/raid1/www/Hosts/bankrupt/TCR_Public/120112.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 12, 2012, Vol. 16, No. 9
Headlines
ALLIED READY: Case Summary & 20 Largest Unsecured Creditors
ALT HOTEL: Files Full-Payment Plan; Payment in 6 Months
AMERICAN APPAREL: Goodman & Company Discloses 12.5% Equity Stake
AMERICAN DEFENSE: Board of Directors Adopts Amended Bylaws
AMERICAN DIAGNOSTIC: Has Access to Cash Collateral Until Jan. 31
AMERICAN AIRLINES: AA Tops Cargo Carrier Ranking by Tonnage at JFK
ARCELORMITTAL: Files Insolvency Papers for Steelworks Plant
ARROWHEAD GENERAL: Moody's Withdraws 'B3' Corp. Family Rating
ATLANTIC & PACIFIC: Fights Ahold's Bankruptcy Claims
BELTWAY ONE: Opposing Plan Confirmation at Today's Hearing
BERNARD L. MADOFF: Shepherd Smith Probes Feeder Funds' Claims
BIG WEST: S&P Withdraws 'B+' Rating on Term Loan B
BIORELIANCE CORP: Moody's Says SIAL Deal Credit Positive
BON-TON STORES: S&P Lowers Corporate Credit Rating to 'B-'
BREITBURN ENERGY: Moody's Rates New Senior Notes at 'B3'
BREITBURN ENERGY: S&P Rates $250-Mil. Sr. Unsecured Notes at 'B'
BUFFETS INC: S&P Cuts Corporate Rating to 'D' on Missed Payment
CAESARS ENTERTAINMENT: Executives Ink Employment Pacts with CEOC
CEMTREX INC: Reports $1 Million Net Income in Fiscal 2011
CENTRAL FALLS, R.I.: Judge Approves Pension Cuts for Retirees
COOL SHEETMETAL: Voluntary Chapter 11 Case Summary
CONNER CREEK: S&P Downgrades Rating in Revenue Bonds to 'BB-'
CROWN CASTLE: Moody's Rates New Credit Facility at 'Ba3'
CROWN CASTLE: S&P Affirms 'B+' Rating; Outlook Stable
CROWN CASTLE: Fitch Assigns 'BB+' Rating to Credit Facilities
DALLAS ROADSTER: Gets Interim Access to $135,000 Credit From TCB
DURABILT INC: Case Summary & 20 Largest Unsecured Creditors
DIAMOND FOODS: Two Major Shareholders Reduce Exposure
EASTMAN KODAK: Alleges Patent Infringement Against Apple and HTC
EASTMAN KODAK: Creates New Business Structure
EDIETS.COM INC: Amends Registration Rights Agreement with BBS
EMERALD FOREST: Case Summary & 20 Largest Unsecured Creditors
ENTERTAINMENT PROPERTIES: Fitch Assigns Rating to Loan Facility
FILENE'S BASEMENT: Gets Court OK to Terminate Fifth Avenue Lease
FORCE FUELS: Donald Hejmanowski Resigns as Director
GENERAC POWER: Moody's Assigns 'Ba3' Corporate Family Rating
GENERAC POWER: S&P Assigns 'BB-' Corporate Credit Rating
GFA EQUIPMENT: Voluntary Chapter 11 Case Summary
GREENBRIER COS: S&P Raises Corporate Credit Rating to 'B'
HORIZON VILLAGE: Court to Consider Plan Confirmation Today
HOSPITAL DAMAS: Plan Confirmation Hearing Set for Feb. 9
HOSTESS BRANDS: Wonder Bread & Twinkies Maker Returns to Ch. 11
HOSTESS BRANDS: Case Summary & 40 Largest Unsecured Creditors
INNER CITY: Court Extends Exclusive Plan Filing Thru Jan. 23
LEED CORP: Inks Deal Amending Gerald Marten's Claim Treatment
LEVEL 3 FINANCING: S&P Assigns 'CCC' Rating to $350MM Sr. Notes
LEVEL 3: Fitch Assigns 'BB-' Rating to $350-Mil. Senior Notes
LIZ CLAIBORNE: Moody's Says Rating Not Hit by Earnings Guidance
LOS ANGELES DODGERS: Fox Settles Suit & Agrees to Join Bidding
LTS NUTRACEUTICALS: Enters Into $1 Million Subscription Agreement
MONTPE RE: Fitch Affirms Rating on $150 Mil. Securities at BB+'
N.L.C. UNITRUST: Wants Deposition Set on Mutually Agreeable Date
NYC OPERA: Union Lockout Jeopardizes Next City Opera Season
OLD CORKSCREW: DIP Loan to Fund Reorganization Plan Implementation
OYSTER BAY: Case Summary & 20 Largest Unsecured Creditors
PARADISE HOSPITALITY: Court Considers Cash Access Request Today
PHH CORP: Moody's Affirms 'Ba2' Corporate Family Rating
PHH CORP: S&P Rates $150-Mil. Convertible Bond Issuance at 'BB-'
PHH CORP: Fitch Puts 'BB+' Sr. Unsec. Debt Rating on Watch Neg.
