., is the claims agent. William G. Kimmel & Associates has been hired to provide an appraisal of the Debtors' casino hotel/property. Alvarez & Marsal serves as financial and restructuring advisor. Innovation Capital LLC serves as financial advisor for capital raising transactions and M&A transactions. AES EASTERN: Hires Kurtzman Carson as Claims and Noticing Agent --------------------------------------------------------------- AES Eastern Energy LP and its affiliates seek Bankruptcy Court authority to employ Kurtzman Carson Consultants LLC as their claims and noticing agent. The Debtors will provide KCC with a $25,000 retainer as part of the parties' employment agreement. Albert Kass, KCC's Vice President for Corporate Restructuring, attests that KCC has no material connection with the Debtors, their creditors, or other parties in interest; does not hold or represent any interest materially adverse to the Debtors' estates; and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About AES Eastern Energy Ithaca, New York-based AES Eastern Energy, L.P. operates four coal-fired electricity generating facilities with a gross capacity of 1,169 MW. AEE leases two of those plants. AEE sells electricity into the spot market at prevailing New York Independent System Operator wholesale market prices. AEE is a special purpose entity that is indirectly wholly owned by AES Corp. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants serves as claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. AES EASTERN: Makes Debut Court Appearance Amid Opposition --------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that AES Eastern Energy made its first appearance in bankruptcy court, days after filing for Chapter 11 with a plan to sell its two upstate New York coal- fired power plants to investors. About AES Eastern Energy Ithaca, New York-based AES Eastern Energy, L.P. operates four coal-fired electricity generating facilities with a gross capacity of 1,169 MW. AEE leases two of those plants. AEE sells electricity into the spot market at prevailing New York Independent System Operator wholesale market prices. AEE is a special purpose entity that is indirectly wholly owned by AES Corp. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants serves as claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. AES EASTERN: Parent Says Bankruptcy Won't Affect its Earnings ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that AES Corp. said Tuesday that the bankruptcy filing of its New York coal plants wouldn't affect the parent company's expected financial results, after warning earlier this year that the plants faced potential closure. About AES Eastern Energy Ithaca, New York-based AES Eastern Energy, L.P. operates four coal-fired electricity generating facilities with a gross capacity of 1,169 MW. AEE leases two of those plants. AEE sells electricity into the spot market at prevailing New York Independent System Operator wholesale market prices. AEE is a special purpose entity that is indirectly wholly owned by AES Corp. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants serves as claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. AES EASTERN ENERGY: Meeting to Form Creditors' Panel on Jan. 12 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Jan. 12, 2012, at 9:30 a.m. in the bankruptcy case of AES Eastern Energy, L.P., et al. The meeting will be held at: The DoubleTree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About AES Eastern Energy Ithaca, New York-based AES Eastern Energy, L.P. operates four coal-fired electricity generating facilities with a gross capacity of 1,169 MW. AEE leases two of those plants. AEE sells electricity into the spot market at prevailing New York Independent System Operator wholesale market prices. AEE is a special purpose entity that is indirectly wholly owned by AES Corp. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A. are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants serves as claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. ALL AMERICAN PET: Issues 19.6 Million Common Shares --------------------------------------------------- All American Pet Company, Inc., on Oct. 1, 2011, sold 19,650,000 shares of the Company's restricted common stock to 11 investors for a total purchase price of $196,500, all which was paid in cash. The 19,650,000 shares of common stock were issued on Dec. 28, 2011. The Company believes that the issuance and sale of the securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by the Company and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. The Company reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in the Company's financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with the Company's management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities. On Dec. 27, 2011, the Company increased the number of authorized common stock from 250,000,000 to 500,000,000 shares. The amendment occurred as a result of the Company's stockholders approving the amendments at the 2011 Annual Meeting of Stockholders. About All American Pet All American Pet Company, Inc., a reporting public company with executive offices in Beverly Hills, California, was incorporated on Feb. 13, 2003. The Company produces, markets, and sells super premium dog food under the brand names Grrr-nola(R)Natural Dog Food and BowWow Breakfast(R) Heart Healthy Dog Food. R. R. Hawkins & Associates International, a PC, in Los Angeles, expressed substantial doubt about All American Pet's ability to continue as a going concern. The independent auditors noted that the Company has incurred net losses since inception, retained deficit and negative working capital. The Company reported a net loss of $7.44 million on $20 of net sales for 2010 (revenue from sales of super-premium dog food products of $146,598 less marketing and product placement fees of $146,578), compared with a net loss of $2.01 million on $0 revenue for 2009. The Company's balance sheet at Dec. 31, 2010, showed $1.08 million in total assets, $4.45 million in total liabilities, and a stockholders' deficit of $3.37 million. ALMADEN ASSOCIATES: Plan of Reorganization Declared Effective ------------------------------------------------------------- The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the Northern District of California granted Almaden Associates, LLC's motion to modify Amended Combined Plan of Reorganization dated June 30, 2011, as modified and supplemented. The Court ordered that the definition of "Effective Date," as modified by the Confirmation Order, is further modified to state in its entirety: "Effective Date" means Dec. 16, 2011, provided, however, if a stay of this Order is in effect on that date, the Effective Date will be the first business day after the date on which no stay of the order is in effect, provided that the order has not been vacated." The Plan was confirmed on Sept. 26, 2011. As reported in the Troubled Company Reporter on Aug. 12, 2011, the treatment of secured creditors varies under the Plan. As to the different mortgage holders, Mechanics Bank will be paid current interest until two years from the Effective Date of the Plan, when it will be paid in full. The notes of other secured creditors will remain secured by the existing liens, will be paid on an interest only basis and will be due in full two years from the Effective Date of the Plan. The Plan dated June 9, 2011, as modified on June 30, 2011, provides that through the ongoing management and sale or refinancing of its real property portfolio, the Debtor will pay all allowed general unsecured creditors in full over a period of two years. Holders of allowed non-priority unsecured claims in the amount of $1,000 or less are unimpaired and each will be paid a lump sum dividend equal to the amount of its allowed claim within 60 days after the Effective Date. Unpaid Allowed priority creditors will be paid in full shortly after confirmation of the Plan. Interest holders will retain their interests. A copy of the Amended Combined Plan And Disclosure Statement is available at http://bankrupt.com/misc/almaden.combinedplanDS.pdf About Almaden Associates, LLC Dublin, California-based Almaden Associates, LLC, is a California limited liability company. Its principal owner (and responsible individual in this Chapter 11 case) is Sidney Corrie, Jr. Its minority member is Corrie Development Corporation, which manages the Debtor's real property portfolio. CDC is wholly-owned by Sidney Corrie, Jr. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 10-41903) on Feb. 22, 2010. The Company estimated its assets and debts at $10 million to $50 million. The Debtor is represented by Joel K. Belway, Esq., at The Law Office of Joel K. Belway, in San Francisco, California, as counsel. ALTER COMMS: Fails to Submit Chapter 11 Plan at Deadline -------------------------------------------------------- Arthur Hirsch at the Baltimore Sun reports that Alter Communications has missed a third deadline set by a federal judge to submit a joint plan to take the company out of bankruptcy. According to the report, the lawyer for Alter Communications said on Jan. 4, 2012, that a unilateral plan filed by the company and opposed by a key creditor presents the "only viable option" to save the company. Days after the plan to have investors take a majority interest was filed in U.S. Bankruptcy Court in Baltimore, the creditor, printer H.G. Roebuck & Son, Inc., formally objected and asked the court to name a Chapter 11 trustee. Alter's lawyer said the company will file a motion opposing a trustee. "No grounds for appointment of a trustee are present here," the report quotes Maria Ellena Chavez-Ruark, Esq., lawyer for Alter, as saying. Ms. Chavez-Ruark said the plan Alter filed last week would have an investor group put $600,000 into the company and take an 80 percent ownership share. She said the investor group, headed by Dr. Scott Rifkin, the managing partner of Mid-Atlantic Health Care LLC, approached Alter in the fall and talks began. 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: Proposes Rothschild as Financial Advisor ----------------------------------------------------------- American Airlines Inc. and its affiliated debtors filed an application seeking court authority to employ Rothschild Inc. as their financial adviser and investment banker. Rothschild, which advised the Debtors before they sought bankruptcy protection, is expected to provide these services: (1) identifying or initiating potential restructuring transactions; (2) reviewing and analyzing the Debtors' assets and their operating and financial strategies; (3) reviewing and analyzing the Debtors' business plans and financial projections; (4) evaluating the Debtors' debt capacity in light of their projected cash flows and assisting in determining the appropriate capital structure for the Debtors; (5) assisting the Debtors and their other professionals in reviewing the terms of any proposed restructuring transaction and in evaluating alternative proposals for a restructuring transaction; (6) determining a range of values for the Debtors and any securities that they offer or propose to offer in connection with a restructuring transaction; (7) reviewing and analyzing any proposals the Debtors receive from third parties in connection with a restructuring transaction; (8) providing advice to the Debtors with respect to, and attending, meetings of their Board of Directors, creditor groups, official constituencies and other interested parties; and (9) participating in hearings and providing testimony with respect to the issues related to any proposed plan. Rothschild will be paid a monthly advisory fee of $200,000 and will be reimbursed for its expenses. The firm will also receive a sum of $15 million when either a bankruptcy plan or restructuring transaction is approved, so-called new capital fees of 1% to 3% of the amount raised, and fee credits. In court papers, David Resnick, chairman of Rothschild's Global Financing Advisory, disclosed that his firm does not hold or represent interest adverse to the Debtors or their estates, and that the firm is a "disinterested person" under Section 101(14) of the Bankruptcy Code. According to The Wall Street Journal, the Debtors paid Rothschild almost $1.6 million in advisory fees in the six months prior to their bankruptcy filing. The Journal added that a retention letter, dated Oct. 17, prompted the payment by the Debtors of a $400,000 retainer and $290,000 in fees to the firm. Judge Sean Lane will hold a hearing on January 27, 2012, to consider approval of the application. The deadline for filing objections is January 20, 2012. 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: Amends ISDA Agreement With Citibank ------------------------------------------------------ American Airlines Inc. and Citibank N.A. reached an agreement, which calls for the amendment of their 1993 ISDA master agreement. The changes to the terms of the ISDA master agreement include the elimination of American Airlines' bankruptcy filing as an event of default; increases in the requirement to provide credit support; and the addition of certain events of default related to the conversion of the airline's Chapter 11 case, appointment of a trustee, and other actions taken by the airline or a third party during the bankruptcy case. A full-text copy of the agreement is available without charge at http://bankrupt.com/misc/AmAir_StipCitibank.pdf Citibank is represented by: Marshall S. Huebner Brian M. Resnick Brian J. Rooder DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 607-7985 E-mail: marshall.huebner@davispolk.com brian.resnick@davispolk.com brian.rooder@davispolk.com 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: APFA Hires Jefferies as Financial Advisor ------------------------------------------------------------ The Association of Professional Flight Attendants hired Jefferies & Co. to serve as its financial adviser during the bankruptcy of AMR Corp., according to a December 29 report by Bloomberg News. "There is no shortcut, there is no alternative," APFA President Laura Glading told the union members in an e-mail. "We have but one choice -- to be equipped to fight as hard and as well as the circumstances demand." The New York-based investment banker joins two law firms already hired by the union, which represents 17,000 active American flight attendants, Bloomberg News reported. The APFA and two other big unions all have seats on the unsecured creditors committee for the bankruptcy of AMR, the parent of American Airlines Inc. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. The Company's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN DIAGNOSTIC: Plan Filing Deadline Extended to Jan. 16 ------------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois entered an order extending until Jan. 16, 2012, American Diagnostic Medicine, Inc.'s time to file a Plan of Reorganization and Disclosure Statement. As reported in the Troubled Company Reporter on Nov. 8, 2011, the Debtor related that the additional time to file the Plan will allow the Debtor to negotiate the terms of a consensual Plan with its secured creditors and the Official Committee of Unsecured Creditors. This is the Debtor's fourth extension motion. The Debtor's secured creditor, Cardinal Health 414, LLC, supported the extension request. About American Diagnostic Batavia, Illinois-based American Diagnostic Medicine Inc. provides imaging technologies to hospitals, clinics, cardiologists, internal medicine groups and other health care providers throughout the United States. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011. In its schedules, the Debtor disclosed $11,298,157 in assets and $11,116,962 in liabilities as of the Petition Date. Miriam R. Stein, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, in Chicago, Illinois, serve as the Debtor's bankruptcy counsel. Matthew E. McClintock, Esq., at Goldstein & McClintock LLC, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. AMERICAN DEFENSE: West Coast Discloses 9.1% Equity Stake -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, West Coast Opportunity Fund, LLC, and its affiliates disclosed that, as of Dec. 29, 2011, they beneficially own 5,000,000 shares of common stock of American Defense Systems, Inc., representing 9.1% of the shares outstanding. A full-text copy of the filing is available at http://is.gd/sRordz About American Defense Hicksville, N.Y.-based American Defense Systems, Inc., is a defense and security products company engaged in three business areas: customized transparent and opaque armor solutions for construction equipment and tactical and non-tactical transport vehicles used by the military; architectural hardening and perimeter defense, such as bullet and blast resistant transparent armor, walls and doors. The Company also operates the American Institute for Defense and Tactical Studies. The Company is in the process of negotiating a sale or disposal of the portion of its business related to the operation of a live-fire interactive tactical training range location in Hicksville, N.Y. The portion of the Company's business related to vehicle anti-ram barriers such as bollards, steel gates and steel wedges that deploy out of the ground was sold as of March 22, 2011. The Company's balance sheet at Sept. 30, 2011, showed $3.9 million in total assets, $4.9 million in total liabilities, and a stockholders' deficit of $1.0 million. As reported in the TCR on April 26, 2011, Marcum LLP, in Melville, New York, expressed substantial doubt about American Defense Systems' ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that as of Dec. 31, 2010, the Company had a working capital deficiency of $14.1 million, an accumulated deficit of $26.3 million, a shareholders' deficiency of $9.8 million and cash on hand of $428,160. AMERICAN REPROGRAPHICS: Moody's Withdraws 'B1' Corporate -------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of American Reprographics Company's for its own business reasons. RATINGS RATIONALE Moody's has withdrawn the ratings for its own business reasons. Ratings withdrawn: Corporate family rating at B1; Probability of default rating at B1; $200 million 10.5% senior unsecured notes due 2016 at B1 (LGD4, 59%); Speculative grade liquidity rating at SGL-3. Headquartered in Walnut Creek, California, American Reprographics Company is a leading reprographics service company in the U.S. The company reported revenues of approximately $426 million for the twelve-months ended September 30, 2011. ANNA NICOLE SMITH: 7th Circ. Nixes Debtors' Appeals; Cites Smith ---------------------------------------------------------------- Greg Ryan at Bankruptcy Law360 reports that the Seventh Circuit ruled Friday it could not review a bankruptcy court's decisions favoring Aurora Health Care Inc. in two proposed privacy class actions brought by debtors, pointing to the U.S. Supreme Court's decision in the Anna Nicole Smith case. The three-judge panel said the bankruptcy judge did not have the constitutional authority to enter summary judgment for Aurora on the debtors' Wisconsin law claims, which alleged Aurora violated their privacy by filing their health records with bankruptcy courts without permission, according to Law360. About Anna Nicole Smith Anna Nicole Smith, formally known as Vickie Lynn Hogan, filed under Chapter 11 in 1996 as part of a struggle over the estate of J. Howard Marshall, whom she married in 1994 when she was 26 and died barely a year after they were wed. Ms. Smith, a former Playboy model and actress, died in February 2007. Mr. Marshall left his estate to his son, E. Pierce Marshall, and nothing to Ms. Smith. Ms. Smith, alleging that her husband had promised to leave her a large share of the estate, won a ruling from a bankruptcy judge in 2000 awarding her $475 million from Mr. Marshall's estate. A federal judge in 2002 reduced that amount to $89 million. The U.S. Court of Appeals for the Ninth Circuit in San Francisco threw out the judgment in 2004, holding that the bankruptcy court didn't have jurisdiction over probate matters. The U.S. Supreme Court in May 2006 issued a decision, overruling the appeals court and finding that the bankruptcy court had jurisdiction, even though the issues also could have been decided in the Texas probate court. The Supreme Court remanded the case for the federal appellate court to decide whether her victory in the bankruptcy and district courts was knocked out because a Texas probate court had entered judgment first against her. On remand from the Supreme Court, the 9th Circuit issued its decision in March 2010, concluding that the bankruptcy court didn't have so-called core jurisdiction. The 9th Circuit noted that before the U.S. district court was able to enter judgment in her favor, the Texas probate court had entered judgment against her saying she was entitled to nothing from her deceased husband's estate. In September 2010, the Supreme Court agreed to take a second look at disputes arising in and related to Ms. Smith's 1996 bankruptcy case and her entitlement to payment of the $449 million bankruptcy court judgment. APPLIED MINERALS: Samlyn Capital Discloses 15.9% Equity Stake ------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Samlyn Capital, LLC, and its affiliates disclosed that, as of Dec. 22, 2011, they beneficially own 15,000,000 shares of common stock of Applied Minerals, Inc., representing 15.95% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/Ik30LJ About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. The Company reported a net loss of $4.77 million for 2010, compared with a net loss of $6.77 million for 2009. The Dragon Mine property has yet to produce any significant revenue and, as such, the Company generated no gross profit for the twelve months ended Dec. 31, 2010, and 2009. As reported by the TCR on April 28, 2011, PMB Helin Donovan, LLP, in Spokane, Washington, after auditing the Company's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit from operations and a net deficiency in working capital. Applied Minerals in its Form 10-Q acknowledged that it has incurred material recurring losses from operations. At March 31, 2011, the Company had aggregate accumulated deficits prior to and during the exploration stage of $33,239,435, in addition to limited cash and unprofitable operations. For the period ended March 31, 2011 and 2010, the Company sustained net losses before discontinued operations of $1,343,240 and $1,084,299, respectively. These factors indicate that the Company may be unable to continue as a going concern for a reasonable period of time, according to the quarterly report. The Company reported a net loss from exploration stage before discontinued operations of $5.60 million on $85,971 of revenue for the nine months ended Sept. 30, 2011, compared with a net loss from exploration stage before discontinued operations of $3.53 million on $0 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $4.91 million in total assets, $4.41 million in total liabilities, and $499,548 in total stockholders' equity. ATHENA DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Athena Development, LLC 100 Main Street, Suite 206 Safety Harbor, FL 34695 Bankruptcy Case No.: 12-00011 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Boulevard, Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 E-mail: sberman@slk-law.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its three largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-00011.pdf The petition was signed by William E. Touloumis, manager. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- SHS Resort LLC 10-25886 10/28/10 DELTA PRODUCE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Delta Produce, L.P. 2001 S. Laredo Street San Antonio, TX 78207 Bankruptcy Case No.: 12-50073 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E. Mulberry Avenue, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: wrdavis@langleybanack.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb12-50073.pdf The petition was signed by W. Scott Jensen, member of Delta Produce Management, LLC, general partner. Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Superior Tomato-Avocado, Ltd. 12-50074 Atled, Ltd. 12-50075 CAPITAL HOME: Chapter 11 Reorganization Case Dismissed ------------------------------------------------------ The Hon. Susan Pierson Sonderby of U.S. Bankruptcy Court for the Northern District of Illinois dismissed the Chapter 11 case of Capital Home Sales, LLC. As reported in the Troubled Company Reporter on Aug. 25, 2011, the Debtors requested for a case dismissal because they are unable to propose a feasible plan of reorganization, and have no assets which a Chapter 7 trustee could administer for the benefit of unsecured creditors. TCF National Bank objected to the Debtors' motion to dismiss out of concern for the Debtors' continued compliance absent active bankruptcy proceedings or alternatively, a Chapter 7 trustee's oversight of the orderly winding down of the estates. TCF related that it has no method of ensuring that the Debtors comply with the terms of the lift stay order, specifically the timely turnover or rental income, without access to the operating reports. According to TCF, it has negotiated with the Debtor three separate, but substantively identical joint stipulations and agreed orders lifting the automatic stays for purposes of allowing TCF to recover and dispose of its collateral consisting of manufactured homes. On Dec. 28, 2011, in a separate filing, the Court authorized the Debtors to use the cash collateral of the secured parties -- TCF National Bank, MB Financial Bank, N.A., Village Bank & Trust, Delaware Place Bank, and First Chicago Bank & Trust. As adequate protection for any diminution in value of the lenders' collateral, the Debtors will grant the secured parties replacement liens on the Debtors' assets. The Court also ordered that any further amounts collected by the Debtor prior to the dismissal of the case for rents, installment payments or for any other reasons will be likewise remitted to the secured lender with an interest in the amounts so received. About Capital Home Portland, Oregon-based Capital Home Sales, LLC -- dba Falcon Financial, LLC; Kestral Financial, LLC; Emerald Financial, LLC; Teal Financial, LLC; Harrier Financial, LLC; Goshawk Financial, LLC; Heron Financial, LLC; Wigeon Financial, LLC; Kestral Onel, LLC; Kestral Rentals; Wigeon Rentals; and Goshawk Rentals -- started as a series of individual companies that performed sales and rental functions for particular manufactured home communities, which communities were often related affiliates of the Company. The Company conducts the foregoing business operation of purchasing, selling, leasing and financing homes. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 10-54387) on Dec. 8, 2010. Donna B. Wallace, Esq., and Joseph A Baldi, Esq., at Baldi Berg & Wallace, Ltd., in Chicago, serve as counsel. The Company estimated assets at $50 million to $100 million and debts at $10 million to $50 million. CAVE LAKES: Sec. 341(a) Creditors' Meeting Set for Feb. 2 --------------------------------------------------------- The U.S. Trustee for the District of Nevada will hold a Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Cave Lakes Canyon LLC on Feb. 2, 2012, at 2:00 p.m. at 341s - Foley Bldg., Rm 1500. The last day to file proofs of claim is May 2, 2012. Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in assets and $3,984,861 liabilities. Judge Bruce A. Markell presides over the case. The Debtor is represented by: Neil J. Beller, Esq. 7408 W. Sahara Ave. Las Vegas, NV 89117 Tel: (702) 368-7767 Fax: (702) 368-7720 E-mail: nbeller@njbltd.com CB HOLDING: Exclusive Filing Period Extended to March 11 -------------------------------------------------------- Judge Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware has extended CB Holding Corp.'s exclusive period to file a plan to March 11, 2012, and its exclusive period to solicit acceptances to the plan to May 8, 2012. Tyler D. Semmelman, Esq., at Richards Layton & Finger P.A., tells the Court that the culmination of the Debtors' efforts during the Chapter 11 cases is near. The Debtors have sold substantially all of their assets, and the Debtors have filed the Plan, which was drafted in consultation with the Debtors' lenders and the Committee and would effectuate an orderly resolution of these cases and the prior settlement reached among these parties. Although the Debtors anticipate that the Plan will represent a largely consensual path for them to wind-down these cases, they may need to modify or amend the Plan if required by the Court or other stakeholders, and the Debtors would be well served not to have to do so with the potential for a competing plan if exclusivity were not extended. Mr. Semmelman notes that the Debtors' cases have been pending for just over 12 months and the Debtors have accomplished a great deal in that time period and expect that completion of their wind-down under the Plan, if confirmed, is near. However, the Debtors may still require additional time to modify or amend the Plan, and they submit that the circumstances of these cases justify permitting them to have additional time exclusively to do so. The Debtors have also paid their undisputed post-petition debts as they come due and operated their businesses within a Court- and lender-approved budget. About CB Holding New York-based CB Holding Corp. operated 20 Charlie Brown's Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office Beer Bar and Grill restaurants when it filed for bankruptcy protection. The Company closed 47 locations before filing for Chapter 11. CB Holding and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010. After filing for Chapter 11, CB Holding sold 20 Charlie Brown's locations for $9.5 million. The 12 remaining Bugaboo Creek stores realized $10.05 million while the seven The Office Restaurants produced $4.675 million. Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A. Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon & Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, assist the Debtors in their restructuring effort. The Garden City Group, Inc., is the Debtors' notice, claims and solicitation agent. Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. CB Holding estimated its assets at $100 million to $500 million and debts at $50 million to $100 million. At the outset of the Chapter 11 case, the lenders were owed $70.2 million. CDC CORP: CRO Role Expanded; Plan Exclusivity Shortened ------------------------------------------------------- CDC Corporation seeks to expand the scope of employment of Finley Colmer and Company as Chief Restructuring Officer according to a Second Amended Engagement Agreement. The Debtor first obtained Court permission in November to employ the firm's Marcus A. Watson as CRO. On Dec. 5, 2011, the United States Trustee and Evolution CDC SPV Ltd., Evolution Master Fund Ltd., SPC, Segregated Portfolio, and E1 Fund Ltd. each filed motions for the appointment of a Chapter 11 Trustee. The Court held hearings on the Trustee Motions on Dec. 19 and 20, at which time the presentation of evidence by all parties to the Trustee Motions was completed. At the hearings, the parties announced an agreement -- subject to approval of the Debtor's Board of Directors -- to resolve the Trustee Motions by way, inter alia, of expanding the duties of the CRO. The Debtor's Board of Directors has approved the Second Amended Engagement Agreement with the CRO. The Second Amended Engagement Agreement no longer calls for the CRO's engagement to expire on Jan. 31, 2012, and no longer calls for any of the CRO's decisions in the complete exercise of Debtor management to be subject to Board approval. The Debtor also seeks approval of a stipulation with the U.S. Trustee and Evolution, which provides that: (a) If and when the U.S. Trustee appoints an Official Committee of Equity Security Holders in this case, Evolution, Peter Yip, the Debtor, and CDC Software will not object to the composition of the Committee. (b) The exclusivity period under 11 U.S.C. Sec. 1121(b) will expire or be deemed lifted, without further notice, hearing or order of the Court, on the earliest of (i) Jan. 31, 2012; (ii) the filing by the Debtor of a Section 363 motion to sell all of the Debtor's interest in CDC Software (or a sufficient amount of such interest to result in consideration to the estate in an amount that will exceed the full amount owing to all creditors); or (iii) the Debtor's filing of a Chapter 11 plan of reorganization or liquidation. (c) No parties to the settlement will seek any earlier termination of exclusivity. (d) The Parties will not continue to press pending F.R.B.P. Rule 2004 discovery requests or issue new requests except as to (i) contested matters or adversary proceedings filed after Dec. 20, 2011, and (ii) certain e-mails sent or received by Peter Yip between the period of June 28, 2011, and Dec. 20, 2011, remaining to be produced pursuant to prior pending discovery requests. (e) The Trustee Motion filed by Evolution shall be withdrawn without prejudice. Finley Colmer may be reached at: FINLEY COLMER AND COMPANY 5565 Glenridge Connector, Suite 200 Atlanta, GA 30342 Tel: (770) 668-0637 Fax: (678) 579-5808 E-mail: pwc@finleycolmer.com 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. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. CDC CORP: Wants Kobre & Kim to Handle Evolution Matters ------------------------------------------------------- CDC Corporation asks the Bankruptcy Court for approval of its employment of Kobre & Kim LLP as special litigation counsel in connection with: -- pending cases involving Evolution CDC SPV Ltd., Evolution Master Fund Ltd., SPC, Segregated Portfolio, and E1 Fund Ltd.; and -- potential litigation issues that might arise in connection with transactions contemplated pursuant to the Debtor's engagement letter with Moelis & Company LLC, the Debtor's financial advisor and investment banker. On Dec. 18, 2009, Evolution filed suit against the Debtor in the Supreme Court of the State of New York, County of New York, demanding payment of the remaining principal portion of the 3.75% Senior Exchangeable Convertible Notes due November 2011 held by them, together with accrued, retroactive, and default interest. Evolution also alleged default under the Notes. On June 28, 2011, the New York Court granted Evolution's motion for summary judgment with respect to Evolution's case against the Debtor. The Debtor filed a separate lawsuit against Evolution, in which the Debtor is seeking injunctive relief, monetary damages in excess of US$295 million and punitive damages in excess of US$500 million, and in which the Debtor has moved to allege that Evolution: (i) communicated confidential and material non-public information to third parties, including hedge funds that have traded the Debtor's stock; (ii) sought to interfere with the Debtor's plans for the initial public offering of its subsidiary, CDC Software Corporation; and (iii) sought to otherwise tortiously interfere with the operations and control of the Debtor. Under the terms of the Moelis engagement letter, Moelis is to assist the Debtor in connection with (1) any Debt Capital Transaction, (2) any Equity Capital Transaction, (3) any Division Sale Transaction (4) any CDC Software Sale Transaction and (5) any Restructuring Transaction. The Transaction ultimately entered into by Debtor is anticipated to pay or resolve the Evolution claim and judgment. Michael S. Kim, Esq., at Kobre & Kim LLP, will lead the engagement. He attests that his firm represents no interest adverse to Debtor or the bankruptcy estate in the matters upon which it is to be engaged. The firm's attorneys charge US$400 to US$825 per hour, with the exception of one of its partners who are English Queen's Counsel whose rates are GBP750 per hour, which amount will be converted to US dollars upon invoicing at the then current exchange rate. Non- lawyer paraprofessionals charge a blended rate of US$250 per hour. The firm may be reached at: Michael S. Kim, Esq. KOBRE & KIM LLP 800 Third Avenue New York, NY 10022 Tel: 212-488-1201 Fax: 212-488-1221 E-mail: michael.kim@kobrekim.com 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. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at $100 million to $500 million as of the Chapter 11 filing. CENTAM PARTNERS: Proposes James Caris as Bankruptcy Counsel ----------------------------------------------------------- Centam Partners, LLC, seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ James S. Caris, Esq., and James S. Caris, P.A., as general bankruptcy counsel nunc pro tunc to Dec. 20, 2011. Mr. Caris will: (a) advise the Debtor in all proceedings before the Court; (b) advise the Debtor of the requirements of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the Case and U.S. Trustee Guidelines, related to the daily operation of its business and administration of the estate; (c) represent the Debtor in all proceedings before the Court; (d) prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents arising in the Case; (e) negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist the Debtor with the implementation of any plan; and (f) perform all other legal services for the Debtor, which may be necessary. They Debtor will pay Mr. Caris at an hourly rate of $200, plus reimbursement of expenses. Prior to the Petition Date, the Debtor paid JSC $25,000 which was placed in James S. Caris, P.A., Trust Account. To the best of the Debtor's knowledge, James S. Caris, Esq., and James S. Caris, P.A., are disinterested persons as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Caris can be reached at: James S. Caris, Esq. JAMES S. CARIS, P.A. 401 E. Las Olas Boulevard, #130-117 Fort Lauderdale, FL 33309 Tel: (954) 522-0206 Fax: (954) 523-1098 E-mail: jamescaris@yahoo.com Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D. Fla., Case No. 11-44590) on Dec. 20, 2011. The Debtor scheduled assets of $10,023,348 and scheduled liabilities of $7,503,698. The petition was signed by David A. Matluck, MGMR/CEO. CENTAM PARTNERS: Seeks to Hire Robert J. Berney as Accountant ------------------------------------------------------------- Centam Partners, LLC, seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Robert J. Berney, CPA, as accountant. Robert J. Bernie will: (a) prepare financial statements for internal and external users; (b) collect and analyze financial data, ensuring compliance with GAAP and SEC reporting guidelines; (c) research accounting rules and regulations and make recommendations regarding company policy; and (d) prepare and explain tax statements and returns as necessary. The terms of employment of Robert J. Bernie will be the fees that are regularly paid as a standard for the particular services in the local accounting community, subject to Court approval. To the best of the Debtor's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Centam Partners, LLC, filed for Chapter 11 bankruptcy (Bank. S.D. Fla., Case No. 11-44590) on Dec. 20, 2011. The Debtor scheduled assets of $10,023,348 and schedule liabilities of $7,503,698. The petition was signed by David A. Matluck, MGMR/CEO. CENTRAL BUILDING: Rentschler Okayed as Lease Enforcement Counsel ---------------------------------------------------------------- Central Building LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Arizona to employ Rentschler/ Tursi LLP as lease enforcement counsel. Upon retention, the firm will, among other things: a. assist with commercial real estate matters, b. negotiation, c. drafting, and d. enforcement of leases. The firm's rates are: Personnel Rates --------- ----- Judith Rentschler $350 per hour Joseph Tursi $310 per hour Gina Sharron $225 per hour Ben Sange $185 per hour Paralegal $80 per hour Judy Rentschler, a partner of R/T, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Central Building Orinda, California-based Central Building LLC filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011. Its wholly owned subsidiary, Crow Partners LLC, filed a separate petition (Bankr. D. Ariz. Case No. 11-27946), listing under $1 million in assets and debts. The case is jointly administered with Crow Partners. Central Building does business in Arizona under the name Central Building Camelback LLC. The Debtors own the County Square Shopping Center in California and the Camelback Place at Dysart in Arizona. The Debtors' sole members are Neal Smither and his spouse, Patricia Smither. The equity interests are subject to a Voting Trust Agreement of which G. Neil Elsey, a principal of Avion Holdings, LLC, is the voting trustee. Avion has also been retained as Restructuring Agent to manage and operate the Debtors during their restructuring. Central Building disclosed $22,913,866 in assets and $19,372,542 in liabilities. Judge George B. Nielsen, Jr. presides over the case. Lawyers at Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the Debtors' counsel. The petition was signed by Neal Smither, member. CHRYSLER LLC: Trust Sues Ohio Over Overstated Tax Liabilities ------------------------------------------------------------- Amanda Bransford at Bankruptcy Law360 reports that the liquidating trust for the bankrupt remnants of Chrysler LLC filed an adversary lawsuit Friday in New York seeking millions of dollars in tax refunds from the Ohio Department of Taxation, claiming the state greatly overstated the taxes owed by the car company. Law360 relates the trust said Ohio estimated arbitrarily and incorrectly the tax burden of the car company, known as Old Carco LLC in the bankruptcy proceedings, and wants the court to disallow Ohio's tax claims against it. About Chrysler Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat acquired a 20% equity interest in Chrysler Group as part of the deal. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans were repaid with the proceeds of the bankruptcy estate's liquidation. The Debtor changed its corporate name to Old CarCo following the sale. * * * As reported in the Troubled Company Reporter on June 6, 2011, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Chrysler Group LLC. The rating outlook is stable. "At the same time, we assigned our issue-level rating to Chrysler's $4.3 billion senior bank facilities ('BB') and $3.2 billion second-lien notes ('B'). The recovery ratings are '1' and '5'. The company recently completed this financing," S&P stated. CLARE AT WATER TOWER: Taps Deloitte as Restructuring Advisor ------------------------------------------------------------ The Clare at Water Tower asks for permission from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Deloitte Financial Advisory Services LLP as its restructuring advisor, nunc pro tunc to the Petition Date. As a result of prepetition work performed on behalf of the Debtor, Deloitte FAS acquired significant knowledge of the Debtor and its business and is now intimately familiar with the Debtor's financial affairs, debt structure, operations and related matters. Deloitte FAS will, among other things, perform these financial advisory services: (a) advise and assist the Debtor in connection with its identification, evaluation, development, and implementation of restructuring strategies and tactics; (b) advise and assist the Debtor in its gaining an understanding of the business and financial impact of various available strategic restructuring alternatives, including evaluation of funding needs (e.g. debtor- inpossession financing sizing model); (c) advise and assist the Debtor in connection with its communications and negotiations with other parties, including, but not limited to, secured creditors, customers, suppliers, and other parties in interest; (d) advise and assist the Debtor in its financial restructuring process, including its implementation of appropriate accounting, financial reporting and operational preparations in advance of any bankruptcy proceeding; and (e) advise and assist the Debtor in its identification, evaluation and negotiation of debtor in possession financing. In addition to the financial advisory services, the Debtor requests Court approval for Deloitte FAS to provide the following additional services pursuant to the terms and conditions set forth in the Engagement Letter: (a) advise and assist the Debtor's management with its post- petition management of cash and cash flow reporting to the DIP Lender and prepetition stakeholders; (b) advise and assist Debtor's management, Debtor's legal counsel and Debtor's claims and noticing agent in preparation of the required Schedules of Assets and Liabilities, Statement of Financial Affairs and Monthly Operating Reports; and (c) advise and assist Debtor's management, Debtor's legal counsel and Debtor's investment banking advisors in responding to third-party due diligence requests, including, inter alia, potential asset sales. Deloitte FAS intends to charge for its professional services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date the services are rendered and seek reimbursement of actual and necessary out-of-pocket expenses. The positions and current hourly rates of the Deloitte FAS personnel currently expected to have primary responsibility for providing services to the Debtor are: Partners/Principals/Directors $495 to $595 Senior Managers $465 Managers $365 Senior Associates/Associates $260 Paraprofessionals $125 Louis E. Robichaux IV, Principal of Deloitte Financial Advisory Services LLP, attests that the firm is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. The Court scheduled a Jan. 11, 2012, hearing to consider the employment application. About The Clare at Water Tower The Clare at Water Tower is an upscale 334-unit high-rise continuing-care retirement community in Chicago, Illinois. The project is only 42% occupied because the target population either hasn't been able to sell homes or lacks sufficient cash to make required deposits as the result declining investments following the recession. The facility is a 53-story building on land rented from Loyola University of Chicago. The facility is managed and developed by a unit of the Franciscan Sisters of Chicago, who invested more than $14 million. The project opened in December 2008. Residents must make partially refundable deposits ranging from $263,000 to $1.2 million. Monthly fees are an additional $2,700 to $5,500. The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million in tax-exempt bond financing used to build the project. Judge Susan Pierson Sonderby presides over the case. Matthew M. Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel. Epiq Bankruptcy Solutions serves as claims and noticing agent. In its petition, the Debtor estimated $100 million to $500 million in assets and debts. The petition was signed by Judy Amiano, president. Counsel to Redwood Capital Investments LLC as DIP Lender are Mark A. Berkoff, Esq., and Nicholas M. Miller, Esq., at Neal Gerber & Eisenberg LLP. Bond Trustee, The Bank of New York Mellon Trust Company, is represented by Clifton R. Jessup, Jr., Esq., at Greenberg Traurig. Counsel to Bank of America, N.A., the Debtor's prepetition lender, is Brian I. Swett, Esq., at Winston & Strawn LLP. Counsel for the majority fixed rate bonds is Nathan F. Coco, Esq., at McDermott Will & Emery LLP. Loyola, the Debtor's landlord, is represented by Timothy R. Casey, Esq., at Drinker Biddle & Reath LLP. The United States Trustee in Chicago appointed seven members to the official committee of unsecured creditors. CLARE OAKS: Trustee Appoints 5-Member Creditors' Panel ------------------------------------------------------ Patrick S. Layng, the United States Trustee for Region 10, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Clare Oaks. The Creditors Committee members are: 1. Phillip A. Martin PharMerica Drug Systems, LLC c/o 101 South Fifth St., 27th Floor Louisville, KY 40202 2. Doug Bauer Pizzo & Associates, LTD 136 Railroad Leland, IL 60531 3. Harold Koenen 769 Woodland Ct. Bartlett, IL 60103 4. Tom Maguire Clare Oaks - Suite 327 827 Carillon Dr. Bartlett, IL 60103 5. Lucille Merlihan 759 Woodland Ct. Bartlett, IL 60103 About Clare Oaks Clare Oaks, an Illinois not-for-profit corporation organized under section 501(c)(3) of the Internal Revenue Code, operates a namesake continuing care retirement community in Bartlett, Illinois. Its members are the Sisters of St. Joseph of the Third Order of St. Francis, a Roman Catholic religious institute, who are elected and serving as the members of the Central Board of the Congregation. Clare Oaks is managed by CRSA/LCS Management LLC, an affiliate of Life Care Services LLC. Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides over the case. David R. Doyle, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, serve as the Debtor's counsel. North Shores Consulting serves as the Debtor's operations consultant. Continuum Development Services and Alvarez & Marsal Healthcare Industry Group LLC serve as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief Restructuring Officer. Sheila King Marketing + Public Relations serves as communications advisors. In its petition, Clare Oaks estimated $100 million to $500 million in assets and debts. The petition was signed by Michael D. Hovde, Jr., president. Wells Fargo, as master trustee and bond trustee, is represented by Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq., and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC. Sovereign Bank, the letters of credit issuer, is represented by John R. Weiss, Esq., at Duane Morris LLP. Senior Care Development LLC, the DIP Lender, is represented by William S. Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen & Snyder LLP. COACH AMERICA: Judge Approves First Day Motions ----------------------------------------------- Coach America Holdings Inc. said Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware granted approval on a series of first day motions filed by the Company to help support its customers, employees, suppliers and business partners; to obtain interim financing authority; to maintain existing cash management systems; and to pay vendors and suppliers in the ordinary course of business. Coach America's financial and operational stability going forward was enhanced through the granting of the following motions: payment of pre-petition and post-petition employee wages, salaries, business expenses and benefits, including medical, dental and life insurance benefits for current employees; interim approval for debtor-in-possession (DIP) financing of $30 million for use by the Company to continue operations and purchase and pay for goods and services; and financing authority to pay certain pre-petition commitments that are necessary in the course of conducting business. The DIP financing package was provided by a steering committee of Coach America's existing senior lenders. The Court has scheduled a final hearing on DIP financing on Friday, January 27th. "The approval of Coach America's first-day motions by the Court is an important initial step in the restructuring process and allows us to move forward with our normal operations, including paying vendors and suppliers in the ordinary course of business," said George Maney, CEO of Coach America. "We remain focused on serving our customers, and believe that the prompt approval of these ?first day orders' is good news for the Company, as well as for our customers, employees, suppliers and business partners." About Coach America Coach America -- http://www.coachamerica.com/-- is the largest tour and charter bus operator and the second largest motorcoach service provider in the U.S. Coach America operates the second largest fleet in the U.S. with over 3,000 vehicles, including over 1,600 motorcoaches, primarily under the Coach America, American Coach Lines and Gray Line brands. Coach America employs approximately 6,000 people. Coach America Holdings Inc. and its U.S.-based subsidiaries filed to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 12-10010) on Jan. 3, 2011. In connection with the filing, Coach America has obtained a commitment for $30 million of debtor-in-possession financing from a steering committee of its existing senior lenders. The loan was arranged by JPMorgan Securities LLC. JPMorgan Chase Bank N.A. is the DIP agent. Coach America's investment banker is Rothschild Inc., legal counsel is Lowenstein Sandler PC, and its financial advisor is Alvarez & Marsal North America LLC. BMC Group Inc. is the claims agent. Coach America disclosed $274 million in assets and $402 million in liabilities as of Nov. 30, 2011. COACH AMERICA: Taps Perry Street as PR Consultant ------------------------------------------------- Danielle Drolet at PRWeek reports that Coach America has hired Perry Street Communications to support its Chapter 11 restructuring. Jonathan Morgan -- jmorgan@perryst.com -- owner of Perry Street Communications, confirmed that Coach America has retained the Dallas-based firm to handle messaging for the bankruptcy reorganization. He declined to provide other details about the agency's work for the company. Perry Street Communications is a specialty consulting firm focused on corporate public relations and communications. The Firm was founded in 2006 by Jon Morgan, a Dallas native formerly associated with New York-based Kekst and Company. Prior to Kekst, Mr. Morgan served as Director of Research for MSD Capital LP, the family investment office of Michael Dell, and was also an Assistant Attorney General for the State of Texas. Perry Street's clients include publicly traded and private enterprises across myriad industries, with demonstrated expertise in financial services. Dallas Based Coach Am Group Holdings Corp. -- http://coachamerica.com/-- operates buses in 26 U.S. states under its own name and the Gray Line, American Coach Lines and CUSA brands. Coach America operates more than 3,000 vehicles, including 1,623 full-size motor coaches and 902 vans, and is the nation's second-largest motorcoach service provider. The company said it employs 6,000 people. COACH AMERICA: S&P Cuts Corporate Rating to 'D' on Bankruptcy ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating and first-lien debt issue rating on charter bus operator Coach America Holdings Inc. to 'D' from 'CCC'. At the same time, Standard & Poor's lowered its second-lien debt issue rating to 'D' from 'CC'. The 'D' ratings reflect Coach's Chapter 11 bankruptcy filing on Jan. 3, 2012. "We believe that Coach will be able to reorganize and emerge from bankruptcy," said Standard & Poor's credit analyst Lisa Jenkins. The ratings had been on CreditWatch with negative implications since Dec. 21, 2011. "In late December 2011, we had downgraded Coach to 'CCC' and kept ratings on CreditWatch with negative implications because of our concerns about the company's liquidity situation," she added. Coach is the largest charter bus operator and the second-largest motor coach services provider in the U.S. Coach operates buses under the Coach USA, Gray Line, and American Coach Lines brand names. The company has been experiencing significant earnings pressures over the past year. It is highly leveraged, which has made it especially vulnerable to fluctuations in earnings and cash flow. COACH AMERICA: Moody's Cuts Corporate Family Rating to 'Ca' ----------------------------------------------------------- Moody's Investors Service has lowered the probability of default rating (PDR) of Coach America Holdings, Inc. to D from Caa1 and the corporate family rating (CFR) to Ca from Caa1 following its announcement on January 3, 2012 that Coach America and its subsidiaries have filed a voluntary petition for Chapter 11 reorganization in the United States Bankruptcy Court for the District of Delaware. In the near term, Moody's will withdraw all of the ratings because the issuer has entered into bankruptcy. These ratings were downgraded and will be withdrawn: Probability of Default Rating to D from Caa1 Corporate Family Rating to Ca from Caa1 $30 million 1st lien revolving credit facility due 2013 downgraded to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%); $50 million 1st lien letter of credit facility due 2014 downgraded to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%); $195 million 1st lien term loan due 2014 downgraded to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%); $50 million 1st lien delayed draw term loan due 2014 downgraded to Ca (LGD-3, 44%) from Caa1 (LGD-3, 44%); $30.5 million 2nd lien term loan due 2014 downgraded to C (LGD-6, 90%) from Caa3 (LGD-6, 90%) RATINGS RATIONALE The downgrade of the PDR and CFR reflects the company's bankruptcy filing, which Moody's classifies as a default event. Coach America Holdings, Inc's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Coach America Holdings, Inc's core industry and believes Coach America Holdings, Inc 's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Coach America Holdings, Inc., headquartered in Dallas, Texas, is a charter bus operator and motorcoach services provider in the United States. The company reported last twelve months ended September 30, 2011 revenues of $457.8 million. CONGRESSIONAL HOTEL: Hearing on Baywood Asset Sale Set for Jan. 9 ----------------------------------------------------------------- The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District of Maryland will convene a hearing on Jan. 9, 2012, at 3:00 p.m., to consider Congressional Hotel Corp., and Casco Hotel Group, LLC's request for approval to sell substantially all of their assets to Rockville Hospitality, LLC. In an auction conducted Dec. 8, 2011, Baywood Hotels, Inc.'s offer to purchase the assets for $19,500,000 was the highest and best offer. Baywood designated Rockville Hospitality to acquire title to the assets. At the hearing, the Court will also consider the payment of a $325,000 break up fee to 1775 Rockville Pike, LLC. As reported in the Troubled Company Reporter on Sept. 28, 2011, the Debtors asked the Court to approve an agreement of sale whereby 1775 Rockville Pike LLC will acquire all of the assets for $18 million. About Congressional Hotel and CASCO Hotel Group Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville, Maryland. Congressional Hotel Corporation is a holdover tenant on the Property and manages the Property on behalf of CASCO. The hotel was previously known as Ramada Inn. Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26732) on Aug. 15, 2011. CASCO filed for Chapter 11 relief (Bankr. D. Md. Case No. 11-26880) two days later. CASCO is a single-asset real estate company. It declared assets and liabilities each in the range of $10 million to $50 million. Congressional Hotel scheduled $709,121 in assets and $19,883,667 in debts. James Greenan, Esq., at McNamee Hosea, represents Congressional Hotel. Congressional Hotel previously filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 09-17901) on May 3, 2009. James Greenan, Esq., at McNamee Hosea represented the Debtor in its restructuring efforts. The 2009 petition estimated the Debtor's assets and debts from $10 million to $50 million. The case was dismissed on May 18, 2011, at the request of creditor Mervis Diamond Corp. But a resolution couldn't be confirmed with Mervis Diamond and other creditors, prompting Congressional Hotel to seek Chapter 11 protection again. The U.S. Trustee said that an official committee has not been appointed in the bankruptcy case of Congressional Hotel because an insufficient number of persons holding unsecured claims against the Debtor expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. CORD BLOOD: Amends 32.2 Million Common Shares Offering ------------------------------------------------------ Cord Blood America, Inc., filed with the U.S. Securities and Exchange Commission an amended Form S-1 registration statement relating to the resale of 32,234,668 shares of the Company's common stock, par value of $0.0001, by certain individuals and entities who beneficially own shares of the Company's common stock. The Company is not selling any shares of its common stock in this offering and therefore it will not receive any proceeds from this offering. However, the Company will receive proceeds from the sale of its common stock under the Securities Purchase Agreement and the amendments thereto, which were entered into between the Company and Tangiers Investors, LP, the selling stockholder. The Company agreed to allow Tangiers to retain 10% of the proceeds raised under the Securities Purchase Agreement. The shares of the Company's common stock are being offered for sale by the selling stockholder at prices established on the Over- the-Counter Bulletin Board during the term of this offering, at prices different than prevailing market prices or at privately negotiated prices. On Oct. 17, 2011, the last reported sale price of the Company's common stock was $0.019 per share. The Company's common stock is quoted on the Over-the-Counter Bulletin Board under the symbol "CBAI.OB." These prices will fluctuate based on the demand for the shares of the Company's common stock. A full-text copy of the amended prospectus is available at: http://is.gd/KzwUR1 About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. As reported by the TCR on April 5, 2011, 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 sustained recurring operating losses, continues to consume cash in operating activities, and has insufficient working capital and an accumulated deficit at Dec. 31, 2010. The Company reported a net loss attributable to Cord Blood America of $8.09 million on $4.13 million of revenue for the year ended Dec. 31, 2010, compared with a net loss attributable to Cord Blood of $9.77 million on $3.24 million of revenue during the prior year. The Company reported a net loss of $3.82 million on $4.38 million of revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $6.03 million on $2.74 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $7.58 million in total assets, $7.03 million in total liabilities and $552,625 in total stockholders' equity. CREDITRON FINANCIAL: Closes $600,000 Sale Deal to Y&B Holdings -------------------------------------------------------------- Ed Palatella at Erie Times-News reports that the bankruptcy trustee in Telatron Marketing Group Inc.'s case announced the closing of the sale of the Company's assets on Jan. 3, 2012. According to the report, the assets were sold to Y&B Holdings LLC, which tendered $600,000 at auction in U.S. Bankruptcy Court in Erie on Nov. 10, 2011. The report says officials with Y&B have said they intend to keep Telatron in Erie. Telatron had 159 employees as of Nov. 30, 2011, down from 469 when Creditron filed for bankruptcy. The layoffs are mainly due to elimination of business from Bank of America. Based in Erie, Pennsylvania, Creditron Financial Corporation dba Telatron Marketing Group Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D. Penn. Case No.: 08-11289) on July 3, 2010. Stephen H. Hutzelman, Esq., Plate Shapira Hutzelman Berlin May, et al., represents the Debtor. The Debtor's financial condition as of July 3, 2008, showed $3 million in total assets, and $4.8 million in total debts. CRYSTAL CATHEDRAL: Hires CB Richard as Real Estate Broker --------------------------------------------------------- Crystal Cathedral Ministries asks for permission from the U.S. Bankruptcy Court for the Central District of California to employ CB Richard Ellis, Inc., as real estate broker. The Debtor contacted CBRE regarding valuation of the Crystal Cathedral Campus, which consists of approximately 328,667 square feet on a 31-acre campus. As requested, CBRE provided the broker's price opinion to the Debtor. At or near the time of the Petition Date, CBRE was approached by Farmers and Merchant's Bank, the Debtor's secured lender, to conduct an appraisal of the Property. CBRE declined to do so for conflict of interest reasons due to its longstanding relationship with the Debtor. As of the Petition Date, CBRE had an active, executed listing agreement with the Debtor to provide broker services to sell the Family Life Building, the largest building on the Property. After the Petition Date, the Debtor asked CBRE to increase the scope of their services for the Debtor to include the sale of the Property. Rick Warner, senior vice president of CBRE, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Crystal Cathedral Crystal Cathedral Ministries is a Southern California-based megachurch founded by television evangelist Robert Schuller. The church, known for its television show "The Hour of Power." Mr. Schuller retired from his role as senior pastor of Crystal Cathedral in 2006. His daughter Sheila Schuller Coleman has been senior pastor since July 2009. Contributions declined 24% in 2009, in part on account of "unsettled leadership." Crystal Cathedral filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. 10-24771) on Oct. 18, 2010. The Debtor disclosed $72,872,165 in assets and $48,460,826 in liabilities as of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop Couchot P.C. represents the Debtor. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the Official Committee of Unsecured Creditors. In November 2011, Crystal Cathedral won Court permission to sell its property to the Roman Catholic Diocese of Orange for $57.5 million. The Diocese beat a rival bid from Chapman University. The sale agreement provides that the congregation will have three years to find new premises. Chapman University, the secular bidder, has been the preferred buyer as far as the church members are concerned, because Chapman would allow the ministry to continue to use the main buildings on the premises. It also offered the option of allowing church administrators to buy the property back at a later point. Chapman had raised its bid to $59 million, but the Crystal Cathedral board still chose the Diocese. DELPHI CORP: Hedge Funds Commence Suit vs. Delphi Automotive ------------------------------------------------------------ Seven hedge funds commenced an adversary complaint against Delphi Automotive PLC and its backers, seeking the enforcement of their rights as general unsecured creditors under the Reorganized Debtors' First Amended Reorganization Plan and potential recovery of up to $300 million. The hedge fund plaintiffs are CAI Distressed Debt Opportunity Master Fund Ltd.; D-STAR Ltd.; Anchorage Capital Group, LLC; CSS, LLC; DP Auto Holdings LP, each on behalf of itself and on behalf of Pension Benefit Guaranty Corporation; Mudrick Capital Management, LP; and Armory Master Fund Ltd. They specialize in acquiring distressed debt of bankrupt companies like the old Delphi Corp. They claim to be holders of general unsecured claims against the "Old" Delphi Debtors. The other named defendants are DIP Holdco 3, LLC, and its successor-in-interest, DIP Holdco LLP dba Delphi Automotive LLP or "DAL." DIP Holdco 3 was formed for the purpose of acquiring assets of Old Delphi. Delphi Automotive PLC or "DAP" was formed in connection with an initial public offering. The Old Delphi Debtors emerged from bankruptcy in 2009 and have been renamed as DPH Holdings Corp. and subsidiaries. In mid- November 2011, the Reorganized Debtors went public and made an initial public offering of about 24 million ordinary shares at $22 per share. Proceeds from the IPO are estimated to total $530 million, excluding certain share purchase options. In a 23-page complaint filed with the U.S. Bankruptcy Court for the Southern District of New York on Dec. 20, 2011, the Plaintiffs argue that although transactions associated with DAP's recent IPO have caused the total amount of applicable distributions to DAL members to exceed $7.2 billion, no distributions have been made to unsecured creditors. Under the Complaint, the Plaintiffs bring charges of breach of contract, breach of good faith and fair dealing, and civil contempt; and seek certain declaratory relief. The Plaintiffs refer the Court to the July 2009 confirmed and modified Delphi bankruptcy plan, which provides that holders of general unsecured claims against Old Delphi are entitled to $32.50 for every $67.50 of the approximately $4.6 billion distributed in excess of the $7.2 billion threshold, subject to a $300 million cap. A "Master Disposition Agreement" obligates the Reorganized Debtors to make the payments required under the Modified Plan, the Plaintiffs aver, and the obligation to make distributions to general unsecured claim holders is triggered if DIP Holdco 3 or its successor entity DAL makes distributions to its members in accordance with the Company in excess of $7.2 billion pursuant to a "Company Buyer Operating Agreement." The Complaint alleges that certain distributions made triggered the Reorganized Debtors' obligations to make distributions to the general unsecured claimants under the Plan. Those trigger distributions include: -- DAL's redemptions of various membership interests and approval of a $95 million distribution on Dec. 5, 2011 to its members; -- Pre-IPO transactions, whereby all of the outstanding units of DAL held by its then-existing unit holders were exchanged for common shares of DAP; and -- Pre-IPO distribution of DAP common stock to members of DAL. Accordingly, the Plaintiffs ask the Bankruptcy Court to declare that: (a) general unsecured claim holders of Old Delphi are entitled to a potential recovery of $300 million, plus interest at the maximum allowable rate; and (b) the defendants breached the Delphi Modified Plan and related plan documents by failing to treat the pre-IPO transactions as a distribution to the members of DAL under the plan documents and by failing to make any associated General Unsecured MDA Distribution. The Plaintiffs also seek to recover (i) damages in an amount to be proven at trial, as well as interest on those damages at the maximum allowable rate, and (ii) attorney fees, costs and expenses incurred in their adversary complaint. A copy of the Hedge Funds' Complaint is available for free at: http://bankrupt.com/misc/Delphi_HedgeFundsCmplantDec20.PDF Counsel to the Plaintiffs are: John E. Schreiber, Esq. jschreiber@dl.com DEWEY & LEBOEUF LLP 1131 Avenue of the Americas New York, NY 10019 (212) 259-8000 -- and -- Bruce Bennett, Esq. bbennett@dl.com James O. Johnston, Esq. jjohnston@dl.com Matthew M. Walsh mwalsh@dl.com DEWEY & LEOBOEUF LLP 333 South Grand Avenue Suite 2600 Los Angeles, CA 90071 (213) 621-6000 About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/ Or 215/945-7000). DELPHI CORP: Retirees React to GAO's Pensions Report ---------------------------------------------------- In its investigation of the treatment of pensions of Delphi retirees, the U.S. Government Accountability Office urged the U.S. Treasury Department to revise its reporting policy to increase transparency in handling pension concerns, Thomas Gnau of Dayton Daily News reported. The GAO wrote in its report that the Pension Benefit Guaranty Corporation's role in taking over the Delphi pensions appeared to be consistent with the agency's usual actions when terminating large pension plans, Dayton Daily News related. The role GM played in the situation however was "more unusual," the GAO said, Dayton Daily News cited. The GAO pointed to GM's support for some union pensions, but not other hourly and salaried retirees. PBGC took over pension obligations of Delphi in July 2009. The takeover meant reduced pensions for Delphi retirees, except some union-represented hourly retirees, who have their pension reductions topped by General Motors, which once owned Delphi, Dayton Daily News recounted. Salaried retirees were left with no support, argued that they were singled out, and are suing in federal court for restoration of their full pensions, the news article stated. In response to the GAO's findings, a Treasury spokesperson related in an e-mailed statement that the GAO report confirms what has been stated before, which is that the termination of the Delphi salaried pension plan was made by the PBGC in accordance with its standard procedures and not by Treasury. The GAO report also elicited reactions from retirees. Counsel to the Delphi salaried retirees said they are studying the GAO report finding that the reductions were consistent with the previous actions, according to Larry Ringler of Tribune Chronicle. Delphi Salaried Retirees Association Vice Chairman Bruce Gump said retirees have the right to ask elected officials who sought the report, including U.S. House of Representatives Speaker John Boehner and Rep. Michael Turner, to get Congress to clarify some information and pursue other details in the report. In a related development, Rep. Turner wrote to Barbara Bovbjerg, as Director of Education, Workforce, & Income Security at the Government Accountability Office, raising concern on another recent GAO report entitled "GM Agreements with Unions Give Rise to Unique Differences in Participant Benefits." He said the report contained language which may be perceived as GAO affirming the actions taken by the Treasury Department, the President's Auto Task Force, and the PBGC in terminating the pension benefits of Delphi salaried retirees. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/ Or 215/945-7000). DELPHI CORP: Says Sumpter Lacks Standing to Assert Retiree Claims ----------------------------------------------------------------- Reorganized Delphi filed with the U.S. District Court for the District of New York a brief regarding James B. Sumpter's appeal from Judge Robert D. Drain's order denying Mr. Sumpter's Amended Motion for Recoupment on behalf of Delphi Salaried Retirees. Under the brief, Cynthia J. Haffey, Esq., at Butzel Long, in Detroit, Michigan, argued on behalf of the Reorganized Debtors that Mr. Sumpter's appeal is similarly convoluted and appears to rely on (and miscontrue) the Reorganized Debtors' error in identifying the payor of Mr. Sumpter's benefits as a basis for asserting that the U.S. Bankruptcy Court for the Southern District of New York's ruling was erroneous. The Bankruptcy Court, she clarified, was notified of the error and considered the parties' arguments regarding the same prior to entering the Denial Order. The error, she maintained, did not otherwise affect the Bankruptcy Court's September 22, 2011 denial of the Amended Recoupment Motion. Accordingly, the Reorganized Debtors ask the Court to dismiss Mr. Sumpter's Appeal and otherwise affirm the Denial Order for these reasons: (1) Mr. Sumpter lacks the prudential standing to assert the rights of salaried retirees on appeal. (2) Mr. Sumpter's failure to specifically name the Delphi Salaried Retirees as appellants in the notice of appeal deprives the appellate court of jurisdiction over the unnamed parties. (3) Mr. Sumpter has abandoned his original request and is seeking new relief on appeal. (4) The Bankruptcy Court correctly concluded Mr. Sumpter's recoupment claim is barred by res judicata based on the Bankruptcy Court's prior orders. (5) The Bankruptcy Court correctly concluded that Mr. Sumpter's "recoupment" claim was extinguished, discharged or otherwise enjoined under the First Amended Plan of Reorganization and related July 30, 2009 confirmation Order. (6) The Bankruptcy Court correctly concluded that general principles of law do not afford Mr. Sumpter the right of recovery under a claim of recoupment. (7) The Bankruptcy Court correctly concluded that Mr. Sumpter's statute of limitations' argument is Inapplicable. (8) Mr. Sumpter's appeal is equitably moot. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- was a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/ Or 215/945-7000). DJSP ENTERPRISES: Inks Forbearance Agreement with BA Note --------------------------------------------------------- DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., and DAL Holding Company - DS, LLC, which is a subsidiary of DAL, entered into a First Amendment to Asset Purchase Agreement by and among DAL, the Target, Homeland Security Capital Corporation and Default Servicing USA, Inc., "Buyer" which is a subsidiary of HSCC. The Amendment amended that certain Asset Purchase Agreement dated as of June 22, 2011. Under the terms of the Purchase Agreement, DAL sold substantially all of the assets of the Target to Buyer for cash and certain future contingent payments. Pursuant to the terms of the Amendment, DAL agreed to relinquish its rights to receive all future contingent payment amounts due and owing to the Target relating to the period from and after Jan. 1, 2012, in consideration of a cash payment by the Buyer to the Target in the amount of $200,000.00. On Dec. 30, 2011, DAL Group, LLC, a subsidiary of DJSP Enterprises, Inc., and Borrower's subsidiary, DJS Processing, LLC, as well as the Law Offices of David J. Stern, P.A., and BA Note Acquisition LLC "Lender", entered into a Forbearance Agreement pursuant to which Lender has agreed to forbear from exercising any of its available default rights and remedies, including not taking action to enforce payment of the principal and interest on Borrower's revolving line of credit, which Line of Credit is evidenced in part by that certain Loan Agreement dated as of March 18, 2010, pursuant to which Lender's predecessor-in-interest, Bank of America, N.A., made a loan to Borrower in the original principal amount of $15,000,000, through June 30, 2012, as long as Borrower makes weekly payments to Lender of cash held by Lender in its operating accounts in excess of agreed upon levels, as well as providing to Lender the proceeds of any sale not in the ordinary course of business and to which another secured creditor does not have a priority interest. On the Effective Date, Borrower also paid Lender $650,000 to reduce its indebtedness to Lender under the Line of Credit. During this forbearance period, Borrower and DJS are required to operate pursuant to an operating budget agreed upon by the parties. Similarly, the Forbearance Agreement requires the Law Offices, the primary account receivable debtor of DJS, to operate pursuant to an operating budget and to make weekly payments to Lender of cash held by Law Offices in excess of agreed upon levels, which cash payments will be applied to reduce the amount of Law Office's indebtedness to DJS. Those payments will be applied in turn to reduce amounts outstanding and due by Borrower and DJS under the Line of Credit to Lender. The Law Offices also assigned to DJS and Lender the proceeds of any causes of action of Law Offices against its account debtors. Because the Forbearance Agreement requires all Excess Cash of Borrower and its subsidiaries to be paid to Lender, in the event Borrower, DJS, or the Law Offices do not have sufficient cash to fund their expenses as set forth in their approved operating budgets, Lender may in its sole discretion make additional advances to them under the Line of Credit to fund such expenses, thereby increasing their respective debt obligations to Lender and DJS under the Line of Credit. As of the Effective Date, the outstanding principal balance of the Line of Credit was $3,020,846. Kerry S. Propper, a member of the Board of Directors of the Company, owns a non- controlling interest in Lender. An affiliate of David J. Stern, the former Chairman, President and Chief Executive Officer of the Company, owns a non-controlling interest in Lender. On Jan. 3, 2012, the Company, DAL, and DJS filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida against David J. Stern, Law Offices of David J. Stern, P.A., Stern Holding Company-DS, Inc. f/k/a Default Servicing, Inc., Stern Holding Company-Professional Title and Abstract Company of Florida, Inc., and P&M Corporate Finance, LLC, a Michigan limited liability company. The Stern Lawsuit alleges, among other things, fraud and legal malpractice by the Stern Parties arising out of a business combination transaction in which the Company acquired the Stern Parties' non-legal mortgage foreclosure processing and support service operations in December 2009. In the Stern Lawsuit, the Company also alleges that P&M, which provided financial advisory services in connection with the Transaction, failed to act with due professional care in its design and review of a financial model for the Company and in preparing pro forma financial statements on which the Company relied prior to entering into the Transaction. As a result of the allegations contained in the complaint, the Company, DAL and DJS suffered damages for which they seek redress in the Stern Lawsuit. On Jan. 3, 2012, the Company filed a lawsuit against the professional financial and accounting firms, McGladrey & Pullen, LLP, and Grant Thornton, LLP, in the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida. The Accounting Professionals Lawsuit alleges, among other things, that MP and GT failed to act with due professional care in preparing financial statement and reports on which the Company relied prior to entering into the Transaction, which resulted in the Company suffering damages for which it seeks redress in the Accounting Professionals Lawsuit. About DJSP Enterprises Based in Plantation, Florida, DJSP Enterprises, Inc. (Nasdaq: DJSP, DJSPW, DJSPU) provides a wide range of processing services in connection with mortgages, mortgage defaults, title searches and abstracts, REO (bank-owned) properties, loan modifications, title insurance, loss mitigation, bankruptcy, related litigation and other services. Its principal customer is The Law Offices of David J. Stern, P.A. It has additional operations in Louisville, Kentucky and San Juan, Puerto Rico. Its U.S. operations are supported by a scalable, low-cost back office operation in Manila, the Philippines, that provides data entry and document preparation support for its U.S. operations. As reported in the Jan. 20, 2011 edition of the TCR, DAL Group, LLC, a subsidiary of DJSP Enterprises, has obtained waivers on notes held by these parties for payments due through April 1, 2011: Amount of Note -------------- Law Offices of David J. Stern, P.A. $47,869,000 Chardan Capital, LLC, $1,000,000 Chardan Capital Markets, LLC $250,000 Kerry S. Propper $1,500,000 The waivers were sought by DAL as it develops and implements plans to restructure its ongoing operations to reflect its significantly reduced revenues and operations and the other changes. DAL did not make the interest payments due Jan. 3, 2011 for (i) unsecured term notes in the aggregate principal amount of $1,600,000 (ii) and a $500,000 term note issued by Cornix Management, LLC. DAL is seeking waivers from the holders of the unsecured notes and Cornix of principal and interest payments otherwise due under these notes, and the default interest rates under these notes, through April 1, 2011. DAL has entered into a forbearance agreement with BA Note Acquisition, LLC, pursuant to which BNA has agreed to forbear from taking action on a $5.5-million line of credit until March 9, 2011. DUNE ENERGY: Strategic Value Discloses 25.3% Equity Stake --------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Strategic Value Partners, LLC, and its affiliates disclosed that, as of Dec. 22, 2011, they beneficially own 9,749,232 shares of common stock of Dune Energy, Inc., representing 25.3% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/3OrEdV About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $75.53 million on $64.18 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $59.13 million on $52.24 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $271.17 million in total assets, $376.85 million in total liabilities, $156.56 million in redeemable convertible preferred stock, and a $262.24 million total stockholders' deficit. * * * As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Dune Energy Inc. to 'SD' (selective default) from 'CC'. "The rating actions follow the company's announcement that it has completed the exchange offer for its 10.5% senior notes due 2012, which we consider a distressed exchange and tantamount to a default," said Standard & Poor's credit analyst Stephen Scovotti. "Holders of $297 million of principle amount of the senior secured notes exchanged their 10.5% senior secured notes for common stock, which in the aggregate constitute 97.0% of Dune's common stock post-restructuring, and approximately $49.5 million of newly issued floating rate senior secured notes due 2016. We consider the completion of such an exchange to be a distressed exchange and, as such, tantamount to a default under our criteria." In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to Caa3/LD from Ca following the closing of the debt exchange offer of the company's 10.5% secured notes. Simultaneously, Moody's upgraded the Corporate Family Rating (CFR) to Caa3 reflecting Dune's less onerous post-exchange capital structure and affirmed the Ca rating on the secured notes. The revision of the PDR reflects Moody's view that the exchange transaction constitutes a distressed exchange. Moody's will remove the LD (limited default) designation in two days, change the PDR to Caa3, and withdraw all ratings. DUNE ENERGY: Zell Credit Discloses 6.5% Equity Stake ---------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Zell Credit Opportunities Master Fund, L.P., and its affiliates disclosed that, as of Dec. 22, 2011, they beneficially own 2,523,527 shares of common stock of Dune Energy, Inc., representing 6.5% of the shares outstanding. A full-text copy of the filing is available for free at http://is.gd/gRkQfh About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company reported a net loss of $75.53 million on $64.18 million of revenue for the year ended Dec. 31, 2010, compared with a net loss of $59.13 million on $52.24 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $271.17 million in total assets, $376.85 million in total liabilities, $156.56 million in redeemable convertible preferred stock, and a $262.24 million total stockholders' deficit. * * * As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on Dune Energy Inc. to 'SD' (selective default) from 'CC'. "The rating actions follow the company's announcement that it has completed the exchange offer for its 10.5% senior notes due 2012, which we consider a distressed exchange and tantamount to a default," said Standard & Poor's credit analyst Stephen Scovotti. "Holders of $297 million of principle amount of the senior secured notes exchanged their 10.5% senior secured notes for common stock, which in the aggregate constitute 97.0% of Dune's common stock post-restructuring, and approximately $49.5 million of newly issued floating rate senior secured notes due 2016. We consider the completion of such an exchange to be a distressed exchange and, as such, tantamount to a default under our criteria." In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to Caa3/LD from Ca following the closing of the debt exchange offer of the company's 10.5% secured notes. Simultaneously, Moody's upgraded the Corporate Family Rating (CFR) to Caa3 reflecting Dune's less onerous post-exchange capital structure and affirmed the Ca rating on the secured notes. The revision of the PDR reflects Moody's view that the exchange transaction constitutes a distressed exchange. Moody's will remove the LD (limited default) designation in two days, change the PDR to Caa3, and withdraw all ratings. DYNEGY INC: Court Directs Appointment of Chapter 11 Examiner ------------------------------------------------------------ Judge Cecilia Morris of the U.S Bankruptcy Court for the Southern District of New York signed an order on Dec. 29, 2011, directing the appointment of a Chapter 11 examiner for the bankruptcy cases of Dynegy Holdings, LLC, and its debtor affiliates. Pursuant to Section 1104(d), Tracy Hope Davis, the U.S. Trustee for Region 2, will, in consultation with DH, the Official Committee of Unsecured Creditors, and other parties-in-interest, appoint an examiner in the Debtors' Chapter 11 cases. The examiner's investigation will run for a 60-day period from December 29, without prejudice to renewal by the Court. Pursuant to Section 1106 of the Bankruptcy Code, the examiner will conduct an unfettered investigation of the Debtors and report to the Court and parties-in-interest in the Debtors' cases, with respect to: (i) the conduct of the Debtors in connection with the prepetition 2011 restructuring and reorganization of the Debtors and their non-Debtor affiliates, including, without limitation, prepetition transactions; (ii) any possible fraudulent conveyances; and (iii) whether Dynegy Holdings is capable of confirming a Chapter 11 plan. Judge Morris specifies that the Creditors' Committee cannot "tag along" in the examiner's investigation. Pursuant to Section 1106(a)(4), the examiner will file on the docket for Dynegy Holdings' Chapter 11 case a written report of his or her investigation no later than 60 days, and will transmit a copy of any report to the Debtors, the U.S. Trustee, the Creditors' Committee, any other official committee, any indenture trustee, and any other entity that the Court may designate. To the extent that the examiner must include confidential or privileged material in any report submitted to the Court, Judge Morris rules that the complete report will be made only to the Court, under seal, with a copy to the party claiming privilege or confidentiality, and the report will be redacted or otherwise protected prior to the examiner's transmission of it to other parties. The redacted report, if any, will be filed on the docket of Case No. 11-38111 assigned to Dynegy Holdings. The Debtors may designate any information as "privileged", "work product" or "confidential", in which case the examiner will treat the information as designated, unless otherwise ordered by the Court; provided, that the examiner or any party-in-interest may challenge the designation and the Court will have jurisdiction to determine any challenge. The examiner may retain counsel and other professionals if he or she determines that the retention is necessary to discharge his or her duties, subject to Court approval under standards equivalent to those set in Sections 327 and 330 of the Bankruptcy Code. The examiner and any professionals it retains pursuant to any order of the Court will be compensated and reimbursed for their expenses pursuant to any procedures for interim compensation and reimbursement of professionals that are established in Dynegy Holdings' Chapter 11 case, with compensation and reimbursement of the examiner being determined pursuant to Section 330 of the Bankruptcy Code, and compensation and reimbursement of the examiner's professionals being determined pursuant to standards equivalent to those set in Section 330 of the Bankruptcy Code. Within 10 business days, the examiner will file with the Court a proposed work plan that will include, but not be limited to, (a) an estimated budget of the costs and expenses related to the examiner's investigation, (b) a preliminary list of issues the examiner believes will be the subject of his or her investigation, and (c) a proposed timeline for asking and obtaining information from the Debtors and other parties and conducting the investigation. 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: Court OKs Amendment of Wells Fargo Plaza Lease ---------------------------------------------------------- Dynegy Holdings LLC and its affiliates sought and obtained authority to amend, pursuant to Section 363 of the Bankruptcy Code, an unexpired, non-residential real property lease by and between Dynegy Holdings, LLC, as tenant, and 1000 Louisiana LP of the facility located at 1000 Louisiana Street, in Houston, Texas. On June 12, 1996, NGC Corporation, as predecessor-in-interest to Dynegy Holdings, and Metropolitan Life Insurance Company and Metropolitan Tower Realty Company, Inc., as predecessors-in- interest to the Landlord, entered into the Office Lease Agreement. Under the existing Office Lease Agreement, the Property consists of office space deemed to currently contain approximately 207,430 square feet of rental area, located on the 60th through 67th floors of the office building commonly known as "Wells Fargo Plaza" in Houston, Texas. Recognizing a potential opportunity to adjust their ongoing obligations under the Office Lease Agreement in light of the current commercial real estate market, Dynegy Holdings has worked diligently to (i) identify potential cost savings and (ii) reconfigure their leased office space to better meet their ongoing operational needs, Sophia P. Mullen, Esq., at Sidley Austin LLP, in New York, tells the Court. Accordingly, Dynegy Holdings has engaged in arm's-length, good faith negotiations with the Landlord regarding the Office Lease Agreement and specifically, the lease of the space on the 67th floor of the Building, she adds. "These negotiations with the Landlord have culminated with Holdings and the Landlord agreeing to the twenty-second amendment to the Office Lease Agreement," Ms. Mullen says. Upon the effectiveness of the Amendment, Dynegy Holdings will surrender the entire 67th floor of the Building on or before December 31, 2011, thereby reducing the total number of square feet leased by Holdings by 26,119 square feet, with a corresponding reduction in rent and Dynegy Holdings' share of operating expenses related to the 67th floor, Ms. Mullen reveals. She adds that Dynegy Holdings will surrender six parking spaces related to the Building. As a result of the space reductions contemplated under the Amendment, Dynegy Holdings will realize approximately $700,000 in savings for 2012, and approximately $4.8 million in total savings over the six years remaining under the Office Lease Agreement, Ms. Mullen contends. She notes that by the terms of the Amendment, Holdings will not be required to pay any termination fee to the Landlord in connection with either the surrender of the 67th floor or the surrender of the parking spaces related to the Building. The Debtors certified on December 27, 2011, that no objections were filed. 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: Committee Wins Nod of Rules to Share Information ------------------------------------------------------------ Pursuant to Section 1103(c) of the Bankruptcy Code, the Official Committee of Unsecured Creditors is authorized to, among other things, consult with the Debtors, investigate the Debtors, participate in the formulation of a plan and perform other services as are in the interests of the Debtors' unsecured creditors. The Committee is also required to provide access to information for the creditors represented by the Committee. By this motion, the Committee asks the Court to enter an order clarifying and implementing an information protocol regarding the dissemination of information to the Debtors' unsecured creditors, which Information Protocol does not require the Committee to disseminate confidential, proprietary or non-public information concerning the Debtors or the Committee, or any other information if the effect of the disclosure would constitute a waiver of any privilege or confidentiality agreement between the Committee or any other party, including the Debtors. Arik Preis, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, contends that an information protocol will help ensure that confidential, privileged, proprietary or material non-public information regarding the Debtors or the Committee will not be disseminated to the detriment of the Debtors' estates or their unsecured creditors and will aid the Committee in performing its statutory functions and acquitting its fiduciary duties. Pursuant to the Information Protocol, the Committee will, among other things: (a) establish and maintain an Internet-accessible website, to be maintained by and through Kurtzman Carson Consultant LLC, that provides, without limitation: * a link or other form of access to the website maintained by the Debtors' claims and noticing agent at http://dm.epiq11.com/DHL,which will include, among other things, the case docket and claims register; * highlights of significant events in the Debtors' Chapter 11 cases; * a calendar with upcoming significant events in the Chapter 11 Cases; * a general overview of the Chapter 11 process; * press releases (if any) issued by the Committee or the Debtors; * a registration form for creditors to request "real- time" updates regarding the Chapter 11 Cases via electronic mail; * a form to submit creditor questions, comments and requests for access to information; * responses to creditor questions, comments, and requests for access to information; provided, that the Committee may privately provide responses in the exercise of its reasonable discretion, including in light of the nature of the information request and the creditor's agreement to appropriate confidentiality and trading constraints; * answers to frequently asked questions; * links to other relevant websites; * the names and contact information for the Debtors' counsel and restructuring advisors; and * the names and contact information for the Committee's counsel and financial advisors; (b) distribute updates by and through KCC regarding the Chapter 11 Cases via electronic mail for creditors that have registered for the service on the Committee Website; and (c) establish and maintain a telephone number and e-mail address by and through KCC for creditors to submit questions and comments. To assist the Committee in complying with the Information Protocol, the Committee seeks entry of an order retaining KCC as the information agent. The Committee proposes that the reasonable fees and expenses of KCC for professional services rendered on behalf of the Committee in connection with the Chapter 11 Cases should be paid by the Debtors' estates. A copy of KCC's fee structure is available for free at: http://bankrupt.com/misc/DynegyKCCFee.pdf Albert Kass, KCC's vice president of corporate restructuring services, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In a separate filing, the Committee says that no objections were filed as of December 22, 2011. 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: Committee Wins Nod to Hire Akin Gump as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors in Dynegy Holdings LLC's cases sought and obtained authority from the bankruptcy court to retain Akin Gump Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16, 2011. The Committee says that it needs Akin Gump to perform these services: (a) advise the Committee with respect to its rights, duties and powers in these Chapter 11 cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their affiliates and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, ancillary state court or regulatory litigation related to the Debtors, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Chapter 11 cases; (g) represent the Committee at all hearings and other proceedings before the Court; (h) review and analyze motions, applications, orders, statements, operating reports and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee support, join or object thereto, as applicable; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee in its review and analysis of all of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including without limitation, statements, motions, applications, memoranda, adversary complaints, objections or comments in connection with any matter related to the Debtors or these Chapter 11 cases; (m) investigate and analyze any claims against the Debtors' non-Debtor affiliates; and (n) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure or other applicable law. The Committee asks that all fees and related costs and expenses they'll incur on account of services rendered by Akin Gump in the Chapter 11 cases be paid as administrative expenses of the estates pursuant to Sections 330(a), 331, 503(b) and 507(a)(1) of the Bankruptcy Code. Akin Gump will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date the services are rendered, subject to Section 330 of the Bankruptcy Code. The current hourly rates charged by Akin Gump for professionals and paraprofessionals employed in its offices are: Partners $500 - $1,200 Special Counsel and Counsel $415 - $850 Associates $335 - $625 Paraprofessionals $125 - $310 The Committee expects these Akin Gump attorneys to have primary responsibility for providing the enumerated services: Ira S. Dizengoff, Esq. Partner $975/hour Michael S. Stamer, Esq. Partner $975/hour Arik Preis, Esq. Partner $700/hour Brad M. Kahn, Esq. Associate $510/hour Ashleigh L. Blaylock, Esq. Associate $550/hour Jason P. Rubin, Esq. Associate $560/hour Kristine G. Manoukian, Esq. Associate $510/hour Ira S. Dizengoff, Esq., a member of Akin Gump, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In a separate filing, the Committee says that no objections were filed to the Application as of December 22, 2011. 