PINNACLE ENTERTAINMENT: Fitch Affirms 'B' Issuer Default Rating
POST HOLDINGS: Moody's Assigns 'Ba3' Corporate Family Rating
QUALITY CARE: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: Common Stock Delisted from NYSE
REFCO INC: Court Says Lawyer Joseph Collins Will Get a New Trial
REFLECT SCIENTIFIC: Receives Exclusive Title to Two US Patents
RUTHERFORD CONSTRUCTION: Reorganization Case Converted to Ch. 7
SEALY CORP: BART Partners Discloses 5% Equity Stake
SEQUENOM INC: Highlights 2011 Performance and Accomplishments
SHALAN ENTERPRISES: Kleins Plan Docs After Settlement
SHALAN ENTERPRISES: Court Confirms Chapter 11 Plan
SHINGLE SPRINGS: Moody's Keeps 'Caa2' But Outlook Negative
SINO-FOREST: In Talks With Note Holders on Waiver from Defaults
SORRENTO MESA: Case Summary & 20 Largest Unsecured Creditors
SOVRAN LLC: Benaroya & Timberland Bank Object to Disclosures
SP NEWSPRINT: Seeks Clearance to Pay Underfunded Pension Plans
STATION CASINOS: S&P Assigns 'CCC+' Rating to $625MM Senior Notes
TALON THERAPEUTICS: Signs $11-Mil. Investment Pact with Warburg
TAMPA HOTEL: Case Summary & Largest Unsecured Creditor
TELLICO LANDING: Has Plan to Unsec. Creditors in Full in 5 Years
THISTLE DOWNS: Case Summary & 13 Largest Unsecured Creditors
THISTLE GOLF: Case Summary & 20 Largest Unsecured Creditors
TRIDENT MICROSYSTEMS: Receives Delisting Notice From Nasdaq
US FT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
VAIL RESORTS: Moody's Says 'Ba2' CFR Unaffected by Ski Metrics
VERTRUE INC: Moody's Downgrades PDR to D After Payment Defaults
VILLAGE AT PENN STATE: Court Approves McElroy Deutsch Hiring
VILLAGE AT PENN STATE: RBC Capital Engagement Approved
VILLAGE AT PENN STATE: Court Approves SF&Co. Hiring as Accountant
VYCOR MEDICAL: Acquires Sight Science; A. Sahraie Joins as CSO
WASHINGTON MUTUAL: Argues Against Delay in Chapter 11 Exit
WINDSPIRE ENERGY: Case Summary & 20 Largest Unsecured Creditors
Z TRIM HOLDINGS: Reports Best Quarter in Company History
* Macey Urges Consumers to Seek Counsel During Bankr. Proceedings
* American Spectrum Takes Over Three Shopping Centers
* Department of Justice Formally Lays Out Health-Law Defense
* Romney Tenure at Bain Shows Some Big Gains, Some Busts
* Houlihan Lokey Hires Veteran Rothschild Dealmaker Steve Tishman
* Jenner & Block Names New Partners
* Recent Small-Dollar & Individual Chapter 11 Filings
*********
ALLIED READY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Allied Ready Mix Company LLC
1561 E Washington St.
Louisville, KY 40206
Bankruptcy Case No.: 12-30077
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Western District of Kentucky (Louisville)
Debtor's Counsel: Neil Charles Bordy, Esq.
SEILLER WATERMAN LLC
2200 Meidinger Tower
462 S 4th Street
Louisville, KY 40202
Tel: 584-7400
E-mail: bordy@derbycitylaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb12-30077.pdf
The petition was signed by Thomas Allen, member.
ALT HOTEL: Files Full-Payment Plan; Payment in 6 Months
-------------------------------------------------------
ALT Hotel, LLC, submitted to the U.S. Bankruptcy Court for the
Northern District of Illinois a plan of reorganization, providing
for the classification and treatment of five classes of claims
against the Debtor.
The five claim classes against the Debtor are: (i) Class 1 Secured
Claim of the Debtor's secured lender, DiamondRock Allerton Owner,
LLC; (ii) Class 2 Other Secured Claims; (iii) Class 3 General
Unsecured Claims; (iv) Class 4 Equity Holder's Deficiency Claim;
and (v) Class 5 Interests of the Equity Holder. Class 1, 3 and 4
claims are impaired under the Plan.
The Plan provides that with respect to the Class 1 Claim:
* DiamondRock will retain all of its liens and security
interests in the property of the Debtor.
* If and when allowed, the Class 1 Claim will be increased by
all principal and interest due under the DIP Loan, which
amount will be referred to as the "DIP Loan Balance." The sum
of the Class 1 Allowed Secured Claim and the DIP Loan Balance,
which the Debtor currently estimates to be $66,800,000, will
constitute the new principal balance of DiamondRock's Secured
Claim. It will bear interest at the rate of 4.625% per annum.
* The foreclosure proceeding captioned "DiamondRock Allerton
Owner, LLC v. Alt Hotel, LLC," designated as Case No. 10-CH-
18859 (Atkins, J.) and currently pending in the Circuit Court
of Cook County, Illinois, Chancery Division, will be dismissed
with prejudice.
* The guaranty litigation captioned "DiamondRock Allerton Owner,
LLC v. PS CDO Manager, LLC," designated as Index No.
652224/2011, is currently pending in the Supreme Court of the
State of New York, County of New York, will be dismissed with
prejudice. The claims asserted in the Guaranty Litigation
will be released and the Guaranty will be replaced and
superseded by the Amended and Restated Guaranty.
Class 3 General Unsecured Claims will receive 50% of the amount of
the allowed claims on the Plan Effective Date and 50% of the
balance, with interest computed at the rate of 5% per annum, will
be paid 180 days after the Effective Date.
Class 4 Equity Holder's Deficiency Claim will be paid in
instalments until fully paid. It will accrue interest at the rate
of 7% per annum.
Class 2 Other Secured Claims and Class 5 Interests are unimpaired
under the Plan.
Allowed Administrative Expense Claims, Priority Claims and Duty
Claims will be paid in full on the Plan Effective Date.
A copy of the Debtor's Plan dated Dec. 16, 2011 is available for
free at http://bankrupt.com/misc/ALTHotel_PlanDec16.PDF
About ALT Hotel LLC
ALT Hotel LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago. The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006. Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel. Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.
ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011. Judge A. Benjamin Goldgar presides
over the case. Neal L. Wolf, Esq., at Neal Wolf & Associates,
LLC, in Chicago, Illinois, serves as bankruptcy counsel to the
Debtor. In its petition, the Debtor estimated $100 million to
$500 million in assets and $50 million to $100 million in debts.
Affiliate PETRA Fund REIT Corp. sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 10-15500) on Oct. 20, 2010.
AMERICAN APPAREL: Goodman & Company Discloses 12.5% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Goodman & Company, Investment Counsel Ltd., disclosed
that, as of Dec. 31, 2011, it beneficially owns 13,607,967 common
shares of American Apparel, Inc., representing 12.48% of the
shares outstanding. The shares are held within mutual funds or
other client accounts managed by Goodman & Company acting as
Investment Counsel and Portfolio Manager. A full-text copy of the
filing is available for free at http://is.gd/oKnbJj
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
The Wall Street Journal reported that Skadden, Arps, Slate,
Meagher & Flom has been advising the company on its recent
restructuring efforts alongside investment bank Rothschild Inc.
In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.
Going Concern Doubt
Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern.
As of April 30, 2011, the Company had approximately $8,000,000 of
cash, approximately $8,900,000 of availability for additional
borrowings and $46,100,000 outstanding on the credit facility
under the BofA Credit Agreement and $1,400,000 of availability for
additional borrowings and $4,000,000 outstanding on the credit
facility under the Bank of Montreal Credit Agreement. As May 10,
2011, the Company had approximately $5,941,000 available for
borrowing under the BofA Credit Agreement and $1,481,000 available
under the Bank of Montreal Credit Agreement.
American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.
The Company also reported a net loss of $28.15 million on $389.76
million of net sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $67.01 million on $389.02 million of
net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $323.64
million in total assets, $267.51 million in total liabilities and
$56.12 million in total stockholders' equity.
Bankruptcy Warning
The Company incurred a loss from operations of $20,942 for the
nine months ended Sept. 30, 2011, compared to a loss from
operations of $38,167 for the nine months ended Sept. 30, 2010.
The current operating plan indicates that losses from operations
will be incurred for all of fiscal 2011. Consequently, the
Company may not have sufficient liquidity necessary to sustain
operations for the next twelve months and this raises substantial
doubt that the Company will be able to continue as a going
concern.
There can be no assurance that management's plan to improve its
operating performance and financial position will be successful or
that the Company will be able to obtain additional financing on
commercially reasonable terms or at all. As a result, the
Company's liquidity and ability to timely pay its obligations when
due could be adversely affected. Any new financing also may be
substantially dilutive to existing stockholders and may require
reductions in exercise prices or other adjustments of the
Company's existing warrants. Furthermore, the Company's vendors
and landlords may resist renegotiation or lengthening of payment
and other terms through legal action or otherwise. If the Company
is not able to timely, successfully or efficiently implement the
strategies that it is pursuing to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, the Company may
need to voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code.
AMERICAN DEFENSE: Board of Directors Adopts Amended Bylaws
----------------------------------------------------------
The Board of Directors of American Defense Systems, Inc., adopted
resolutions approving Amendment No. 2 of the Company's Amended and
Restated Bylaws, as amended by the First Amendment to the Amended
and Restated Bylaws. Amendment No. 2 is effective as of Jan. 9,
2012.
Amendment No. 2 amends Section 1.2 of the Bylaws to provide that
special meetings of stockholders for any purpose or purposes may
be called at any time (a) by the Board of Directors of the Company
pursuant to a resolution adopted by the affirmative vote of the
majority of the total number of directors then in office, or (b)
by the Chief Executive Officer of the Company. Previously,
Section 1.2 of the Bylaws provided that special meetings of
stockholders for any purpose or purposes may be called at any time
(a) by the Board of Directors of the Company pursuant to a
resolution adopted by the affirmative vote of the majority of the
total number of directors then in office, (b) by the Chief
Executive Officer of the Company or (c) upon written request of
the stockholders holding at least a majority of the voting power
of all of then outstanding shares of capital stock of the Company
entitled to vote generally.
A full-text copy of the Amendment is available for free at:
http://is.gd/ZB1iw4
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 DIAGNOSTIC: Has Access to Cash Collateral Until Jan. 31
----------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized American Diagnostic
Medicine, Inc., to use cash collateral until Jan. 31, 2012.
As reported in the Troubled Company Reporter on Oct. 17, 2011, as
of the Petition Date, the Debtor owed Cole Taylor $829,485 in
secured loans. It also owed Cardinal Health $3,362,393 under a
junior secured loan.
A full-text copy of the order and the approved budget is available
for free at:
http://bankrupt.com/misc/AMERICANDIAGNOSTIC_CC_order_budget.pdf
A status hearing on the Debtor's continued cash collateral use
will held on Jan. 31, at 10:30 a.m.
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.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel. In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total debts.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee has hired K&L Gates LLP as its counsel.
AMERICAN AIRLINES: AA Tops Cargo Carrier Ranking by Tonnage at JFK
------------------------------------------------------------------
American Airlines Cargo tops the list of cargo carriers by tonnage
at New York's JFK International Airport, according to data
provided by the Port Authority of New York and New Jersey. The
airline handled more than 115,000 tons of cargo, which represents
9.1 percent of total cargo handled at the airport year-to-date
through October 2011.
"American Airlines is proud to be the pacesetter in cargo handling
at JFK," said Art Torno, American Airlines Vice President -- New
York. "This growth can be attributed to our expansion at JFK and
is part of our ongoing commitment to New York, a market we have
proudly served for more than 80 years."
JFK is one of the world's leading international air cargo centers.
The airport has two cargo facilities and more than a million
square feet of office and warehouse space dedicated to broker,
freight forwarder and container freight station operators who do
business within the New York/New Jersey region.
"American's recent investments in our cargo facilities at JFK
further support our commitment to New York and its cornerstone
role in our global network," said Dave Brooks, President --
American Airlines Cargo Division.
AA Cargo relocated its cargo operations to Cargo Building 79 at
JFK in 2010. The state-of-the-art facility offers the latest in
streamlined handling capability with more than 135,000 square feet
of warehouse space and 24 dock doors. The handling system can
accommodate any type of aircraft unit and moves units at a rate of
60 feet per minute. Other features of the facility include three
coolers for perishable products, an environmental room, and a
live-animal handling area.
AA Cargo recently introduced ExpediteTC Passive, which supports
ambient temperature control using cool rooms, expedited handling
processes and high-visibility monitoring to ensure cargo is
handled within desired temperature ranges. This new service is in
addition to ExpediteTC Active, which utilizes dry ice and battery-
powered containers to regulate temperature levels, regardless of
ambient conditions.
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)
ARCELORMITTAL: Files Insolvency Papers for Steelworks Plant
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that Multinational ArcelorMittal,
which holds the controlling stake in Algeria's El Hadjar
steelworks, in the eastern region of Annaba, has filed insolvency
papers with a court there, Agence France-Presse reported.
About ArcelorMittal
Luxembourg-based ArcelorMittal -- http://www.arcelormittal.com/--
is the world's leading steel company, with operations in more than
60 countries.
ArcelorMittal is the leader in all major global steel markets,
including automotive, construction, household appliances and
packaging, with leading R&D and technology, as well as sizeable
captive supplies of raw materials and outstanding distribution
networks. With an industrial presence in over 20 countries
spanning four continents, the Company covers all of the key steel
markets, from emerging to mature.