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: Reaches Deal on Description of Notes for Plan Deal -------------------------------------------------------------- On December 9, 2011, Dynegy, Inc.; Dynegy Holdings LLC and certain holders of Dynegy Holdings' unsecured notes and debentures entered into an amendment to the Support Agreement whereby the initial deadline under the Support Agreement for finalizing documentation with respect to the Debtor Entities' proposed financial restructuring was extended from December 7, 2011 until December 14, 2011. On December 16, 2011, Dynegy, DH and certain holders of Dynegy Holdings' outstanding unsecured notes and debentures entered into a further amendment to the Support Agreement whereby the deadline under the Support Agreement for finalizing documentation with respect to the Restructuring was extended until December 22, 2011. In a Form 8-K filed with the U.S. Securities and Exchange Commission on December 27, 2011, Dynegy, Inc. disclosed that on December 22, 2011, the parties reached agreement on a finalized Description of Notes and Certificate of Designation. On December 26, 2011, Dynegy, Dynegy Holdings and certain holders of an aggregate in excess of $1.8 billion of Dynegy Holdings' unsecured notes and debentures as well as subordinated bonds entered into an Amended and Restated Restructuring Support Agreement, further modifying the Support Agreement. Pursuant to the Amended and Restated Support Agreement, the Signatory Noteholders agree, subject to the terms and conditions contained in the Amended and Restated Support Agreement, to (i) vote their claims under the Old Notes in favor of the Restructuring and not revoke such vote; (ii) not object to the Restructuring; (iii) not initiate legal proceedings inconsistent with or that would prevent, frustrate or delay the Restructuring; (iv) not solicit, support, formulate, entertain, encourage or engage in discussions or negotiations, or enter into any agreements relating to, any alternative restructuring; and (v) not solicit, encourage, or direct any person or entity, including the indenture trustee under the indenture for the Old Notes, to undertake any such action. Additionally, the Signatory Noteholders agree not to transfer their claims, except to parties who also agree to be bound by the Amended and Restated Support Agreement, subject to certain exceptions. Subject to their respective fiduciary duties, Dynegy and DH agree to use their reasonable best efforts to (i) support and complete the Restructuring, (ii) take all necessary and appropriate actions in furtherance of the Restructuring and the transactions related thereto, (iii) complete the Restructuring and all transactions related thereto within the time-frames outlined in the Support Agreement, (iv) obtain all required governmental, regulatory or third-party approvals for the Restructuring and (v) take no actions inconsistent with the Amended and Restated Support Agreement or the confirmation and consummation of the Chapter 11 plan. The Amended and Restated Support Agreement may be terminated if: (i) the Bankruptcy Court has not entered an order approving the disclosure statement related to the Plan by March 15, 2012; (ii) the Bankruptcy Court has not entered an order confirming the Plan by June 15, 2012; and (iii) the Plan has not become effective by August 1, 2012. In addition to the termination events, including item (i) under which a Signatory Noteholder may terminate in its individual capacity, a Signatory Noteholder may, in its individual capacity terminate its obligations under the Amended and Restated Support Agreement if (i) any examiner finds that any member of Dynegy Holdings' board of directors was more likely than not to have committed acts of fraud, willful misconduct, breach of fiduciary duty or any other act which would likely make them unable to satisfy the standards set out in Section 1129(a)(5)(A)(ii) of the Bankruptcy Code; or (ii) any modification is made to any Plan Related Document that is inconsistent in any material respect with the Plan Related Documents approved by each Signatory Noteholder as of December 26, 2011. The parties to the Amended and Restated Support Agreement agree to modify other documents related to the Restructuring, among other things, to provide (i) that the holders of subordinated notes will received an allowed claim of $0.35 for every dollar of claims and (ii) that the aggregate principal amount of Dynegy's 11% new secured notes due 2018 issued pursuant to a new secured notes indenture be increased by $15,000,000. A summary of the Amended and Restated Support Agreement and Term Sheet is available for free at: http://researcharchives.com/t/s?776d 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) EASTBRIDGE INVESTMENT: Sells 500,000 Ordinary Shares for $600,000 ----------------------------------------------------------------- EastBridge Investment Group Corporation, on Dec. 14, 2011, entered into a Stock Purchase Agreement with An Lingyan, an individual residing in the People's Republic of China. Pursuant to the Agreement, the Company sold 500,000 ordinary shares of Tsingda Eedu Corporation, a Cayman Islands corporation, to An Lingyan in exchange for a cash payment of $600,000. There is no relationship, other than the Agreement, between An Lingyan and the Company or any of the Company's officers and directors. About EastBridge Investment Scottsdale, Arizona-based EastBridge Investment Group Corporation is one of a small group of United States companies solely concentrated in marketing business consulting services to closely held, small to mid-size Asian companies that require these services for expansion. EastBridge had fourteen clients as of the date of this filing, that it is assisting in becoming public companies, reporting pursuant to the Securities Exchange Act of 1934, as amended, in the United States and obtaining listings for their stock on a U.S. stock exchange or over-the-counter market. All clients are located in Asia-Pacifica. The Company reported a net loss of $744,483 on $31,000 of revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $1.5 million on $nil revenue for the same period of 2010. The Company's balance sheet at Sept. 30, 2011, showed $1.2 million in total assets, $1.7 million in total liabilities, and a stockholders' deficit of $521,390. As reported in the TCR on April 26, 2011, Tarvaran Askelson & Company, LLP, in Laguna Niguel, California, expressed substantial doubt about EastBridge Investment Group's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that the Company has incurred significant losses. EASTERN/505 LP: Files List of 20 Largest Unsecured Creditors ------------------------------------------------------------ Eastern/505 LP has filed with the U.S. Bankruptcy Court for the Northern District of Texas a list of its 20 largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Betts Construction & Excavation, Inc. 990 Anderson County Road 470 Palestine, TX 75803 Dredging $10,000.00 Strange, Downing & Coates, P.C. 140 E Main Street P.O. Box 293898 Lewisville, TX 75057 Accounting $6,716.25 Rest & Revolution, PR 1444 Oak Lawn Avenue, Suite 206 Dallas, TX 75207 Marketing Party $2,600.00 Atlas Pool Services Disputed Bill $2,175.57 Lakeshore Marine Construction Dredging $1,900.00 E and C Maintenance Monthly Landscape Services $866.00 Lamar Company Paid Monthly $725.00 Narisha Johnson Creative Design Marketing $192.60 SWPPP Inspections Inspections $150.00 Concrete Company #1 Ltd. Service $0.00 Christian Cooper Ownership/Loans $0.00 CCE Service $0.00 Carlos Tile & Coping Service $0.00 Builders Risk Plan Insurance $0.00 Brilliant Service $0.00 Big Sandy Sand Co. Service $0.00 Barrett Construction Dredging $0.00 B.G. Williams Asphalt, LTD. Service $0.00 Atlas Pool Service LLC Service $0.00 Art's A/C Service Service $0.00 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. EMPIRE RESORTS: Regains Compliance with Nasdaq Bid Price Rule ------------------------------------------------------------- Empire Resorts, Inc., announced that it received notice from The Nasdaq Stock Market confirming that the Company has regained compliance with the $1.00 per share minimum closing bid price requirement for continued listing on The Nasdaq Global Market under Listing Rule 5550(a)(2). The Company's trading symbol, which was temporarily changed to NYNYD following a reverse split of the Company's common stock, will return to NYNY at the open of the market on Jan. 13, 2012. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Friedman LLP, after auditing the Company's financial statements for the year ended Dec. 31, 2010, expressed substantial doubt about the Company's ability to continue as a going concern. Friedman noted that the Company's ability to continue as a going concern depends on its ability to satisfy its indebtedness when due. In addition, the Company has continuing net losses and negative cash flows from operating activities. Empire Resorts reported a net loss of $17.57 million on $68.54 million of net revenues for the year ended Dec. 31, 2010, compared with a net loss of $10.57 million on $67.63 million of net revenues during the prior year. The Company reported net income of $958,000 on $53.53 million of net revenues for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2011, showed $50.53 million in total assets, $24.86 million in total liabilities, and $25.66 million in total stockholders' equity. ESTELA'S MEXICAN: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Tampa (Fla.) Bay Online reports that Scott and Ana Estela Jorgensen, the couple who own the Estela's Mexican Restaurant chain and two of their locations, filed for bankruptcy protection on Dec. 28, 2011. According to the report, the couple estimated assets and debts of $1 million to $10 million. Estela's restaurants on South Dale Mabry Highway in Tampa and Brandon Boulevard each filed for bankruptcy individually. The report notes that other Estela's locations on Davis Islands in Tampa and in St. Petersburg and New Port Richey are not included in the bankruptcy filings. FONTAINEBLEAU L.V.: Icahn Nevada Seeks Protective Order ------------------------------------------------------- Icahn Nevada Gaming Acquisition LLC asks the U.S. Bankruptcy Court for the District of Southern Florida to enter a stipulated protective order governing inspection, discovery, and production of documents or electronically stored information. Francis L. Carter, Esq., at Katz Barron Squitero Faust Friedberg Grady English & Allen P.A., in Miami, Florida, says the Protective Order is the culmination of months of negotiations with all persons or entities who have sought discovery from Icahn Nevada, which include almost every party-in-interest to the Allocation Motion, the above-captioned adversary proceeding regarding priority of liens on the Sale Proceeds, and the Sale Proceeds. Entry of the Protective Order will provide an efficient and orderly process for production of hundreds of thousands of pages of documents and electronically stored information sought in no less than five requests, as well as provides Icahn Nevada necessary protections in connection with the Requests, Mr. Carter contends. The parties to the proposed stipulated order are Icahn Nevada, the steering group for the term Lenders, Wilmington Trust FSB, the 343 entities asserting mechanic's lien claims on the Debtors' former Assets, First American Title Insurance Company and other "Title Companies"; and the Chapter 7 Trustee. Mr. Carter points out that the requested discovery and inspection have already required Icahn Nevada to expend tens of thousands of dollars in fees and expenses, and will likely require Icahn Nevada to expend well over $150,000 to complete, clearly an undue burden and expense to Icahn Nevada. In addition, Mr. Carter asserts that: -- the discovery request will require Icahn Nevada to review and produce hundreds of thousands of pages of documents and/or ESI, also clearly an undue burden and expense to Icahn Nevada, a non-party to the Litigation; -- the documents requested are in multiple locations in New York and Nevada, making production logistically difficult, which difficulties have been resolved through negotiation of an efficient and orderly process for production in connection with the Protective Order; -- the production implicates both Icahn Nevada's and the Debtors' privileges and protections in the documents, thus requiring a coordinated process for production; -- the Requests seek confidential documents, like Icahn Nevada's financial statements and tax returns; -- the Requests seek inspection of the "Project," an unfinished construction site, representing potential for liability to Icahn Nevada and requiring compliance with health, safety and insurance concerns in connection with the inspection; and -- the Protective Order represents a process for production negotiated with all persons and entities that have asked production from Icahn Nevada. A copy of the Proposed Stipulated Protective Order is available for free at http://bankrupt.com/misc/FBIcahnPropStpOrd.pdf OTS Reserves Rights QTS Logistics Inc. and Quality Transportation Services of Nevada, Inc., relates that they are engaged in discussions with Icahn Nevada to become a party to the Proposed Stipulated Protective Order. QTS says it has no objection to the entry of the Proposed Stipulated Protective Order at this time, but seeks to reserve all of its rights, including the right to obtain access to Icahn Nevada's documents. Parties Agree to Continue Hearings Pursuant to an agreed order submitted by the M&M Lienholders and JMB Capital Partners Master Fund, LP., the Court has ruled that: a. the Expert Deadline is continued from December 1, 2011 to January 19, 2012; b. Disclosure of Rebuttal Expert Testimony is continued from December 12, 2011 to February 2, 2012; c. Discovery Cut-Off is continued from January 13, 2012 to March 16, 2012; d. the Pretrial Order Submission Deadline and Pretrial Conference are continued from January 23, 2012 at 11:30 a.m. to April 10, 2012 at 3 p.m. in Courtroom 1410, 51 SW 1st Avenue, Miami, Florida; e. the Deadline to Submit Pre-Marked Exhibits is continued from January 17, 2012 to March 27, 2012 at 4:00 p.m.; f. the Deadline to object to an opposing party's submitted exhibits is continued from January 20, 2012 to March 29, 2012 at 4:00 p.m.; g. Wilmington Trust will prepare and sign a proposed pretrial order and furnish the proposed draft to all other participants at least seven days prior to the pretrial conference. The proposed pretrial order will be complete in all respects except for the other parties' lists of exhibits and witnesses; h. within three business days following receipt of the proposed pretrial order, each of the other Participants intending to participate in the trial will: -- if the proposed draft is acceptable, to sign and return the signature page to Wilmington together with that party's list of exhibits and witnesses, if any; -- if the proposed draft is not acceptable, to promptly meet with or confer by telephone with Wilmington Trust's Counsel in a good faith effort to complete a pretrial order; i. no later than 4:00 p.m. four business days prior to trial, each Participant intending to participate in the trial will (i) serve on all other Participants and (ii) furnish to the judge's chambers a copy of any summary which that Participant will offer in evidence at the trial, together with a notice of the location of the books, records, and the like of which the summary has been made and the reasonable times which the records were offered to the other Participants for inspection and copying. j. each Participant intending to participate in the trial will file and serve these documents no later than 4:00 p.m. two business days prior to the pretrial conference: -- any written opening statement the Participant wishes the court to read before the trial begins. Oral opening statements normally will not be permitted at trials; -- unless otherwise ordered, any objection to the use of a disclosed transcript, to the admissibility of a proposed exhibit, or to all or part of a summary must (i) identify the transcript or exhibit subject to the objection, (ii) identify the grounds for the objection, and (iii) provide full citations to all case decisions and other authority in support of the objection. Failure to timely object to a transcript, exhibit, or all or any part of a summary will be deemed a waiver of any objection and consent to admissibility at trial. All motions in limine and other evidentiary objections will be argued prior to the start of the scheduled trial, other than those that arise during the course of trial; k. The Evidentiary Hearing is continued from March 1, 2012 at 10:30 a.m. to April 19, 2012 at 10 a.m. The Evidentiary Hearing will take place in Courtroom 1410, 51 SW 1st Avenue, Miami, Florida. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was planned as a hotel-casino on property along the Las Vegas Strip. Its developer, Fontainebleau Las Vegas Holdings LLC and affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-21481) on June 9, 2009. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. Kurtzman Carson Consulting LLC served as the Debtors' claims agent. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC estimated more than $1 billion in assets and debts, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC estimated less than $50,000 in assets. In February 2010, Icahn Enterprises L.P. acquired Fontainebleau for roughly $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU L.V.: Court OKs Rules to Settle Avoidance Suits ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida has approved the proposed procedures to allow Soneet R. Kapila, the Debtors' Chapter 7 trustee, to settle avoidance actions. The Chapter 7 Trustee is authorized, without further court approval, to settle and compromise any Avoidance Action with respect to which: (a) the amount demanded is $60,000 or less; or (b) the amount demanded, although greater than $60,000, is $500,000 or less, and the settlement amount is 65% or greater percentage of the amount demanded. All objections to the request were overruled by the Court. Trustee Files Motions to Compromise Controversies In separate filings, the Chapter 7 Trustee asks the Court to approve the compromises of controversies it entered into with various counter-parties. The Chapter 7 Trustee previously asserted that the Counter- Parties received amounts from the Debtors within the prohibited periods before the filing of a petition for Chapter 11 protection. The Counterparties disputed the allegations. To resolve the issues between them, the Counterparties agreed to pay these amounts to the Chapter 7 Trustee in exchange for the dismissal of the complaints filed by the Chapter 7 Trustee to recover the Transfers: Baker Knapp & Tubbs, Inc. d/b/a Mark David $1,300,000 Tai Ping Carpets Americas, Inc. $60,000 Max Protetch $50,000 Mancini Duffy $45,000 David Collins Studio Limited $15,000 PricewaterhouseCoopers LLP $4,000 Arthur Weiner $2,000 Sheppard Mullin Richter & Hampton, LLP $2,000 About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was planned as a hotel-casino on property along the Las Vegas Strip. Its developer, Fontainebleau Las Vegas Holdings LLC and affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-21481) on June 9, 2009. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. Kurtzman Carson Consulting LLC served as the Debtors' claims agent. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC estimated more than $1 billion in assets and debts, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC estimated less than $50,000 in assets. In February 2010, Icahn Enterprises L.P. acquired Fontainebleau for roughly $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FONTAINEBLEAU L.V.: Proposes Agreement With IKON Office ------------------------------------------------------- On June 8, 2011, Soneet R. Kapila, the Chapter 7 Trustee, initiated adversary proceedings against certain of the Debtors' former officers and directors and other insiders. In the Adversary Proceedings, the Trustee has alleged, among other things, breach of fiduciary duty by certain of the Debtors' former officers and directors. In related proceedings, Fontainebleau Resorts LLC, the Debtors' ultimate parent company and a defendant in the Adversary Proceedings, was ordered to turnover to the Chapter 7 Trustee a copy of the document and electronic mail servers used in connection with the Debtors' business operations. Ikon Office Solutions told the court that it is currently in possession of the document and e-mail servers and copies of the document and e-mail servers will be made and provided to the Chapter 7 Trustee. The size of the e-mail server is 382 gigabytes, the Chapter 7 Trustee said. The Chapter 7 Trustee believes that the Server may have information, including relevant to and necessary for prosecution of the Adversary Proceedings. However, given the volume of data housed on the Server, the Chapter 7 Trustee, believes that the most efficient use of estate time and resources can be achieved if the data is processed to identify directly relevant information. Accordingly, the Chapter 7 Trustee sought and obtained authority from the Court to enter into an electronic data processing agreement with Ikon Office Solutions to process and deliver information from the Server according to the Trustee's specifications. Ikon has estimated the cost to process and produce the documents to be approximately $19,750. About Fontainebleau Las Vegas Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was planned as a hotel-casino on property along the Las Vegas Strip. Its developer, Fontainebleau Las Vegas Holdings LLC and affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 09-21481) on June 9, 2009. Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors in their restructuring effort. Kurtzman Carson Consulting LLC served as the Debtors' claims agent. Attorneys at Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the Official Committee of Unsecured Creditors. Fontainebleau Las Vegas LLC estimated more than $1 billion in assets and debts, while each of Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC estimated less than $50,000 in assets. In February 2010, Icahn Enterprises L.P. acquired Fontainebleau for roughly $150 million. The bankruptcy case was subsequently converted to Chapter 7. Soneet R. Kapila has been named the trustee for the Chapter 7 case of Fontainebleau Las Vegas. Bankruptcy Creditors' Service, Inc., publishes Fontainebleau Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fontainebleau Las Vegas Holdings, LLC, and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GARLOCK SEALING: Asbestos Claimants Win OK to Subpoena BofA ----------------------------------------------------------- Amanda Bransford at Bankruptcy Law360 reports that the North Carolina federal judge overseeing Garlock Sealing Technologies LLC's bankruptcy on Tuesday granted a bid by asbestos injury claimants to obtain information from Bank of America NA and Duff & Phelps LLC regarding corporate restructurings that took place before the bankruptcy. Over Garlock's objections, U.S. Bankruptcy Judge George R. Hodges granted a motion submitted by a committee of asbestos claimants allowing it to compel testimony and review documents held by the bank, which reviewed the restructurings, Law360 relates. 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. GENCORP INC: Steel Partners Discloses 6.9% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Steel Partners Holdings L.P. and its affiliates disclosed that, as of Jan. 1, 2012, they beneficially own 4,065,737 shares of common stock of GenCorp Inc. representing 6.9% of the shares outstanding. As previously reported by the TCR on Feb. 26, 2010, Steel Partners disclosed beneficial ownership of 4,055,737 common shares. A full-text copy of the amended Schedule 13D is available for free at http://is.gd/f40dKe About GenCorp Inc. Rancho Cordova, Calif.-based GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- is a manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the re-zoning, entitlement, sale, and leasing of the Company's excess real estate assets. The Company's balance sheet at Aug. 31, 2011, showed $994.20 million in total assets, $1.13 billion in total liabilities, $4.50 million in redeemable common stock, and a $147.90 million total shareholders' deficit. * * * Standard & Poor's in February 2011 has raised its corporate credit rating on GenCorp Inc. to 'B' from 'B-'. S&P also raised its rating on the company's first-lien secured debt to 'BB-' from 'B+' and on the subordinated debt to 'CCC+' from 'CCC'. The recovery rating on the first-lien secured debt remains unchanged at '1', and the recovery rating on the subordinated debt remains unchanged at '6'. The outlook is stable. "We are raising its ratings on GenCorp by one notch to reflect the company's improved liquidity position," said Standard & Poor's credit analyst Lisa Jenkins. "The ratings on GenCorp reflect its highly leveraged capital structure, weak financial performance, limited diversity, and modest scale of operations compared with competitors. Offsetting these challenges to some extent is the company's good niche positions in aerospace propulsion and solid backlog. S&P characterize GenCorp Inc.'s business profile as weak and its financial profile as highly leveraged." As reported by the TCR on May 24, 2011, Moody's Investors Service upgraded the corporate family and probability of default ratings of GenCorp Inc. to B1 from B2. The upgrade reflects the Company's steady improvement to operating results, as a leading niche supplier of solid and liquid rocket propulsion systems to prime defense contractors. Operating margins have grown to above 11% (inclusive of Moody's standard adjustments) in the most recent twelve-month period, resulting from growth in defense programs that GenCorp supplies (THAAD, Aegis, PAC-3) and good cost controls. GenCorp's funded backlog has grown steadily over several years, and is now about 90% of sales. The level of backlog provides good forward revenue visibility and compares favorably with other defense suppliers. GENERAL GROWTH: Analysts Expect Spinoff Unit's Shares to Fall ------------------------------------------------------------- The Wall Street Journal's Kris Hudson reports that General Growth Properties Inc. later this month is set to spin off 30 of its weaker malls as a separate company. The separation will allow General Growth to focus its resources on its remaining 137 best- performing malls. The spinoff, to be called Rouse Properties Inc., then can concentrate on buying and rehabilitating so-called B malls, which mostly are lower-productivity malls in secondary and tertiary markets. WSJ notes there are plenty of skeptics of the Rouse spinoff. General Growth will be attempting the spinoff during a tough time for subpar malls. Retailers that are closing stores generally are doing so in second- and third-tier malls in favor of retaining stores in top malls with high sales volumes. In addition, B malls tend to require considerable capital for renovations to revive them. According to WSJ, some analysts predict Rouse's stock will fall after it begins trading Jan. 13. The problem, some analysts say, is that many of General Growth's institutional shareholders have no compelling need to retain the shares they receive in Rouse, which will trail several other mall REITs in market value. "This company is a low-productivity mall owner," said Cedrik Lachance, an analyst with Green Street Advisors Inc., according to WSJ. "It has relatively high leverage, an unproven management team and no trading track record of any sort." "Rouse is being created to be a B-mall consolidator," General Growth CEO Sandeep Mathrani said in a December interview at General Growth's Chicago headquarters, according to WSJ. "They can actually be a viable, strong B-mall company. We're putting assets into this business that are good assets." WSJ notes Brookfield Asset Management Inc., the Canadian real- estate investor with $150 billion in assets under management, will play a major role with Rouse. As a 40% shareholder in General Growth, Brookfield will own 40% of Rouse upon the spinoff. Brookfield also has pledged to backstop a $200 million secondary offering of shares by Rouse early this year, meaning Brookfield will purchase any shares not bought by other investors. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP successfully restructured approximately $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP has split itself into two separate and independent publicly traded corporations. GGP shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. The new GGP, which will commence trading Nov. 10 on The New York Stock Exchange under the ticker symbol "GGP," is the second-largest shopping mall owner and operator in the country, with more than 183 regional malls in 43 states. The spin-off company, The Howard Hughes Corporation, consists of GGP's portfolio of master planned communities and other strategic real estate development opportunities. This company will trade under the ticker symbol "HHC" on The New York Stock Exchange. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL MARITIME: Court Approves Kramer Levin as Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized General Maritime Corporation to employ Kramer Levin Naftalis & Frankel LLP as counsel. It is expected that Kramer Levin's services will include, without limitation, assisting, advising and representing the Debtors with respect to: (1) the administration of the Debtors' Chapter 11 cases and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors or the Chapter 11 Cases; (2) the preparation on behalf of the Debtors of necessary applications, motions, memoranda, orders, reports and other legal pleadings; (3) appearances in Court and at various meetings to represent the interests of the Debtors; (4) negotiations with the Debtors' secured lenders, as well as any creditors' committee appointed in these Chapter 11 Cases, other creditors, and third parties, for the benefit of the Debtors' estates; (5) communications with creditors and others as the Debtors may consider desirable or necessary; and (6) the performance of all other legal services for the Debtors in connection with these Chapter 11 Cases, as required under the Bankruptcy Code and the Bankruptcy Rules, and the performance of those other services as are in the interests of Debtors, including, without limitation, any general corporate legal services. At present, the hourly billing rates of Kramer Levin's professionals are: Partners $685 - $995 Counsel $715 - $1,050 Special Counsel $670 - $750 Associates $400 - $735 Legal Assistants $250 - $300 The Debtors agree to reimburse Kramer Levin for its expenses including, but not limited to, telecommunications, photocopying, court fees, travel expenses and computer-aided research. Prior to the Petition Date, the Debtors provided Kramer Levin with a retainer of $300,000 to pay for legal services in connection with the Debtors' restructuring efforts, including preparation for the Chapter 11 cases. To the best of the Debtors' knowledge, Kramer Levin is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. GENERAL MARITIME: Jan. 12 Hearing on Panel's Bid to Hire Perella ---------------------------------------------------------------- The Bankruptcy Court will hold a hearing Jan. 12 to consider the request of the Official Committee of Unsecured Creditors in the Chapter 11 cases of General Maritime Corporation to retain Perella Weinberg Partners LP as its financial advisor. The Committee is banking on the experience Perella Weinberg gained on the bankruptcy case while it was retained by an ad hoc group of noteholders holding more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corp. prepetition. In providing prepetition services to the Noteholders Committee, Perella Weinberg's professionals have worked closely with the Debtors' management and other professionals and have become well acquainted with the Debtors' operations, debt structure, creditors, business and operations and related matters. Perella Weinberg is proposed to be paid according to this Fee Structure: (a) A monthly financial advisory fee of $125,000 for each month of the Engagement, prorated for any partial month, due and payable in advance commencing on Dec. 1, 2011, until the earlier of (i) the consummation by the Debtors of a Transaction or (ii) the termination of the Engagement. Any Monthly Advisory Fee payable and due commencing after the sixth month of Perella Weinberg Partners' engagement will be credited 50% against a Success Fee. (b) A success fee greater of (i) $1,000,000 or (ii) 1.25% of the aggregate Recovery Amount as defined in the Engagement Letter, payable promptly following the consummation of a Transaction, provided that the result of the Transaction provides the Unsecured Creditors with a recovery in respect of their Claims in an amount more than $1,000,000 in the aggregate. (c) Reimbursement of all out-of-pocket expenses. (d) Additional fees for Perella Weinberg's provision of expert testimony in any judicial proceeding. The Committee has agreed to indemnify and to make certain contributions to Perella Weinberg in accordance with the indemnification provisions set forth in the Engagement Letter. Derron S. Slonecker, a partner of Perella Weinberg, attests that the firm (a) is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, (b) does not hold or represent an interest adverse to the Debtors' estates with respect to the matter on which it is to be employed and (c) has no connection to the Debtors, their creditors or their related parties. Mr. Slonecker disclosed that Perella Weinberg during the 90-day period immediately before the Petition Date, received $250,657 in payments from the Debtors. The firm may be reached at: Derron S. Slonecker PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue New York, NY 10153 Tel: 212-287-3200 Fax: 212-287-3201 E-mail: dslonecker@pwpartners.com About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Creditors Committee also tapped Lowenstein Sandler PC as special conflicts counsel. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. GENERAL MARITIME: Can Access $75-Million of DIP Financing --------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York has authorized General Maritime Corporation, on a final basis, to use $75 million in debtor-in-possession financing from Nordea Bank Finland Plc and other lenders as well as use cash collateral and provide adequate protection to prepetition secured parties. The DIP financing may be increased to up to $100 million in accordance with the terms of the DIP Credit Agreement and subject to further order of the Court. The Bankruptcy Court disregarded the limited objection filed by the Committee of Unsecured Creditors, which contends that the terms of the DIP Facility are overreaching or otherwise unreasonable, unfair, and unjustified and cannot be approved with the relief currently sought. The DIP facility consists of a $40 million term loan facility and a $35 million revolving loan credit facility. Subject to the Carve-Out, the DIP Lender is granted the following security interests and liens: (I) valid, enforceable, perfected and non-avoidable first priority liens on and security interests in all DIP Collateral that was not encumbered by valid, enforceable, perfected and non-avoidable liens as of the Petition Date; (II) valid, enforceable, perfected and non-avoidable liens on and security interests in (x) all DIP Collateral which is unencumbered by the Senior Liens and (y) all DIP Collateral encumbered by the Senior Liens; and (III) valid, enforceable, perfected and non-avoidable liens on and security interests in all Senior Collateral. The DIP Obligations will constitute an allowed superpriority claim of the DIP Agent for the benefit of the DIP Secured Parties, and be payable from and have recourse to all DIP Collateral. In addition, each Debtor is authorized to (a) use the Cash Collateral and (b) request and use proceeds of the DIP Extensions of Credit, in the amounts and for the line item expenditures set forth in the DIP Budget. As adequate protection for the interests of the Senior Agent and the Prepetition Secured Parties in the Senior Collateral, the Senior Agent will receive adequate protection liens on all of the DIP collateral, adequate protection superpriority administrative expense claims, and adequate protection payments. The Senior Agent will receive from the Debtors, monthly in arrears, payment in cash of all interest and letter of credit, unused commitment and other fees that accrue on and after the Petition Date at the non-default contract rate provided for under the Senior Loan Documents. As reported in the Troubled Company Reporter on Nov. 28, 2011, under the DIP Agreement, General Maritime covenants with the DIP lenders not permit the sum of (i) the Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries and (ii) the aggregate available unutilized Revolving Commitments to be less than: (x) from the entry of the Final DIP Order to and including April 30, 2012, $15,000,000 at any time and (y) from May 1, 2012, to and including the Maturity Date, $10,000,000 at any time. General Maritime also will not permit cumulative Consolidated EBITDA for the period commencing on Nov. 1, 2011, and ending on the last day of a month set forth to be less than the amount set forth Month Minimum EBITDA ----- -------------- December 2011 $2,115,000 January 2012 $4,600,000 February 2012 $6,875,000 March 2012 $9,350,000 April 2012 $12,100,000 May 2012 $15,700,000 June 2012 $19,225,000 July 2012 $23,725,000 August 2012 $28,050,000 September 2012 $32,750,000 October 2012 $37,200,000 The DIP Facility matures on the earlier of (i) nine months from the Petition Date with a three month extension option, (ii) the date of termination of commitments and DIP Lenders? obligations to make loans and issue letters of credit pursuant to the exercise of remedies, (iii) the effective date of a chapter 11 plan, and (iv) the consummation of a sale pursuant to Section 363 of the Bankruptcy Code. The DIP Agreement requires the Borrower to pay the lenders a host of fees: (1) Commitment Commission Fee: 50% of the applicable margin for the DIP Loans with respect to any unused portion of the commitment. (2) Letter of Credit Fee: rate per annum equal to the applicable margin for DIP Loans on the stated amount of each letter of credit. (3) Facing Fee (with respect to Letters of Credit): a rate per annum equal to the greater of $500 and 1/8 of 1% on the stated amount of each letter of credit. (4) Facility Fee: 1.50% of the commitment of each DIP Lender Other Fees: as agreed to between the Debtors and the DIP Agent/DIP Lenders The Debtors are required to comply with these milestones under the DIP Agreement: -- obtain binding written commitment and support agreement for a New Equity Amount and file an acceptable bankruptcy- exit plan and disclosure statement 75 days after the Petition Date (the DIP Lenders have certain consent rights over the plan); -- obtain an order approving the disclosure statement 135 days after the Petition Date; and -- obtain an order confirming an Acceptable Plan and the Acceptable Plan will be substantially consummated 210 days after the Petition Date. Absent compliance with the milestones, the Debtors must immediately commence a sale process upon receipt of notice of noncompliance from the DIP Agent at the direction of the Directing Parties. Oaktree Capital Management LP, a lender, would be the so-called stalking horse for that auction. The lending consortium consists of: * Nordea Bank Finland PLC, New York Branch; * Citibank NA; * DNB Bank ASA; * HSH Nordbank AG; * The Royal Bank of Scotland; and * Skandinaviska Enskilda Banken AB (PUBL) According to Bloomberg News, General Maritime's bankruptcy counsel, Kenneth Eckstein said Nov. 18 the company hopes to file a reorganization plan in January. An ad hoc group of holders of more than $185 million of the $300 million of 12% Senior Notes due 2017 issued by General Maritime Corporation objected to the DIP loan, saying its terms would "serve to prematurely limit or foreclose the rights of unsecured creditors or any official committee appointed to represent their interests." The Noteholders group consists of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. As of Sept. 30, 2011, General Maritime recorded consolidated liabilities totaling $1,412,647,000. For the 12 months ending Sept. 30, 2011, the Company?s consolidated net voyage revenue was $201.7 million. Pre-bankruptcy, the vast majority of the Debtors? liabilities relates to borrowed debt comprised of: $550 million under a credit facility dated May 6, 2011 with Nordea Bank Finland plc, New York Branch, as administrative agent; $328.2 million under a credit facility dated May 6, 2011, with Nordea as administrative agent; $200 million under a credit facility dated May 6, 2011, with OCM Administrative Agent, LLC, as administrative agent; and $300 million of senior notes due 2017 under an indenture dated November 12, 2009, with Bank of New York Mellon as indenture trustee. About General Maritime New York-based General Maritime Corporation, through its subsidiaries, provides international transportation services of seaborne crude oil and petroleum products. The Company's fleet is comprised of VLCC, Suezmax, Aframax, Panamax and product carrier vessels. The fleet consisted of 30 owned vessels and three chartered vessels. The company generates substantially all of its revenues by chartering its fleet to third-party customers. The largest customers include major international oil companies, oil producers, and oil traders such as BP, Chevron Corporation, CITGO Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess Corporation, Lukoil Oil Company, Stena AB, and Trafigura. General Maritime and 56 subsidiaries filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17, 2011. Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, serve as counsel to the Debtors. Moelis & Company is the financial advisor. Garden City Group Inc. is the claims and notice agent. General Maritime disclosed $1,718,598,000 in assets and $1,412,900,000 in liabilities as of Sept. 30, 2011. General Maritime's publicly held securities include 121.5 million common shares and $300 million in unsecured 12% notes due 2017. Prepetition, General Maritime reached agreements with its key senior lenders, including its bank group, led by Nordea Bank Finland plc, New York Branch as administrative agent, as well as affiliates of Oaktree Capital Management, L.P., on the terms of a restructuring. Under terms of the agreements, Oaktree will provide a $175 million new equity investment in General Maritime and convert its prepetition secured debt to equity. In conjunction with the filing, General Maritime has received a commitment for up to $100 million in new DIP financing from a group of lenders led by Nordea as administrative agent. Counsel for Nordea, as the DIP Agent and the Senior Agent, are Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case LLP. Counsel for Oaktree Capital Management, the Junior Agent, are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland & Ellis, LLP. The Official Committee of Unsecured Creditors appointed in the case has retained lawyers at Jones Day as Chapter 11 counsel. Jones Day previously represented an ad hoc group of holders of the 12% Senior Notes due 2017 issued by General Maritime Corp. This representation began Sept. 20, 2011, and concluded Nov. 29, 2011, with the agreement of all members of the Noteholders Committee. The Noteholders Committee consisted of Capital Research and Management Company, J.P. Morgan Investment Management, Inc., J.P. Morgan Securities LLC, Stone Harbor Investment Partners LP and Third Avenue Focused Credit Fund. The Creditors Committee is comprised of Bank of New York Mellon Corporate Trust, Stone Harbor Investment Partners, Delos Investment Management, and Ultramar Agencia Maritima Ltda. GORDY MANAGEMENT: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Gordy Management Unlimited, Inc. aka Gordy Management Unltd., Inc. 1057 Orchard Drive Clarkesville, GA 30523 Bankruptcy Case No.: 12-20006 Chapter 11 Petition Date: January 2, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Ernest V. Harris, Esq. HARRIS & LIKEN, L.L.P. P.O. Box 1586 Athens, GA 30603 Tel: (706) 613-1953 Fax: (706) 613-0053 E-mail: ehlaw@bellsouth.net Scheduled Assets: $1,277,600 Scheduled Liabilities: $3,440,308 The Company?s list of its 15 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb12-20006.pdf The petition was signed by Randy Gordy, CEO. GRAND RIVER: U.S. Trustee Appoints 5-Member Creditors Committee --------------------------------------------------------------- Daniel M. Mcdermott, the United States Trustee for Region 9, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of Grand River Infrastructure, Inc. The Creditors Committee members are: 1. Kevin Jager J & H OIL COMPANY 2696 Chicago Dr. S.W. Wyoming, MI 49519 Tel: (616)534-2181 Fax: (616)534-1663 E-mail: Jhar@jhoil.com 2. Paul Lemanski ST. MARY'S CEMENT 9333 Dearborn Street Detroit, MI 48209 Tel: (313)849-4588 Fax: (313)849-4555 E-mail: pjlemanski@vcsmc.com 3. David Scripps ROBINSON CARTAGE CO. 2712 Chicago Dr. S.W. Grand Rapids, MI 49519 Tel: (616) 532-3673 Fax: (616) 531-2405 E-mail: dscripps@Robinsoncartage.com 4. Ron Matthews VERPLANK TRUCKING CO. P.O. Box 8 Ferrysburg, MI 49409 Tel: (616) 842-1448 Fax: (616) 842-1506 E-mail: ron@verplanktrucking.com 5. Gerald Lorenz BETA STEEL 44225 Utica Road Utica, MI 48318 Tel: (586)323-6812 Fax: (586)323-8720 E-mail: gerald.lorenz@mnp.com About Grand River Infrastructure Grand River Infrastructure, Inc., based in Durand, Michigan, manufactures and sells concrete bridges and sewer products. Grand River filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 11-35206) on Nov. 14, 2011. Judge Daniel S. Opperman presides over the case. Lawyers at Lambert, Leser, Isackson, Cook & Giunta, P.C., serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in debts. The petition was signed by David C. Marsh, vice president. GRUBB & ELLIS: Stockholders Reelect Five Directors to Board ----------------------------------------------------------- Grubb & Ellis Company held its 2011 annual meeting of stockholders on Dec. 29, 2011. Approximately 86% of the voting power of the 127,541,284 outstanding shares entitled to vote was represented, in person or by proxy, at the Annual Meeting. As reported by Computershare, the independent inspector of elections for the Annual Meeting, the Company's stockholders voted: (i) to reelect each of Mr. C. Michael Kojaian, the Company's Chairman of the Board, Mr. Thomas P. D'Arcy, the Company's President and Chief Executive Officer, Mr. Devin I. Murphy, Mr. D. Fleet Wallace and Mr. Rodger D. Young as directors of the Company for one-year terms; (ii) to adopt an amendment to the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's issued and outstanding common stock at an exchange ratio of 1-for-50; and (iii) to ratify the appointment of Ernst & Young LLP as the Company's independent accounting firm for the fiscal year ending Dec. 31, 2011. About Grubb & Ellis Company Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is one of the largest and most respected commercial real estate services and investment companies in the world. Our 5,200 professionals in more than 100 company-owned and affiliate offices draw from a unique platform of real estate services, practice groups and investment products to deliver comprehensive, integrated solutions to real estate owners, tenants and investors. The firm's transaction, management, consulting and investment services are supported by highly regarded proprietary market research and extensive local expertise. Through its investment management business, the company is a leading sponsor of real estate investment programs. The Company reported a net loss of $69.7 million on $575.5 million of revenues for 2010, compared with a net loss of $80.5 million on $527.9 million of revenues for 2009. The Company also reported a net loss of $28.61 million on $378.90 million of total revenue for the nine months ended Sept. 30, 2011, compared with a net loss of $58.56 million on $372.38 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $149.77 million in total assets, $152.74 million in total liabilities, $98.89 million in preferred stock, and a $101.85 million total deficit. The Company said it may seek additional financing prior to the completion of its review of strategic alternatives. It is anticipated that any strategic alternative would include provisions to extend, retire or refinance the Colony credit facility at or prior to maturity. If the Company is unable to extend, retire or refinance the Colony credit facility prior to maturity, it could create substantial doubt about the Company's ability to continue as a going concern for the twelve month period following the date of these financial statements. The Company believes that upon completion of its strategic alternative process the Company will have sufficient liquidity to operate in the normal course over the next twelve month period. HARBOUR EAST: Court Rejects Plan, Orders Conversion to Ch. 7 ------------------------------------------------------------ On Dec. 29, 2011, the U.S. Bankruptcy Court for the Southern District of Florida entered an order denying confirmation of Harbour East Development, Ltd.'s Third Amended Plan of Reorganization, filed Nov. 4, 2011, and converting the Debtor's Chapter 11 case to a case under Chapter 7. In a separate order also dated Dec. 29, 2011, the Court granted 7935 NBV LLC full and complete stay relief and authorized NBV to conduct a public foreclosure sale of the Property and to seek appointment of a receiver pending completion of such sale A copy of the Dec. 29, 2011 order is available for free at: http://bankrupt.com/misc/harboureast.doc596.pdf A meeting of creditors has been scheduled for Feb. 6, 2012, at 11:30 a.m. The Debtor's representative must be present at the meeting to be questioned under oath by the trustee and by creditors. Creditors are welcome to attend, but are not required to do so. The meeting may be continued and concluded at a later date specified in a notice filed with the court. A copy of the Notice of Chapter 7 Bankruptcy Case, Meeting of Creditors, & Deadlines is available for free at: http://bankrupt.com/misc/harboureast.doc598.pdf Joel Tabas, the duly appointed Chapter 7 Trustee of the Debtor's estate, pursuant to 11 U.S.C. Sections 105, 363 and 721, has requested authority to (A) temporarily operate the Debtor's business until the Property is sold, (B) to employ Frank Guerra and Altis Real Estate Strategies as Asset Manager; and (C) to use cash collateral pursuant to a budget. The Trustee tells the Court that NBV has agreed and consents to the motion. About Harbour East Development Harbour East Development, Ltd., is the developer and owner of the luxury residential condominium development known as CIELO on the Bay located at 7935 East Drive, North Bay Village. CIELO contains 35 residential condominium units. Harbour East filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 10-20733) on April 22, 2010. Michael L. Schuster, Esq., who has an office in Miami, Florida, represents the Debtor. The Company estimated assets and debts at $10 million to $50 million, as of the Chapter 11 filing. Judge Cristol denied the request of 7935 NBV LLC's request to dismiss the case. No creditors' committee has been appointed in the case. In addition, no request for the appointment of a trustee or examiner has been made. On Nov. 4, 2011, Harbour East filed a Third Amended Plan of Reorganization and an explanatory disclosure statement explaining the Plan. General Unsecured Claims will receive up to 100% of the principal amount and accrued interest at the Unsecured Cram Down Rate from the General Unsecured Distribution Reserve. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/harboureast.doc502.pdf The Plan will be funded by the Debtor forfeited Purchaser Escrow Deposits, income from rental of Condominium Units, Net Proceeds of Sale of Condominium Units, the conversion of the Egozi unsecured claim into equity interests in the Reorganized Debtor, and if applicable, credits received upon the transfer of property securing claims to the holders of such claims. HAWAII MEDICAL: Liliha & 'Ewa Facilities Will Shut Down Next Week ----------------------------------------------------------------- Honolulu Weekly reports that Hawaii Medical Center closed emergency rooms at both its Oahu hospitals on Dec. 19, 2011. Both HMC East in Liliha and HMC West in 'Ewa will be shutting down completely over the next few weeks, and when they do, HMC will cease to exist. HMC purchased the hospitals from the Catholic St. Francis Healthcare System in 2007 for $68 million, only to file for Chapter 11 Bankruptcy 18 months later. The company emerged relatively unscathed under a restructuring plan in 2010, but filed for Chapter 11 protection again in June 2011. "They just didn't have the financial resources to do the things that needed to be done," the report quotes HMC spokesperson Kris Tanahara as saying. The report notes that, under HMC's restructuring agreement with St. Francis Hospital, St. Francis had agreed to exchange the remaining debt for the hospitals' assets. As it turns out, though, St. Francis will not resume ownership of the two hospitals. "We learned there were a lot of liabilities that HMC was responsible for," St. Francis spokesperson Nathan Hokama explained. "Those liabilities were much more than what St. Francis could take care of." The report says sources familiar with the deal speculate that after the hospitals have relocated their few remaining patients and closed their doors for good, another company will most likely purchase the assets. Meanwhile, EMS vehicles are stretched thin as they struggle to transport people farther distances in order to get the help they need, and HMC's 990 employees are all receiving layoff notices. About Hawaii Medical Center The Hawaii Medical Center, along with its affiliates, filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Lead Case No. 11-01746) on June 21, 2011, just a year after exiting court protection. Hawaii Medical Center owns two hospital campuses -- HMC East in North Honolulu and HMC West in Ewa Beach. The two hospitals have 342 licensed beds and have a total of more than 1,000 employees. The hospitals were known as St. Francis Medical Center before Hawaii Medical purchased the hospitals in 2007. Judge Robert J. Faris presides over the 2011 case. Lawyers at Moseley Biehl Tsugawa Lau & Muzzi, in Honolulu, Hawaii, and McDonald Hopkins LLC, in Cleveland, Ohio, serve as the Debtors' counsel. The Debtors' financial advisors are Scouler & Company, LLC. In its petition, Hawaii Medical Center estimated $50 million to $100 million in assets and $100 million to $500 million in debts. The petitions were signed by Kenneth J. Silva, member of the board of directors. Attorneys at Wagner Choi & Verbrugge, in Honolulu, Hawaii, and Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Official Committee of Unsecured Creditors as counsel. The Debtors' prepetition debt structure is comprised of (i) the Prepetition Revolving Loan with MidCap Financial, LLC, and the Prepetition Term Loan with St. Francis Healthcare Systems of Hawaii. As of the Petition Date, the aggregate outstanding principal on the Prepetition MidCap Revolving Loan and the Prepetition St. Francis Term Loan is $46,851,772. The principal balance of the Prepetion MidCap Revolving Loan is $7,676,495. The amount owed under the Prepetition St. Francis Term Loan is $39,175,277, secured by St. Francis's first priority lien on, among other things, all real property of the Debtors. Through the Chapter 11 filing, the Debtors plan to return the hospitals to the control of St. Francis. In the prior case, HMC and its affiliated debtors were converted to new, Hawaii non-profit corporations. CHA Hawaii, one of HMC's affiliated debtors and a subsidiary of Cardiovascular Hospitals of America LLC, discontinued management of the reorganized Debtors. Wichita, Kansas-based CHA Hawaii LLC, and its affiliates -- including Hawaii Medical Center LLC -- filed for Chapter 11 protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027). Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their restructuring efforts. CHA Hawaii estimated assets of up to $10 million and debts between $50 million and $100 million when it filed for bankruptcy. The Debtors obtained confirmation of their Chapter 11 plan in May 2010 and emerged from bankruptcy in August 2010. The Debtor disclosed $74,713,475 in assets and $91,599,563 in liabilities as of the Chapter 11 filing. St. Francis Healthcare System of Hawaii is represented by Jonathan H. Steiner, Esq. -- steiner@m4law.com -- at McCorriston Miller Mukai Mackinnon LLP; and Joshua M. Mester, Esq. -- jmester@dl.com -- at Dewey & LeBoeuf LLP. HOLDINGS OF EVANS: Can Use Cash Collateral Through Feb. 1 --------------------------------------------------------- Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia has authorized Holdings of Evans LLC, on an interim basis, to use the cash collateral up to Feb. 1, 2012. As adequate protection of 2010-1 SFG Venture LLC's interest in the Cash Collateral, the Debtor will pay all real-property taxes and insurance when they become due and payable. In addition, the Debtor will pay to SFG $26,000 per month as adequate protection payments. As additional adequate protection for the Debtor's use of the Cash Collateral, the Debtor is required to and grants to SPG a first priority lien, on all post-petition property of the Debtor. As additional adequate protection, the Debtor is authorized and directed to maintain property/casualty insurance coverage at reasonably adequate levels on all of the Debtor's assets for the full replacement value and to cause SFG to be named as a "lender loss payee" on the insurance policy. The final hearing on the cash collateral motion on Jan. 18, 2012, at 10:00 a.m. About Holdings of Evans Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood Suites, owns an improved real property located at 156 Classic Road in Athens, Georgia, and is engaged in the business of operating a hotel commonly known as Candlewood Suites. Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on Sept. 2, 2011. Judge Samuel L. Kay presides over the case. Shepard Plunkett Hamilton Boudreaux LLC serves as the Debtor's Chapter 11 counsel. The Debtor disclosed $11,115,538 in assets and $6,784,463 in liabilities as of the Chapter 11 filing. The petition was signed by GB Sharma, managing member. HOLDINGS OF EVANS: Can Access $100,000 DIP Financing ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia has authorized Holdings of Evans, LLC to obtain postpetition financing from G.B. Sharma of up to $100,000. G.B. Sharma is the president and CEO of the Debtor. The rate of interest to be charged under the DIP facility is 6% per annum. All DIP Indebtedness will be immediately due and payable in cash upon the earliest to occur of: (i) Dec. 31, 2015, or (ii) the consummation of any sale or other disposition of all, or substantially all, of the assets of the Debtor. The Debtor related that its inability to reach a consensual agreement regarding the use of 2010-1 SFG Venture, LLC's cash collateral, and the conditions required for the use of cash collateral upon which SFG insists had made circumstances unlikely that G.B. Dharma would provide the necessary financing. In this regard, Mr. Sharma proposed to provide credit pursuant to these terms: 1. In lieu of seeking the use the cash collateral of SFG, the Debtor seeks to utilize the financing offered by G.B. Sharma to pay SFG the value of its cash collateral as of the Petition Date and to provide additional financing as needed for the Debtor's operations. 2. In exchange Mr. Sharma seeks first in priority lien against the cash collateral assets -- rents, rent equivalents, monies payable as damages or in lieu rent or rent equivalents, accounts, cash, cash deposits and all other collateral of the Debtor. SFG would retain its first priority lien as to all other assets. 3. As of the Petition Date, the cash collateral of SFG consisted of the Bank of America checking account with a balance of $20,631, a checking account at Vista Bank with a balance of $1,523, and accounts receivable of $28,076. 4. Within 10 days of the entry of the order approving the financing arrangements and grant of a postpetition superpriority lien to the extent of the funds advanced to the Debtor, Mr. Sharma will pay to SFG the value of cash deposits of $22,156; all prepetition accounts receivables that have been collected postpetition; all prepetition receivable collected subsequent to entry of the order will be sequestered in a separate account and paid to SFG within 10 days of collection. 5. Payments will extinguish SFG's lien in the cash collateral. About Holdings of Evans Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood Suites, owns an improved real property located at 156 Classic Road in Athens, Georgia, and is engaged in the business of operating a hotel commonly known as Candlewood Suites. Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 11-11756) on Sept. 2, 2011. Judge Samuel L. Kay presides over the case. Shepard Plunkett Hamilton Boudreaux LLC serves as the Debtor's Chapter 11 counsel. The Debtor disclosed $11,115,538 in assets and $6,784,463 in liabilities as of the Chapter 11 filing. The petition was signed by GB Sharma, managing member. HOSPITAL DAMAS: Court OKs Fiddler Gonzalez as Special Counsel ------------------------------------------------------------- Hospital Damas, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the District of Puerto Rico to tap Fiddler, Gonzalez & Rodriguez, P.S.C., as its special counsel to assist its appointed labor law special counsel, Jorge P. Sala Law offices. The Debtors wishes to pay Fiddler Gonzalez $200 per hour for attorneys and $70 per hour for paralegals, plus reimbursement of expenses. Alicia Figueroa Llinas, Esq., shareholder at Fiddler Gonzalez, attests to the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Hospital Damas Ponce, Puerto Rico-based Hospital Damas, Inc., operates a general acute care hospital, providing critical care, general medical and skilled nursing services. Debtor is a wholly owned subsidiary of Fundacion Damas Inc. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 10-08844) on Sept. 24, 2010. According to its schedules, the Debtor disclosed US$24,017,166 in total assets and US$21,267,263 in total liabilities. Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto Rico, represent the Debtor as counsel. Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga., represent the Official Committee of Unsecured Creditors as counsel. HOWREY LLP: Committee Wants Service to Hispanic Farmers Halted -------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Howrey LLP's bankruptcy case asks the Bankruptcy Court to approve the rejection of Client Engagement Agreements relating to so-called Hispanic Farmers Litigation, effective no later than Dec. 31, 2011. Howrey provided representation to more than 700 Hispanic farmers with claims against the United States Department of Agriculture. Approximately 80 of these persons have been named as plaintiffs in a putative class action styled, Garcia v. Vilsack, Civ. A. No. 00- 2445 (D.D.C.), pending in the U.S. District Court for the District of Columbia. A subset of those persons have been named as plaintiffs in a companion action, Cantu v. United States of America, Civ. A. No. 1:11CV00541 (D.D.C.), filed in the same court. Both the Garcia and Cantu actions are putative class actions. In the Garcia Complaint, the plaintiffs alleged that the USDA routinely discriminated against them in its farm benefit programs on the basis of ethnicity and gender, and failed to investigate the claims of farmers who filed discrimination complaints with the agency at its behest. The Garcia case was one of four similar cases filed in the District Court that alleged claims of discrimination against the USDA based on race, ethnicity or gender in connection with farm benefit programs. The other cases were Pigford v. Glickman, Nos. 97-1978 & 98-1693 (black farmers); Keepseagle v. Glickman, No. 99-3119 (Native American farmers); and Love v. Glickman, No. 00-2502 (female farmers; the "Love" case). The Cantu Complaint seeks a determination that a settlement proposed by the United States in connection with the Garcia and Love cases violated the due process and equal protection rights of Hispanic farmers by, among other things: allocating a smaller fund for the resolution of such claims for the resolution of the claims of African-American and Native American farmers (even though the Hispanic farmer class is larger than either of those classes); failing to provide for judicial supervision of the settlement process, as was included in the settlements with the African- American and Native American classes; and by capping at $50,000 the potential recoveries by each Hispanic farmer (even though settlement with African-American and Native American farmers was not limited by any cap if the farmer could meet the specified evidentiary burden). In addition to the more than 700 individuals who have signed engagement agreements with the Debtor, more than 500 additional persons have been in contact with the Debtor through the past years regarding potential claims against the USDA. According to the Committee, the amount at issue in the Hispanic Farmers Litigation exceeds one billion dollars. The upside for counsel who succeeds in obtaining a favorable resolution or settlement of such litigation could be substantial. But the expense also has been -- and could be -- substantial; the Committee is informed that the Debtor has invested to date roughly $30 million in legal services and almost $2 million in out-of- pocket expenses in connection with the Hispanic Farmers Litigation. Unfortunately, the Committee says the Debtor no longer can provide any legal services to its clients. As of Dec. 22, 2011, the Debtor has no attorneys in its employ. In addition, Allan B. Diamond, the Chapter 11 Trustee in the case, has informed the Committee that he will imminently file motions to withdraw the Debtor as legal counsel of record from the Garcia and Cantu litigations, and the Chapter 11 Trustee will imminently send letters to all the clients withdrawing from the representations. Simply put, the absence of any legal staff necessarily precludes the estate, pragmatically and legally, from continuing its legal representation of these (or any) clients, the Committee says. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Calif. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq. -- kcornish@paulweiss.com -- a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq. -- jgold@wileyrein.com -- a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by: Bradford F. Englander, Esq. WHITEFORD, TAYLOR AND PRESTON LLP 3190 Fairview Park Drive, Suite 300 Falls Church, VA 22042 Tel: (703) 280-9081 Fax: (703) 280-3370 E-mail: benglander@wtplaw.com In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. INNER CITY: Union Wants CBA Protected in Asset Sale --------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reports that a union representing on-air staff with Inner City Media Corp., a radio network geared toward African-Americans, said in New York bankruptcy court Monday that plans to sell the company's assets could run afoul of collective bargaining and employee benefit obligations. Objecting to Inner City's sale motion in December, the American Federation of Radio and Television Artists and AFTRA Health and Retirement Funds asked the bankruptcy court to ensure that collective bargaining agreements carried over, according to Law360. About Inner City Media Corp. On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. INTERNATIONAL TEXTILE: Amends GE Loan; Borrowings Hiked by $10MM ---------------------------------------------------------------- International Textile Group, Inc., the other borrowers and credit parties thereto, General Electric Capital Corporation, as agent and lender, and the other lenders thereto entered into Consent and Amendment No. 4 to an Amended and Restated Credit Agreement, dated as of March 30, 2011, by and among the Company, certain of its U.S. subsidiaries, GE Capital and certain other lenders signatory thereto. The Credit Agreement Amendment provides the Company with additional available liquidity through an increase of $10.0 million in revolving loan commitments under the Credit Agreement, with the availability thereunder remaining subject to the borrowing base limitations contained in the Credit Agreement. Also pursuant to the Credit Agreement Amendment, WLR Recovery Fund IV, L.P., the Company and GE Capital entered into a fourth amended and restated support agreement. Pursuant to the Support Agreement, Fund IV agreed to provide a standby letter of credit in the amount of $20.0 million, which can be drawn upon by the lenders under the Credit Agreement upon the occurrence of certain events, including if the Company's excess availability falls below certain predefined levels. Upon the effectiveness of the Support Agreement, the previously existing obligation of Fund IV and certain other affiliates of Wilbur L. Ross, Jr., the chairman of the board of the Company to provide funding in amounts of up to $15.0 million if the Company's availability fell below certain predefined levels, if requested by the lenders under the Credit Agreement, was terminated. The WLR Affiliates collectively owned approximately 92% of the Company's total voting power on a fully diluted basis as of Dec. 31, 2011. About International Textile International Textile Group, Inc., is a global, diversified textile manufacturer headquartered in Greensboro, North Carolina, with current operations principally in the United States, China, Mexico, and Vietnam. ITG's long-term focus includes the realization of the benefits of its global expansion, including reaching full production at ITG facilities in China and Vietnam, and continuing to seek other strategic growth opportunities. The Company reported a net loss of $46.30 million on $616.13 million of net sales for the year ended Dec. 31, 2010, compared with a net loss of $216.97 million on $659.26 million of net sales during the prior year. The Company also reported a net loss of $40.26 million on $527.45 million of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $30 million on $466.35 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $486.71 million in total assets, $631.21 million in total liabilities and a $144.50 million total stockholders' deficit. JAMESON INN: Asked for Jan. 11 Deadline for Schedules ----------------------------------------------------- JERlJameson Properties LLC, JER/Jameson Properties NC LP, and JERlJameson GP LLC filed a second motion further extending the time to file their schedules of assets and liabilities and statements of financial affairs through and including Jan. 11, 2012. Curtis A. Hehn, at Pachulski Stang Ziehl & Jones LLP, submits that the Debtors' ability to timely file the Schedules and Statements has been impacted by prior delays associated with obtaining information from Park Management Group LLC (PMG), and all- encompassing litigation with Colony that has diverted substantially all of the Debtors' limited resources. Entry of the Dismissal Order also has made it more difficult for the Debtors to retain professionals to prepare their Schedules and Statements. Nonetheless, the Debtors are working to complete their Schedules and Statements as soon as possible. About Jameson Inn Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serves as counsel to both Debtors. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent, and Houlihan Lokey Howard & Zukin Capital Inc. serves as its investment banker. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. JEFFREY L. MILLER: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jeffrey L. Miller Investments, Inc. dba Dollar Store Busch, LLC 3218 W. Azeele Street Tampa, FL 33609 Bankruptcy Case No.: 12-00036 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $6,631,364 Scheduled Liabilities: $5,857,294 The Company?s list of its 15 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb12-00036.pdf The petition was signed by Jeffrey L. Miller, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Orange Rose, LLC 11-24856 10/15/11 JENNE HILL: Seeks to Employ Bryan C. Bacon, Esq., as Attorney ------------------------------------------------------------- Jenne Hill Townhomes, LLC, seeks permission from the U.S. Bankruptcy Court for the Western District of Missouri to employ Bryan C. Bacon, Esq., and the firm of Van Matre, Harrison, Hollis, and Taylor, P.C., as attorney. As attorney, Mr. Bacon will: (a) give the Debtor legal advise with respect to its powers and duties as Debtor in the management of its property; (b) take necessary action to prevent the foreclosure of liens against the Debtor's property and enable the Debtor to successfully file and carry out a Plan of Reorganization or Liquidation pursuant to Chapter 11 of the Bankruptcy Code; (c) prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; and (d) perform all other legal services for the Debtor which may be necessary. The Debtor will pay Mr. Bacon at an hourly rate of $195. To the best of the Debtor's knowledge, Mr. Bacon and the firm of Van Matre, Harrison, Hollis, and Taylor, P.C., represent no interest adverse to the Debtor or the estate in matters upon which they are to be engaged. Mr. Bacon can be contacted at: Bryan Bacon, Esq. VAN MATRE HARRISON HOLLIS & TAYLOR P.C. 1103 E. Broadway P.O. Box 1017 Columbia, MO 65201 Tel: (573) 874-7777 Fax: (573) 875-0017 E-mail: bryan@vanmatre.com Jenne Hill Townhomes, L.L.C., filed for Chapter 11 bankruptcy (Bank. W.D. Mo. Case No.11-22129) on Dec. 22, 2011. The Company estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. The petition was signed by Fredd Spencer, manager. LAGRAVE RECONSTRUCTION: Sec. 341 Creditors' Meeting on Feb. 10 -------------------------------------------------------------- The United States Trustee in Dallas, Texas, will hold a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the bankruptcy case of LaGrave Reconstruction Company, L.L.C., on Feb. 10, 2012, at 2:30 p.m. at FTW 341 Rm 7A24. Proofs of claim are due in the case by May 10, 2012. LaGrave Reconstruction Company L.L.C., owner of the LaGrave Field outdoor baseball stadium located just north of downtown Fort Worth, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 12-40099) on Jan. 2, 2012, to halt a planned foreclosure of the stadium. The Fort Worth Cats minor league baseball team played at the stadium. LaGrave Reconstruction estimated assets and debts of between $10 million and $50 million. Judge D. Michael Lynn presides over the case. The Debtor is represented by J. Robert Forshey, Esq., at Forshey & Prostok, LLP. Lender Amegy Bank is represented by J. Frasher Murphy, Esq., and Matthew Ferris, Esq., at Winstead PC. LAGRAVE RECONSTRUCTION: Seeks Mediation With Amegy Bank ------------------------------------------------------- LaGrave Reconstruction Company L.L.C. asks the Bankruptcy Court to refer parties to mediation. LaGrave Reconstruction's baseball stadium is subject to a first lien security interest in favour of Amegy Bank N.A. pursuant to a deed of trust to secure notes executed and delivered by Carl W. Bell and Linda M. Bell, and payable to Amegy for $12.5 million. Certain of the notes are in default and the property was posted for foreclosure. The Debtor, the Bells and Amegy have engaged in extensive negotiations to restructure the debt and the Debtor is confident a settlement can be reached. The Debtor believes the most cost-effective avenue for reaching a settlement with Amegy is through mediation. LaGrave Reconstruction Company L.L.C., owner of the LaGrave Field outdoor baseball stadium located just north of downtown Fort Worth, Texas, filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 12-40099) on Jan. 2, 2012, to halt a planned foreclosure of the stadium. The Fort Worth Cats minor league baseball team played at the stadium. LaGrave Reconstruction estimated assets and debts of between $10 million and $50 million. Judge D. Michael Lynn presides over the case. The Debtor is represented by: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jrf@forsheyprostok.com Lender Amegy Bank is represented by: J. Frasher Murphy, Esq. Matthew Ferris, Esq. WINSTEAD PC 5400 Renaissance Tower 1201 Elm St., Suite 5400 Dallas, TX 75270 Tel: 214-745-5170 Fax: 214-745-5390 E-mail: fmurphy@winstead.com mferris@winstead.com LE-NATURE'S INC: Former Exec. Gets 15 Years for $668MM Scam ----------------------------------------------------------- Evan Weinberger at Bankruptcy Law360 reports that a former top executive of Le-Nature's Inc. was sentenced Tuesday to 15 years in prison for his role in the bankrupt beverage maker's $668 million accounting fraud. Law360 relates that Robert B. Lynn's sentence -- handed down to the former Le-Nature's chief revenue officer by U.S. District Judge Alan N. Bloch -- was the second-longest prison term handed out in the wake of the massive fraud. About Le-Nature's Inc. Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. -- http://www.le-natures.com/-- made bottled waters, teas, juices and nutritional drinks. Its brands included Kettle Brewed Ice Teas, Dazzler fruit juice drinks and lemonade, and AquaAde vitamin-enriched water. Four unsecured creditors of Le-Nature's filed an involuntary Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No. 06-25454) on Nov. 1, 2006. On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's Holdings Inc., and Tea Systems International Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. Judge McCullough converted Le Nature's Inc.'s case to a Chapter 11 proceeding. The Debtors' cases are jointly administered. The Debtors' schedules filed with the Court showed $40 million in total assets and $450 million in total liabilities. Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represent the Debtors in their restructuring efforts. The Court appointed R. Todd Neilson as Chapter 11 Trustee. Dean Z. Ziehl, Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee. David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the Official Committee of Unsecured Creditors. Edward S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion McDonough & Lucas represent the Ad Hoc Committee of Secured Lenders. Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc Committee of Senior Subordinated Noteholders. In July 2008, the Chapter 11 plan of liquidation for Le-Nature's took effect. LEHMAN BROTHERS: Proposes to Sell Stake in Wilton RE Holdings ------------------------------------------------------------- Lehman Brothers Holdings Inc. and its affiliated debtors seek approval from Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to sell their stake in Wilton Re Holdings Limited. LBHI, which invested as much as $300 million in Wilton, owns approximately 25% of the outstanding shares of the reinsurance holding company. Lehman proposed to sell its shares to Wilton at $69 per share or more than $390.2 million, according to court papers. The sale is subject to closing conditions including approval or authorization from the bankruptcy court and certain government agencies. Wilton must also be satisfied with the feedback from rating agencies concerning the closing of the sale. The proposed sale is formalized in a 14-page agreement dated December 20, 2011, a copy of which is available without charge at http://bankrupt.com/misc/LBHI_SaleWiltonStake.pdf In court papers, Jack McCarthy Sr., managing director of Alvarez & Marsal Financial Industry Advisory Services LLP, said the proposed sale is the "most efficient" means for Lehman to maximize the value of its investment. He pointed out that Wilton's offer is "above market" and that it is unlikely that Lehman will receive a better offer if it holds an initial public offering for the shares. A sale of the Lehman shares to another buyer will also require the approval of Wilton's Board of Directors, and will trigger a right of first refusal for the reinsurance holding company and any other shareholders, according to Mr. McCarthy. David Descoteaux, managing director of Lehman's investment banker Lazard Freres & Co. LLC, also expressed support for approval of the sale. Judge James Peck will hold a hearing on January 11, 2012, to consider approval of the proposed sale. The deadline for filing objections is January 4, 2012. 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: Settles With Merrill Lynch Over Fla. Properties ---------------------------------------------------------------- Lehman Brothers Holdings Inc. and Lehman Brothers Special Financing Inc. have filed a motion seeking approval of a deal with Merrill Lynch Portfolio Management Inc. to settle their dispute over real properties in Florida. The dispute ensued after Merrill Lynch asked the Lehman units to release their security interests in five multi-family housing projects as part of its plan to sell the real properties. The real properties include the Brampton Court Apartments in Broward County, the Village Lakes Apartments in Seminole County, the Waterman's Crossing Apartments in Hillsborough County, and the Brittany Bay Apartments and Mariners Pointe Apartments in Pinellas County. Merrill Lynch holds debt instruments secured by senior mortgages on the real properties while the Lehman units hold junior liens on those properties. Under the proposed deal, Lehman and its special financing unit agreed to release their security interests in exchange for getting a portion of the proceeds from the sale of the Florida properties. The deal is formalized in a 20-page settlement agreement, a copy of which is available without charge at: http://bankrupt.com/misc/LBHI_SettlementHPMerrill.pdf The hearing to consider approval of the proposed settlement is scheduled for January 11, 2011. The deadline for filing objections is January 4, 2012. 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: Wants Six-Month Stay of 50 Lawsuits ---------------------------------------------------- Lehman Brothers Holdings Inc. and the Official Committee of Unsecured Creditors ask the Court to grant them another six-month stay on more than 50 lawsuits. In a joint motion, the company and the Creditors' Committee proposed to extend the stay to July 20, 2012, to allow them to settle the lawsuits, which the company filed in 2010 to recover more than $3 billion. Lehman filed the lawsuits to recover funds that had been transferred to counterparties in more than 200 transactions it entered into prior to its bankruptcy filing. The motion also seeks to extend the deadline for completing service of summons and complaints on the defendants to March 30, 2012. The hearing on the motion is scheduled for January 11, 2012. The deadline for filing objections is January 4, 2012. 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) LOS ANGELES DODGERS: Settles Dispute With Ex-CRO G. Wharton ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Los Angeles Dodgers settled disputes with former Chief Operating Officer Geoffrey Wharton about the termination of his employment. The report relates that Mr. Wharton took the title of COO in August 2009. Soon after the Dodgers filed under Chapter 11 in June, Mr. Wharton and the team mutually agreed for him to leave the club, court papers say. Mr. Wharton was claiming entitlement to $1 million in bonuses plus compensation after July. All told, Mr. Wharton filed a claim for $7.5 million. Admitting Mr. Wharton earned a $1 million bonus, the club agreed to settle by paying $1 million in satisfaction of all of Mr. Wharton's claims. The compromise will come to bankruptcy court for approval on Jan. 25. The Dodgers believes the team is solvent and intends to pay all creditors in full. 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. 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. LOS ANGELES DODGERS: MLB's Torre Resigns to Join Bidding -------------------------------------------------------- The Associated Press reports former baseball player Joe Torre resigned Wednesday as Major League Baseball's executive vice president for baseball operations to join a group trying to buy the Los Angeles Dodgers. Torre managed the Dodgers from 2008-10, then retired and was hired by MLB in February 2011 as a top aide to Commissioner Bud Selig. He is part of a group headed by real estate developer Rick Caruso. The Dodgers auction must be completed by April 30. Bids are due later this month. Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reports that other expected bidders are Dallas Mavericks owner Mark Cuban, Former Dodgers stars Orel Hershiser and Steve Garvey, Lakers' Hall of Famer Magic Johnson, and Steven A. Cohen, the head of hedge-fund firm S.A.C. Capital Advisors who eyed a stake in the New York Mets last year before the Mets decided against it. 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. 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. LOS ANGELES DODGERS: To Settle "Next 50" Developer Claims for $1MM ------------------------------------------------------------------ The Los Angeles Dodgers seeks Bankruptcy Court approval to settle payment obligations to real-estate developer Geoffrey Wharton for $1 million. The Dodgers hired Mr. Wharton in April 2009 for the $500 million Dodger Stadium redevelopment project, dubbed the "Next 50." The 2009 season marked the 50th anniversary of the Dodgers' 1959 World Series championship and nearly 50 years since the stadium's opening brought baseball to the West in 1962. Mr. Wharton worked on the World Trade Center site's master plan and the redevelopment of Rockefeller Center. Due to the recession and other economic factors, work on the "Next 50" project slowed in mid-2009 and ceased completely by the end of 2009. Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reports that after that, the Dodgers were left with a $1 million per year real-estate developer, but instead of terminating Mr. Wharton with the project, the team decided to make him its chief operating officer and continued paying him the salary plus bonuses. Ms. Gleason relates that when the Dodgers filed for bankruptcy in June 2011, the team and Mr. Wharton mutually decided to terminate his employment. But the Dodgers still owe him $7.5 million on his contract and $250,000 in salary for the second half of 2011, Mr. Wharton claims. 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. 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. MEDCOM CORRECTIONAL: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Medcom Correctional Services, Inc. 1061 Riverside Avenue, Suite 200 Jacksonville, FL 32202 Bankruptcy Case No.: 12-00007 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: James H. Post, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, FL 32202 Tel: (904) 359-7700 E-mail: jpost@smithhulsey.com - and ? Leanne McKnight Prendergast, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, Fl 32202 Tel: (904) 359-7802 E-mail: lprendergast@smithhulsey.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its two largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb12-00007.pdf The petition was signed by Bryan Simpson, Jr., director. MEDICAL COST: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Medical Cost Containment Services, Inc. aka Medcom 1061 Riverside Avenue, Suite 200 Jacksonville, FL 32204 Bankruptcy Case No.: 12-00006 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: James H. Post, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, FL 32202 Tel: (904) 359-7700 E-mail: jpost@smithhulsey.com - and ? Leanne McKnight Prendergast, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, Fl 32202 Tel: (904) 359-7802 E-mail: lprendergast@smithhulsey.com Debtor?s Special Counsel: BLEDSOE, JACOBSON, SCHMIDT, WRIGHT & WILKINSON Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb12-00006.pdf The petition was signed by Bryan Simpson, Jr., chief executive officer. MERCHANTS MORTGAGE: Taps Laufer and Padjen as Insolvency Counsel ---------------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Laufer and Padjen LLC as insolvency counsel. Laufer and Padjen will: (a) consult with and advise the Debtor regarding all matters pertaining to the Chapter 11 case; (b) assist the Debtor in obtaining confirmation of Debtor's Prepackaged Plan of Reorganization; (c) prepare all schedules, reports, pleadings, motions and other documents as may be required in the Chapter 11 case, including any amendments to the Plan and related disclosure statement; (d) attend all hearings and correspond/meet with all creditors and interested parties as is necessary to further the reorganization of the Debtor; and (e) perform all other legal services for Debtor which may be necessary. Joel Laufer's hourly rate is $375 and Robert Padjen's hourly rate is $300. The Law Firm charges $60 per hour for paralegal services and $75 per hour for law clerk services. The Debtor agrees to reimburse Laufer and Padjen for necessary costs and expenses it incurred. To the best of Debtor's knowledge, the Law Firm represents no interest adverse to Debtor or Debtor's estate relating to the matters for which it will be engaged and the Law Firm is a disinterested person as required by the Bankruptcy Code The Law firm can be reached at: Joel Laufer, Esq. 5290 DTC Parkway, Suite 150 Englewood, CO 80111 Tel: (303) 830-3172 E-mail: jl@jlrplaw.com About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MERCHANTS MORTGAGE: Seeks to Employ Anton Collins as Accountants ---------------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Anton, Collins and Mitchell, LLP, as accountants. Anton Collins will represent the Debtor with respect to audit, tax and accounting services and perform any other services necessary. The professionals primarily responsible for providing services to the Debtor and their hourly rates are: Greg Anton (engagement partner) $335 Stacey Heckert (audit partner) $335 Dave Taylor (tax partner) $330 Dave Hallett (audit manager) $200 Jessica Schmitt (audit senior) $155 Leah Lemke (tax manager) $165 - $225 Scott Grimm (tax manager) $165 - $225 Emily White (tax senior) $105 - $115 The Debtor agrees to reimburse Anton Collins for all reasonable expenses and necessary costs it incurred in connection with its representation. To the best of Debtor's knowledge, the firm represents no interest adverse to Debtor or Debtor's estate relating to the matters for which it will be engaged and the firm is a disinterested person as required by the Bankruptcy Code. About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MERCHANTS MORTGAGE: Taps Hunton & Williams as Tax Counsel --------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Hunton & Williams LLP as its special counsel to render representation of the Debtor with respect to all tax related matters and perform any other legal services necessary. The attorneys primarily responsible for providing services to the Debtor and their hourly rates are: George C. Howell, III, Esq. $795 K.A. Sibley $500 The Debtor agrees to reimburse Hunton & Williams for all reasonable and necessary costs and expenses it incurred in connection with its representation. To the best of Debtor's knowledge, the Law Firm does not hold or represent any interest adverse to the Debtor or the Debtor's estate relating to the matters for which it will be employed. About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MERCHANTS MORTGAGE: Seeks to Hire Schlueter as Securities Counsel ----------------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Schlueter & Associates, P.C., as special counsel. The law firm will represent the Debtor with respect to all matters relating to the application of and compliance with applicable securities laws. The attorneys primarily responsible for providing services to the Debtor and their respective hourly rates are: Henry F. Schlueter, Esq. $340 David Stefanski, Esq. $295 The Debtor agrees to reimburse Schlueter & Associates for all reasonable and necessary expenses it incurred. To the best of Debtor's knowledge, the Law Firm does not hold or represent any interest adverse to the Debtor or the Debtor's estate relating to the matters for which it will be engaged. About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MERCHANTS MORTGAGE: Taps Greenberg Traurig as Regulatory Counsel ---------------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Greenberg Traurig, LLP, as special counsel to represent the Debtor with respect to all regulatory matters. The attorneys primarily responsible for providing services to the Debtor and their respective hourly rates are: Gil Rudolph, Esq. $675 Rick Lopez, Esq. $240 The Debtor will reimburse Greenberg Traurig for all reasonable and necessary costs and expenses it incurred in connection with its representation. To the best of Debtor's knowledge, the Law Firm does not hold or represent any interest adverse to the Debtor or the Debtor's estate relating to the matters for which it will be engaged. About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MERCHANTS MORTGAGE: Hires Shimel & Bulow as General Counsel ----------------------------------------------------------- Merchants Mortgage & Trust Corporation, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Shimel & Bulow, LLC, as special counsel to represent it with respect to general corporate matters. The attorneys primarily responsible for providing services to the Debtor and their respective hourly rates are: Lisa K. Shimel, Esq. $270 Ephraim Bulow, Esq. $250 The Debtor will reimburse Shimel & Bulow for all reasonable and necessary costs and expenses it incurred in connection with its services. To the best of Debtor's knowledge, the Law Firm does not hold or represent any interest adverse to the Debtor or the Debtor's estate relating to the matters for which it will be engaged. About Merchants Mortgage Merchants Mortgage & Trust Corporation LLC -- http://www.merchantsmtg.com/-- is a real estate finance company based in Denver, Colorado, with a branch office in Phoenix, Arizona (d/b/a/ Merchants Funding, LLC). The Company's specialty is making fix-and-flip loans to real estate investors. It also offers a 2, 3, or 5 year "mini-permanent" loan on non-owner occupied residential (1 to 4 unit) investment properties that have already been rehabilitated and rented. As the market dictates, it does some construction and small commercial real estate lending as well. Merchants has closed over 5,300 fix-and-flip loans totaling over $1.2 billion to investors since 1997. Merchants Mortgage filed for Chapter 11 bankruptcy (Bank. D. Colo. Case No. 11-39455) on Dec. 22, 2011. The Debtor estimated assets of $50 million to $100 million and estimated debts of $50 million to $100 million. Gary D. Levine signed the petition as president. MF GLOBAL: Sold Assets to Goldman in Haste Pre-Bankruptcy --------------------------------------------------------- Lauren Tara LaCapra and Matthew Goldstein, writing for Reuters, report that two former MF Global employees with direct knowledge of the transactions said MF Global unloaded hundreds of millions of dollars' worth of securities to Goldman Sachs on Oct. 27, just days before its bankruptcy filing. One of the employees said the transaction was cleared with JPMorgan Chase & Co., MF Global's clearing firm and lender. One of the sources also said MF Global did not immediately receive payment from JPMorgan. Reuters notes the hastily crafted transactions and the seeming inability of MF Global to recoup some of the money in the sale to Goldman may start to explain why so much money remains unaccounted for at the futures firm. According to Reuters, it is unclear what type of assets Goldman bought from MF Global, but the securities were worth hundreds of millions of dollars, the former employees said. The sources spoke on the condition of anonymity. According to Reuters, one of the former MF Global employees also disclosed that, at the same time MF Global was selling securities to Goldman to raise badly needed cash, it was also drawing down a $1.2 billion revolving line of credit it had with JPMorgan. Reuters reports that JPMorgan spokeswoman Mary Sedarat said the bank did not withhold money because of the line of credit. She declined further comment on details of the transactions. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/ -- was one of the world's leading brokers of commodities and listed derivatives. MF Global provided access to more than 70 exchanges around the world. The firm was 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 was the largest bankruptcy filing in 2011. 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on Dec. 19, 2011. An official committee of unsecured creditors has been named in the case. Louis J. Freeh has been appointed as Chapter 11 trustee for the Debtors. 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. 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: New Debtors Winding Down Former Businesses ----------------------------------------------------- Three affiliates of MF Global Holdings Ltd. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York on December 19, 2011. MFGH is the ultimate parent of the recently-filed debtors MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC. MFGH and MF Global Finance USA Inc. filed for bankruptcy protection on October 31, 2011. Laurie R. Ferber, general counsel of MF Global Holdings Ltd. and Executive Vice President of MF Global Finance USA Inc., relates that the New Debtors were unregulated entities that conducted primarily over-the-counter business in commodities, foreign exchange, credit default swaps and interests rates. Specifically, MF Global Capital LLC entered into foreign exchange transactions on a matched principal basis and provided over-the- counter foreign exchange, prime brokerage and energy commodity and credit default swaps brokerage services to customers and affiliates. MF Global FX Clear LLC provided foreign exchange execution and clearing services via an electronic trading platform to customers and affiliates and entered into these over- the counter foreign exchange transactions on a matched principal basis. MF Global Market Services LLC entered into matched principal based over-the-counter trading of energy and agricultural products with clients, financial institutions and affiliated companies. The commencement of the Initial Debtors' Chapter 11 cases severely impacted the New Debtors, says Ms. Ferber. Since the Initial Petition Date, the New Debtors have discontinued their operations and are winding down their former businesses, she discloses. To avoid the depletion of assets with no attendant benefit, the New Debtors filed voluntary petitions in the Court for relief under the Bankruptcy Code, she tells the Court. The units sought Chapter 11 protection after a decision by Louis Freeh, Chapter 11 Trustee for MFGH and MFGF's bankruptcy cases, Tiffany Kary of Bloomberg News reported. "People had threatened to take action and seize assets of the three units so Mr. Freeh decided to put additional subsidiaries into bankruptcy," explained Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, in New York, counsel for the Chapter 11 trustee, Bloomberg relayed. More are likely to enter bankruptcy in January, Mr. Marinuzzi told Judge Martin Glenn at a hearing held on first day motions held on December 19, 2011, Bloomberg added. Mr. Marinuzzi continued that one of the units has $6.3 million in cash, related to the termination of its own trades, Bloomberg noted. They are unregulated entities not subject to the rules of the Securities Investor Protection Act, which authorized the takeover of the company's main operating unit, now liquidating in a separate court proceeding, the report cited. The money is believed to be related to house accounts, and not that of customers, the lawyer added, the report noted. Lawyers also told Judge Glenn that customers' rights will be protected, according to Bloomberg. Brian Matsumoto, Esq., a lawyer for the U.S. Department of Justice, disclosed that the New Debtors hold $22.4 million, the report relayed. Ms. Ferber disclosed that the New Debtors had consolidated assets and liabilities, as of the quarterly period ended September 30, 2011, of approximately $146 million and $112 million. The New Debtors do not have any shares of stock, debentures, or other securities that are publicly held. The New Debtors do not own, lease or otherwise hold any premises. A copy of MF Global's organizational structure is available for free at http://bankrupt.com/misc/MFGlobalOrganizationalChart.pdf A copy of the location of the New Debtors' substantial assets, the location of their books and records, and the nature, location, and value of any assets held outside the territorial limits of the United States is available for free at: http://bankrupt.com/misc/MFGlobal_SubstantialAssetsSite.pdf There are no actions or proceedings, pending or threatened, against the Debtors or their property where a judgment against the Debtors or a seizure of its property may be imminent. The New Debtors' officers are: * Laurie R. Ferber -- MF Global Holdings Ltd.'s General Counsel and Executive Vice President of the New Debtors. * Bradley I. Abelow -- MFGH's President and Chief Operating Officer and the President of the New Debtors. * Henri J. Steenkamp -- MFGH's Chief Financial Officer and Executive Vice President of the New Debtors. The estimated amount, on a consolidated basis, to be paid to the New Debtors' employees for the 30-day period following the New Petition Date is approximately $0 and the estimated amount, on a consolidated basis, to be paid to the Debtors' officers, stockholders, and directors for that same period is $0 To enable the New Debtors to continue to wind down efficiently their operations following the chapter 11 filings, Louis J. Freeh, Chapter 11 Trustee for the Initial Debtors, will request various types of relief in First-Day Motions filed with the Court concurrently herewith. Joint Administration The New Debtors sought and obtained the joint administration of their Chapter 11 cases with the jointly administered Chapter 11 cases of the Initial Debtors. Application of Certain Orders to New Debtors The Chapter 11 Trustee asks Judge Glenn to make applicable certain orders entered in the Initial Debtors' Chapter 11 case to the New Debtors' Chapter 11 cases, including: (A) authorizing the Debtors to prepare a consolidated list of the top 50 unsecured creditors in lieu of a creditor matrix; (B) approving the Debtors' retention of The Garden City Group, Inc. as claims and noticing agent; (C) appointing a Chapter 11 Trustee; (D) granting an extension of time to file schedules and statements of financial affairs; and (E) implementing certain notice and case management procedures. Cash Management System The Chapter Trustee sought and obtained the Court's permission, on an interim basis, for the New Debtors to: (i) continue using existing bank accounts, cash management system, and business forms and checks; and (ii) continue intercompany transactions among the New Debtors and non-debtor affiliates and according superpriority status to all postpetition intercompany claims. The Chapter Trustee, however, does not intend to disburse cash from the New Debtors accounts in the next 30 days, as his professionals investigate the nature and ownership of those funds. Employee Obligations As of the New Debtors' Petition Date, all domestic MF Global subsidiaries and affiliates employ approximately 240 employees, five of whom approximately six are Employees of the Debtors and two are Employees of just the New Debtors. The Chapter 11 Trustee sought and obtained the Court's permission, on an interim basis, to pay, continue, or otherwise honor various Prepetition Employee Obligations to or for the benefit of the New Debtors' Employees for compensation and expense reimbursements under the benefit programs. The Chapter 11 Trustee is authorized to pay unpaid compensation owed to the Employees, provided that no individual Employee will receive payment exceeding $11,725. The Court will consider final approval of the Cash Management and Employee Obligations Motion on January 19, 2012. 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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: Wins Nod to Use Up to $21.3MM in Cash Collateral ----------------------------------------------------------- Judge Martin Glenn allowed Louis J. Freeh, Chapter 11 trustee of MF Global Holdings Ltd. and MF Global Finance USA Inc.'s bankruptcy cases to continue using up to $21.3 million in cash collateral securing their indebtedness to JPMorgan Chase & Co. The funds will be used to pay for operations, including payment of fees to the trustee overseeing the liquidation of MF Global Inc. under the Securities Investor Protect Act and other professionals involved in the firm's wind-down. The ruling, according to The Wall Street Journal, came after MF Global satisfied the concerns of several parties, including JPMorgan, which houses the funds. Judge Glenn approved the use of the collateral, accepting language changes protecting the rights of creditors and brokerage customers, as well as a budget that spells out how MF Global can use the funds, the Journal related. Judge Glenn had approved the use of some, approximately $8 million, of the cash collateral at MF Global's first-day bankruptcy hearing. "The funds in the account presumptively belong to the debtor," Judge Glenn held. The court's ruling on the request to use the cash collateral was delayed because parties disputed the ownership of the cash collateral -- particularly on whether the funds belonged to the debtors or to MF Global's customers. Judge Glenn overruled an objection by the Commodity Customer Coalition, which called for only $10 million of the cash collateral to be made available immediately with the rest of it held back for a later time, the Journal related. The Journal further related that one of the overarching problems many parties had with the cash collateral request is an estimated shortfall of $1.2 billion in the brokerage accounts of individual MF Global customers. Those customers, some of which are represented by the CCC, contended that there is no way to know whether some of the cash collateral is actually money that should be owed to customers, the report recalled. During the hearing, Judge Glenn told a lawyer for the CCC that there was no proof that any of the money covered by the cash collateral belonged to customers, a contention the lawyer agreed with, the Journal said. A lawyer for the trustee overseeing MF Global also said there was no evidence that any of the funds on deposit included customer property, the Journal added. Pursuant to the Final Cash Collateral Order, the Chapter 11 Trustee's use of Cash Collateral to fund expenditures of the Debtors is in accordance with the Budget, a schedule of which is available for free at: http://bankrupt.com/misc/MFGlobal_Dec14CashCollBudget.pdf The Chapter 11 Trustee will not be authorized to use any Cash Collateral to fund (i) MF Global Inc., (ii) any foreign non- Debtor entity unless with the prior consent of JPMorgan, and (iii) any investigation of or any action or proceeding against JPMorgan or adverse to any lien, claim or interest, if any, it may hold or assert. As adequate protection to the use of Cash Collateral, JPMorgan will receive superpriority claims and adequate protection liens. JPMorgan also will be entitled to cash payments in reduction of the principal amount of its asserted Setoff Claim from time to time: (a) $4 million upon entry of the Final Cash Collateral Order; (b) if on or after the Petition Date the Debtors' estates will have received an aggregate of $2.5 million in Cash Receipts, then an amount equal to 25% of Cash Receipts as and when thereafter received by the Debtors' estates; and (c) 100% of the proceeds of any postpetition financing extended to the Debtors' estates, up to the balance of the Setoff Claim. A full-text copy of the Final Cash Collateral Order is available for free at: http://bankrupt.com/misc/MFGlobal_CashCollFinalOrd.pdf In an accompanying memorandum of opinion, Judge Glenn acknowledged that the Chapter 11 Trustee's need for the use of cash collateral is obvious. Expenses of operating the Debtors' estate -- and, thus, the need for cash -- has been significantly and prudently reduced, according to Judge Glenn In light of public disclosures concerning MF Global, including those of James W. Giddens, trustee for the liquidation of the business of MFGI, the CCC's speculation may (or may not) turn out to have some basis in fact, but it has not been established so far and certainly does not overcome the legally recognized presumption that the funds in the MFGF account are property of the Debtors, the bankruptcy judge held. "The Court will not make any determination at this time of the ultimate property rights to the funds in the account. The proposed cash collateral order recognizes that no final determination is being made at this time," the bankruptcy judge stated. The record further establishes that the negotiation of the final cash collateral order was conducted in good faith, entitling JPMC to the good faith finding under Section 364(e) of the Bankruptcy Code included in the order, the bankruptcy judge determined. The bankruptcy judge further noted that the proposed order fully preserves the rights of all parties-in-interest if it is later determined that as of the Petition Date the funds in the JPMorgan account were not property of the estate or were subject to a constructive trust or equitable lien in favor of any former customer of MFGI. The Court however determined that it will not permit the CCC to take formal discovery at this time. The bankruptcy judge recognized that the SIPA Trustee and the Chapter 11 Trustee -- along with investigators and lawyers from the Federal Bureau of Investigation, the U.S. Department of Justice, the Securities and Exchange Commission, the Commodity Futures Trading Commission, and perhaps other agencies -- "are laboring under enormous strain from the collapse of MF Global and are fully engaged in their own investigations.". Nonetheless, Judge Glenn directed the Chapter 11 Trustee to undertake a limited investigation and report to the Court on whether the funds on deposit in the MFGF account at JPMorgan, as of the Petition Date, included "customer property," and if so, how much. A preliminary report can be filed with the Court on or before February 13, 2012. A full-text copy of the Memorandum of Opinion dated Dec. 14, 2011 is available for free at: http://bankrupt.com/misc/MFGlobal_CashCollFinalOrd.pdf Before entry of the Cash Collateral Order, Judge Glenn approved a stipulation extending the Debtors' period to use JPMorgan's cash collateral from December 9, 2011 to December 14, 2011. A copy of the Debtors' proposed 13-week forecast of the expected use of cash collateral is available for free at: http://bankrupt.com/misc/MFGlobal_Dec9CashCollBudget.pdf JPMorgan has not consented to the proposed 13-week forecast and reserved all of its rights with respect to the forecast. To resolve objections to the Cash Collateral Motion, the Chapter 11 Trustee submitted to the Court a revised proposed Final Cash Collateral order negotiated among the Chapter 11 Trustee, JP Morgan, and the Official Committee of Unsecured Creditors. The revised proposed Final Cash Collateral Order fully preserves the rights of all parties-in-interest if it is later determined that as of the Petition Date the funds were not property of the estate or were subject to a constructive Trust and that JPMorgan thus held no valid right of setoff with respect to the Funds. The Chapter 11 Trustee also negotiated with JPMorgan the Budget. Counsel to the Chapter 11 Trustee, Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware, asserted that entry of the Proposed Final Order will not preclude the Court from fashioning an appropriate remedy should any Customer later come forth with the evidence necessary to rebut the presumption and secure a final order determining that the funds, or any portion thereof, were not property of the Debtors' estates as of the Petition Date. She insisted that the Customers have failed to provide the Court with any actual evidence in support of their position that the funds do not belong to the Debtors' estates. In support of the Chapter 11 Trustee's reply, William J. Nolan, senior managing director with FTI Consulting, Inc., the Debtors' financial advisor, disclosed that as of the Petition Date, MF Finance held funds in the amount of $25,329,479 in its account no. 000000400933683 at the New York branch of JPMorgan. The Account is titled in the name of Man Group Finance Inc., which is now known as MF Global Finance USA Inc., Mr. Nolan said. For his part, the SIPA Trustee told Judge Glenn that no factual record exists that would permit a definitive answer to questions whether certain property in an MFGH proprietary account at JPMorgan might be MFGI customer property or the proceeds thereof or explain how MFGI customer property could have ended up in a proprietary account of MFGH at JPM. Counsel to the SIPA Trustee, James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, said an investigation and report will take place as promtply as possible and will focus intensively on the MFGI customer property shortfall. In light of the broad reservation of rights set forth in the proposed order, the SIPA Trustee does not object to entry of the proposed Cash Collateral Order. On behalf of the Creditors' Committee, Martin J. Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York, asserted that even if the Objectors can prove that customer funds account for some or all of the $26 million, the negotiated cash collateral order does not prejudice the rights of the Objectors to assert any liens or rights to setoff or the validity, priority or perfection thereof under applicable law or any challenge of the intercompany claims of the Debtors against MFGI at a later date after the entry of the Proposed Final Cash Collateral Order, which will not foreclose on any recoupment by the Objectors of the full $26 million. Charles O. Freedgood, managing director at JPMorgan, discloses that as of October 31, 2011, JPMorgan held claims against MF Finance under the Liquidity Facility, in an aggregate principal amount of not less than $73,446,445 for unpaid loans, plus additional amounts for unpaid interest, fees, costs, expenses and other charges payable under the Liquidity Facility. JPMorgan continues to hold those claims. Before entry of the Final Cash Collateral Final Order, Sapere Wealth Management, LLC, Granite Asset Management and Sapere CTA Fund, L.P. amended their previous answer and joinder in the objection of Virginia Power Energy Marketing, Inc., Dominion Energy Marketing, Inc. and Virginia Electric and Power Company to the Cash Collateral Motion, on a final basis. This amendment includes Sapere's original joinder and merely expands the arguments by discussing the relevant facts and including the more-extensive substantive argument in Sapere's motion to direct the Debtors' estates to be administered pursuant to Section 761 to 767 of the Bankruptcy Code. The Court signed the revised proposed order on December 14, 2011. 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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: Wins Approval to Transfer $2.2-Bil. to FCMs ------------------------------------------------------ Judge Glenn authorized James W. Giddens, trustee for the liquidation of the business of MF Global Inc. to complete one or more transfers of approximately $2.2 billion of U.S. Segregated Customer Property to qualified futures commission merchants or FCMs that have agreed to accept the U.S. Segregated Customer Property for the benefit of MFGI's U.S. commodity futures customers, while holding back approximately 14% to 20% of the total U.S. Segregated Customer Property or approximately $800 million. At the hearing held on Dec. 9, James Kobak, Esq., at Hughes Hubbard LLP, in New York, counsel to the SIPA Trustee, told Judge Glenn the third bulk transfer will be the last, as the SIPA Trustee will set aside more than $1 billion to deal with other claims as an investigation continues, Tiffany Kary of Bloomberg News reported. In a public statement, the SIPA Trustee said he is seeking customer funds from administrators of MF Global's foreign affiliates. Mr. Kobak continued that the SIPA Trustee has found suspicious transactions in the days before MF Global Holdings Ltd. filed for bankruptcy, and the shortfall in the brokerage's segregated customer accounts may still be $1.2 billion, according to Bloomberg. "At this point we can't say that the figure is less than $1.2 billion," Mr. Kobak said, adding that the SIPA Trustee was not sure whether there had been criminal activity involving the shortfall, the report relayed. The SIPA Trustee believes there was supposed to be $5.8 billion in the accounts, exceeding a prior estimate of $5.45 billion, according to the lawyer, Bloomberg said. Judge Glenn said he would deal in January with the distribution of physical goods like gold and silver bars, after lawyers for some customers of MFGI said they could not obtain partial ownership of gold bars because the bars can not be broken into pieces, the report relayed. The Official Committee of Unsecured Creditors, Martin Bienenstock, Esq., at Dewey & LeBoeuf LLP, in New York, asserted at the hearing, that the SIPA Trustee had taken an extreme position in saying all customer claims would come ahead of creditor claims, the report noted. In response, Mr. Kobak insisted that the 4d account is exclusively for customers, the report relayed. Judge Glenn held that MF Global Holdings Ltd.'s creditors don't have the authority to probe any issues at the brokerage arm, and the interests of the parent's estate should be represented by Chapter 11 Trustee Louis Freeh, Bloomberg related. Before entry of the order, the Chapter 11 Trustee reserved all rights of MFGH and its non-debtor subsidiaries to receive any distributions made by the SIPA Trustee to any other customer pursuant to the proposed Third Bulk Transfer. The bankruptcy judge also told Mr. Bienenstock that he could have more time to make arguments about whether creditors have any standing at all in MFGI's wind-down, the report noted. "The committee's standing is questionable," Judge Glenn was quoted as saying during the hearing. Judge Glenn overruled objections to the Third Bulk Transfer, including the administrators of MF Global' U.K. and Hong Kong affiliates, the report said. On behalf of Mirae Asset Securities Co., Ltd., Jai H. Lee, Esq., at Shin & Kim, in Seoul, South Korea, argued that it seems very likely the property and assets of foreign future customers, including Mirae, are included among the $1.3 billion in assets transferred from Harris Bank. To the extent that the Court holds that foreign futures customers like Mirae are ineligible for the present distribution, foreign futures customer segregated accounts and proceeds, including those from Harris Bank, should be maintained segregated until the time as distributions are to be made to foreign futures customers, he insisted. Bergenie Assets, Inc. and Chadwick Foundation asserted that (i) not less than 60% of their all-cash accounts be transferred to them immediately in accordance with the second transfer order; or (ii) confirmation be provided that: (a) their all-cash Accounts are included in the Third Bulk Transfer; (b) that their all cash accounts will be transferred promptly inasmuch as they qualified for, and should have been already transferred in the second distribution; and (c) for clarification about how the SIPA Trustee intends to address foreign currencies in those all-cash accounts. RWA Raiffeisen Ware Austria AG and its subsidiary Genol Gesellschaft m.b.H & Co KG complained that the SIPA Trustee has not provided any clarity as to how he is determining what portion of total customer assets are foreign futures held in foreign administrations, and thus outside of his current control. In order to avoid the appearance of preferring one group of account holders over another, RWA urges the SIPA Trustee to assist the "foreign futures" customers by providing them with pertinent information on, among other things, the status of the SIPA Trustee's negotiations with the UK Administrators to effect the return of MFGI customer assets held outside of the jurisdiction of the Court; and the timeline for the return of assets held in 30.7 Accounts in comparison to other claims filed in the ongoing U.S. MFGI claim process, on behalf of RWA, Christopher R. Donoho, III, at Hogan Lovells US LLP, in New York, contended. In response to the Creditors' Committee's Objection, Sapere Wealth Management, LLC, Granite Asset Management, and Sapere CTA Fund, L.P. asserted that the the panel's Objection lacks merit because the unsecured claims are subordinate to those claims of MFGI's segregated accounts customers. In an omnibus reply, counsel to the SIPA Trustee, James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, told Judge Glenn that 18 formal objections and 43 letters were filed in response to the proposed Third Bulk Transfer. The Objections primarily seek clarification as to the differences between 4d Segregated Commodity Customer property and 30.7 Secured Commodity Customer Property, and clarification as to the treatment of Physical Customer Property under the Third Bulk Transfer. A list of the letter is available for free at: http://bankrupt.com/misc/MFGlobal_3rdBulkTransferLtrs.pdf In response to the Objections, the SIPA Trustee made some language changes to the proposed order regarding the Third Bulk Transfer. In response to the issues raised by the Objections of the UK and other foreign administrators, among others, the SIPA Trustee no longer seeks to have the Court authorize further transfers of U.S. Segregated Customer Property if appropriate. A chart listing the Objections and the SIPA Trustee's corresponding response is available for free at: http://bankrupt.com/misc/MFGlobal_3rdBulkTransferObjsSumm.pdf Mr. Kobak explained that the 30.7 Secured Commodity Customer Property is excluded from the SIPA Trustee's Motion because virtually all of it is not under the SIPA Trustee's control, but rather under the control of MFGI's foreign former affiliates (which themselves are in liquidation or administration in their home countries). The 4d Segregated Commodity Customer Property - - but not the 30.7 Secured Commodity Customer Property -- portion of each account will be transferred to the True Up Amount, he stated. The SIPA Trustee believes that the $800 million held back from transfer is prudent and sufficient to address the known potential claims while maintaining further amounts to account for the potential of unknown claims against these same funds. It must be acknowledged that the CME Guarantee is not customer property -- it is simply a backstop for certain potential overpayments of the ultimate pro rata distribution, Mr. Kobak clarifies. However, the SIPA Trustee would have had to increase the $800 million for potential overpayments if the CME had not provided the CME Guarantee, he added. Mr. Kobak contended that the Creditors' Committee has no standing to object to the SIPA Trustee's Motion. Moreover, accounts affected by failed or reversed wires will, as a result of the proposed Third Bulk Transfer, be treated in the same manner as Bounced Check Accounts as set forth in the SIPA Trustee's Motion. Other account anomalies that lead a former MFGI U.S. commodities customer to believe that his or her account was improperly excluded from the bulk transfers must be handled through the Court-approved expedited claims process, he stated. Mr. Kobak also noted that if the proposed Third Bulk Transfer is approved, customers still awaiting the 60% distribution of their cash equivalents will receive those as part of the Second Bulk Transfer, and then will receive the True Up Amount as part of the proposed Third Bulk Transfer. The SIPA Trustee also assured the Court that once the full verification and auditing of the reconciliation data is complete, he will be in a position to use this data to determine claims in the expedited claims process and any mistaken distributions discovered by the SIPA Trustee can be rectified through other property then available and the $550 million CME Guarantee. In another filing, CME Group Inc., Chicago Mercantile Exchange Inc., Board of Trade of the City of Chicago, Inc., New York Mercantile Exchange, Inc. and Commodity Exchange, Inc. said the ratable return of up to $2.1 billion in customer segregated funds now would leave the SIPA Trustee with a robust customer segregated cash reserve, without even taking into account the $550 million guarantee CME Group has made, and still provide substantial relief to customers impacted by MF Global's unlawful failure to segregate all of its customer funds. Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago, Illinois -- vlazar@jenner.com -- counsel to CME, argued that the Joint Special Administrators of MF Global UK Limited fail to acknowledge the Administrators hold more than $650 million in customer assets that were maintained at MF Global UK pursuant to Regulation 30.7 of the Commodity Futures Trading Commission. This amount, he contended, represents well over two-thirds of the roughly $900 million owed to U.S. customers trading on foreign exchanges, and these customers have yet to receive a penny distribution on account of their claims. He also disclosed that the transfers of Warehouse Receipts began promptly after the CFTC authorized the Third Bulk Transfer. In the event that a Warehouse Receipt distribution or the proceeds thereof permits a customer to receive more than the amount to which it was entitled under the Bankruptcy Code and Part 190 Regulations, CME has confirmed that those distributions will be included within the scope of its $550 million guarantee, he added. Martin B. White, Esq., assistant general counsel of the CFTC, in Washington, DC -- mwhite@cftc.gov -- disclosed that the CFTC noted the reserve that the SIPA Trustee will maintain, and took added comfort from the $550 million CME guarantee to provide security against non-recovery of any potential overpayments. * * * Judge Glenn ruled that the Physical Customer Property, or the proceeds thereof, may be returned to customers on the same pro rata distribution basis applicable to accounts of U.S. Segregated Property Customers, without prejudice to any future determination of whether the Physical Customer Property or some subset thereof constitutes a separate class of customer property and is entitled to disparate treatment. For the purposes of valuing the Physical Customer Property being distributed pursuant to this order, the value of Physical Customer Property transferred to customers will be established by reference to the settlement price for the futures contract for the commodity represented by the Physical Customer Property on the day before the transfer less any encumbrances associated with the Physical Customer Property. If the value of any one customer's Physical Customer Property exceeds the True Up Amount, the SIPA Trustee will, in consultation with the facilitating derivatives clearing organizations or DCOs and in conjunction with the transferee FCM, confer with that customer on an individual basis to determine the appropriate manner in which to proceed, including a distribution, that will, in the SIPA Trustee's determination, achieve the goals set forth in this order. On January 12, 2012 the SIPA Trustee and counsel for those customers affected will provide to the Court a status report on the implementation of this provision of the order. The SIPA Trustee -- upon advice and approval of the Securities Investor Protection Corp. --will seek and may use the assistance of the Chicago Mercantile Exchange Group, Inc., and other registered DCOs that agree to facilitate the transfers, and the Facilitating DCOs will cooperate in the transfers, including providing accountings and other assistance already and continuing to do so. The Court signed the revised proposed order on December 12, 2011. Bergenie is represented by: Alan D. Halperin, Esq. Walter Benzija, Esq. HALPERIN BATTAGLIA RAICHT, LLP 555 Madison Avenue, 9th Floor New York 10022 Tel: (212) 765-9100 E-mail: ahalperin@halperinlaw.net wbenzija@halperinlaw.net 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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: Wins Nod to Sell Customer Securities Accounts -------------------------------------------------------- James W. Giddens, trustee for the liquidation of the business of MF Global Inc. under the Securities Investor Protection Act, sought and obtained permission from Judge Martin Glenn to sell, transfer and assign certain securities accounts of customers to Perrin, Holden & Davenport Capital Corp. The Debtor holds approximately 330 accounts for its non-affiliate securities customers whose funds and securities are subject to return by the SIPA Trustee pursuant to the SIPA. The SIPA Trustee believes that MF Global Inc.'s proceeding will have a significant impact on many investors and brokerage firms who were securities customers of MFGI as of the Petition Date. Judge Glenn found that the Account Transfers and other transactions contemplated by the Purchase Agreement are in the best interests of MFGI, its creditors and customers. The Purchaser will not have any liability or obligation for or with respect of any liabilities or obligations of the Debtor other than those liabilities and obligations expressly assumed pursuant to the terms of the Purchase Agreement. Prior to the hearing on the request for the Account Transfers, the Chapter 11 Trustee responded to objections to the proposal. Counsel to the Chapter 11 Trustee, Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, relates that MFGH is the majority, if not 100%, equity holder of non-debtor U.S. subsidiaries that are affiliates of MF Global Inc. Thus, the equity in those subsidiaries is an asset of MFGH's estate, which the Chapter 11 Trustee must protect, he says. He further discloses that MFGH and certain of those non-debtor subsidiaries have security accounts with MFGI. Mr. Miller asserts that the transfer of the accounts should not be impetus for securities account holders to reach the net equity of their accounts. The Chapter 11 Trustee recognized that the SIPC indemnity limits only protect the net equity in the transferred accounts and would be unavailable to any accounts that remain with MFGI. "The inability however of MFGH and its non-debtor subsidiaries to access their securities accounts, as the transferred securities account customers will be permitted to post-transfer to the buyer, diminishes the value of MFGH assets, as MFGH and the non-debtor subsidiaries lose the ability to use the available net equity or potentially suffer losses that would diminish their net equity," he tells Judge Glenn. In an omnibus reply, James W. Gidden, trustee for the liquidation of the business of MFGI under the Securities Investor Protection Act, relates that only two objections to the Securities Sale Motion. Counsel to the SIPC, James B. Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New York, clarifies the Account Transfers specifically include accounts of banks, brokers and dealers, but only up to the specified percentage level of 60% of net equity and only if those BBD Accounts are not among the categories excluded from the Account Transfers. Thus, unless a BBD Account is excluded because of the statutory prohibitions or because it is empty or has negative net equity, it should be included as part of the Account Transfers, he insists. Contrary to the suggestions of Alter Trading, the funds to be transferred do not involve any segregated commodity funds, Mr. Kobak argues. The funds and securities to be transferred are from accounts of securities customers segregated under Rule 15c3- 3 of the Securities Exchange Act or maintained in separate reserve accounts pursuant to agreements for the proprietary accounts of the introductory broker dealers in which MFGI agreed to establish separate reserve accounts based upon computations parallel to those required under Rule 15c3-3, he points out. Mr. Kobak explains that the percentage distributed to some securities customers with smaller net equity claims will be higher than that for commodity customers only because the SIPC has been willing to guarantee amounts up to the SIPC limits, a feature of securities liquidations that does not exist for commodities liquidations where there is no SIPC fund. Any perceived difference in treatment is the result of the different pools of customer property and the nature of the statutory protection available to the two types of customers, he states. In determining that up to 60% of net equity plus up to the limits of SIPC protection should be transferred on account of retail securities customers, and that up to 60% of net equity should be transferred on account of BBD Account customers, the SIPA Trustee acted consistent with his duties under the SIPA to deliver customer property to satisfy net equity claims of customers "as promptly as possible," Mr. Kobak maintains. 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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: Court Rules That Giddens Is "Disinterested" ------------------------------------------------------ Judge Martin Glenn entered a memorandum of opinion and order finding that James W. Giddens, trustee for the liquidation of the business of MF Global Inc., and his counsel -- the law firm in which he is a partner, Hughes Hubbard & Reed LLC -- to be "disinterested" pursuant to the Securities Investor Protection Act. Judge Glenn overruled two pro se customers' objections, challenging the disinterestedness of the SIPA Trustee and Hughes Hubbard in light of the firm's representation of JP Morgan Chase Bank, N.A. and PricewaterhouseCoopers LLC. The Court said it is satisfied that the SIPA Trustee has presented sufficient information for the Court to conclude that the SIPA Trustee and his counsel are "disinterested" for the purpose of Section 78eee(b)(6) of the SIPA. "The potential for conflicts nevertheless remains, particularly with respect to PwC or other financial institutions that are current clients of Hughes Hubbard and may be possible defendants in avoidance actions, but the risk is too attenuated at this time to require that Mr. Giddens or Hughes Hubbard step aside or that conflicts counsel or a co-trustee be appointed," the bankruptcy judge opined. Judge Glenn noted that efforts by the SIPA Trustee and others to locate and recover missing property continue unabated. Judge Glenn acknowledged that the two pro se objectors raised important issues that were insufficiently addressed in the SIPA Trustee's and Hughes Hubbard's disclosures, until the third disclosure statement filed in response to an order of the Court. The Court thus concludes that the SIPA Trustee and his counsel have now made sufficient disclosures to permit an objective determination of their disinterestedness. This does not relieve the SIPC, the SIPA Trustee, and Hughes Hubbard from an ongoing obligation to identify, evaluate, and disclose any additional "connections" or conflicts of which they become aware, Judge Glenn clarified. Nonetheless, that appointment of conflicts counsel or a co-trustee to handle particular matters that the SIPA Trustee and Hughes Hubbard cannot handle may resolve problems but conflicts counsel may not cure conflicts in all cases, the bankruptcy judge added. A full-text copy of the Memorandum Opinion dated Dec. 27, 2011 is available for free at: http://bankrupt.com/misc/MFGlobal_Dec27DisinterestedOrd.pdf Ties With JPMorgan Judge Glenn had ordered James W. Giddens and his firm, Hughes Hubbard, to make a complete disclosure by Dec. 12 with regards to their connection to MF Global Inc.'s secured creditor, JPMorgan Chase & Co. Judge Glenn also ordered the SIPA Trustee and his firm to supply legal authority explaining why ethical rules governing lawyers permit filing suit against the bank. JPMorgan is an agent and a lender to MF Global Holdings Ltd. and serves as the administrative agent of a $300 million secured facility between MFGI and several other lenders. A creditor, Mitch Fine, objected to the disinterestedness application and pointed out that Hughes Hubbard's Web site listed JPMorgan as a present or former client of the firm. Mr. Giddens said the firm's work for JPMorgan represented less than one-tenth of 1% of the firm's revenue for 2009 and 2010. By asking for the disclosure, Judge Glenn wants to know if JPMorgan or any other MF Global creditors are the firm's current clients. If JPMorgan is a client, Judge Glenn wants to know if Mr. Giddens and Hughes Hubbard can sue the bank, Bloomberg News said. If Hughes Hubbard can't sue JPMorgan, Judge Glenn wants to know if Mr. Giddens, as a partner in the firm, nonetheless satisfies the so-called disinterestedness test to continue serving as trustee, Bloomberg added. Judge Glenn said during that hearing that he learned in the press that JPMorgan may have received transfers from MF Global in advance of bankruptcy. He wants to know if the press reports are true, Bloomberg related. Judge Glenn also told the SIPA Trustee to say whether "customers have a basis in fact and law to seek recovery" of payments to the bank, Bloomberg noted. Support and Objections Before entry of the Court's opinion, certain customer claimants filed a response in further support of the disinterestedness disclosures filed by the SIPA Trustee and Hughes Hubbard. The Customer Claimants believe that the SIPA Trustee and his counsel meet the standards for disinterestedness under the SIPA and the Bankruptcy Code. They insist that the attention in this liquidation proceeding should be refocused on the urgent task of reuniting former MFGI's customers with their property. The Claimants are C. Richard Stark; Steven M. Abraham; Steven M. Abraham Revocable Trustp; Transcend Investments LLC; Carl E. Berg; Daniel Stern; January Stern; Jeffrey Stern; Kenneth Stern; Lee B. Stern; Philip B. Sauer; Murray R. Wise; K&W Partners LLC; and Mercantile Partners LLC. Mitch Fine and other parties objected to the SIPA Trustee's request regarding disinterestedness of the SIPA Trustee and his counsel. Mr. Fine alleges that there is a close and ongoing relationship among Hughes Hubbard and Reed, the SIPA Trustee and MFGI's investment banker JPMorgan Chase Bank, N.A., as shown in these instances, including: * Hughes Hubbard represented JPMC as lead arranger for the $12.25 billion in financing provided in connection with the separation of Viacom Inc. into two publicly-traded companies. * Hughes Hubbard also represented JP Morgan Securities Inc. in a $230 million financing for the Agua Caliente Band of Cahuilla Indians and in $170 million in follow-up issuances of investment grade notes. * The SIPA Trustee also represented diverse parties in Chapter 11 proceedings and non-judicial corporate major restructurings, including clients as JPMC. J. Giddens, SIPC Defends "Disinterestedness" Mr. Giddens filed papers in court defending his ability to continue supervising MFGI's liquidation after receiving directive from Judge Peck to make a complete disclosure regarding his relationship with JPMorgan, Bloomberg said. Mr. Giddens disclosed that he and his firm, Hughes Hubbard, no longer represent JPMorgan. Mr. Giddens explained that he and his firm are able to sue JPMorgan and are already opposing JPMorgan in a pending lawsuit for another client. The Securities Investor Protection Corp. defended its decision of retaining Mr. Giddens as SIPA trustee. The SIPC said in court papers that Mr. Giddens has "more experience in SIPA liquidations than any other attorney currently practicing," noting that Mr. Giddens also serve as the SIPA Trustee for Lehman's brokerage firm. The SIPC related that it considered 10 candidates for trustee and immediately eliminated five who had conflicts of interest. The SIPC added that, on close inspection, three of the remaining five candidates had conflicts, leaving Mr. Giddens and one other. The other, according to SIPC, had never served in a brokerage liquidation, and SIPC said it concluded it "would not have been appropriate" to select a firm without prior experience. The SIPC maintained that Mr. Giddens is "disinterested" within the meaning of SIPA. According to the SIPC, it is precluded from acting as trustee in the MFGI matter because the liabilities of the debtor to unsecured creditors appear to exceed $750,000 and because there appear to be more than 500 customers of the Debtor. The SIPC said it will exercise its authority to select a substitute trustee if Mr. Giddens is found to have a conflict of interest with respect to a particular matter. Stephen P. Harbeck, president and chief executive of the SIPC, also filed a declaration in support of the SIPC's retention of Mr. Giddens as SIPA Trustee for MFGI. 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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: SIPA Trustee, et al., File Briefs on Asset Distribution ------------------------------------------------------------------ James W. Giddens, the trustee for the liquidation of MF Global Inc. under the Securities Investor Protect Act, the Securities Investor Protection Corporation, and the Commodity Futures Trading Commission filed briefs in response to Judge Glenn's Nov. 17 instructions. The briefs relate to the regulations applicable to the remaining distributions of customer property by the SIPA Trustee. MFGI Subject to Two Regulatory Regimes The SIPA Trustee related that before MFGI was placed into liquidation, it was both a futures commission merchant and a securities broker-dealer, and therefore subject to two separate regulatory regimes, which imposed different regulatory requirements on MFGI with respect to customer funds and property and which have different protections for MFGI customers in the liquidation proceeding. Under both liquidation regimes, customers are entitled to a pro rata share of the applicable pools of customer property. As an FCM, MFGI was required by the Commodity Exchange Act and Commodity Futures Trading Commission regulations to segregate or secure funds and property held for its commodity futures customers. Sections 190.01 to 190.10 of the Electronic Code of Federal Regulations refer to six potential types of commodity account classes. Two of the main classes of property are for: assets held for commodity customers trading on domestic exchanges -- whose funds and property MFGI was required to segregate pursuant to Section 4d of the CEA; and assets held for MFGI commodity customers trading on foreign futures exchanges -- for whom MFGI was required to maintain secured accounts under Rule 30.7 of the CEA. In addition, the Part 190 Regulations provide for a "delivery account" class for narrowly defined subsets of specifically identifiable property, which may also be applicable to this liquidation. The SIPA Trustee said it is possible that further investigation or claims submitted will warrant additional pools. Based on the regulatory provisions, the claims received, and the books and records of MFGI, the SIPA Trustee will marshal separate pools of customer property for the account classes reflected for MFGI's commodity customers. To marshal separate pools of commodity customer property for each account class, the customer property so noted on MFGI's books and records as being segregated for that pool of customer property class plus customer property "readily traceable" to that class will be allocated to the pool. Thereafter, from the claims submitted by FCM customers and MFGI's records, the "net equity" for each customer per class will be determined in the claims process. To the extent that a particular account class was treated together with another class, those classes may be merged and treated as one class. Each distinct class will have its own pool of assets to distribute and may suffer from its own shortfall; the distributions to customers from each particular pool are expected to be made pro rata. FCM customers for whom MFGI was holding specifically identifiable property have an additional right under the Part 190 Regulations. These customers may instruct the SIPA Trustee to return or transfer their SIP, up to the amount of the funded portion of their net equity claim from their pro rata share of the applicable customer pool. To the extent the value of an FCM customer's SIP which is not margining an open contract exceeds the estimated funded portion of his net equity claim, the customer may obtain the property by providing cash for the unfunded portion. For SIP margining an open contract, the customer may obtain the property by paying the estate the full fair market value of the property. This right does not expand or change the principle that customers within the same customer account class or pool will receive equivalent pro rata shares of the estate, regardless of the form in which their customer property was being held. For securities customers, the U.S. Securities and Exchange Commission's Customer Protection Rules required MFGI to maintain customer securities separately and to establish reserves for customer funds. Allowed customer claims will share pro rata in the pool of securities customer property. In addition, in the event and to the extent that this pool is insufficient to satisfy the allowed net equity for each securities customer claim, SIPC provides funding for up to $500,000 per customer, of which up to $250,000 may be for customer cash deposited for securities transactions. In the event the allowed net equity claims of MFGI's securities customers are not satisfied from the pool of securities customer property and SIPC coverage, those customers will have additional rights to share in the other assets of the estate. Claims by MFGI customers other than customer claims -- like tort or breach of contract claims, or claims for financial products other than those covered by SIPA and CEA -- and claims by MFGI's unsecured creditors are relegated to the general estate, which is comprised essentially of other property of MFGI not required for or not subject to the customer protection provisions. Determinations of most general creditor claims will likely be deferred until the extent of customer claims have been preliminarily determined and it is determined whether there will be a meaningful estate after any reallocation of assets to compensate for segregation or compliance failures affecting customer funds. As part of the bulk transfer process, the SIPA Trustee, as of Dec. 12, has already returned to many customers substantial amounts of their Section 4d property, prior to any claims determinations. Ultimately, however, customers' claims will need to be resolved and finally "trued up" by review and determination of their allowed net equity, distribution of customer property on a pro rata basis from the appropriate pools, and marshaling additional assets deemed customer property, if any, for those claims, the SIPA Trustee said. MFGI Liquidation is Governed First by SIPA MFGI's liquidation is governed, first and foremost, by SIPA, the SIPC told Judge Glenn. SIPA plays a central role in a statutory process designed to afford carefully delineated protection to securities customers against the financial risks posed by broker- dealer failure, Christopher H. Larosa, Esq., associate general counsel for SIPC, in Washington, D.C., said. Mr. Larosa, however, stated that SIPA does not attempt to make all customer whole, and the SIPC is not an insurer of customer accounts. Rather, he explained, SIPA establishes a plan of limited protection in which SIPC's role is carefully delineated. SIPC administers a "quasi-public" fund established by SIPC via assessments upon its member broker-dealers. SIPA contemplates that customer claims will be satisfied to the maximum extent possible from the assets, including customer property, on hand with the broker-dealer in liquidation. SIPC funds merely supplement those assets within the limits and in the manner provided in SIPA and are available solely as advances to the trustee for the satisfaction of protected customer claims and for other specified purposes. To the extent of these advances, SIPC has rights of subrogation and recoupment as specified in SIPA. CFTC Vows to Help The CFTC said it will continue to assist the Court in any way possible to ensure the prompt, orderly, and equitable return of customer property in accordance with the applicable statutes and regulations. According to Robert B. Wasserman, Esq., chief counsel, division of clearing and risk at the CFTC, in Washington, D.C., the CFTC's regulations implement a "clear mandate" from Congress under the Commodity Exchange Act and Bankruptcy Code to ensure "customer protection" in commodity broker liquidation. In the liquidation of a commodity broker under Title 11, commodity customers are granted the highest priority against the bankrupt broker's estate, Mr. Wasserman pointed out. Mr. Wasserman explained that the CFTC, acting pursuant to its robust statutory mandate to protect commodity customers in commodity broker liquidations, has enacted a detailed set of procedures to guide trustees and assist courts in implementing the CEA and Subchapter IV of Title 11 of the Bankruptcy Code. These regulations, among other things: (1) define what constitutes "customer property;" (2) establish a system of customer classes and account classes designed to ensure a fair and orderly process of pro rata distribution; and (3) provide a formula for calculating allowable "net equity" claims. Under these regulations and the statutes they implement, all customer claims must be satisfied in full before property of the estate may be used to pay any general creditors' claims, and no "insider" who also happens to be a brokerage customer may be paid until all public customers' claims are fully satisfied, he 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. MFGH's subsidiaries MF Global Capital LLC, MF Global FX Clear LLC and MF Global Market Services, LLC filed for bankruptcy protection on December 19, 2011. 