In 2008, ArcelorMittal had revenues of $124.9 billion and crude
steel production of 103.3 million tonnes, representing
approximately 10% of world steel output.
ArcelorMittal is listed on the stock exchanges of New York (MT),
Amsterdam (MT), Paris (MT), Brussels (MT), Luxembourg (MT) and on
the Spanish stock exchanges of Barcelona, Bilbao, Madrid and
Valencia (MTS).
ARROWHEAD GENERAL: Moody's Withdraws 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 corporate family
and first-lien credit facility ratings and the Caa1 second-lien
credit facility rating of Arrowhead General Insurance Agency, Inc.
(Arrowhead) following the acquisition of the company by Brown &
Brown, Inc. (NYSE: BRO, not rated). Arrowhead's credit facilities
have been fully repaid and terminated.
RATINGS RATIONALE
The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in January 2008.
Arrowhead, based in San Diego, California, is a US general agency
and program manager, providing product development, marketing,
underwriting and administrative services to national insurance
carriers. Arrowhead develops specialized insurance products in
cooperation with major carriers and distributes those products
through a network of retail and wholesale brokers. Arrowhead's
generated total revenues of approximately $100 million for the
trailing 12 months through September 2011.
ATLANTIC & PACIFIC: Fights Ahold's Bankruptcy Claims
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Great Atlantic &
Pacific Tea Co. is accusing giant Dutch supermarket owner Royal
Ahold NV's U.S. unit of posing as a creditor in its bankruptcy in
order to block its reorganization.
About Great Atlantic & Pacific
Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States. Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics. A&P had 41,000 employees
prior to the bankruptcy filing.
A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.
Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors. Kurtzman Carson Consultants LLC
is the claims and notice agent. Lazard Freres & Co. LLC is the
financial advisor. Huron Consulting Group is the management
consultant. Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.
A&P obtained court approval for a new contract with C&S Wholesale
Grocers Inc., its principal supplier. The contract is designed to
save A&P $50 million a year when the supermarket operator emerges
from Chapter 11 reorganization.
A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory. Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.
A&P filed a proposed Chapter 11 plan founded upon a $490 million
debt and equity financing announced this month. The proposed
financing, tentatively approved by the bankruptcy judge, allows
A&P to accept a better offer if one appears. New investors
sponsoring the plan include Yucaipa Cos., Goldman Sachs Group Inc.
and Mount Kellett Capital Management LP.
BELTWAY ONE: Opposing Plan Confirmation at Today's Hearing
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing today, Jan. 12, 2012, at 1:30 p.m., to consider
confirmation of Beltway One Development Group LLC's Plan of
Reorganization dated as of Oct. 25, 2011.
Wells Fargo Bank, N.A., has sought denial of the Plan.
Wells Fargo, as successor-by-merger to Wachovia Bank, National
Association, made a prepetition loan to the Debtor in the original
principal amount of $10,000,000. The loan is secured by, among
other things, a first position lien on: (i) the Debtor's two-story
office building located at 9121 West Russell Road in Las Vegas,
Nevada; and (ii) all rents and other personal property related to
the property.
According to Wells Fargo, among other things:
1. the Plan fails to separately classify Wells Fargo's
deficiency claim ?- a general unsecured claim ?- from Wells
Fargo's secured claim. The Debtor assumes Wells Fargo is fully
secured in the case; and
2. absent a fully consensual confirmation, a proponent must
proceed to "cramdown" and prove that its Plan does not
discriminate unfairly, and is fair and equitable, with respect
to all non-consenting impaired classes.
Following the filing of the objection, Wells Fargo and the Debtor
previously inked an agreement on the scheduling -- discovery will
be completed by Dec. 30, 2011, and the confirmation hearings will
be held Jan. 9 to 12.
Wells Fargo is represented by:
Robert J. Miller, Esq.
Bryce A. Suzuki, Esq.
BRYAN CAVE LLP
Two North Central Avenue, Suite 2200
Phoenix, AZ 85004-4406
Tel: (602) 364-7000
Fax: (602) 364-7070
E-mail: rjmiller@bryancave.com
bryce.suzuki@bryancave.com
- and -
Robert M. Charles, Jr., Esq.
Tel: (702) 949-8320
Michael Lynch, Esq.
Tel: (702) 474-2683
LEWIS AND ROCA LLP
3993 Howard Hughes Parkway, Suite 600
Las Vegas, Nevada 89169
E-mail: RCharles@LRLaw.com
MLynch@LRLaw.com
About Horizon Village Square et al.
Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011. The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.
Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson. The property includes five
retail buildings with nearly 43,000 square feet of space.
Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.
Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.
Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.
Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.
Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel. The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.
A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.
Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.
BERNARD L. MADOFF: Shepherd Smith Probes Feeder Funds' Claims
-------------------------------------------------------------
The Securities Law Firm of Shepherd Smith Edwards & Kantas LTD,
LLP, -- http://www.sseklaw.com/-- is investigating claims of
thousands of investors who were invested in feeder funds that
invested with Bernard Madoff, in light of a recent decision by
Judge Denise Cote, Senior United States District Court Judge for
the Southern District of New York, affirming a prior bankruptcy
court ruling that said clients of feeder funds that invested with
Bernard L. Madoff Investment Securities (BLMIS) do not qualify for
payouts to reimburse Madoff customers. The ruling means that
nearly 11,000 third party investors who invested in feeder funds
that took their money and invested it with Madoff are out of luck,
since they did not have accounts with BLMIS; only the feeder funds
had accounts with BLMIS.
Shepherd Smith Edwards & Kantas LTD, LLP has a team of attorneys,
consultants and staff with more than 100 years of combined
experience in the securities industry and in securities law.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970. The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims
agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).
The Chapter 15 case was later transferred to Manhattan. In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)
As of July 15, 2011, a total of US$6.88 billion in claims by
investors has been allowed, with US$794.9 million to be paid by
the Securities Investor Protection Corp. Investors are expected
to receive additional distributions from money recovered by Mr.
Picard from lawsuits or settlements.
Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co. The
trustee has seen more than $28 billion of his claims tossed by
district judges.
BIG WEST: S&P Withdraws 'B+' Rating on Term Loan B
--------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' secured debt
rating on Big West Oil LLC's (Big West's) term loan B. "In
addition, we withdrew the '4' recovery rating on this debt," S&P
said.
"Big West has repaid the term loan in full, following its $70
million payment on this debt. The company used proceeds from its
$125 million revolving credit facility, which it recently upsized
from $75 million, to pay down its term loan," S&P said.
"The corporate credit rating on Ogden, Utah-based Big West Oil LLC
reflects the company's participation in the highly cyclical and
volatile refining industry, its small size and scale, and its
position as a single asset refiner. The key characteristic
supporting the rating is the North Salt Lake refinery's ability to
process high-margin black wax crude oil (which it has locked in at
a substantial discount to West Texas Intermediate (WTI) over the
next several years) and its operation in the product-short PADD IV
market. Standard & Poor's characterizes Big West's business risk
as 'aggressive' and its financial risk as 'weak,'" S&P said.
Ratings List
Big West Oil LLC's
Corporate credit rating B+/Stable/--
Rating Withdrawn
To From
Term loan B NR B+
Recovery rating NR 4
BIORELIANCE CORP: Moody's Says SIAL Deal Credit Positive
--------------------------------------------------------
Moody's Investors Service said that Sigma-Aldrich's acquisition of
BioReliance for $350 million in cash is a credit positive for
BioReliance, but has no impact on the ratings of either Sigma-
Aldrich Corporation (SIAL; A2 issuer rating -- Prime-1 commercial
paper rating; stable) or BioReliance Corporation (B3; positive).
The acquisition will be funded with a combination of existing cash
and credit facilities and is expected to close in the first
quarter of 2012.
BON-TON STORES: S&P Lowers Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bon-Ton Stores Inc. to 'B-' from 'B'. The outlook is
stable.
"At the same time, we lowered the issue-level rating on the
company's senior unsecured notes to 'CCC+' from 'B-' and
maintained our '5' recovery rating, indicating our expectation of
modest (10% to 30%) recovery in the event of payment default," S&P
said.
"The downgrade reflects the continued deterioration of the
company's performance, which has been below our expectations due
to merchandising that has not resonated with its customers," said
Standard & Poor's credit analyst David Kuntz. He added, "It
incorporates our view that operations will remain weak in the near
term and that credit protection measures will erode further
over the next year."
"The stable outlook reflects our view that liquidity will remain
adequate over the near term despite weak operations and further
deterioration of the company's credit protection measures.
Although we believe that weak economic conditions, low consumer
spending, and an increase in promotional activity by peers are
likely to hurt operations, interest coverage will remain above
1.5x and the company is likely to have adequate availability under
its revolving credit facility to fund operations, capital
expenditures, and working capital," S&P said.
"We could lower our rating if performance deterioration
accelerates, with total sales falling in the mid-single digits and
margins declining by an additional 125 basis points. At that time,
interest coverage would be about 1.0x. In addition, we could take
a negative rating action if liquidity tightens, such that the
company has trouble meeting its minimum availability covenant
under its revolving credit facility," S&P said.
"Although unlikely, we could raise the rating on Bon-Ton if the
company can reverse its negative sales trend and demonstrate
sustained revenue growth in the low-single digits. Under this
scenario, improved merchandise would enable the company to improve
margins by about 75 basis points, leading to leverage in the low-
5.0x area," S&P said.
BREITBURN ENERGY: Moody's Rates New Senior Notes at 'B3'
--------------------------------------------------------
Moody's Investors Service assigned a B3 rating to BreitBurn Energy
Partners L.P.'s (BreitBurn) proposed $250 Million senior,
unsecured notes due 2022. The notes will be used to refund
advances made under the Revolving Credit Facility that funded the
$283 million Cabot properties acquisition. The rating outlook is
stable.
RATINGS RATIONALE
BreitBurn's B1 Corporate Family Rating (CFR) reflects its long-
lived, predominately proved developed reserve base, balanced
exposure to oil and natural gas production and relatively low
leverage on proved reserves. Its predictable production profile
permits significant price hedging thus allowing greater certainty
in balancing the funding of development capex and distributions
consistent with the MLP corporate finance model.
BreitBurn's acquisition of the Cabot properties increases its
total proved reserves by approximately 25% to 157 MBOE, with total
proved developed reserves now greater than 80% of proved. With an
acquisition cost of less than $10 per BOE, it economically
diversifies the production portfolio and adds a sizeable inventory
of low risk development opportunities. This is consistent with its
existing development strategy," stated Harry Schroeder Moody's
Vice President. "The increased leverage is likely to be temporary;
management is disposed to issuing equity as appropriate, has done
so as recently as February 2011 and future stable financial growth
requires it."
Moody's estimates BreitBurn's leverage on proformed post-
acquisition proved reserves and proved developed reserves to be
about $5.75 BOE and $6.30 BOE respectively. This is among the
lowest of the B1 rated E&P peer group but counter balanced by the
long-lived production profile with a proformed estimate for E&P
debt/average daily production of approximately $35,000. The
partnership's leverage on production has historically been high
(the reserves produce slowly but over an extended period) but has
been decreasing over the last few years dropping from $32,681
going into 2010 to $24,392 as of June 30, 2011. This acquisition
has taken that leverage back above the levels of a year ago to
approximately $35,000. Given the demands placed on financial
resources by production being chiefly natural gas, albeit hedged
at higher than current market prices, the distribution being
retained or increased from $100 Million and capital spending
budgeted at $90 Million for 2012, an equity issue would be
considered probable, and necessary for further growth in the MLP
structure.
The B3 rating on the proposed $250 million senior notes reflects
both the overall probability of default of BreitBurn, to which
Moody's assigns a PDR of B1, and a loss given default of LGD 5
(78%). The company has a committed $850 million senior secured
revolving credit facility that will be reduced by 25% of the total
notes issued and $305 million of senior notes due 2020. Both the
new and existing senior notes are unsecured and therefore are
subordinate to the senior secured credit facility's potential
priority claim to the company's assets. The size of the potential
senior secured claims relative to the unsecured notes outstanding
results in the senior notes being notched two ratings beneath the
B1 CFR under Moody's Loss Given Default Methodology.
The principal methodology used in rating BreitBurn was the
Independent Exploration and Production (E&P) Industry Methodology
published in December 2008. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
US, Canada, and EMEA published in June 2009.
BreitBurn Energy Partners L.P. is an independent exploration and
production master limited partnership headquartered in Los
Angeles, California.