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) MW GROUP: BofA Opposes Debtor's Access to Cash Collateral --------------------------------------------------------- Bank of America, N.A., as successor by merger to LaSalle Bank National Association asks the U.S. Bankruptcy Court for the Western District of North Carolina to prohibit MW Group, LLC from using the cash collateral. According to BofA, among other things: -- there is insufficient equity in the collateral to provide bank with adequate protection of its interests; and -- the Debtor has not provided Bank with a budget. The bank related that it has been willing to consider a longer term agreement on the use of cash collateral subject to the parties' reaching an agreement on a consensual budget and trial schedule. As reported in the Troubled Company Reporter on Nov. 1, 2011, prior to the Petition Date, the Debtor and BOA entered into, among other things, these loan and collateral documents: (a) Loan Agreement dated as of June 1, 2003; (b) a Note, dated as of June 1, 2003, in the principal amount of $6.25 million; (c) a Deed of Trust covering its apartments known as Weyland and Weyland II, located in Charlotte, Mecklenburg County, North Carolina, and securing the Note dated as of June 1, 2003; (d) an Assignment of Rents and Leases further securing the Note as of June 1, 2003; and (e) Assignment of Plans, Permits and Contracts dated as of June 1, 2003, from the Debtor to LaSalle; The Debtor defaulted under the Note and Deed of Trust by failing to pay the entire outstanding balance due under the Note upon maturity of the Note. As of the Petition Date, BOA contends the principal and interest amount due from Debtor is $5.64 million, plus additional fees, costs, and expenses. On March 3, 2011, BOA instituted a foreclosure action in the North Carolina Superior Court, Mecklenburg County, Case No. 2011-SP- 2031. The foreclosure sale subsequently was held on Oct. 14, 2011, at which time, BOA bid in the full amount of its debt. The Debtor sought authorization to use the cash collateral in order to preserve and maintain the property. The Debtor asserted that the proposed use of cash collateral is necessary for the continued operation of its business. About MW Group Charlotte, N. Car.-based MW Group, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011. The Debtor scheduled assets of $10.32 million and liabilities of $8.42 million. Donald R. James signed the petition as manager. The Debtor's assets consist of 36.5 acres of vacant land, 48 condo units for rent, and 200 apartments known as Weyland and Weyland II, located in Charlotte, Mecklenburg County, North Carolina. The Debtor is represented by Christine L. Myatt, Esq., at Nexsen Pruet, PLLC, in Greensboro, North Carolina. No official committee of unsecured creditors has been appointed in the case. NEW LEAF: Incurs $2.5 Million Net Loss in Third Quarter ------------------------------------------------------- New Leaf Brands, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $2.54 million on $128,796 of net sales for the three months ended Sept. 30, 2011, compared with a net loss of $1.56 million on $1.05 million of net sales for the same period a year ago. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $4.82 million on $1.47 million of net sales, compared with a net loss of $7.18 million on $3.67 million of net sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $3.03 million in total assets, $5.83 million in total liabilities and a $2.80 million total stockholders' deficit. As reported by the TCR on June 2, 2011, Eisner Amper LLP, in New York, N.Y., expressed substantial doubt about the Company's 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 Company has suffered recurring losses from operations, has a working capital deficiency, was not in compliance with certain financial covenants related to debt agreements, and has a significant amount of debt maturing in 2011. The Company has a history of recurring losses from continuing operations, deficiencies in working capital and limited cash on hand. As of Sept. 30, 2011, it has also been unable to generate sustainable cash flows from operating activities. In addition, the Company has $1,765,329 in debt and related party obligations payable within the next twelve months including an obligation which is currently in default. For the three and nine months ended Sept. 30, 2011, the Company's loss from continuing operations were $2,544,910 and $4,826,124, respectively. As of Sept. 30, 2011, the Company's cash and cash equivalents and working capital deficiency were $19,057 and $5,035,316, respectively. A full-text copy of the Form 10-Q is available for free at: About New Leaf Brands http://is.gd/gyl5ku Old Tappan, New Jersey-based New Leaf Brands, Inc., develops, markets and distributes healthy and functional ready-to-drink ("RTD") beverages. The Company distributes its products through independent distributors both internationally and domestically. NEXAIRA WIRELESS: In Discussions with Lenders on Forbearance ------------------------------------------------------------ Nexaira, Inc., a wholly owned subsidiary of Nexaira Wireless Inc., received a letter from a secured lender, Centurion Credit Funding LLC advising the Company that Nexaira is in default for failing to make a payment when due. The total amount past due of $375,009 consists of $336,256 in principal and $38,753 in interest. The notice provided Nexaira with the opportunity to resolve the default by Dec. 12, 2011. At this point, the Company is in forbearance agreement discussions with Centurion and is attempting to obtain a rescission of the default notice by providing Centurion with a partial payment and re-negotiating an extension of the maturity date. There is no guarantee that Centurion and Nexaira will be able to resolve this matter in a timely manner. The repayment of the past due amount will be contingent upon the Company's ability to raise working capital to satisfy this obligation. In a separate agreement, the Company is in discussions with another lender, GEMINI MASTER FUND, LTD., the holder of a certain 10% Convertible Note in the original principal amount of $400,000, $50,000 of which has been converted. Forbearance agreement discussions with Gemini Master Fund, Ltd., are taking place whereby it is contemplated that the original Convertible Note will be exchanged for a new 10% secured Note that will be due Jan. 31, 2012. There is no guarantee that GEMINI MASTER FUND, LTD., and the Company will be able to resolve this matter in a timely manner. The repayment of the past due amount will be contingent upon the Company's ability to raise working capital to satisfy this obligation. At this time, the Company has engaged Reedland Capital Partners LLC, an Institutional Division of Financial West Group, to assist management in exploring a number of options available to it to address and restructure its past and on-going financial obligations. While management has been and continues to be in negotiations and discussions with its lenders and strategic investors, management has been maintaining minimal operations to reduce operating costs and liabilities. About NexAira Wireless Headquartered in Vancouver, B.C., Nexaira Wireless Inc. (OTC BB: NXWI) -- http://www.nexaira.com/-- develops and delivers third and fourth generation (3G/4G) wireless routing solutions that offer speed, reliability and security to carriers, mobile operators, service providers, value added resellers (VARS) and enterprise customers. The Company reported a net loss of $2.99 million on $947,826 of revenue for the nine months ended July 31, 2011, compared with a net loss of $3.37 million on $1.30 million of revenue for the same period a year ago. The Company reported a net loss of US$4.66 million on US$1.74 million of revenue for fiscal 2010, compared with a net loss of US$3.37 million on US$5.64 million of revenue for fiscal 2009. The Company's balance sheet at July 31, 2011, showed $2.59 million in total assets, $6.58 million in total liabilities, all current, and a $3.99 million total shareholders' deficit. BDO USA, LLP, in San Diego, Calif., expressed substantial doubt about Nexaira Wireless' ability to continue as a going concern. The independent auditors noted that the Company has incurred losses from operations and has negative cash flow from operations, a working capital and a net capital deficit. NORTHCORE TECHNOLOGIES: Renews Contract of Enterprise Client ------------------------------------------------------------ Northcore Technologies Inc. announced the contract renewal of a strategic client. The client is an industry leader in the field of material handling and has been an early adopter of the Northcore holistic remarketing toolset. Northcore provides a comprehensive platform for the management of capital equipment assets throughout the entire lifecycle, from sourcing through to tracking and ultimately disposition. The products are proven, effective and in use by some of the world's most successful corporations. "We appreciate this vote of confidence from one of our key partners," said Amit Monga, CEO of Northcore Technologies. "Our strong relationships with existing clients help to underscore the ongoing benefits of our Asset Management platform." Companies interested in effective asset management solutions should contact Northcore at 416-640-0400 or 1-888-287-7467, extension 395 or via email at Sales@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." NORTHERN BERKSHIRE: Hearing on Cash Collateral Use Set for Jan. 12 ------------------------------------------------------------------ The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District of Massachusetts, in a fifth interim order, authorized Northern Berkshire Healthcare, Inc., et al., to use the cash collateral. The Court will consider the Debtors' request for further access to the cash collateral on Jan. 12, 2012, at 10:00 a.m.(prevailing Eastern Time). The Debtors would use the cash collateral to fund their business operations, provided that the actual amount for each line item for expenses in the budget may not exceed the budgeted amount by up to 15%. The Debtors' access to the cash collateral will terminate at 5:00 p.m. (ET on the date that is two business days after the date of the further hearing; or (ii) the expiration of the cure period following the delivery of a default by the master trustee. The Debtor will maintain casualty and loss insurance coverage fro the prepetition collateral at all times on substantially the same basis as maintain prepetition. As adequate protection for any diminution in value of the master trustee's interest, the Debtor will grant the master trustee replacement liens, superpriority administrative claim status, subject to carve out on certain fees. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. NORTHERN BERKSHIRE: Plan Exclusivity Extended Until Feb. 10 ----------------------------------------------------------- The Hon. Henry J. Boroff U.S. Bankruptcy Court for the District of Massachusetts extended until Feb. 10, 2012, Northern Berkshire Healthcare Inc., et al.'s exclusive period to solicit acceptances for the proposed Plan of Reorganization Northern Berkshire In defending the request, counsel Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., noted that the Debtors have already filed two plans of reorganization and accompanying disclosure statements as negotiations on a potential consensual plan of reorganization have advanced. Mr. Lackow added that the Debtors have successfully managed a leadership transition and operational restructuring during the course of these cases. There are no "acrimonious relations" between any of the Debtors' principals. The Debtors' principals have managed these cases with the cohesion necessary to bring them toward a speedy close. According to Mr. Lackow, the extension will permit the parties to conclude negotiations on a consensual plan of reorganization without needless distraction. About Northern Berkshire Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. NORTHERN BERKSHIRE: U.S. Bank Says Debtor Plan Not Confirmable -------------------------------------------------------------- U.S. Bank National Association, acting solely in its capacity as Related Bond Trustee under the Related Bond Indenture, asks the U.S. Bankruptcy Court for the District of Massachusetts to disapprove Northern Berkshire Healthcare, Inc., et al.'s Second Amended Disclosure Statement. All of the indebtedness, liabilities and obligations of the Hospital under the Related Bonds and the Related Bond Indenture are secured by, among other things, a certain Master Note No. 3, dated as of October 1, 2004, from (a) NBH, (b) the Hospital, (c) VNA and (d) NBR 5 made payable to the Related Bond Trustee in the original aggregate principal amount of $30,245,000. The Bond Trustee asserts that, the Disclosure Statement must be denied because, among other things: A. the Plan is fatally flawed and is not confirmable; and B. the Disclosure Statement does not provide adequate information that would enable a hypothetical reasonable investor to make an informed judgment about the Plan. As reported in the Troubled Company Reporter on Sept. 19, 2011, the Debtors have filed a Plan that provides for (a) the issuance of the Reorganized Debtors of New Unsecured Notes to the applicable Post-Effective Trusts, (b) the Debtors transfer of Trust Assets to the applicable Post-Effective Trusts, (c) the release of funds in the Debt Service Fund, the Debt Service Reserve Fund, the Expense Fund, the Project Fund, the Redemption Fund, and the Rebate Fund to the Holder of the MDFA Note Secured Claim and applied to reduce the principal amount thereof, (d) the release of funds in the Debt Service Fund, the Debt Service Reserve Fund, the Redemption Fund, and the Rebate Fund to the Holder of the MHEFA Note Secured Claim and applied to reduce the principal amount thereof, (e) the vesting, with respect to each Debtor, the Avoidance Actions in each Debtor's Estate, and each Debtor's right to file, settle, compromise, withdraw, or litigate to judgment objections to any PET Claim and any Secured Claim against a Sale Debtor, in the Post-Effective Trust of such Debtor, and (f) the vesting of title to all other Assets of any Debtor in the respective Reorganized Debtor, free and clear of all Claims, liens, encumbrances, and other interests. A full-text copy of the Disclosure Statement is available for free at http://ResearchArchives.com/t/s?76f1 U.S. Bank is represented by: Richard C. Pedone, Esq. Lee Harrington, Esq. Ann E. Chernicoff, Esq. NIXON PEABODY LLP 100 Summer Street Boston, MA 02110 Tel: (617) 345-4000 Fax: (617) 345-1300 E-mail: rpedone@nixonpeabody.com lharrington@nixonpeabody.com achernicoff@nixonpeabody.com About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc. is a non-profit healthcare corporation in northern Berkshire County, Massachusetts. Together with its affiliates, Northern Berkshire Healthcare operates the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presides over the Debtors' cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., serve as the Debtors' bankruptcy counsel. The Debtors' Financial Advisors are Carl Marks Advisory Group LLC. GCG Inc. serves as claims and noticing agent. Northern Berkshire disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. OPTIMUMBANK HOLDINGS: Seven Directors Elected to Board ------------------------------------------------------ OptimumBank Holdings, Inc., held its 2011 Annual Meeting of Shareholders on Dec. 27, 2011. There were 22,131,108 shares of common stock entitled to be voted. At the Annual Meeting, the shareholders voted to: (1) elect the seven nominees for director, namely: Sam Borek, Moishe Gubin, Seth Gillman, Richard L. Browdy, Wendy Mitchler, Larry Willis and Robert Acri . (2) approve the issuance and sale of up to a total of 6,750,000 shares of the Company's common stock at a price of $.40 per share to Moishe Gubin under the terms of a Stock Purchase Agreement between the Company and Mr. Gubin. (3) the Company's 2011 Equity Incentive Plan; and (4) ratify the appointment of Hacker, Johnson & Smith PA as the Company's independent auditor for fiscal year 2011. About OptimumBank Holdings Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Bank offers a variety of community banking services to individual and corporate customers through its three banking offices located in Broward County, Florida. The Bank's wholly-owned subsidiaries are OB Real Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, all of which were formed in 2009. OB Real Estate Management, LLC, is primarily engaged in managing foreclosed real estate. OB Real Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC, hold and dispose of foreclosed real estate. OptimumBank is currently operating under a Consent Order issued by the Federal Deposit Insurance Corporation ("FDIC") and the State of Florida Office of Financial ("OFR"), effective as of April 16, 2010. As of Sept. 30, 2010, the Bank was considered "undercapitalized" under these FDIC requirements. As an "undercapitalized" institution, the Bank is subject to restrictions on capital distributions, payment of management fees, asset growth and the acceptance, renewal or rollover of brokered and high-rate deposits. In addition, the Bank must obtain prior approval of the FDIC prior to acquiring any interest in any company or insured depository institution, establishing or acquiring any additional branch office, or engaging in any new line of business. "The Bank [OptimumBank] has experienced recent and continuing increases in nonperforming assets, declining net interest margin, increases in provisions for loan losses, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital which raise substantial doubt about the Bank's ability to continue as a going concern," the Company said in its Form 10-Q for the quarter ended Sept. 30, 2010. The Company's continuing high levels of nonperforming assets, declining net interest margin, continuing high levels of noninterest expenses related to the credit problems, and eroding regulatory capital raise substantial doubt about the Company's ability to continue as a going concern. Moreover, as reported by the TCR on April 20, 2011, Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the Company's operating and capital requirements, along with recurring losses raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $8.45 million on $8.78 million of total interest income for the year ended Dec. 31, 2010, compared with a net loss of $11.48 million on $14.00 million of total interest income during the prior year. The Company also reported a net loss of $3.69 million on $5.06 million of total interest income for the nine months ended Sept. 30, 2011, compared with a net loss of $6.77 million on $6.94 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $167.12 million in total assets, $168.83 million in total liabilities and a $1.71 million total stockholders' deficit. PACIFIC MONARCH: Section 341(a) Meeting Scheduled for Jan. 19 ------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of Pacific Monarch Resorts' creditors on Jan. 19, 2012, at 1:00 p.m., at RM 1-159, 411 W Fourth St., in Santa Ana, California. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PACIFIC MONARCH: Files Schedules of Assets and Liabilities ---------------------------------------------------------- Pacific Monarch Resorts, Inc., and certain affiliated debtors have filed with the U.S. Bankruptcy Court for the District of Delaware their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,499,365 B. Personal Property $301,220,161 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $287,618,999 E. Creditors Holding Unsecured Priority Claims $62,874 F. Creditors Holding Unsecured Non-priority Claims $25,069,373 ----------- ------------ TOTAL $316,719,526 $312,751,247 A copy of Pacific Monarch Resorts, Inc.'s schedules is available for free at: http://bankrupt.com/misc/PACIFICMONARCH_sal.pdf About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PACIFIC MONARCH U.S. Trustee Appoints 3-Member Creditors' Panel --------------------------------------------------------------- Peter C. Anderson, the United States Trustee for Region 16, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Pacific Monarch Resorts, Inc. The Creditors Committee members are: 1. Casablanca Express James McClendon 6141 S. Rainbow Blvd. Suite 100 Las Vegas, NV 89118 Tel: (702) 232-8665 Fax: (702) 938-3129 2. Travelclick, Inc. Michael Hebeda 300 N. Martingale Road Suite 500 Schaumburg, IL 60173 Tel: (847) 585-5285 Fax: (847) 483-1397 3. Tahoe Seasons Resort Time Interval/Owners Assoc. Loren Gallagher 23041 Avenida de la Carlota Suite 400 Laguna Hills, CA 92653 Tel: (949) 587-2299 About Pacific Monarch Pacific Monarch Resorts, Inc., and certain affiliated debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. PERFORMANCE FOOD: S&P Withdraws 'B' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' corporate credit rating on Richmond, Va.-based food service distributor Performance Food Group Inc. (formerly known as Vistar Corp.) at the company's request. PHILLIPS RENTAL: Can Access Banks' Cash Collateral Until Feb. 24 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Tennessee has authorized Phillips Rental Properties, LLC, to use cash collateral through 5:00 p.m. on Feb. 24, 2012, pursuant to a budget. Any variance in the expense figures in the interim budget in excess of 10% will require approval by the Court. Debtor is authorized to use cash collateral based on a pro-rata distribution of the rents and sale proceeds from each property in which the Banks have an interest. As adequate protection, Bank of Tennessee, Carter County Bank, Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions Bank and TriSummit Bank are granted interim replacement liens in and to all assets of the estate that are within the collateral descriptions of the Banks' loan and security documents. In addition, the Debtor is authorized and agrees to pay the amounts as set forth in the budget to the Banks within the time periods specified therein with the first payment being paid on or bejore Feb. 18, 2011. An adjourned hearing on the Debtor's continued use of cash collateral will be held on Feb. 21, 2012, at 9:00 a.m. As reported in the TCR on Dec. 28, 2010, the Debtor, along with Gary and Karla Phillips, is a co-maker and guarantor on notes with: Approximate Amount of Claim --------------------------- a. Bank of Tennessee $514,748 b. Carter County Bank $204,419 c. Citizens Bank $565,947 d. Eastman Credit Union $2,383,489 e. First Tennessee Bank $791,808 f. Regions Bank $3,770,512 g. TriSummit Bank $1,036,460 About Phillips Rental Properties Piney Flats, Tennessee-based Phillips Rental Properties, LLC, is primarily engaged in the business of real estate development for resale and rental or leasing of properties. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-53129) on Dec. 7, 2010. Fred M. Leonard, Esq. -- fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $13,499,682 in total assets and $9,650,892 in total liabilities. No unsecured creditors committee has been appointed in the case. PLUM TV: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: Plum TV, Inc. fdba Plum TV LLC 890 Garrison Avenue Smokestack Entrance, 2nd Floor Bronx, NY 10474 Bankruptcy Case No.: 12-10017 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Adam L. Rosen, Esq. SILVERMAN ACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Fax: (516) 479-6301 E-mail: filings@spallp.com - and ? Edward M. Flint, Esq. SILVERMAN ACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Fax: (516) 479-6301 E-mail: filings@spallp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Thomas W. Scott, authorized signatory. Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Hamptons Television, LLC 12-10019 Plum POP LLC 12-10020 Vineyard Television, LLC 12-10021 Vail Television LLC 12-10022 Aspen Television, LLC 12-10023 Telluride Television, LLC 12-10024 Sun Valley Television, LLC 12-10025 NVT, LLC 12-10026 Miami Beach Television, LLC 12-10027 POTLATCH CORP: S&P Affirms 'BB' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings, including the 'BB' corporate credit rating, on Spokane, Wa.-based Potlatch Corp. The rating outlook is negative. "We removed all ratings from CreditWatch, where they were placed with negative implications on Dec. 5, 2011," S&P said. "The rating affirmation reflects the combination of what we consider to be Potlatch's 'fair' business risk and 'aggressive' financial risk -- as our criteria define the terms," said Standard & Poor's credit analyst Tobias Crabtree. "However, the negative rating outlook reflects the risk that Potlatch's cash flow generation and credit measures could be weaker than previously expected over the next 12 to 18 months following the company's announcement that it plans to temporarily reduce harvest levels until such time as log demand improves. While we are expecting a more meaningful recovery in housing starts in 2013, a key driver to log demand, the negative rating outlook reflects the uncertainty around such a recovery. Still, we expect the company's liquidity position to be 'adequate' over this period following the lowering of its dividend and recent amendment to its credit facility that changed its financial maintenance covenants." "A key risk to our near-term forecast would be weaker-than- expected pricing or demand for the company's timber and wood products if housing markets or overall economic conditions were to be more in line with Standard & Poor's economists' downside scenario. For 2013, should housing starts improve to 960,000 in accordance with Standard & Poor's economists' baseline scenario, we would expect Potlatch could begin to increase its harvest levels and accordingly generate a meaningful improvement in EBITDA toward our previously anticipated levels," S&P said. "The ratings on Potlatch also reflects what Standard & Poor's considers to be the company's 'fair' business risk as a midsize forest products company with cyclical earnings and cash flow -- primarily in wood products manufacturing -- and modest geographic diversity. Potlatch is a U.S. timber real estate investment trust (REIT) that owns and manages approximately 1.45 million acres of valuable timberlands in Arkansas, Idaho, and Minnesota. The company also conducts a land sales and development business and operates wood products manufacturing facilities through its taxable REIT subsidiary. While the company's end markets are cyclical, the degree of cyclicality varies, as log prices generally are more stable than lumber due to its more diversified end markets. The company is committed to expanding its land holdings where it currently has a geographic footprint and regional expertise (Idaho and the central South). However, our rating and outlook do not incorporate significant debt-financed timberland acquisitions in the next several quarters given the current market environment," S&P said. "The negative rating outlook reflects our expectations that weak housing markets and lower harvest levels over the near-term could result in credit measures that are weaker than we previously incorporated into the ratings. Our view of Potlatch's liquidity position as 'adequate' given its good existing cash balances, revolver availability, and recent amendment to its covenants provides support to the existing 'BB' rating. In addition, Potlatch's valuable timberland holdings, and its plan to maximize the value of this asset, lend support to the ratings," S&P said. "We could lower the ratings if our anticipated increase in housing starts in 2013 becomes less likely to materialize, which could further pressure the company's credit measures and ability to maintain its 'adequate' liquidity position. This could occur if housing starts over the next 18 months were to remain near 2011's level of about 600,000 total starts," S&P said. "We could revise the rating outlook to stable if a demonstrable recovery in housing markets and log prices were to occur, such that we believe Potlatch's earnings will improve at an accelerated pace going into 2013. For the 'BB' rating, we would expect credit measures be more in line with a 'significant' financial risk profile, including adjusted leverage to approximate 4x and FFO to debt to be 15% or more," S&P said. PRESIDENTIAL REALTY: Leeward Capital Does Not Own Class B Shares ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Leeward Capital, L.P., and its affiliates disclosed that, as of Dec. 31, 2010, they do not beneficially own shares of Class B Common Stock Presidential Realty Corporation. A full-text copy of the filing is available at http://is.gd/e2n2XX About Presidential Realty Headquartered in White Plains, New York, Presidential Realty Corporation, a real estate investment trust, is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate. On Jan. 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company's liabilities. The Company's consolidated statement of net assets as of Sept. 30, 2011, showed $7.73 million in total assets, $3.64 million in total liabilities and $4.09 million in net assets in liquidation. QUINCY MEDICAL: Chapter 11 Liquidating Plan Declared Effective -------------------------------------------------------------- On Dec. 14, 2011, Quincy Medical Center Inc., et al., filed a notice with the U.S. Bankruptcy Court for the District of Massachusetts declaring that the Effective Date of the Plan occurred on Dec. 7, 2011. For purposes of the Plan, the Administrative Claim Bar Date will be Jan. 23, 2012. All of the Debtors' executory contracts and unexpired leases not previously assumed (or proposed in writing to be assumed) by the Debtors are to be rejected as of the Effective Date pursuant to the Plan. Any entity asserting a claim against the Debtors' estates arising from such rejection must file a proof of such claim with the Debtors' claims agent, Epiq Bankruptcy Solutions, LLC, and serve a copy upon counsel to the Debtors, Casner & Edwards, LLP, Boston, Mass., and on counsel to the Liquidation Trustee, Duane Morris LLP, Boston, Mass., so as to be received on or before Jan. 6, 2012. As reported in the TCR on Nov. 25, 2011, U.S. Bankruptcy Judge Melvin Hoffman approved the Chapter 11 liquidation plan of Quincy Medical Center Inc., which was recently sold to hospital operator Steward Health Care System LLC. The hospital will use the proceeds from its sale to pay secured and priority claims, and fund a liquidation trust for general unsecured creditors. About Quincy Medical Center Quincy Medical Center is a 196-bed, nonprofit hospital in Quincy, Massachusetts. Quincy Medical Center, Inc. together with two affiliates, sought Chapter 11 protection (Bankr. D. Mass. Lead Case No. 11-16394) on July 1, 2011. John T. Morrier, Esq., at Casner & Edwards, LLP, in Boston, serves as counsel to the Debtors. Navigant Capital Advisor LLC and Navigant Consulting Inc. serve as financial advisors. Epiq Bankruptcy Solutions LLC is the claims, noticing, and balloting agent. Quincy disclosed assets of $73 million and liabilities of $79.4 million. Debt includes $56.4 million owing on secured bonds issued through a state health-care finance agency. There is another $2.5 million secured obligation owing to Boston Medical Center Corp. Accrued liabilities are $18.2 million. On July 12, 2011, the U.S. Trustee for the District of Massachusetts appointed the Official Committee of Unsecured Creditors. Counsel to the Creditors' Committee is Jeffrey D. Sternklar, Esq., at Duane Morris LLP, in Boston, Massachusetts. Deloitte Financial Advisory Services LLC is the financial advisor to the Creditors' Committee. Quincy sold its hospital facility to Steward Health Care System LLC, in October 2011 for $52.4 million, not enough for full payment to secured bondholders owed $56.5 million. The bonds were issued through a state health-care finance agency. Nonetheless, $562,500 -- not subject to bondholders' deficiency claims -- was set aside for unsecured creditors with claims estimated to total between $6 million and $7 million. The disclosure statement estimated unsecured creditors would recover about 8.4%. REAL MEX: Seeks Approval of Proposed Asset Sale ----------------------------------------------- BankruptcyData.com reports that Real Mex Restaurants filed with the U.S. Bankruptcy Court a motion and proposed sale order for the sale of substantially all of its assets to the highest bidder at a Jan. 26, 2012 auction. According to the Company, "The Debtors are filing the Sale Motion at this time to provide parties in interest with adequate notice of, and opportunity to review, the terms of the proposed Sale Order. As soon as practicable after the successful bidder in the Sale Process is selected, the Debtors will file the actual proposed asset purchase agreement memorializing the Sale and incorporating such modifications to the Agreement attached hereto as may be necessary or appropriate to reflect the Purchaser's Successful Bid, and a similarly revised Sale Order." The Court scheduled a Jan. 30 sale hearing. About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. The Official Committee of Unsecured Creditors retained Kelley Drye & Warren LLP and Cole, Schotz, Meisel, Forman & Leonard P.A. as bankruptcy counsel. REAL MEX: Bondholders' Trustee Balks at Bid to Challenge Lenders ---------------------------------------------------------------- Dow Jones' DBR Small Cap reports that the trustee representing bondholders in Real Mex Restaurant Inc.'s Chapter 11 bankruptcy case is objecting to an attempt by the committee of unsecured creditors to challenge lenders' stake in the Company's assets, calling it an unnecessary use of time and money. About Real Mex Restaurants Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at PACHULSKI STANG ZIEHL & JONES LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at LATHAM & WATKINS LLP; and Kurt F. Gwynne, Esq., at REED SMITH LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at FOLEY & LARDNER LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at SCHULTE ROTH & ZABEL LLP; and Russell C. Silberglied, Esq., at RICHARDS LAYTON & FINGER. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at MORRIS NICHOLS ARSHT & TUNNELL LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at KLEE TUCHIN BOGDANOFF & STERN LLP. ROCK POINTE: Section 341(a) Meeting of Creditors Today ------------------------------------------------------ The U.S. Trustee for Region 18 will convene today, Jan. 6, 2012, at 9:00 a.m., a meeting of creditors of Rock Pointe Holdings Company, LLC. The meeting will be held at US Trustee Office, US Courthouse Room 561 N, 920 W Riverside Ave, Spokane, Washington. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Rock Pointe Holdings Company, LLC, headquartered in Tacoma, Washington, filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-05811) on Dec. 2, 2011. Brett L. Wittner, Esq. -- brettlwittner@kentwittnerlaw.com -- presides over the case. It estimated $50 million to $100 million in assets and debts. The petition was signed by Hyun Um, member of Prium Companies, LLC. ROTECH HEALTHCARE: Promotes S. Alsene to Chief Operating Officer ---------------------------------------------------------------- Rotech Healthcare Inc. promoted Steven P. Alsene from Chief Financial Officer to Chief Operating Officer. Mr. Alsene will continue to serve as the Company's interim Chief Financial Officer until the appointment of a successor in that position. In connection with Mr. Alsene's promotion, the Company and Mr. Alsene entered into an amendment and restatement, effective as of Jan. 1, 2012, of the Agreement with Respect to Rights Upon Termination of Employment, dated Nov. 8, 2006, as thereafter amended, between the Company and Mr. Alsene. The Amendment provides the following for Mr. Alsene: -- an increase in his severance entitlements in the event of a termination of his employment by the Company without Cause or by him for Good Reason from 100% to 150% of his base salary plus target bonus and from 12 months to 18 months continued coverage at the Company's cost under its health plans; -- a base salary of $430,000; -- an increase in his annual target bonus from 75% to 100% of his base salary; -- a Company-provided automobile or automobile allowance; and -- an increase in the amount payable to him upon a Change of Control from 100% to 150% of his base salary plus target bonus. Without triggering Mr. Alsene's right to resign for Good Reason, the Company may at any one time: reduce Mr. Alsene's title from Chief Operating Officer to any other executive title with the Company; reduce his duties, authorities and responsibilities consistent with such title reduction; reduce his base salary by up to 10%; or reduce his annual target bonus by up to 25%. The Amendment also extends the period that Mr. Alsene will be subject to non-competition and non-solicitation provisions from 12 months to 18 months following his termination of employment. Meanwhile, Michael Dobbs's employment relationship with the Company terminated effective Dec. 29, 2011. No payments have been made to Mr. Dobbs as a result of this termination, and the Company expects that no separation benefit will be paid to Mr. Dobbs under the terms of his employment agreement. About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $4.20 million on $496.42 million of net revenue for the year ended Dec. 31, 2010, compared with a net loss of $21.08 million on $479.87 million of net revenue during the prior year. The Company reported a net loss of $6.31 million on $366.75 million of net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $598,000 on $372.65 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $281.71 million in total assets, $567.63 million in total liabilities, $2.95 million in Series A convertible redeemable preferred stock, and a $288.87 million total stockholders' deficiency. * * * In October 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'. The outlook is positive. In the March 22, 2011, edition of the TCR, Standard & Poor's Ratings Services said that it raised its corporate credit rating to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc., following the completion of the company's $290 million second-lien senior secured notes offering. "The ratings on Rotech Healthcare Inc. reflect the company's weak business risk profile, incorporating Rotech's exposure to Medicare reimbursement reductions for its products and services," said Standard & Poor's credit analyst Jesse Juliano. The rating also reflects the company's highly leveraged financial risk profile. As reported by the Troubled Company Reporter on March 10, 2011, Moody's Investors Service upgraded Rotech Healthcare Inc.'s Corporate Family Rating and Probability of Default Rating to B2 from Caa1 in connection with the proposed refinancing of the company's senior subordinated notes due 2012 with a new $290 million of senior secured notes offering due 2018. The B2 Corporate Family Rating reflects Moody's expectation that the company will continue its trend of improving credit metrics through better operating performance and small strategic acquisitions. Moody's expects credit metrics to be relatively weak, albeit in line with the B2 rating with debt-to-EBITDA leverage of approximately 4.9 times at the time of the transaction. However Moody's also expects additional de- leveraging over time through EBITDA expansion and the generation of modest free cash flow. ROTHSTEIN ROSENFELDT: Funds Inadvertently Helped Fraud Continue --------------------------------------------------------------- Dow Jones' DBR Small Cap reports that a former Florida lawyer convicted of running a $1.2 billion-plus Ponzi scheme said a group of hedge funds inadvertently helped him keep it going in the months before it collapsed. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- has been suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on January 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. SCD ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: SCD Enterprises, LLC 1903 East Walnut Avenue Dalton, GA 30721 Bankruptcy Case No.: 12-40013 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Rome) Judge: Paul W. Bonapfel Debtor's Counsel: Joseph J. Burton, Jr., Esq. MOZLEY, FINLAYSON & LOGGINS, LLP One Premier Plaza, Suite 900 5605 Glenridge Drive Atlanta, GA 30342 Tel: (404) 256-0700 Fax: (404) 250-9355 E-mail: jburton@mfllaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Brandon S. Lee, managing member. SCHOMAC GROUP: Plan to Repay Unsecureds Within One Year ------------------------------------------------------- The Schomac Group, Inc., TEDCO, Inc., NSS RV Central OG Limited Partnership, and SRE Investments, LP, filed with the U.S. Bankruptcy Court for the District of Arizona on Dec. 6, 2011, a Joint Disclosure Statement and Joint Plan of Reorganization. A copy of the Joint Disclosure Statement is available at no chrge at http://bankrupt.com/misc/schomac.doc96.pdf The Plan contemplates the continued operation of the business entities, including the marketing of properties, which will allow the Debtors to pay creditors. The Debtors' secured debt will be restructured in a manner where payment obligations do not outstrip the income from the project. The Plan will be funded by future operations of the Debtors' businesses, including the sale of properties, as well as by the dividend income from the Debtors' OP Units in CubeSmart. The Debtors also have commitments from related non-debtor entities and the individual equity-holder of the Debtors to fund plan payments, to the extent the Debtors' revenues are insufficient. The secured claim of LNV Corp. against both Schomac (Class 4) and TEDCO (Class 17) in the scheduled amount of $17,709,053 will be allowed in an amount determined by the Court, which the Debtor believes will not include penalties, late charges or default interest. Accrued interest and allowed fees and costs will be added to the principal amount of the claim. This claim will be paid over a period of 10 years. Interest only quarterly payments will be made for the first 36 months following the Effective Date. Allowed general unsecured creditors of Schomac will be paid an initial distribution equal to 10% of each Allowed Claim within 12 months after the Effective Date. Beginning on the second anniversary date of the Effective Date, each claimant will receive an annual distribution, equal to at least 10% of the Allowed Claim, plus accrued interest, until paid in full. Allowed general unsecured claims of TEDCO (Class 19), NSS RV (Class 26), and SRE (Class 32) will receive similar treatment. Schomac's equity holders (Class 19), TEDCO's equity holders (Class 20), NSS RV's Equity holders (Class 27), and SRE's equity holders (Class 33) will continue their ownership of the Debtors post- confirmation and management of the Debtors will remain the same. About The Schomac Group Tucson, Arizona-based The Schomac Group, Inc.'s primary business is to act as a holding company for its various subsidiaries, which are actively involved in diverse segments of the real estate industry. Schomac's sole shareholders are two trusts controlled by W. Michael Schoff. Schomac previously managed a portfolio of approximately 200 self-storage facilities, 72 of which were sponsored and managed by Schomac with TEDCO, Inc., being a substantial investor. Schomac also sponsored and managed a portfolio of apartment complexes, including the management of roughly 40 apartment complexes, as many as 16 of which were owned by Schomac over time. TEDCO's primary business is to act as a holding company for its various subsidiaries, which are actively involved in diverse segments of the real estate industry. TEDCO's sole shareholder is W. Michael Schoff. SRE Investments, LP owns eleven residential lots of roughly 5 acres each in Saguaro Ranch, a subdivision located in the Tortolita Mountains in Marana, Pima County, Arizona. SRE is 75.921% owed by Schomac. NSS RV Central Limited Partnership owns the real estate known as RV Central, a recreational vehicle and self storage facility located at 6260 North Travel Center Drive in Marana, Pima County, Arizona. NSS RV is 100% owned by Schomac. Schomac Group and TEDCO filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case Nos. 11-22717 and 11-22720) on Aug. 9, 2011. In its schedules, Schomac Group disclosed $48,929,897 in total assets and $34,583,005 in total liabilities. Judge Eileen W. Hollowell presides over the cases. NSS RV filed for Chapter 11 (Bankr. D. Ariz. Case No. 11-33246) on Dec. 6, 2011. In its petition, NSS RV estimated assets and debts of between $1 million and $10 million each. SRE Investments filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33247) on Dec. 6, 2011. In its schedules, SRE disclosed $10,148,424 in assets and $3,727,952 liabilities. Michael McGrath, Esq., and Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson, Ariz. Represent the Debtors as counsel. The cases are being jointly administered under Case No. 11-22717. SEA TRAIL: Court Extends Plan Filing Period to Jan. 26 ------------------------------------------------------ U.S. Bankruptcy Judge Stephani W. Humrickhouse has extended Sea Trail Corporation's exclusive period to file its plan and disclosure statement through and including Jan. 26, 2012. The is the first extension of the Debtor's exclusive period to file a plan. The Bankruptcy Administrator, J.M. Cook, Esq., counsel for the Unsecured Creditors' Committee, and Paul A. Fanning, Esq., at Ward and Smith, P.A., in Greenville, N.C., counsel for Waccamaw Bank, had consented to the requested continuance. About Sea Trail Corporation Headquartered in Sunset Beach, North Carolina, Sea Trail Corporation operates the Sea Trail Golf Resort and Conference Center. The Debtor's business operations are comprise of three operating divisions, including the golf division, the convention and resort division, and the real estate division. Sea Trail Corporation filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 11-07370) on Sept. 27, 2011, in Wilson, North Carolina. The Debtor reported $34,222,281 in assets and $22,174,201 in liabilities as of the Chapter 11 filing. Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue P.A., in New Bern, N.C., represents the Debtor as counsel. Sea Trail Corporation's official committee of unsecured creditors had retained J.M. Cook, Esq., and his firm, J.M. Cook, P.A., in Raleigh, N.C., as counsel. SEARS HOLDINGS: Hires Retailing Expert to Revamp Flagging Stores ---------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that Sears Holdings Corp., long criticized for giving short shrift to the shopping experience, has hired a retail veteran, the chief executive of Brookstone Inc., to oversee a revamping of its Sears and Kmart stores. About Sears Holdings Hoffman Estates, Illinois-based Sears Holdings Corporation (Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's fourth largest broadline retailer with more than 4,000 full-line and specialty retail stores in the United States and Canada. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. Sears Holdings also owns a 94% stake in Sears Canada and an 80.1% stake in Orchard Supply Hardware. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. In December 2011, Moody's Investors Service lowered Sears Holdings Corporate Family and Probability of Default Ratings to B1 from Ba3. Moody's said the The downgrade reflects persistent negative trends in revenues and operating margins of Sears Holdings, and the weaker than anticipated performance in its third quarter earnings. The B1 rating takes into consideration the company's good liquidity position, which reflects its access to sizable asset based revolving credit facilities and its strong sources of alternative liquidity due to its holdings of unencumbered real estate. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. SEARS HOLDINGS: Cut by Moody's to 'B3'; Outlook Negative -------------------------------------------------------- Moody's Investors Service lowered Sears Holdings Corporation Corporate Family and Probability of Default Ratings to B3 from B1. The outlook remains negative. At the same time Moody's affirmed Sears' Speculative Grade Liquidity Rating at SGL-2. Actions on rated debt instruments are detailed below. RATINGS RATIONALE The rating action reflects Moody's expectations that Sears will report a significant operating loss in fiscal 2011. Sears recently announced that it anticipates Adjusted EBITDA (as defined by the company) for the fiscal fourth quarter will be less than half of last year's result. The rating action also reflects the company's persistent negative trends in sales, which continue to significantly underperform peers. "We believe these trends are a result of continued underinvestment in stores and service and Moody's expects negative trends are likely to persist into fiscal 2012" said Moody's Vice President Scott Tuhy. Sears is taking actions designed to improve performance, including the closing of 100-120 Kmart and Sears full-line stores, as well as other actions to reduce its fixed costs by $100-200 million. "While we think these actions are positive steps, in view of persistent negative trends in sales and margins, we do not believe these actions alone are sufficient to stabilize performance" Mr. Tuhy added. Sears' B3 rating reflects its eroding market share -- comparable store sales have declined every year since the 2005 merger of Sears and Kmart. The rating also reflects weak execution as operating margins have consistently eroded over this period as well. Moody's expects debt/EBITDA will likely be around 9 times (incorporating Moody's standard analytical adjustments) and that the company will not have meaningfully positive interest coverage. The ratings reflect the company's good overall liquidity profile with access to sizable revolving credit facilities (which includes a $1 billion accordion option) and meaningful levels of unencumbered real estate assets. The rating also reflects the company's well recognized brands, including Kenmore, Lands End and Craftsman, as well as its still sizable market presence in the appliance sector. Moody's expects the appliance segment, however, will remain challenged in view of continued conditions in the US housing market. Sears overall good liquidity position -- evidenced in its SGL-2 Speculative Grade Liquidity rating -- is a key support to its current ratings. The company's liquidity is supported by its access to sizable undrawn credit facilities ( $3.275 billion in the US and C$800 million in Canada). The company also has an accordion option to expand the domestic facility by a further $1bn under certain conditions. Sears also has sizable amounts of unencumbered assets, including its real estate holdings, which could be used to raise additional liquidity. The SGL-2 rating also reflects the lack of any material near dated debt maturities. The rating outlook is negative as weak operating performance is expected to persist notwithstanding the actions implemented by the company. The negative outlook also reflects concerns that the company could increase its reliance on its credit facilities. Ratings could be lowered if Moody's expected Sears to increase its reliance on its credit facilities to continue to fund operating losses in the absence of other actions it could take to enhance liquidity. In view of Moody's recent downgrades and negative outlook, ratings are unlikely to be upgraded in the near term. The rating outlook could be stabilized if the company takes meaningful steps to further bolster its liquidity profile, primarily through improving operating performance such that free cash flow was near break-even levels, while maintaining an overall good liquidity profile. Over time ratings could be upgraded if the company demonstrates sustained improvements in operating performance, with interest coverage (EBITDA-capital expenditures/interest expense) sustained above 1.25 times while maintaining good overall liquidity. The following ratings were downgraded: Sears Holdings Corporation Corporate Family Rating to B3 from B1 Probability of Default Rating to B3 from B1 Senior Secured Notes due 2018 to B2 (LGD 3, 43%) from Ba3 (LGD 3, 42%) Sears, Roebuck and Co. Issuer Rating to B3 from B1 Sears Roebuck Acceptance Corp. Senior Unsecured to Caa1 (LGD 5, 77%) from B3 (LGD 5, 77%) Sears DC Corp. Senior Unsecured MTN to (P)Caa2 (LGD 6, 96%) from (P)B3 (LGD 6, 97%) The following ratings were affirmed: Sears Roebuck Acceptance Corp Commercial Paper at Not Prime Sears Holdings Corporation Speculative Grade Liquidity rating at SGL-2 The principal methodology used in rating Sears Holdings Corporation was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Sears Holdings Corporation is the parent company of Kmart Corporation and Sears, Roebuck and Co. The company also owns a 94% stake in Sears Canada. Revenues are approximately $43 billion. SFVA INC: U.S. Trustee Appoints 5-Member Creditors' Panel --------------------------------------------------------- W. Clarkson Mcdow, Jr., the United States Trustee for Region 4, pursuant to 11 U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors of State Fair of Virginia Inc. The Creditors Committee members are: 1. SMG Attn: John F. Burns 300 Conshohocken State Rd, Suite 770 West Conshohocken, PA 19428 Tel: 610-729-7903 Fax: 610-729-1593 E-mail: jburns@smgworld.com 2. Commonwealth of Virginia ex rel Dept. Of State Police Attn: Daniel S. Wolf Office of the Attorney General PO Box 610, Richmond, VA 23218 Tel: 804-786-1748 Fax: 804-786-4839 E-mail: dwolf@oag.state.va.us 3. Topside Rentals, Inc. Attn: David C. Slaybaugh 1605 E. Washington St. Petersburg, VA 23803 Tel: 804-731-3768 Fax: 804-861-3822 E-mail: topsidetent@aol.com 4. Siddall, Inc. Attn: John Siddall or Bettina Roda 830 E. Main St., 24th Floor Richmond, VA 23219 Tel: 804-788-8011 Fax: 804-788-8893 E-mail: broda@siddall.com 5. Lafayette Tent & Awning Co. Attn: Craig Ebershoff 125 S. 5th St. Lafayette, IN 47901 Tel: 765-742-4277 Fax: 765-742-4462 E-mail: lta@lafayettetent.com About SFVA Inc. State Fair of Virginia Inc. -- http://www.statefair.com/-- owns and operates a state fairgrounds facility known as the "The Meadow Event Park" located in Doswell, Caroline County, Virginia. SFVA filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588) on Dec. 1, 2011. The Debtor estimated assets of $10 million to $50 million and estimated debts of $50 million to $100 million. Curry A. Roberts signed the Petition as president. State Fair officials said they hope to emerge on a better financial footing and to do so within 60 days to 90 days. The Debtor is represented by Jonathan L. Hauser, Esq., at Troutman Sanders LLP. SIGNATURE STYLES: Plan Is Unconfirmable, Says U.S. Trustee ---------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3 objects to the emergency motion of Signature Styles, LLC, and Signature Styles Gift Cards, LLC, and their Official Committee of Unsecured Creditors for the preliminary approval of the disclosure statement explaining their Joint Plan of Liquidation. The U.S. Trustee states: 1. The Plan Proponents solicited acceptances of their Plan even without an approved disclosure statement, as required under Section 1125(b) of the Bankruptcy Code. 2. The Disclosure Statement should not be approved because it includes inaccurate information. The Disclosure Statement incorrectly describes the gift card class as unimpaired, when the class is in fact impaired. The Disclosure Statement also describes a plan that is unconfirmable as a matter of law. The U.S. Trustee also objected to the solicitation procedures, as well as the to the notice sent, and the election form to be sent, to the gift card holders. A copy of the U.S. Trustee's objection to the Plan Proponents' emergency motion for the preliminary approval of the Disclosure Statement is available for free at: http://bankrupt.com/misc/signaturestyles.doc477.pdf Roberta A. DeAngelis, United States Trustee, is represented by: Juliet Sarkessian, Esq. Trial Attorney United States Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 The Chapter 11 Plan As reported in the TCR on Dec. 15, 2011, the Debtors and the their Official Committee of Unsecured Creditors have filed a Joint Plan of Liquidation of the Debtors, dated Nov. 18, 2011, and an explanatory Disclosure Statement. Under the Plan, allowed (i) gift card claims are classified as priority claims (Class II), which will be paid in full and (ii) merchandise credit claims are classified as general unsecured claims (Class III), which will receive their pro share of distributable cash (projected to provide for a distribution of approximately 8-10%). There will be no recovery for holders of equity interests (Class IV) until all allowed claims are paid in full. A copy of the Disclosure Statement dated as of Nov. 18, 2011, is available for free at: http://bankrupt.com/misc/signaturestyles.nov18ds.pdf About Signature Styles Signature Styles LLC, owner of the Spiegel catalog, filed a Chapter 11 petition (Bankr. D. Del. Case No. 11-11733) on June 6, 2011, along with a deal to sell the business to affiliates of the current owners and lenders. New York-based Signature Styles, which filed for bankruptcy together with its affiliates, disclosed assets of $48.6 million and debt of $867.6 million. It purchased the Spiegel business for $21.7 million at a foreclosure sale in June 2009. Christopher A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware, serves as counsel to the Debtor. Western Reserve Partners LLC serves as investment bankers. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. Signature Styles completed the bankruptcy sale of the Spiegel catalogue business to the secured lender on Sept. 12, 2011. The business was purchased by a fund associated with Patriarch Partners LLC, the owner and lender through affiliated funds. The contract with Patriarch was negotiated before the Chapter 11 filing. The Patriarch fund paid $2 million cash and assumed specified liabilities, including $30 million outstanding on a term loan and revolving credit. No trustee or examiner has been appointed in the Chapter 11 cases. On June 17, 2011, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. SOLYNDRA LLC: Judge OKs Release of Trade Secrets to Creditors ------------------------------------------------------------- Dow Jones' Daily Bankruptcy Review reports that a bankruptcy judge ruled that the U.S. Department of Energy must supply documents ordinarily protected as trade secrets under federal law in creditors' investigation of claims against solar-power company Solyndra LLC. About Solyndra LLC Founded in 2005, Solyndra LLC is a U.S. manufacturer of solar photovoltaic solar power systems specifically designed for large commercial and industrial rooftops and for certain shaded agriculture applications. The Company had 968 full time employees and 211 temporary employees. Solyndra has sold more than 500,000 of its panels since 2008 and generated cumulative sales of over $250 million. Fremont, California-based Solyndra and affiliate 360 Degree Solar Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12799) on Sept. 6, 2011. Solyndra is at least the third solar company to seek court protection from creditors since August 2011. Solyndra owed secured lenders $783.8 million, including $527.8 million to the U.S. government pursuant to a federal loan guarantee, and held assets valued at $859 million as of the Petition date. The U.S. Federal Financing Bank, owned by the U.S. Treasury Department, is the Company's biggest lender. In the Chapter 11 cases, the Debtors are pursuing a two-pronged strategy to effectuate either a sale of their business to a "turnkey" buyer who may acquire substantially all of Solyndra's assets or, if the Debtors are unable to identify any such potential buyers, an orderly liquidation of the Debtors' assets for the benefit of their creditors. Judge Mary F. Walrath presides over the Debtors' cases. The Debtors are represented by Pachulski Stang Ziehl & Jones LLP as legal adviser. AlixPartners LLP serves as noticing claims and balloting agent. Imperial Capital LLC serves as the company's investment banker and financial adviser. The Debtors also tapped former Massachusetts Governor William F. Weld, now with the law firm McDermott Will & Emery, to represent the company in government investigations and related litigation. BDO Consulting, a division of BDO USA, LLP, as financial advisor and BDO Capital Advisors, LLC, serves as investment banker for the creditors' panel. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven unsecured creditors to serve on the Official Committee of Unsecured Creditors of Solyndra LLC. The Committee has tapped Blank Rome LLP as counsel. Solyndra is at least the fourth solar company to seek court protection from creditors since August 2011. Other solar firms are Evergreen Solar and start-up Spectrawatt Inc., both of which filed in August, and Stirling Energy Systems Inc., which filed for Chapter 7 bankruptcy late in September. SOMERSET MEADOWS: Hiring Kutner Miller as Bankruptcy Counsel ------------------------------------------------------------ Duvall-Watson LLC and Somerset Meadows LLC ask the Bankruptcy Court for permission to employ Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- and the law firm of Kutner Miller Brinen, P.C., as their Chapter 11 counsel. The Debtors also ask the Court to approve a $9,957.79 retainer for the firm. The firm's hourly rates are: Attorney Hourly Rate -------- ----------- Lee M. Kutner, Esq. $420 Jeffrey S. Brinen, Esq $360 David M. Miller, Esq. $320 Aaron A. Garber, Esq. $320 Jenny M.F. Fujii, Esq. $270 Benjamin H. Shloss, Esq. $220 Kathryn G. Foley, Esq. $120 Mr. Kutner, Esq., a shareholder at the firm, attests that Kutner Miller does not represent any party in interest adverse to the interest of the Debtors and is disinterested as defined by 11 U.S.C. Sec. 101(14). About Duvall-Watson and Somerset Meadows Duvall-Watson LLC is a real estate development company formed to develop a residential real estate project in Longmont, Colorado. The project, including land owned by Duvall-Watson and Somerset Meadows LLC, contains 18 finished lots and 177 preliminary approved lots in subdivisions known as Somerset Meadows and The Highlands at Somerset Meadows. Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on Dec. 27, 2011. Each debtor estimated $10 million to $50 million in assets and debts. Judge Howard R. Tallman presides over the case. SOMERSET MEADOWS: Sec. 341 Creditors' Meeting Set for Feb. 6 ------------------------------------------------------------ The United States Trustee in Denver, Colorado, will convene a meeting of creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Duvall-Watson LLC and Somerset Meadows LLC on Feb. 6, 2012, at 9:30 a.m. at US Trustee Room C. A status hearing will also be held in the cases on Feb. 6, 2012, at 11:00 a.m. BRCH Courtroom C203 for 1. About Duvall-Watson and Somerset Meadows Duvall-Watson LLC is a real estate development company formed to develop a residential real estate project in Longmont, Colorado. The project, including land owned by Duvall-Watson and Somerset Meadows LLC, contains 18 finished lots and 177 preliminary approved lots in subdivisions known as Somerset Meadows and The Highlands at Somerset Meadows. Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on Dec. 27, 2011. Each debtor estimated $10 million to $50 million in assets and debts. Judge Howard R. Tallman presides over the case. Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- at Kutner Miller Brinen, P.C., serves as the Debtors' counsel. SPECTRAWATT INC: Fine-Tunes Proposed Plan Disclosures ----------------------------------------------------- SpectraWatt Inc. has filed a First Amended Disclosure Statement in connection with the Debtor's Chapter 11 Plan of Liquidation, dated Dec. 5, 2011. In order to maximize recoveries for general unsecured trade creditors of the Debtor, the Plan incorporates an agreement between the Debtor and the Series A-1 Noteholders, who are the holders of the Debtor's pre-petition secured convertible notes. Pursuant to the agreement, the Series A-1 Noteholders have permitted the Debtor to reserve certain proceeds from the Debtor's sale of substantially all of its physical assets and to use those proceeds to satisfy certain claims. Further, the Series A-1 Noteholders have agreed that if the class of general unsecured trade creditors vote in favor of the Plan, the Series A-1 Noteholders will provide a recovery to holders of Allowed General Unsecured Trade Claims equal to the percentage recovery that the Series A-1 Noteholders have received on account of their Secured Claims, estimated to be approximately 12%. The Series A-1 Noteholders have further agreed that if the class of general unsecured trade creditors, which includes the SUMCO Unsecured Claim (Class 6), votes in favor of the Plan, the Series A-1 Noteholders will waive their substantial deficiency claims, and the Debtor has agreed to waive its right to pursue any Avoidance Actions in that event. Additionally, the Series A-1 Noteholders have agreed to fund a wind-down reserve in an amount not less than $50,000 in order fund the costs of winding down the Debtor's estate. The Plan contemplates the transfer of all of the Debtor's assets into a Liquidating Trust for distribution to holders of Allowed Claims by the Liquidating Trustee. The Liquidating Trustee will be tasked with the winding down of the Debtor's Estate and the resolution of the outstanding Claims against the Debtor. The confirmation hearing is scheduled on Jan. 25, 2012 at 10:00 a.m. Objections to confirmation of the Plan must be filed on or before Jan. 18, 2012, at 4:00 p.m. (prevailing Eastern Time) The Classes of Claims and Interests and their treatment are: A. Class 1 - Allowed Series A-1 Noteholder Secured Claims Estimated Allowed Claims: $41,159,724 Estimated Recovery: 11.8% B. Class 2 - Allowed Crystalox Secured Claim Estimated Allowed Claims: $0 Estimated Recovery: 0% C. Class 3 - Allowed SUMCO Secured Claim Estimated Allowed Claims: Unknown (disputed) Estimated Recovery: 100% of any Allowed claim up to the amount of the SUMCO Prepayment D. Class 4 - Allowed Other Secured Claims Estimated Allowed Claims: $0 Estimated Recovery: 100% of any Allowed Claims E. Class 5 - Allowed Priority Non-Tax Claims Estimated Allowed Claims: $0 Estimated Recovery: 100% of any Allowed Claims F. Class 6 - Allowed General Unsecured Trade Claims Estimated Allowed Claims: $775,000-$2,300,000 Estimated Recovery if Class 6 votes to accept Plan: Range between 11.4% to 11.8% Estimated Recovery if Class 6 votes not to accept Plan: 0% G. Class 7 - Allowed Series A-1 Noteholder Deficiency Claims Estimated Allowed Claims: $36,305,535 Estimated Recovery: 0% H. Class 8 - Allowed Interests Estimated Allowed Interests: $50,000,000 Estimated Recovery: 0% The treatment of Unclassified Claims are: A. Estimated Allowed Administrative Expense Claims other than Professional Fee Claims: $30,000 Estimated Recovery: 100% B. Estimated Allowed Priority Tax Claims: $350,000 Estimated Recovery: 100% A copy of the First Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/SPECTRAWATT_ds_firstamended.pdf U.S. Trustee Filed Objection Tracy Hope Davis, the United States Trustee for Region 2, had objected to the proposed disclosure statement and proposed plan of liquidation, dated Nov. 4, 2011. The U.S. Trustee said the proposed disclosure statement fails to identify the proposed liquidation trustee or his or her qualifications or compensation arrangements; does not describe the legal basis or the nature, if any, consideration given for the substantial releases, injunctions, exculpations and discharges provided for under the plan; provides for a discharge of debts contrary to the provisions of 11 U.S.C. Section 1141(d)(3), inaccurately describes the effects of confirmation under Section 1141(d), and provides an inadequate structure for post- confirmation financial oversight. About SpectraWatt Inc. Based in Hopewell Junction, New York, SpectraWatt Inc. was spun off from Intel in June 2008 and raised $50 million through a sale of preferred stock to its former parent and other investors including Goldman Sachs Group Inc.'s Cogentrix Energy LLC, PCG Clean Energy and Berlin-based solar panel maker Solon SE. The Company has also issued about $36.7 million in senior secured convertible notes. The Company's manufacturing facility in Hopewell Junction is designed to generate over 200 megawatts of production per year. The plant began operations in January 2010 with an initial capacity of only 30 megawatts per year. The Company began winding down its affairs late last year after encountering setbacks and shut down the lone manufacturing facility in March, and fired all its workers. SpectraWatt filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 11-37366) on Aug. 19, 2011, in Poughkeepsie, New York. SpectraWatt estimated as much as $50 million in both debt and assets as of the Chapter 11 filing. Mark W. Wege, Esq., and Eric M. English, Esq., at King & Spalding LLP, in Houston, Texas, and Scott I. Davidson, Esq., at King & Spalding LLP, in New York, represent the Debtor as counsel. STATION CASINOS: Bankruptcy Court Closes Chapter 11 Cases --------------------------------------------------------- Station Casinos and its debtor affiliates previously asked Judge Gregg Zive of the U.S. Bankruptcy Court for the District of Nevada to enter a final decree closing their Chapter 11 cases except the case of Aliante Gaming LLC. On December 14, 2011, Judge Zive signed an order granting the Debtors' request. The Court's order will not affect Aliante Gaming's Chapter 11 case, which remains open. All rights of the parties-in-interest in the Aliante Gaming's Chapter 11 case are expressly reserved, including, North Valley Enterprises LLC's issues concerning the negotiation of a new license agreement between North Valley and Reorganized Aliante Gaming. North Valley filed an objection to the closing of the Chapter 11 cases based on the negotiation of a new license agreement. North Valley argued that until an agreement is negotiated, the transactions required by the Debtors' Joint Chapter 11 Plan of Reorganization have not been completed, thus making the closing of the cases improper. In response, the Debtors pointed out that Aliante Gaming's Chapter 11 case will not be closed thus making North Valley's objection irrelevant. The other party that filed an objection was Georgia Fotos Skandros who filed a personal injury claim in the Debtors' Chapter 11 cases. Mrs. Skandros' objection was withdrawn with prejudice pursuant to a stipulation she entered into with the Debtors. The withdrawal was made in exchange for the Debtors' agreement to the allowance of the Skandros Claim and treatment as a "Disputed Claim" pursuant to the Joint Plan. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Green Valley Ranch Gaming, LLC and thirty other affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 protection on April 12, 2011. First to file among the April 12 Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11- 51188). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: Files Post-Confirmation Reports for H2 of 2011 --------------------------------------------------------------- Station Casinos Inc. and its affiliates submitted to the Court Post-Confirmation Operating Reports for the period from July 1 to December 7, 2011 in accordance with the guidelines established by the United States Trustee and Rule 2015 of the Federal Rules of Bankruptcy Procedure. In their Reports, the Debtors disclosed that did not make any disbursements for the Period. The Reporting Debtors are: Station Casinos, Inc. Past Enterprises, Inc. Charleston Station LLC FCP PropCo LLC Sunset Station, Inc. Boulder Station, Inc. Santa Fe Station, Inc. Texas Station LLC Fiesta Station, Inc. Tropicana Station, Inc. Gold Rush Station LLC Rancho Station LLC Magic Star Station LLC Aliante Holding LLC Aliante Station LLC Lake Mead Station, Inc. Green Valley Ranch Gaming LLC The Debtors submitted to the Court their Post-Confirmation Operating Reports for the period from October 1 to 31, 2011. The Debtors disclosed that they made these disbursements for the Period: Aliante Gaming LLC $7,074,731 Aliante Station LLC $0 Aliante Holding LLC $0 The Debtors submitted to the Court their Post-Confirmation Operating Reports for the period from July 1 to September 30, 2011. The Debtors disclosed that they made these disbursements for the Period: Aliante Gaming LLC $18,549,868 Aliante Station LLC $0 Aliante Holding LLC $0 In separate filings, Aliante Gaming LLC/Aliante Holding LLC and Aliante Station LLC submitted to the Court their Post- Confirmation Operating Reports for the quarter ended June 30, 2011. Aliante Gaming and Aliante Holding disclosed that they had an aggregate of $109,962,000 in assets and $442,887,000 in liabilities during the period. Aliante Station disclosed that it had $364,978,000 in assets and $327,300,000 in liabilities during the same period. Aliante Gaming and Aliante Holding also disclosed that they had a net loss of $2,563,000. Aliante Station disclosed that it had a $2,409,000 net loss. Furthermore, Aliante Gaming and Aliante Holding told the Court that they received cash totaling $18,370,000 and disbursed cash totaling $17,842,000. Aliante Station disclosed that it did not receive or disburse any cash. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Green Valley Ranch Gaming, LLC and thirty other affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 protection on April 12, 2011. First to file among the April 12 Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11- 51188). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STATION CASINOS: ALiante Objects to IRS's "Satisfied" Claim ----------------------------------------------------------- Reorganized Aliante Gaming LLC asks the Court to disallow a priority tax claim filed by the Department of the Treasury Internal Revenue Service because the claim has previously been satisfied. According to Jeffrey D. Saferstein, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP, in New York, the Court's order establishing the bar date for filing proofs of claim against the Subsidiary Debtors Aliante Holding LLC, Aliante Station LLC and Green Valley Ranch, did not apply to Aliante Gaming because the Joint Plan of Reorganization with respect to Aliante Gaming provided that all holders of general unsecured claims would be paid in full. Although no bar date was set for Aliante Gaming, several proofs of claim were filed against Aliante Gaming, Mr. Saferstein tells the Court. Mr. Saferstein relates that Reorganized Aliante Gaming's professionals and agents undertook a review of the various proofs of claim filed against Aliante Gaming with the assistance of Station Casinos LLC, the manager of Reorganized Aliante Gaming. He says that as part of the review, Reorganized Aliante Gaming and Station Casinos compared the amounts stated in each proof of claim with the amounts outstanding for each particular creditor as set forth in Reorganized Aliante Gaming's books and records. As a result of the review, Reorganized Aliante Gaming determined that the priority tax claim asserted against Aliante Gaming by the Department of the Treasury Internal Revenue Service filed on July 27, 2011 amounting $139,002 has already been satisfied in full by Aliante Gaming. Accordingly, Reorganized Aliante Gaming objects to and seeks disallowance of the IRS Claim. About Station Casinos Station Casinos, Inc., is a gaming and entertainment company that currently owns and operates nine major hotel/casino properties (one of which is 50% owned) and eight smaller casino properties (three of which are 50% owned), in the Las Vegas metropolitan area, as well as manages a casino for a Native American tribe. Station Casinos Inc., together with its affiliates, filed for Chapter 11 protection on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477). Milbank, Tweed, Hadley & McCloy LLP serves as legal counsel in the Chapter 11 case; Brownstein Hyatt Farber Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP is local counsel. Lazard Freres & Co. LLC is investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent. Brad E. Scheler, Esq., and Bonnie Steingart, Esq., at Fried, Frank, Shriver, Harris & Jacobson LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. In its bankruptcy petition, Station Casinos said that it had assets of $5,725,001,325 against debts of $6,482,637,653 as of June 30, 2009. About 4,378,929,997 of its liabilities constitute unsecured or subordinated debt securities. Green Valley Ranch Gaming, LLC and thirty other affiliates of Station Casinos Inc. sought bankruptcy protection under Chapter 11 protection on April 12, 2011. First to file among the April 12 Debtors was Auburn Development, LLC (Bankr. D. Nev. Case No. 11- 51188). The April 12 Debtors filed a prepackaged plan of reorganization together with their Chapter 11 petitions to reorganize debts and consummate the sale of the Green Valley Ranch Resort, Spa & Casino to a group of buyers led by the Fertitta family. Bankruptcy Creditors' Service, Inc., publishes Station Casinos Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Station Casinos Inc. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) STORAGE MASTERS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Storage Masters - JYP LLC fdba JYP Self Storage, LP 2115 Alaqua Lakes Blvd Longwood, FL 32779 Bankruptcy Case No.: 12-00044 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Middle District of Florida (Orlando) Judge: Karen S. Jennemann Debtor's Counsel: Frank M. Wolff, Esq. WOLFF HILL MCFARLIN & HERRON PA 1851 West Colonial Drive Orlando, FL 32804 Tel: (407) 648-0058 Fax: (407) 648-0681 E-mail: fwolff@whmh.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company?s list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by John R. Burrows, managing member. Affiliates that simultaneously sought Chapter 11 protection: Debtor Case No. ------ -------- Storage Masters - Goldenrod LLC 12-00045 EAT 2005-022, LLC 12-00046 Storage Masters ? O?Fallon LLC 12-00047 Storage Masters - Chesterfield LLC 12-00048 SUGARLEAF TIMBER: Will Seek Plan Confirmation at March 22 Hearing ----------------------------------------------------------------- The hearing on confirmation of Sugarleaf Timber, LLC's Amended Chapter 11 Plan has been rescheduled from Feb. 23, 2012, to March 22, 2012, at 9:00 a.m. On Oct. 31, 2011, the Debtor filed its Amended Chapter 11 Plan of Reorganization and a related Disclosure Statement. The Debtors' Amended Chapter 11 Plan of Reorganization provides for the delivery of a portion of the Debtor's properties which are subject to Farm Credit's liens, which delivery the Debtor asserts will provide the "indubitable equivalent" of Farm Credit's secured claim. The Court approved the Disclosure Statement on Dec. 8, 2011. The Court fixed Feb. 9, 2012, as the last day for filing written acceptances or rejections of the plan. Objections to plan confirmation must be filed and served 7 days before the date set forth for the hearing on confirmation of the plan. Pursuant to the Amended Plan, in the event that the Debtor elects to retain title to the Clay County Property Remaining Tract, general unsecured claims for which the Allowed Claim amount exceeds $300 will be paid $50,000 on the later of (1) May 7, 2012; or (2) the first business day of the calendar month date on which the net proceeds from the sale of all or a portion of the Clay County Remaining Tract exceeds $50,000, at which time Class 4 claimants will receive their pro rata shares of the proceeds. Additional $50,000 payments will be paid on an annual basis on the anniversary of the Effective Date, with such payments to continue until the Allowed Claims are paid in full. As an alternative treatment, at the Debtor's option in the event the Debtor does not retain title under the Plan to the Clay County Remaining Tract, the Class 4 claimants will be paid their pro rata share of $10,000. Interest will not accrue after the petition date. Management of the Reorganized Debtor will remain the same, with Diversified Investments of Jacksonville, LLC, managing day-to-day operations through its Manager, Victoria Towers. As reported in the TCR on Oct. 28, 2011, Farm Credit of Florida, ACA, opposed approval of the Disclosure Statement filed in support of SugarLeaf Timber, LLC's Plan of Reorganization dated Sept. 4. 2011. Counsel to Farm Credit, Brian P. Hall, Esq., at Smith, Gambrekk & Russell, LLP, in Atlanta, Georgia, contended that the Plan is a partial "dirt for debt" plan seeking to force Farm Credit to receive a portion of its real property in full satisfaction of approximately $27,400,000 in secured claims while the Debtor retains approximately 622 acres of real property collateral which Farm Credit is forced to release under the Plan. The Plan, he added, also appears to provide a release of Farm Credit's claims against six individual guarantors. The Disclosure Statement fails to include adequate information regarding the value of the property and the risks inherent in attempting to confirm a partial dirt for debt plan, Mr. Hall asserted. He added that the Disclosure Statement is also inadequate in a number of other respects, including the absence of any explanation regarding the purpose and legal theories behind the release of the Guarantors. About Sugarleaf Timber Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the business of purchasing, developing, and reselling real property in Northeast Florida. The Company filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief Bankruptcy Judge Paul M. Glenn presides over the case. Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville, Fla., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed assets of $31,016,486 and liabilities of $26,781,079. The petition was signed by Victoria D. Towers, manager of Diversified Investments of Jacksonville LLC, which serves as manager to the Debtor. An Official Committee of Unsecured Creditors has not been appointed. Additionally, no trustee or examiner has been appointed. SUGARLEAF TIMBER: Wants Exclusive Plan Period Extended to April 23 ------------------------------------------------------------------ Sugarleaf Timber, LLC, asks the U.S. Bankrutpcy Court for the Middle District of Florida to extend its Exclusive Plan Period until 30 days after the Court's entry of an order on whether it will confirm the Plan of Reorganization considered at the currently-scheduled confirmations set for March 22, 2012, and March 23, 2012, and for a related 60 day extension of the Exclusive Solicitation Period. Debtor has filed a timely Plan of Reorganization. The Debtor believes it is appropriate for the Court to grant it the sole right to file a Plan of Reorganization until a reasonable period after the March 2012 confirmation hearing on its current ?dirt-for-debt? Plan. According to the Debtor, the current plan is dependent almost exclusively upon what will almost surely be competing testimony on the Debtor's real properties. The extension of the Exclusive Plan Period will allow the Debtor, if somehow unsuccessful at the valuation hearings, to propose an alternative confirmable reorganization plan which would provide for payments payment to Farm Credit as required under 11 U.S.C. Section 1129. About Sugarleaf Timber Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the business of purchasing, developing, and reselling real property in Northeast Florida. The Company filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief Bankruptcy Judge Paul M. Glenn presides over the case. Robert D. Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville, Fla., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed assets of $31,016,486 and liabilities of $26,781,079. The petition was signed by Victoria D. Towers, manager of Diversified Investments of Jacksonville LLC, which serves as manager to the Debtor. An Official Committee of Unsecured Creditors has not been appointed. Additionally, no trustee or examiner has been appointed. SUMMER VIEW: Proposes Feb. 29 Plan Confirmation Hearing ------------------------------------------------------- As reported in the TCR on Dec. 5, 2011, Summer View Sherman Oaks, LLC, will seek approval of the disclosure statement explaining its plan of reorganization filed Nov. 15, 2011, at a hearing scheduled for Jan. 11, 2012, at 10:00 a.m. At the hearing Debtor will ask the Court to fix the following requisite dates and deadlines: Feb. 15, 2012, -- Plan Objection Deadline Feb. 22, 2012, at 5:00 p.m. -- Balloting Deadline Feb. 24, 2012 -- Deadline for Submission of Ballot Summary Feb. 29, 2012, at 10:00 a.m. -- Confirmation Hearing Responses to any objections to confirmation of the Plan may be filed and served by Feb. 22, 2012. Pursuant to the Plan, the goal is to sell the Property prior to July 2012-September 2012 (the Maturity Date of the U.S. Bank loan is July 11, 2014). The Debtor intends to start making payments to the creditors on the Effective date and pay off the Loan and all the creditors from the proceeds of sale. Allowed Secured Claims of U.S. Bank, owed $18,118,041, will receive monthly payments of $78,584 until the property is sold. According to loan documents, the loan must be paid off on July 11, 2014, with a balloon payment. Allowed Unsecured Claims, excluding Insiders, owed $24,340, will be paid in 8 quarterly payments of $3,042 (without interest), or from the proceeds of the sale, if sale occurred before the creditor is paid in full. Interests will receive the balance of the proceeds after payments to all creditors. Funding for distributions under the Plan will be sourced from: a. Proceeds from the sale of the Property; b. Debtor's cash on hand as of the Effective Date of the Plan; c. Payment reserve held by the Lender; and d. Post-confirmation income. A copy of the Plan of Reorganization and the Disclosure Statement is available for free at: http://bankrupt.com/misc/summerview.dkt137.pdf About Summer View Sherman The West Hollywood, California-based Summer View Sherman Oaks, LLC, aka Summer View Sherman Oaks Apartments LLC, a single-asset real estate company, is the owner of a 169-unit apartment building locate at 15353 Weddington Street, in Sherman Oaks, California. The sole member of the Debtor is the Efim Sobol Family Trust Dated November 18, 1995. Dr. Efim Sobol's mother, Sonia Sobol, 88 years old, is the sole trustee and beneficiary of the Efim Sobol Trust. The Company filed for bankruptcy under Chapter 11 (Bankr. C.D. Calif. Case No. 11-19800) on Aug. 15, 2011. Judge Alan M. Ahart presides over the case. The Debtor disclosed $23,228,304 in assets and $16,535,378 in liabilities as of the Chapter 11 filing. The petition was signed by Sonia Sobol, member. Terry D. Shaylin, Esq., and Alik Segal, Esq., at Karasik Law Group, LLP, in Los Angeles, Calif., represent the Debtor as counsel. SWISS CHALET: Will Seek Plan Confirmation at Jan. 30 Hearing ------------------------------------------------------------ On Dec. 5, 2011, Swiss Chalet, Inc., and G.P. West, Inc., filed a Joint Disclosure Statement in support of the Debtors' Joint Plan. The Plan is being filed with the U.S. Bankruptcy Court for the District of Puerto Rico in each of the two cases of the Debtors, and will be considered upon separate voting in each of the two cases, with each of the Debtors required to comply in their respective cases with the applicable Bankruptcy Code requirements. The Disclosure Statement, filed Dec. 5, 2011, corrected as to certain pages submitted as exhibits to the hearing on Dec. 20, 2011, has been approved by the Bankruptcy court. The hearing on confirmation of the Plan will be held on Jan. 30, 2012, at 9:00 a.m. Acceptances or rejections of the Plan will be filed not later than 7 days prior to the confirmation hearing. Under the Joint Plan, the Secured Claim of the Centro de Recaudaciones de Ingresos Municipales, or "CRIM" (Class 1), Allowed Priority Claims under Section 507(a)(7) of the Bankruptcy Code (Class 3), interests in Debtor GPW (Class 5(a)), and Interests in Debtor SCI (Class 5(b)), are unimpaired. The shares of the equity interest holders in GPW and SCI will remain unaltered. The Class 2(a) Claim of CPG/GS PR NPL, LLC, or "CPG", secured by substantially all assets of Debtor GPW's assets ($9,065,950), the Class 2(b) Claim of CPG secured by substantially all assets of Debtor SCI's assets ($119,154,958, as may be reduced for the payments made during the reorganization period), allowed general unsecured claims in the GPW Case in Class 4(a), totaling $7,576,701 (including the deficiency claim of CPG/GS and the Allowed Claims of Insiders and Affiliate), and Class 4(b) Allowed Unsecured Claims in the SCI Case, totaling $11,456,035 (exclusive of CPG $29,000,000 deficiency claim), are all impaired under the Plan. Class 2(a) Class 2(a) will be paid on the Effective Date by vesting in CPG Island Properties II LLC, free and clear of all interests, liens (except for any liens for amounts due to CRIM), leases, and encumbrances, unless otherwise requested by CPG, all of Debtor GPW's realty and all other property of GPW's securing CPG/GS' claims. Estimated Recovery is 71%. Class 2(b) Class 2(b) will be treated as follows: A) With respect to the DoubleTree Hotel and Related Assets, CPG/GS will restructure the debt secured by the DoubleTree Hotel, Gallery Plaza 5th Floor Commercial, Gallery Plaza Ground Floor Retail, and Gallery Plaza Parking not part of the residential units (collectively, the "Hotel Assets"). The restructured loan secured by the Hotel Assets will be paid at the end of 42 months. B) With respect to the Atlantis and Gallery Plaza Condominiums, SCI will transfer or cause to be transferred to CPG Island Properties II LLC, by writ on the Effective Date, all of the residential units owned by SCI that serve as collateral for the Atlantis Condominium Loan and Gallery Plaza Loans, together with all benefits of contractors' warranties and performance bonds that may apply, without waiver of construction contractors' liabilities for warranties, free and clear of all liens, claims, interests, liabilities, and encumbrances (other than any senior liens by CRIM); and all the deposits received for the sale of such units, but subject to all of seller's obligations in respect of such deposits. Class 4(a) Holders of Class 4(a) Allowed General Unsecured Claims, including those arising from rejected executory contracts or unexpired leases, but excluding CPG/GS' Deficiency Claim and Claims from Insiders and Affiliate, SCI, in full satisfaction of such claims will be paid on the Effective Date pro-rata from the remaining balance of the $85,000 GPW Carve-Out after payment of Administrative Expense Claims and Priority claims in the GPW Case, estimated at $6,500. Holders of Allowed General Unsecured Claims considered Insiders, basically consisting of GPW's Shareholders and Affiliate, SCI, will condone their claims as of the Effective Date of the Plan, but only if the Plan is confirmed. These claimants will not receive payments under the Plan but are entitled to vote. These claims amount to $4,932,967.65. The deficiency claim of CPG's against GPW totaling $2,653,000, will be dealt with under this Class, will not receive any dividends as part of this Class, but is entitled to vote to accept or reject the Plan. Estimated Recovery is 70%-90%. Class 4(b) Holders of Allowed General Unsecured Claims, including those arising from rejected executory contracts, but excluding CPG/GS' deficiency claim, those arising from deposits in escrow by individuals for the purchase of units at Atlantis Condominium, and those related to Insiders and Affiliates, if any, will be paid in full satisfaction of such Claims on the Effective Date pro-rata from the remaining balance of the SCI Carve-Out, after the payment therefrom of the above listed Administrative Expense Claims, including allowed professional fees and expenses, Allowed Priority Tax Claims, and Priority Claims (Class 3 Claims allowed in the Bankruptcy Case (SCI)). Estimated Recovery is 6.6% A copy of the Joint Disclosure Statement is available for free at: http://bankrupt.com/misc/swisschalet.doc135.pdf About The Swiss Chalet Inc. The Swiss Chalet Inc., developed the Gallery Plaza Condominium and Atlantis Condominium in San Juan, Puerto Rico. SCI also owns the DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to the Gallery Plaza. SCI filed a Chapter 11 petition (Bankr. D. P.R. Case No. 11-04414) on May 27, 2011. Charles A. Cuprill, P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy counsel. CPA Luis R. Carrasquillo & Co., P.S.C., serves as its financial consultants. In its schedules, the Debtor disclosed total assets of $115,580,977 and total debts of $138,603,384. The petition was signed by Arnold Benus, director. About GP West GP West, Inc., based in San Juan, Puerto Rico, is engaged in the rental of residential and non-residential real properties under the name of GP West, Inc.. GPW owns a non-residential parcel of land located at the southwest corner of De Diego Avenue and Wilson Street, San Juan, P.R., which is currently leased to Supermercados Maximo, Inc. GPW also owns 8 residential apartments at Gallery Plaza Condominium, acquired in March 2011 for its affiliate SCI, 6 of which are currently leased to BPP Retail Management, LLC. GPW filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11- 04954) on June 9, 2011. Eduardo J. Corretjer Reyes, Esq., at Bufete Roberto Corretjer Piquer, in San Juan, P.R., represents the Debtor in its restructuring effort. CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial consultant. In its schedules, the Debtor disclosed $13,384,251 in assets and $132,825,590 in debts. The petition was signed by Jose Teixidor Mendez, president. No trustee or examiner has been appointed in this Chapter 11 case, and no official committee of creditors or otherwise has been appointed or designated. TRAILER BRIDGE: Files Schedules of Assets and Liabilities --------------------------------------------------------- Trailer Bridge, Inc., 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 $2,853,914 B. Personal Property $94,492,067 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $106,534,275 E. Creditors Holding Unsecured Priority Claims $22,057 F. Creditors Holding Unsecured Non-priority Claims $5,982,601 ----------- ------------ TOTAL $97,345,981 $112,538,934 A copy of Trailer Bridge, Inc.'s schedules is available for free at http://bankrupt.com/misc/TRAILERBRIDGE_sal.pdf About Trailer Bridge Jacksonville, Fla.