BREITBURN ENERGY: S&P Rates $250-Mil. Sr. Unsecured Notes at 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Breitburn Energy Partners' (BreitBurn) proposed $250
million senior unsecured notes due 2022. "We assigned a '5'
recovery rating to this debt, indicating our expectation of modest
(30% to 50%) recovery in a payment default. The 'B' rating is one
notch below the corporate credit rating on Breitburn and
incorporates our expectation that the company will use the
proceeds from the proposed notes to repay outstanding debt and for
general partnership purposes," S&P said.
The ratings on Los Angeles-based oil and gas property developer
BreitBurn reflect the company's relatively small asset base and
production levels, some geographic concentration (about 68% of its
total proved reserves are in Michigan), and modest organic growth
prospects from its mature asset base. The ratings also take into
account its acquisitive strategy as a master limited partnership
(MLP) that focuses on maintaining its dividend and its relatively
high cost structure compared with other exploration and production
(E&P) companies. These risks are mitigated somewhat by a solid
hedge book over the next few years that should help offset natural
gas and oil price volatility, a large concentration of proved
developed reserves in its asset base, long-lived reserves, and
some diversity between oil and gas.
Ratings List
Breitburn Energy Partners
Corporate Credit Rating B+/Stable/--
New Rating
Proposed $250 mil sr unsecd nts due 2022 B
Recovery Rating 5
BUFFETS INC: S&P Cuts Corporate Rating to 'D' on Missed Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services said today that it lowered its
corporate credit rating on Eagan, Minn.-based buffet-style
restaurant operator Buffet Inc. to 'D' from 'CCC'.
S&P also lowered our issue-level rating on the company's first-
lien term loan due 2015 to 'D' from 'CCC'. The '3' recovery rating
on the notes remains unchanged and indicates our expectation for
meaningful (50% to 70%) recovery of principal in the event of a
payment default.
"The downgrade reflects Buffets' recently missed interest payment
on its first-lien term loan," said Standard & Poor's credit
analyst Andy Sookram.
He added 'We view the company's liquidity as 'less than adequate'
based on our criteria.' Cash balances continue to decline because
of earnings pressure and capital spending, and the company does
not have a revolving credit facility. We understand that Buffets
is assessing strategic alternatives, including a possible sale of
the company.
CAESARS ENTERTAINMENT: Executives Ink Employment Pacts with CEOC
----------------------------------------------------------------
Jonathan S. Halkyard, Thomas M. Jenkin and John W.R. Payne entered
into new employment agreements with Caesars Entertainment
Operating Company, Inc., a wholly-owned subsidiary of Caesars
Entertainment Corporation. The terms and conditions of the
employment agreements supersede any pre-existing employment
agreements between CEOC and each Executive.
The term of the employment agreements for each Executive is four
years. The "Notice of Non-Renewal" of at least 60 days prior to
the expiration date provision has been revised to 6 months.
Pursuant to the employment agreements, each Executive will
continue to be employed by CEOC in their respective positions for
the following base salaries: Mr. Halkyard, $700,000; Mr. Jenkin,
$1,200,000; and Mr. Payne $1,125,000, all subject to periodic
review and increases as approved by the Human Resources Committee
of the Board of Directors of the Company. Each Executive will
participate in the annual incentive bonus programs applicable to
their respective positions and will be eligible to earn annual
bonuses in accordance with the terms of the programs. Each
Executive will be entitled to receive benefits and perquisites at
least as favorable to each Executive as those presently provided.
Each Executive has agreed not to (i) compete with CEOC, (ii)
solicit or hire certain CEOC employees or (iii) communicate with
employees, customers or suppliers of CEOC in a manner that is
detrimental to CEOC during the term of the Employment Agreement
and during the 18-month period following the termination of
Executive?s employment. In addition, Executive is subject to
ongoing confidentiality obligations with respect to CEOC matters.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
The Company also reported a net loss of $471.30 million on
$6.66 billion of net revenues for the nine months ended Sept. 30,
2011, compared with a net loss of $629.30 million on $6.69 billion
of net revenues for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed $28.86
billion in total assets, $27.62 billion in total liabilities, $36
million in redeemable non-controlling interests, and $1.20 billion
total stockholders' equity.
* * *
Harrah's announced its re-branding to Caesar's on mid-November
2010. Harrah's carries 'Caa3' long term corporate family and
probability of default ratings, with 'positive' outlook, from
Moody's Investors Service. It has a 'B-' issuer credit rating,
with 'stable' outlook, from Standard & Poor's.
"The 'B-' corporate credit rating reflects Caesars' very weak
credit measures and our belief that prospects for a meaningful
rebound in net revenues and EBITDA in 2011 do not seem promising
given the current economic outlook," said Standard & Poor's credit
analyst Ben Bubeck in May 2011. "While several actions taken by
management have positioned the company with a moderate covenant
cushion and very limited debt maturities over the next few years,
Caesars' capacity to continue to fund operational and capital
spending needs and meet debt service obligations relies on
meaningful growth in cash flow generation over the next few
years."
As reported by the TCR on March 3, 2011, Moody's Investors Service
upgraded Caesars Entertainment's Corporate Family ratings and
Probability of Default ratings to Caa2. CET's Caa2 Corporate
Family Ratings reflect very high leverage, weak interest coverage,
the company's debt financed growth strategy, and Moody's view that
the company's current capital structure in unsustainable in the
long-term. The ratings reflect Moody's expectation that gaming
demand will rebound very slowly over the next several years.
However, in the absence of a material de-leveraging transaction,
Moody's do not expect the company's capital structure to improve
materially over the next few years. Additionally, given CEC's
weak credit profile, there is a possibility that the company could
again pursue transactions that will result in impairment of debt
holder claims as a means to improve its capital structure.
CEMTREX INC: Reports $1 Million Net Income in Fiscal 2011
---------------------------------------------------------
Cemtrex, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, reporting net income of
$1.01 million on $13.73 million of revenue for the 12 months ended
Sept. 30, 2011, compared with a net loss of $1.02 million on
$3.30 million of revenue during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$2.42 million in total assets, $2.33 million in total liabilities,
and $94,486 in total stockholders' equity.
Gruber & Company, LLC, in Saint Louis, Missouri, did not include a
going concern qualification in its report on the Company's fiscal
2011 financial results.
As reported in the Troubled Company Reporter on Jan. 21, 2011,
Gruber & Company, LLC, in Saint Louis, Mo., expressed substantial
doubt about Cemtrex's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Sept. 30, 2010. The independent auditors noted that the Company
has a negative equity and negative working capital.
A full-text copy of the Form 10-K is available for free at:
http://is.gd/UJ0BM2
About Cemtrex, Inc.
Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc. Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally. The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.
CENTRAL FALLS, R.I.: Judge Approves Pension Cuts for Retirees
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that retired Central Falls
firefighters and police officers are a step closer to seeing
thinner pension checks as the struggling Rhode Island city crawls
toward more stable financial footing.
As reported in the Troubled Company Reporter on Dec. 22, 2011, a
majority of the retired firefighters and police officers in
Central Falls, Rhode Island, agreed to cut their pensions and
support a plan that would likely pay bondholders in full.
The deal spares Central Falls from a costly legal battle with
retirees, while giving bond investors more clarity about the
security of their investments. Central Falls has about $20.5
million in bond debt and $47 million in pension liabilities,
according to state officials.
About Central Falls
Central Falls is a city in Providence County, Rhode Island. The
population was 18,928 at the 2000 census. Central Falls is the
smallest and most densely populated city in Rhode Island.
Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011. The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers. The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million. Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010. The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.
Judge Frank Bailey presides over the Chapter 9 case. Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.
The receiver is negotiating new contracts with unions representing
city workers. The receiver filed a proposed debt adjustment plan
for the city in September. It won't affect bondholders.
COOL SHEETMETAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Cool Sheetmetal, Inc.
10 Fleetwood Court
Ronkonkoma, NY 11779
Bankruptcy Case No.: 12-70048
Chapter 11 Petition Date: January 6, 2012
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Alan S. Trust
Debtor's Counsel: Erica R Feynman, Esq.
Jonathan S Pasternak, Esq.
RATTET PASTERNAK, LLP
550 Mamaroneck Avenue
Harrison, NY 10528
Tel: (914) 381-7400
Fax: (914) 381-7406
E-mail: efeynman@rattetlaw.com
jsp@rattetlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Richard Kern, president.
CONNER CREEK: S&P Downgrades Rating in Revenue Bonds to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on Conner Creek Academy East (CCAE), Mich.'s
series 2007 revenue and refunding bonds. At the same time,
Standard & Poor's revised the outlook on the bonds to negative
pending a charter renewal decision from the authorizer in June of
2013.
"The rating action was taken due to weak liquidity, variable
operations, and poor academic performance that, according to
Ferris State University (FSU), the academy's authorizer, places
the school at risk for restructuring and/or the charter at risk
for non-renewal," said Standard & Poor's credit analyst Shari
Sikes.
"Conner Creek Academy East's operations have not consistently
covered the academy's maximum annual debt service (MADS) burden,
and it has a dramatically weaker reserve position resulting from
the settlement of a lawsuit against its previous management
company. Its new, dramatically slimmer, liquidity position
provides only nominal operating cushion against inconsistent
operating margins and thus, in our view, weakens the schools
credit profile. Further complicating the school's financial
position is weak academic performance at the high school level
relative to both district and state averages," S&P said.
CROWN CASTLE: Moody's Rates New Credit Facility at 'Ba3'
--------------------------------------------------------
Moody's Investors Service (Moody's) assigned a Ba3 LGD4-69% rating
to the new $3.1 billion senior secured credit facility of Crown
Castle Operating Company ("CCOC"), a wholly-owned subsidiary of
Crown Castle International Corp. ("CCIC" or "company"). The credit
facility consists of a $1 billion 5--year revolving credit, $500
million 5--year Term Loan A and a $1.600 billion 7--year Term Loan
B. In addition, Moody's maintained the company's liquidity rating
at SGL-1, reflecting the company's very good short-term liquidity
profile, as proforma for the new senior secured credit facility,
CCIC has healthy cash balances and full access to its $1 billion
revolver.
The net proceeds from the credit facilities will be used to repay
existing debt at CCOC, to fund the $1 billion acquisition of
distributed antenna systems ("DAS") operator NextG and for general
corporate purposes, including future acquisitions. Following the
closing of the new facilities, the ratings on existing CCOC debt
will be withdrawn. As part of the rating action, Moody's confirmed
the company's Ba2 corporate family ("CFR") and probability of
default ("PDR") ratings. The new credit facility outstandings will
increase the company's adjusted Debt/EBITDA leverage (as per
Moody's standard adjustments) to over 7.3x proforma for the
acquisition, but, Moody's Vice President, Gerald Granovsky notes
that, "Crown Castle should have the financial flexibility to
reduce its leverage to about 6.7x by year end 2012, as it benefits
from expected strong leasing and amendment activity on its towers
as the major US wireless carriers continue to roll out next
generation wireless networks."
This concludes the ratings review commenced on CCIC announced plan
to acquire distributed antenna systems ("DAS") operator NextG on
December 16, 2011.
Rating Actions:
Downgrades:
Issuer: Crown Castle International Corp.
-- Senior Unsecured Regular Bond/Debenture, Downgraded to 93 ?
LGD6, LGD6, 93 % from 92 - LGD6, LGD6, 92 %
Upgrades:
Issuer: CC Holdings GS V LLC
-- Senior Secured Regular Bond/Debenture, Upgraded to LGD2, 14%
from LGD2, 23%
Assignments:
Issuer: Crown Castle Operating Company
-- Senior Secured Bank Credit Facility, Assigned a range of 69
- LGD4 to Ba3
Outlook Actions:
Issuer: CC Holdings GS V LLC
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown Castle International Corp.
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown Castle Operating Company
-- Outlook, Changed To Stable From Rating Under Review
Confirmations:
Issuer: CC Holdings GS V LLC
-- Senior Secured Regular Bond/Debenture, Confirmed at Baa3
Issuer: Crown Castle International Corp.