-based Trailer Bridge, Inc. -- http://www.trailerbridge.com/-- provides integrated trucking and marine freight service to and from all points in the lower 48 states and Puerto Rico and Dominican Republic. This total transportation system utilizes its own trucks, drivers, trailers, containers and U.S. flag vessels to link the mainland with Puerto Rico via marine facilities in Jacksonville, San Juan and Puerto Plata. Trailer Bridge filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 11-08348) on Nov. 16, 2011, one day after its $82.5 million 9.25% Senior Secured Notes became due. Judge Jerry A. Funk presides over the case. Gardner F. Davis, Esq., at Foley & Lardner LLP, and DLA Piper LLP (US) serve as the Debtor's counsel. Global Hunter Securities LLC serves as the Debtor's investment banker. RAS Management Advisors LLC serves as the Debtor's financial advisor. In its petition, the Debtor estimated $100 million to $500 million in assets and debts. The petition was signed by Mark A. Tanner, co-chief executive officer. TRIBUNE CO: Parties Agree on May Plan Confirmation Hearing ---------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware will convene a status hearing in Tribune Company's Chapter 11 case for the purpose of finalizing process and scheduling issues in connection with the confirmation of the Third Amended Joint Plan of Reorganization and the allocation disputes among the parties, on January 11, 2012. In preparation for the status hearing, parties-in-interest are directed to confer again to reach agreement on scheduling with respect to allocation disputes and confirmation of the Third Amended DCL Plan "with a view toward a confirmation hearing to be held in mid- to late- May 2012," Judge Carey said in a Dec. 29, 2011 memorandum of opinion. In November, Tribune Co., the Official Committee of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo, Gordon & Co., L.P. and JPMorgan Chase Bank, N.A., filed the Third Amended DCL Plan to comport with the Court's Oct. 31, 2011 Confirmation Opinion. They asked that the Court fix a disclosure/confirmation schedule for the Plan. The parties have expressed views about certain allocation disputes and when it is appropriate to resolve them. At a December 13 hearing, the Court noted that the competing allocation dispute schedules proposed by the DCL Plan Proponents and the group of Aurelius Capital Management, LP, were not meaningfully different. With respect to the proposed disclosure/confirmation schedules, the difference was greater, says the bankruptcy judge. Embedded in the differing views is the issue of whether all so-called allocation issues should be resolved before voting is allowed on the Third Amended DCL Plan, Judge Carey acknowledged. In connection with the status hearing, Judge Carey advised the parties that, while open to a two-step process in which remaining allocation disputes are presented to the Court for disposition prior to allowance of voting on the Third Amended DCL Plan, the Court reserves its discretion to determine whether and when allocation disputes -- regardless of when actually heard -- should be determined. In any event, any determination will be made in accordance with Rule 7001(8) of the Federal Rules of Bankruptcy Procedure and subject to confirmation of a plan, the bankruptcy judge told the parties. Motion to Reconsider Granted Judge Carey granted the request by (i) Aurelius Capital Management, LP and (ii) Law Debenture Trust Company of New York and Deutsche Bank Trust Company Americas for reconsideration of an October 31, 2011 ruling by the bankruptcy judge. To recall, Aurelius, et al., asked the Court to reconsider the Confirmation Opinion's discussion and determination of an objection by Wilmington Trust Company to the DCL Plan's proposed treatment of the claims of the PHONES Notes. WTC objected to Court's reconsideration of the Subordination Determination, arguing that Aurelius, et al., do not meet the legal standard for reconsideration, that the Court correctly determined that the causes of action under Chapter 5 of the Bankruptcy Code are not "assets of the Company," and that the plain language of the PHONES Indenture limits subordination solely to payments and distributions of "assets of the Company." Judge Carey previously indicated that the PHONES class should be able to recover at least part of a claim with a face value of $1.2 billion, getting its share from money going to Aurelius and other junior creditors, Walter Hamilton and Julie Wernau of Chicago Tribune noted in another article. That decision opened the door to a parallel demand from Tribune Co. Chairman Sam Zell, whose affiliate owns a similar note, according to the report. In an accompanying memorandum of opinion, Judge Carey acknowledged that he erroneously said that the "Noteholders" joined in the objection to the treatment of subordinated debt with respect to distributions from the DCL Litigation Trust, although Aurelius, et al., who are Senior Noteholders, did not join in that objection. Judge Carey further recognized that his consideration of the phrase "assets of the Company" was too limited. The overall purpose of Article 14 of the PHONES Indenture, in general, and Section 14.02 of the PHONES Indenture, in particular, is to ensure that the PHONES Notes are subordinated to the Senior Indebtedness, the bankruptcy judge held. Judge Carey added that the Section 14.02 introductory phrase "upon distribution of the assets of the Company" must be read in light of the overall language of the Section. Thus, the Confirmation Opinion is amended to strike the "Subordination Determination," Judge Carey determined PHONes Notes Plea Also Granted Judge Carey granted the Noteholders' separate motion for reconsideration of the Confirmation Opinion, clarifying that he did not make any determination regarding the amount of indebtedness of the PHONES Notes in the Confirmation Opinion. Judge Carey made clear that the chart in the Background section of the Confirmation Opinion reflected that the Debtors' Pre-LBO Indebtedness included the PHONES Notes indebtedness of $612 million as of April 2007. These figures were taken from the Debtors' Form 10-Q dated April 1, 2007 and used in the Confirmation Opinion for illustrative purposes only, the bankruptcy judge said. Judge Carey however denied the Noteholders' remaining requests for reconsideration: (1) the Noteholders ask the Court to reconsider whether the LBO Lenders are entitled to share in any DCL Litigation Trust proceeds received from the pursuit of fraudulent transfer claims arising from the LBO; and (2) the Noteholders ask the Court to reconsider its approval of the proportionate judgment reduction provision in the Bar Order proposed by the DCL Plan. Judge Carey determined that neither of the Noteholders' remaining requests for reconsideration meets the standard for reconsideration under Rule 59(e) of the Federal Rules of Civil Procedure. "I considered the reasonableness of the DCL Plan Settlement and, for all the reasons detailed in the Confirmation Opinion, concluded that 'the DCL Plan Settlement should be approved because it is fair, reasonable and in the best interest of the Debtors' estates and it is properly part of the DCL Plan pursuant to Bankruptcy Code Section 1123(b)(3)(A),'" Judge Carey opined. The Noteholders' request for reconsideration of the LBO Lenders' participation in the Trusts' recoveries is a renewed attack against the fairness of the DCL Plan Settlement, the bankruptcy judge determined. Judge Carey previously concluded, consistent with the Third Circuit's decision in Eichenholtz v. Brennan, 52 F.3d 478, 487 (3d Cir. 1995), that the proportionate judgment reduction provision in the proposed Bar Order was fair to both objecting parties. "Although I further concluded that the Bar Order's language should be revised to enjoin directly any actions by Potential Plaintiffs that do not conform to the terms of the Bar Order," Judge Carey noted. As discussed in the Confirmation Opinion, other courts have determined that the trial court adjudicating the claims against the non-settling defendants may determine the actual amount of the proportionate judgment reduction, Judge Carey related. "In balancing the competing concerns of the Bar Order's effect upon the future plaintiffs and the non-settling defendants, I decided that the proportionate judgment reduction provision is, among the three alternatives, the fairest under these circumstances," Judge Carey held. A full-text copy of the Memorandum of Opinion dated Dec. 29, 2011 is available for free at: http://bankrupt.com/misc/Tribune_Dec29ReconOpinion.pdf About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wins Approval of Randy Michaels Settlement ------------------------------------------------------ Tribune Co. and its affiliates sought and obtained permission from Judge Kevin Carey to settle the disputed postpetition claims of Randy Michaels a/k/a Benjamin Home pursuant to a settlement agreement and general release. In December 2009, Mr. Michaels served as the President and Chief Executive Officer of Tribune and member of the board of directors of Tribune. On October 22, 2010, Mr. Michaels tendered his resignation to the Board of Directors. Mr. Michaels alleged certain claims against Tribune principally including a claim for payment of a pro-rated bonus award allegedly due under Tribune's 2010 Management Incentive Plan, in which he was a participant. Tribune understands Mr. Michaels' position to be that his resignation was involuntary and equivalent to a termination without cause, and that he resigned at the Board of Directors' alleged express or implied request because he understood that his employment purportedly would otherwise be terminated. Based on Mr. Michaels' October 22, 2010 resignation date, if eligible to receive a payment under the 2010 MIP for termination without cause, his pro-rated award would equal approximately $900,000. Tribune believes that it has defenses to Mr. Michaels' claims. Nevertheless, to avoid the risks, costs and burdens of litigation, Tribune and Mr. Michaels negotiated and agreed to resolve Mr. Michaels' disputed postpetition claims. The salient terms of the Settlement Agreement are: (1) Tribune will pay Mr. Michaels $675,000, less any authorized withholdings deductions, and reimbursement of his documented actual and reasonable attorneys' fees through the effective date of the Settlement Agreement, up to (and not exceeding) $50,000. (2) Mr. Michaels will not participate in or receive payment under any current or future incentive or severance programs that the Company or any of its affiliates may implement. (3) Mr. Michaels releases the Company and the other released parties set forth in the Settlement Agreement from all claims that he now has or has ever had against the Company or any of the other Released Parties occurring or existing at any time prior to or on the date on which he signs the Settlement Agreement. The claims waived, relinquished and released by Mr. Michaels under the Settlement Agreement include his disputed claim for a 2010 MIP award, and further include, but are not limited to: (a) all claims arising out of or related in any way to Mr. Michaels' employment, compensation, other terms and conditions of employment, or termination from employment with the Company or any of the other Released Parties, including, all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit; (b) all claims that were or could have been asserted by Mr. Michaels or on his behalf: (i) in any federal, state, or local court, commission, or agency; (ii) under any common law theory; or (iii) under any services, employment, contract, tort, federal, state, or local law, regulation, ordinance, constitutional provision, or executive order; and (c) all claims that were or could have been asserted by Mr. Michaels or on Mr. Michaels' behalf arising under any of these laws, as amended: the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Lilly Ledbetter Fair Pay Act of 2009; the Employee Retirement Income Security Act; the Family and Medical Leave Act; the Illinois Human Rights Act; the Illinois Wage Payment and Collection Act; and the Chicago and Cook County Human Rights Ordinances; provided that if a Released Party subsequently asserts any claims against Mr. Michaels relating to his employment, compensation, other terms and conditions of employment or separation, he can assert claims and defenses against that Released Party solely to offset any damages award against him (he may not seek or receive any affirmative recovery). The Company and the other Released Parties are not releasing any claims against Mr. Michaels in the Settlement Agreement. Moreover, the disputed claims that will be resolved by the Settlement Agreement are postpetition claims relating to Tribune's ordinary business operations, including for payment of the 2010 MIP award already authorized by the Court. Nevertheless, Tribune determined out of an abundance of caution to seek Court authorization to enter into the Settlement Agreement. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, asserts that if Mr. Michaels was to seek to recover the disputed 2010 MIP payment under the Illinois Wage Payment and Collection Act, he could also seek "damages of 2% of the amount of any underpayments for each month following the date of payment during which such underpayments remain unpaid," plus "costs and all reasonable attorneys' fees." Litigation of Mr. Michaels' $900,000 2010 MIP claim could potentially expose Tribune not only to payment of the disputed claim, but also to potentially escalating damages of approximately $18,000 for each month the claim remains unresolved, and to payment of Mr. Michaels' costs and attorneys' fees (in addition to those of the Company), Mr. Conlan avers. "By eliminating Tribune's potential liability with respect to Mr. Michaels' 2010 MIP claim and any other potential claims and related defense costs and expenses, the Settlement Agreement conserves Tribune's resources for the benefit of its estate and creditors," Mr. Conlan insists. In addition, Tribune's Board of Directors and current senior management determined that the value to its estate from the acceptance of the Settlement Agreement significantly outweighs the Settlement Amount, Mr. Conlan states. The Official Committee of Unsecured Creditors and the U.S. Trustee for Region 3 also do not object to the relief requested in the Debtors' Motion, Mr. Conlan adds. The Debtors told the Court that no answer, objection or other responsive pleading to the Michaels Settlement Motion was filed. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRIBUNE CO: Wants Stay of Avoidance Suits Until June 30 ------------------------------------------------------ Tribune Co. and its affiliates ask the bankruptcy court to extend the "Termination Date" in the order staying avoidance actions commenced by the Debtors pursuant to Section 546(a) of the Bankruptcy Code through and including June 30, 2012. Pursuant to Rule 9006-2 of the Local Rules of the Bankruptcy Court for the District of Delaware, the filing of the motion extends the current December 30, 2011 Termination Date until a hearing on the Debtors' Motion without the need for a bridge order. An extensive and lengthy evidentiary trial and oral arguments in connection with the confirmation proceedings on the Competing Plans were held in March, April and June 2011. On October 31, 2011, the Court issued the confirmation opinion in which it denied confirmation of each of the Competing Plans. The DCL Plan Proponents filed the Third Amended Joint Plan of Reorganization, which is intended to comport with the Confirmation Opinion, thus providing a clear path for the Debtors to exit from bankruptcy as quickly as possible. The Court recently scheduled a status hearing on January 11, 2012, to discuss the Plan confirmation schedule. Accordingly, the Debtors seek the extension of the Stay of the Avoidance Actions to permit the parties to continue to enjoy the benefits of the Stay pending a ruling on confirmation of the Third Amended DCL Plan. James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois, asserts that many of the claims that are subject of Avoidance Actions in the Debtors' Chapter 11 cases may be eliminated, reduced, or modified in the event the Third Amended DCL Plan is confirmed, because the Third Amended DCL Plan provides for full payment to general unsecured creditors of the subsidiary Debtors. He insists that the extension to June 30, 2012 appropriately preserves the status quo while the Court considers the Third Amended DCL Plan and the Debtors take the steps necessary to satisfy the preconditions to a confirmed plan becoming effective, including, obtaining approval from the Federal Communications Commission. He assures the Court that the extension of the Stay will not prejudice any of the defendants to the Avoidance Actions, who will conserve their resources until a final resolution is reached on the Third Amended DCL Plan and the Debtors determine the appropriate course of action on the Avoidance Actions based on that resolution. Should the Third Amended DCL Plan be confirmed and become effective prior to the June 30, 2012 Termination Date, the Debtors or other parties will be able to take appropriate steps to seek to lift the Stay of the Avoidance Actions if necessary, he adds. The Court will consider the Debtors' request on January 11, 2012. Objections are due no later than January 4. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) VILLAGE RESORTS: Section 341(a) Meeting Scheduled for Jan. 25 ------------------------------------------------------------- The U.S. Trustee for Region 11 will convene a meeting of creditors of Village Resorts, Inc., on Jan. 25, 2012, at 1:30 p.m. The meeting will be held at 219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room 802, Chicago, Illinois 60604. The Debtor has until March 20, 2012, to file a Chapter 11 plan of reorganization and accompanying Disclosure Statement. A status hearing will be held on March 26, 2012, at 10:30 a.m. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Village Resorts, Inc., aka Purple Hotel, filed for Chapter 11 bankruptcy (Bank. N.D. Ill. Case No. 11-50965) on Dec. 21, 2011. The Debtor estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. Kun Chae Bae, signed the petition as president. WASHINGTON MUTUAL: Court OKs Stipulations Over D&O Claims --------------------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court issued an order approving a stipulation withdrawing certain of the Washington Mutual's deposition notices to director and officer claimants with respect to estimation motion in connection with D&O indemnification claims. Separately, BankruptcyData.com reports that the Court also approved a stipulation resolving the Debtors' motion to estimate the maximum amount of certain claims for purposes of establishing a reserve under the Debtors' confirmed Chapter 11 Plan with respect to certain D&O indemnification claims (Claim Nos. 3194, 3196, 3197 and 3198). According to the motion, "The relief requested . . . will allow the Debtors to effectuate timely distributions under the Plan, without undue delay." About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. When WaMu filed for protection from its creditors, it disclosed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment estimated assets of $500 million to $1 billion with zero debts. WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins, Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges, LLP. The Debtor tapped Valuation Research Corporation as valuation service provider for certain assets. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New York, and David B. Stratton, Esq., at Pepper Hamilton LLP in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the Equity Committee. The official committee of equity security holders also tapped BDO USA as its tax advisor. Stacey R. Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis, Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent JPMorgan Chase, which acquired the WaMu bank unit's assets prior to the Petition Date. On Jan. 7, 2011, the Bankruptcy Court entered a 107-page opinion determining that the global settlement agreement, among certain parties including WMI, the Federal Deposit Insurance Corporation and JPMorgan, upon which the Plan is premised, and the transactions contemplated therein, are fair, reasonable, and in the best interests of WMI. However, the Opinion and related order denied confirmation, but suggested certain modifications to the Company's Sixth Amended Joint Plan of Affiliated Debtors that, if made, would facilitate confirmation. WaMu filed a Modified Sixth Amended Joint Plan and a related Supplemental Disclosure Statement, which it believes would address the Bankruptcy Court's concerns. On Sept. 13, 2011, Judge Walrath denied confirmation of WaMu's Modified Sixth Amended Plan and granted equity committee standing to prosecute claims for equitable disallowance but stayed the ruling pending mediation. WaMu filed a Seventh Amended Plan in December 2011 to carry out a global settlement intended to remove nearly all opposition to the reorganization. The Plan proposes to pay more than $7 billion to creditors and incorporates a global settlement agreement resolving issues among the Debtors, JPMorgan Chase, the Federal Deposit Insurance Corp. in its corporate capacity and as receiver for WaMu Bank, certain large creditors, certain WMB senior noteholders, and the creditors' committee. The Settlement Noteholders are Appaloosa Management, L.P., Aurelius Capital Management LP, Centerbridge Partners, LP, and Owl Creek Asset Management, L.P. WASTE2ENERGY HOLDINGS: Sec. 341 Meeting of Creditors on Feb. 9 -------------------------------------------------------------- The U.S. Trustee for the District of Delaware will convene a meeting of the creditors of Waste2Energy Holdings, Inc., on Feb. 9, 2012, at 10:30 a.m. at: US District Court 844 King Street, J. Caleb Boggs Federal Building 2nd Floor, Room 2112 Wilmington, Delaware This is the first meeting of creditors under Section 341(a) of the Bankruptcy Code. The meeting offers creditors a one-time opportunity to examine the Debtors' representative under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Attendance by the Debtor's creditors at the meeting is welcome, but not required. About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. On Aug. 8, 2011, four creditors filed an involuntary Chapter 11 petition against Waste2Energy Holdings (Bankr. D. Del. Case No. 11-12504). Judge Kevin J. Carey presides over the case. The petitioning creditors, allegedly owed $3.2 million in the aggregate, are represented by Frederick B. Rosner, Esq., at The Rosner Law Group, LLC. WASTE2ENERGY HOLDINGS: Files List of 20 Largest Unsec. Creditors ---------------------------------------------------------------- Waste2Energy Holdings, Inc., has filed with the U.S. Bankruptcy Court for the District of Delaware a list of its 20 largest unsecured creditors. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Steven Benkovsky 80 Raynor Avenue Ronkonkoma, NY 11779-6650 Unsecured Note $2,000,000.00 Lance & Arlene Phillips 6 Hobson Drive Livingston, NJ 07039 Unsecured Note $855,500.00 Luppino Landscaping LLC 77 Sheather Road Mount Kisco, NY 10549-4622 Unsecured Note $750,000.00 Thomas J. & Norva H. Gormley Unsecured Note $500,000.00 SEC Solutions Unsecured Note $430,977.00 Michael Robbins Unsecured Note $375,000.00 Daniel C. Ruda Unsecured Note $283,500.00 Steven Carver Unsecured Note $272,051.00 Martin Johnston Unsecured Note $265,000.00 Andrew J. & Kim M. Savage Unsecured Note $250,000.00 Claude Kerry McCann, Jr. Unsecured Note $250,000.00 Guzov Ofsink LLC Professional Fees $227,602.00 John Holland Unsecured Note $202,000.00 Cary Williams Unsecured Note $200,000.00 William Simmelink Unsecured Note $200,000.00 Bryan M. Schiff Unsecured Note $200,000.00 David E. Gibbs, Jr. Unsecured Note $200,000.00 CMS Limited (Rodney Heathers) Unsecured Note $200,000.00 Duane Meyer Unsecured Note $195,400.00 Marcum & Kliegman LLP Professional Fees $151,465.00 About Waste2Energy Holdings Greenville, S.C.-based Waste2Energy Holdings, Inc. (Pink Sheets: WTEZ) -- http://www.waste2energy.com/-- is a "cleantech" technology company that designs, builds, installs and sells waste to energy plants that generate "Renewable Green Power" converting biomass or other solid waste streams traditionally destined for landfills into clean renewable energy. The Company's balance sheet at June 30, 2010, showed $3.4 million in total assets, $11.7 million in total liabilities, and a stockholders' deficit of $8.3 million. On Aug. 8, 2011, four creditors filed an involuntary Chapter 11 petition against Waste2Energy Holdings (Bankr. D. Del. Case No. 11-12504). Judge Kevin J. Carey presides over the case. The petitioning creditors, allegedly owed $3.2 million in the aggregate, are represented by Frederick B. Rosner, Esq., at The Rosner Law Group, LLC. WAVE SYSTEMS: Amends 5.2 Million Class A Shares Offering -------------------------------------------------------- Wave Systems Corp. filed with the U.S. Securities and Exchange Commission amendment no.2 to Form S-3 registration statement relating to the resale by selling stockholders of up to 5,267,374 shares of Wave's Class A common stock, par value $0.01 per share. The shares of Class A common stock were initially issued to the selling stockholders on Sept. 22, 2011, in connection with Wave's acquisition of Safend Ltd., a company formed under the laws of Israel, or Safend. The selling stockholders may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The Company will not receive any proceeds from the sale of these shares of Class A common stock by the selling stockholders. Wave's Class A common stock is traded on the Nasdaq Capital Market under the symbol "WAVX." The last reported sale price of the Company's Class A common stock on the Nasdaq Capital Market on Dec. 28, 2011, was $2.09 per share. A full-text copy of the amended prospectus is available at: http://is.gd/anUpH5 About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. The Company reported a net loss of $4.12 million on $26.05 million of total net revenues for the year ended Dec. 31, 2010, compared with a net loss of $3.34 million on $18.88 million of total net revenues during the prior year. The Company also reported a net loss of $5.93 million on $25.10 million of total net revenues for the nine months ended Sept. 30, 2011, compared with a net loss of $2.91 million on $19.01 million of total net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $27.53 million in total assets, $13.23 million in total liabilities and $14.30 million in total stockholders' equity. Due to the early stage nature of its market category, Wave is unable to predict with a high enough level of certainty whether enough revenue will be generated to fund its cash flow requirements for the twelve-months ending Sept. 30, 2012. Given the uncertainty with respect to Wave's revenue forecast for the twelve-months ending Sept. 30, 2012, Wave may be required to raise additional capital through either equity or debt financing in order to adequately fund its capital requirements for the twelve- months ending Sept. 30, 2012. As of Sept. 30, 2011, the Company had approximately $6.9 million of cash on hand and positive working capital of approximately $1.3 million. Considering the Company's current cash balance and Wave's projected operating cash requirements, the Company projects that it will have enough liquid assets to continue operating through Sept. 30, 2012. However, due to the Company's current cash position, its capital needs over the next twelve months and beyond, the fact that it may require additional financing and uncertainty as to whether it will achieve its sales forecast for its products and services, substantial doubt exists with respect to its ability to continue as a going concern. Wave's independent registered public accounting firm has issued a report dated March 16, 2010, that includes an explanatory paragraph referring to its significant operating losses and substantial doubt about its ability to continue as a going concern. WEST CORP: Board Approves Amendment to 2006 Exec. Incentive Plan ---------------------------------------------------------------- The Board of Directors of West Corporation approved an amendment to the Company's 2006 Executive Incentive Plan, which amendment increased the maximum number of shares of common stock of the Company, par value $0.001 per share that may be issued pursuant to or subject to outstanding awards under the 2006 EIP from 11,276,291 to 38,435,427, in each case, in addition to shares issuable upon exercise of rollover options. The effectiveness of the amendment to the 2006 EIP was conditioned on the effectiveness of the Conversion and the Reclassification. In connection with the adoption of the amendment, the Board of Directors also took action in accordance with the terms of the 2006 EIP to adjust the number and kind of shares of stock or securities subject to awards outstanding under the 2006 EIP to give effect to the Conversion and the Reclassification. The Company is party to Restricted Stock Award and Special Bonus Agreements and Restricted Stock Award Agreements with certain officers and employees of the Company, which Restricted Stock Agreements provide for the issuance of shares of Common Stock that are subject to time or performance vesting. The Board of Directors approved the amendment of the Restricted Stock Agreements with each of the current employees party to a Restricted Stock Agreement with the Company in accordance with the terms of the 2006 EIP to provide for immediate vesting of all shares awarded thereunder outstanding for more than five years, such vesting to become effective as of the Conversion. The amendments to the Restricted Stock Agreements provided for the acceleration of an aggregate of 4,371,864 shares of Common Stock, including the acceleration of 641,664.5 shares of Common Stock granted to Thomas B. Barker, 500,025 shares of Common Stock granted to Nancee R. Berger, 333,350 shares of Common Stock granted to Steven M. Stangl and 333,350 shares of Common Stock granted to Paul M. Mendlik. The Board of Directors adopted the amendment and restatement in its entirety of the West Corporation Nonqualified Deferred Compensation Plan to give effect to the Conversion and the Reclassification. On Dec. 30, 2011, the Company completed the conversion of the Company's outstanding Class L Common Stock into shares of Class A Common Stock and thereafter the reclassification of all of the Company's Class A Common Stock as a single class of Common Stock by filing an amendment to its amended and restated certificate of incorporation with the Delaware Secretary of State. Upon the effectiveness of the filing of the Charter Amendment, each share of the Company's outstanding Class L Common Stock was converted into 40.29 shares of Class A Common Stock pursuant to the Conversion, and all of the outstanding shares of Class A common Stock were reclassified as shares of Common Stock pursuant to the Reclassification. Following the Conversion and Reclassification, all shares of Common Stock will share proportionately in dividends. The Charter Amendment also increased the number of authorized shares of the Company to 900,000,000 shares of Class A Common Stock and 100,000,000 shares of Class L Common Stock. Following consummation of the Conversion and the Reclassification, the Company had one billion authorized shares of Common Stock. Immediately following the consummation of the Conversion and the Reclassification, an amended and restated certificate of incorporation of the Company was filed with the Delaware Secretary of State. The Amended and Restated Certificate of Incorporation provided for the elimination of certain obsolete provisions relating to the Company's prior dual-class common stock structure. Each of the Charter Amendment, the Amended and Restated Certificate of Incorporation, the Conversion and the Reclassification was approved by the unanimous written consent of the Board of Directors of the Company and adopted by the written consent of the holders of a majority of each of the outstanding shares of Class A Common Stock and the outstanding shares of Class L Common Stock. On Dec. 29, 2011, the Company's stockholders took action by written consent to approve each of the Charter Amendment and the Amended and Restated Certificate of Incorporation. As of the record date of the Written Consent, the Company had 87,851,063.65 shares of Class A Common Stock, par value $0.001 per share outstanding and entitled to vote and 9,979,049.83 shares of Class L Common Stock, par value $0.001 per share outstanding and entitled to vote. The Written Consent was executed by the holders of 7,257,500 shares of Class L Common Stock, representing approximately 72.7% of the outstanding shares of Class L Common Stock, and 58,060,000 shares of Class A Common Stock, representing approximately 66.1% of the outstanding shares of Class A Common Stock, which is sufficient to approve the actions contemplated by the Written Consent. About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. The Company's balance sheet at Sept. 30, 2011, showed $3.22 billion in total assets, $4.14 billion in total liabilities, $1.64 billion in Class L common stock, and a $2.56 billion total stockholders' deficit. Deloitte & Touche LLP, in Omaha, Nebraska, expressed an unqualified opinion on the Company's Annual Report for the year ended Dec. 31, 2010. In the auditor's opinion, the information set forth in the accompanying condensed consolidated balance sheet as of Dec. 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. * * * West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. WLG #3, LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: WLG #3, LLC P.O. Box 1088 Lagrange, GA 30241 Bankruptcy Case No.: 12-10018 Chapter 11 Petition Date: January 3, 2011 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: H. Matthew Horne, Esq. ROSENZWEIG, JONES, HORNE & GRIFFIS, P.C. 32 South Court Square P.O. Box 220 Newnan, GA 30264 Tel: (770) 253-3282 E-mail: matt@newnanlaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company?s list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Kenneth Gordon, secretary. W.R. GRACE: U.S. Trustee Names T. Weschler to Equity Committee -------------------------------------------------------------- Roberta A. DeAngelis, U.S. States Trustee for Region 3, filed with the U.S. Bankruptcy Court for the District of Delaware an amended notice of appointing members of the Official Committee of Equity Security Holders in the bankruptcy cases of W.R. Grace & Co. and its debtor affiliates. The U.S. Trustee disclosed that Peninsula Partners, L.P., has been replaced by R. Ted Weschler effective immediately. The members of the Equity Committee are: (1) R. Ted Weschler 404B East Main Street, 2nd Floor Charlottesville, VA 22902 Telephone: (804) 297-0816 Facsimile: (804) 220-9321 (2) Angus W. Mercer 4500 Carmel Estates Road Charlotte, NC 28226 Telephone: (704) 542-1422 Facsimile: (704) 542-1423 (3) Simon Atlas 8314 Meadowlark Lane Bethesda, MD 20817 Facsimile: (301) 365-9128 (4) Raymond E. Smiley 35415 Solon Road Solon, OH 44139-2415 Telephone: (440) 248-5967 Facsimile: (440) 248-2051 About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace has obtained confirmation from the bankruptcy court of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: R. Ted Weschler Discloses 5.1% Stake in Grace Equity ---------------------------------------------------------------- In amended Schedules 13D and Forms 4 filed with the U.S. Securities and Exchange Commission on December 19, 2011, R. Ted Weschler, managing member of Peninsula Investment Partners, L.P. and Peninsula Capital Advisors, LLC, disclosed that he beneficially owns 5.1% of the shares of common stock of W.R. Grace & Co. Peninsula Capital and Peninsula Investment beneficial own no share of Grace Common Stock. Mr. Weschler acquired 450,158 share of Grace Common Stock on December 15, 2011, which he received as a result of an in-kind distribution from Peninsula Investment. Following the transaction, he now beneficially owns 3,740,902 shares of the Common Stock, representing 5.1% of the 73,826,771 shares of Grace Common Stock issued and outstanding as of October 31, 2011. According to the Schedule 13D SEC filing, 10,765,600 shares of Common Stock were distributed in-kind from Peninsula Investment. The securities distributed to Peninsula Capital's general partner were then distributed to Mr. Weschler. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace has obtained confirmation from the bankruptcy court of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Wants Extension of LOC Termination Until 2013 --------------------------------------------------------- W.R. Grace & Co. and its debtor affiliates seek authority from Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to (i) enter into the Second Amendment to Postpetition Letter of Credit Facility Agreement, extending the Stated Termination Date of their letter of credit facility from March 1, 2012, to March 1, 2013, and (ii) pay an amendment fee of $250,000 pursuant to the terms of the Second L/C Facility Amendment. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, relates that on February 4, 2011, the Court approved the First L/C Facility Amendment, which extended the Stated Termination Date through March 1, 2012, and provided the Debtors with an option to increase the Total Facility from $100 million to $120 million upon payment of an increase fee of $50,000. The original L/C Facility's Stated Termination Date was March 1, 2011. Ms. Jones contends that the L/C Facility has enabled the Debtors to provide letters of credit to counterparties on an as-needed basis during the ordinary course of their business operations pending their emergence from Chapter 11. The Debtors do not anticipate emerging from their Chapter 11 cases and entering into exit financing prior to the Stated Termination Date. Hence, they negotiated and agreed with Bank of America, N.A., an extension of the Stated Termination Date until March 1, 2013 on the terms and conditions set forth in the Second L/C Facility Amendment. The Second L/C Facility Amendment eliminates the option to increase the Total Facility, and also requires the Debtors to pay an Amendment Fee of $250,000, which is the same amount as the amendment fee for the First L/C Facility Amendment, Ms. Jones explains. The Debtors submit that, under the circumstances of the cases, the Amendment Fee is a fair and reasonable fee for extending the L/C Facility's term for another year. The Debtors believe that there are no commercially practical alternatives to having an L/C facility, and were the Debtors to allow this L/C Facility to expire without it being renewed or replaced, their business operations could face considerable and entirely unnecessary disruption. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace has obtained confirmation from the bankruptcy court of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: In Talks Over Kootenai River Asbestos Cleanup --------------------------------------------------------- W.R. Grace & Co. is in discussions with federal officials over how to clean up asbestos washing into the Kootenai River from a vermiculite mine the Company owns in northwest Montana, The Associated Press reports. Matthew Brown of AP says that more than 20 years after Grace closed an above-ground mine near the town of Libby, Montana, tests results provided by federal regulators show high amounts of asbestos pouring from the creeks inside the mine site during the annual spring snowmelt. The creeks drain into the Kootenai just upstream of Libby, where an estimated 400 people have been killed and 1,750 sickened by asbestos dust released when vermiculite ore was mined. According to the report, the U.S. Environmental Protection Agency regulators said they are trying to gauge the risk from the water- borne asbestos, as they have yet to determine how far downriver the contamination might extend. "We are still looking to acquire data to tell us what the risks would be at the concentrations that we're seeing," said EPA project manager, Christina Progess. Libby residents are worried the contaminated water could prolong a cleanup that has cost more than $370 million over the past decade, the AP report says. At the mine site, one water sample taken from Rainy Creek in May 2011 showed 276 million asbestos fibers per liter of water. William Corcoran, Grace vice president, has said in a statement that the Company has been working for several years to come up with a plan to remediate the mine site, including Rainy Creek, according to AP. He said the Company was cooperating with the EPA and that discussions were continuing. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace has obtained confirmation from the bankruptcy court of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) W.R. GRACE: Fourth Quarter Results Out Feb. 1 --------------------------------------------- W. R. Grace & Co. (NYSE: GRA) announced that it will release its fourth quarter 2011 financial results at 6:00 a.m. ET on Wednesday, February 1, 2012. A company hosted conference call and webcast will follow at 11:00 a.m. ET that day. During the call, Fred Festa, Chairman and Chief Executive Officer, and Hudson La Force, Senior Vice President and Chief Financial Officer, will discuss the fourth quarter results. A question and answer session with analysts will follow the prepared remarks. Access to the live webcast and the accompanying slides will be available through the Investor Information section of the company's Web site, http://www.grace.com. Those without access to the internet can participate by dialing +1.866.356.4279 (U.S.) or +1.617.597.5394 (International). The participant passcode is 16560119. Investors are advised to dial into the call at least ten minutes early in order to register. An audio replay will be available at 2:00 p.m. ET on February 1. The replay will be accessible by dialing +1.888.286.8010 (U.S.) or +1.617.801.6888 (International) and entering participant passcode 56283700. About W.R. Grace & Co. Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) - - http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace has obtained confirmation from the bankruptcy court of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) YUKOS OIL: Baker Botts Sues SEC Over Denied FOIA Request -------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that Baker Botts LLP filed suit Tuesday in Texas federal court against the U.S. Securities and Exchange Commission seeking to enforce its Freedom of Information Act request for documents related to now-defunct energy company OAO NK Yukos' consultation with the agency. According to Law360, Baker Botts said that after repeated sufficient requests for the documents under the FOIA, the agency has refused to hand over the documents or justify its failure to do so. About Yukos Oil Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an open joint stock company under the laws of the Russian Federation. Yukos was involved in energy industry substantially through its ownership of its various subsidiaries, which own or are otherwise entitled to enjoy certain rights to oil and gas production, refining and marketing assets. The Company filed for Chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark. A few days later, the Russian Government sold its main production unit Yugansk to a little-known firm Baikalfinansgroup for US$9.35 billion, as payment for US$27.5 billion in tax arrears for 2000-2003. Yugansk eventually was bought by state-owned Rosneft, which is now claiming more than US$12 billion from Yukos. On March 10, 2006, a 14-bank consortium led by Societe Generale filed a bankruptcy suit in the Moscow Arbitration Court in an attempt to recover the remainder of a US$1 billion debt under outstanding loan agreements. The banks, however, sold the claim to Rosneft, prompting the Court to replace them with the state- owned oil company as plaintiff. On April 13, 2006, court-appointed external manager Eduard Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775), in an attempt to halt the sale of Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta. On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and Purchase Agreement with PKN Orlen S.A., Poland's largest oil refiner, for its Mazeikiu ownership stake. The move was made a day after the Manhattan Court lifted an order barring Yukos from selling its controlling stake in the Lithuanian oil refinery. On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and declared what was once Russia's biggest oil firm bankrupt. On Nov. 23, 2007, the Russian Trading System and Moscow Interbank Currency Exchange stopped trading Yukos shares after the company formally ceased to exist. Mr. Rebgun completed the company's liquidation process after Russia's Federal Tax Service has entered Yukos' liquidation on the Uniform State Register of Legal Entities. As reported in the Troubled Company Reporter-Europe on Nov. 14, 2007, the Moscow Arbitration Court entered an order closing the liquidation proceedings of Yukos, 15 months after it was declared bankrupt on Aug. 1, 2006. * Liquidity Pressures Increase on Junk-Rated Companies ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that according to a report from Moody's Investors Service, liquidity pressures on junk-rated companies increased in December. The percentage of junk-rated companies with the weakest liquidity rose to 4.8% in December from 4.2% in November, Moody's said. The liquidity-stress index last month was the highest since December 2010, when it was 5.1%. Moody's is predicting that the junk-bond default rate will rise to 2.4% in November 2012, from 1.8% last month. * Desgrosseilliers & Kirkland's Miller Join Donlin Recano --------------------------------------------------------- Donlin Recano has announced the addition of Alison Miller -- amiller@donlinrecano.com -- and Kelly Desgroseilliers -- kdesgroseilliers@donlinrecano.com -- to its national business development team. Based in the firm's Chicago office, Ms. Miller will focus on developing and maintaining relationships with DRC's list of clients and expanding market share. Based in Wilmington, Delaware, Ms. Desgroseilliers will concentrate on DRC's core claims management, noticing, balloting and distribution business as well as creditor information services and virtual data rooms. Prior to joining DRC, Ms. Miller was an associate in the Restructuring Group at Kirkland & Ellis LLP in New York. Ms. Desgrosseilliers has a strong business background. The wife of Mark Desgrosseilliers, partner at Wombie Carlyle, has been a court appointed special advocate, representing the interests of abused and neglected children. * Bracewell & Giuliani's Mark Joachim Joins Arent Fox ----------------------------------------------------- Mark B. Joachim has left New York law firm Bracewell & Giuliani LLP to join Arent Fox LLP as a partner in the firm's corporate and bankruptcy and financial restructuring practice groups. Mr. Joachim will reside primarily at Arent Fox's Washington, DC, office while working extensively at the firm's New York office as well. Mr. Joachim -- joachim.mark@arentfox.com -- is a restructuring and finance attorney with more than 20 years of experience counseling hedge funds, private equity funds, investors, lenders as well as corporate directors and officers, in a wide variety of complex transactions, corporate restructurings and distressed investing and financing. "We are very pleased that Mark has joined us at Arent Fox," said partner Jay Halpern, who chairs the firm's corporate practice group. "He brings a strong background and skill set with him. His extensive experience in corporate finance, bankruptcy, and financial restructuring matters will widen and strengthen Arent Fox's already formidable ability to offer our corporate clients a fully integrated range of services during a time when many businesses are facing unprecedented financial challenges and opportunities." Andrew Silfen, a partner in Arent Fox's New York office who chairs the firm's bankruptcy and financial restructuring practice group, said, "Mark is a well-respected and seasoned bankruptcy and corporate finance partner with a strong background in rescue, exit and post-petition financing as well as plan funding and distressed investing. He is an outstanding addition to our firm and we are very excited about Mark's ability to expand and broaden the depth of our finance and bankruptcy experience." Mr. Joachim's practice's focuses on corporate restructurings and complex financial transactions. He represents lenders, other creditors, official committees, ad hoc groups of creditors and debtor-in-possession lenders in connection with bankruptcy proceedings and out-of-court restructurings, as well as lenders in acquisition financings, structured financings, first and second lien financings, "rescue" financings and other leveraged finance transactions including leveraged buyouts, tender offers, and recapitalization. Mr. Joachim is a frequent lecturer on topics such as intercreditor arrangements, distress investing, and fraudulent transfers at Columbia University School of Business, New York Law School, and various industry and financial conferences. Mr. Joachim received his JD degree from Hofstra University School of Law. He earned his Bachelor of Arts degree at the State University of New York at Stony Brook. * Morrison & Foerster Elects Todd Goren to Partnership ------------------------------------------------------ Morrison & Foerster announced that 14 lawyers have been elected to the partnership effective Jan. 1, 2012. Included among the newly elected partners is Todd Goren, a member of the Bankruptcy and Restructuring Group, resident in the New York office. Mr. Goren specializes in complex Chapter 11 reorganizations and out-of-court restructurings. He has represented official committees, debtor-in-possession lenders, and debtors in industries such as real estate, aviation, mortgage lending, technology, telecommunications, retail, and energy. He has particular expertise in all aspects of airline-related restructurings, as well as intellectual property issues in bankruptcy, the treatment of environmental claims in bankruptcy, and in cross-border insolvencies. "Our newly elected partners reflect the firm's practice depth and international reach," said Morrison & Foerster chair Keith C. Wetmore. "These partners have demonstrated a commitment to client service and legal excellence. We are confident that this talented group of lawyers will make tremendous contributions to our clients' success and the firm's progress." * BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix ------------------------------------------------------ Author: Ralph H. Kilmann Publisher: Beard Books Hardcover: 320 pages Listprice: $34.95 Review by Henry Berry Every few years, a new approach is offered for unleashing the full potential of organized efforts. These are the quick fixes to which the title of this book refers. The jargon of the quick fix is familiar to any businessperson: decentralization, human resources, restructuring, mission statement, corporate strategy, corporate culture, and so on. These terms are all limited in scope or objective, and some are even irrelevant or misconceived with regard to the overall well-being and purpose of a corporation. With his extensive experience as a corporate consultant, author of numerous articles, and professor in business studies, Kilmann recognizes that each new idea for optimum performance and results is germane to some area of a corporation. However, he also recognizes that each new idea inevitably falls short in bringing positive change -- that is, a change that is spread throughout the corporation and is lasting. At best, when a corporation relies on an alluring, and sometimes little more than fashionable, idea, it is a wasteful distraction. At worst, it can skew a corporate organization and its operations, thereby allowing the corporation's true problems or weaknesses to grow until they become ruinous. As the author puts it, "Essentially, it is not the single approach of culture, strategy, or restructuring that is inherently ineffective. Rather, each is ineffective only if it is applied by itself -- as a "quick fix"." Kilmann tells corporate leaders how to break the cycle of embracing a quick fix, discarding it after it proves ineffective, and then turning to a newer and ostensibly better quick fix that soon proves to be equally ineffective. For a corporation to break this self-defeating cycle, the author offers a five-track program. The five tracks, or elements, of this program are corporate culture, management skills, team-building, strategy-structure, and reward system. These elements are interrelated. The virtue of Kilmann's multidimensional five-track program is that it addresses a corporation in its entirety, not simply parts of it. Kilmann's five tracks offer structural and operational aspects of a corporation that executives and managers will find familiar in their day-to-day leadership and strategic thinking. Thus, the author does not introduce any unfamiliar or radical perspectives or ideas, but rather advises readers on how to get all parts of a corporation involved in productive change by integrating the five tracks into "a carefully designed sequence of action: one by one, each track sets the stage for the next track." Kilmann does more, though, than bring all significant features of a modern corporation together in a five-track program and demonstrate the interrelation of its elements. His singularly pertinent and useful contribution is providing a sequence of steps to be implemented with respect to each track so that a corporation progresses toward its goals in an integrated way. Beyond the Quick Fix is a manual for implementing and evaluating the progress of a five-track program for corporate success. The book should be read by any corporate leader desiring to bring change to his or her organization. Ralph H. Kilmann has been connected with the University of Pittsburgh for 30 years. For a time, he was its George H. Love Professor of Organization and Management at its Katz Graduate School of Business. Additionally, he is president of a firm specializing in quantum transformations. ********* 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 2012. 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 ***