-- Probability of Default Rating, Confirmed at Ba2
-- Speculative Grade Liquidity Rating, Confirmed at SGL-1
-- Corporate Family Rating, Confirmed at Ba2
-- Senior Unsecured Regular Bond/Debenture, Confirmed at B1
Issuer: Crown Castle Operating Company
-- Senior Secured Bank Credit Facility, Confirmed at Ba2
RATINGS RATIONALE
CCIC's Ba2 corporate family rating reflects the company' s
position as the leading independent wireless tower operator in the
US with a strong operational profile and the ability to generate
significant free cash flow despite resuming shareholder
remuneration. The Ba2 CFR also reflects the significant proportion
of revenues that CCIC derives under contractual agreements with
the largest U.S. wireless operators. This affords great stability
in the company's revenue stream as manifested in the 10% growth
for the LTM period ended September 30, 2011, even in the face of
weak general economic conditions. Moody's believes that the
fundamentals of the wireless tower sector are likely to remain
favorable through the next several years. Finally, the rating
reflects Moody's view that CCIC will target adjusted Debt/EBITDA
leverage below the 6.5x range over the next two years, with the
ability to delever further to below 5.0x by 2014-2015.
The Ba2 CFR, however, continues to be constrained by the company's
high absolute debt load, share repurchase plans, and exposure to
technology network shifts and the possibility of further carrier
consolidation in the US. These risks are offset in the near term
by the firm contracts that CCIC has with the largest wireless
operators and by increasing revenue from carriers upgrading and
augmenting their cell site equipment as they upgrade to fourth
generation (4G) wireless networks.
Moody's also notes that the individual debt instruments are
subject to potential near-term variability especially if they are
in close proximity to the expected loss assumptions underlying the
rating breakpoints in Moody's Loss Given Default ("LGD") rating
framework for high-yield corporate. Moreover, they are also
dependent on the specific levels of debt at various legal
entities. In rating CCIC's debt instruments, Moody's has taken a
forward look with respect to the composition of the company's debt
obligations. As CCIC's securitization facilities face mandatory
amortization traps, and the company's preferred stock issue
becomes due in 2012, it is probable that traditional debt
financing may be used to satisfy these repayment obligations,
which may cause further changes in the capital structure and lead
to near-term ratings volatility among the individual instruments.
The rating on the new CCOC credit facility is one notch lower than
the existing CCOC facility, based on worsening Loss Given Default
("LGD") expectations given the larger proportion of the CCOC debt
in the capital structure that ranks below the senior secured debt
at the special purpose financing subsidiaries. Consequently and of
particular note, the senior secured credit facilities of CCOC are
rated Ba3 (LGD4-69%) and the senior secured notes of CC Holdings
GS V LLC debt are rated Baa3 (LGD2-14%) reflecting the perceived
collateral coverage of these obligations relative to the overall
waterfall of debts, including the securitizations.
Over the next 4 quarters, Moody's expects CCIC to have very good
liquidity, as the Company has refinanced substantially all of its
major near term maturities and amortization events through 2014.
CCIC's available cash resources are comprised of estimated cash on
hand of about $100 million at 12/31/2011, aided by estimated
internally generated free cash flow of over $450 million in
FY2012. In addition, the Company's $1 billion revolving credit
facility is a very good source of backstop liquidity for the
company over the 4-quarter liquidity assessment horizon.
CCIC's bank facility is subject to leverage and interest coverage
financial maintenance covenants (with the maintenance leverage
covenant amended to 6.0x from 7.5x in conjunction with the new
facilities), in addition to a requirement to maintain Debt Service
Coverage Ratios above those required by the related securitization
agreements. Moody's expects the company to maintain compliance
with its covenants through the next 12 months.
Over the past year, the Company has increased its capital
expenditures, which have largely involved purchasing land under
its towers. Moody's also estimates that CCIC will continue to buy
back shares at approximately 55% of available cash flows, while
having the capacity to build up cash balances by an additional
$200 million through 2012.
Moody's notes that essentially all of CCIC's domestic tower assets
are encumbered either under securitization agreements or under the
recently completed senior secured notes issue at CC Holdings GS
LLC, and its bank facility is secured by a partial pledge of
shares of these same subsidiaries, which limits access to
alternative liquidity.
What Could Change the Rating - Up
Despite the increase in leverage with the recent transactions,
Moody's expects the de-leveraging trends to continue, and further
upward ratings migration would be dependent upon the company
allocating significant portions of free cash flow towards absolute
debt reduction. Quantitatively, upwards rating pressure may
develop if CCIC manages its capital structure to the following
Moody's adjusted key credit metrics on a sustained basis: Debt/
EBITDA trending towards 6.0x, (EBITDA-Capex)/Interest exceeding 2x
and Free Cash Flow/ Debt in the high single digits.
What Could Change the Rating - Down
The ratings may face downward ratings pressure if weakening
industry fundamentals or a return to more aggressive financial
policies (for example return of capital to shareholders via share
repurchases) result in the following adjusted key credit metrics
on a sustained basis: Debt/ EBITDA approaching 7.5x, (EBITDA-
Capex)/ Interest coverage trending under 1.5x and Free Cash Flow/
Debt in the low single digits.
The principal methodology used in rating Crown Castle was the
Global Communications Infrastructure 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.
CROWN CASTLE: S&P Affirms 'B+' Rating; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Houston-based Crown Castle International Corp.
"We also affirmed the 'B-' issue-level rating on the company's
existing senior unsecured notes. The outlook is stable," S&P said.
"In addition, we assigned a 'B+' issue-level rating and '4'
recovery rating to the company's proposed $3.1 billion of credit
facilities to be issued by intermediate holding company Crown
Castle Operating Co. to fund the purchase of NextG, as well as
repay $870 million in borrowings under the company's existing
credit facilities. When the refinancing is completed, we will
withdraw the 'BB' issue-level and '1' recovery ratings on the
company's existing rated term loan," S&P said.
"Finally, we revised our liquidity assessment on the company to
'adequate'' from 'less than adequate' (as defined in our criteria)
since the financing provides the company sufficient cushion of
cash sources to cash uses under our criteria to support the new
designation," S&P said.
"The ratings on Crown Castle reflect the company's 'very
aggressive' financial policy (as we define the term), given its
historical use of debt and excess cash flow to fund large stock
repurchases," said Standard & Poor's credit analyst Catherine
Cosentino. "As a result, adjusted leverage is high, at 6.6x
for the 12 months ended Sept. 30, 2011, including redeemable
preferred stock. While we expect revenue and EBITDA growth in the
mid- to high-single-digit area over the next 12 to 18 months, the
acquisition of DAS operator NextG, coupled with the refinancing,
will result in pro forma adjusted leverage of around 7x, with
expectations that leverage will not reach the 6x area through
at least 2012."
"While the acquisition improves the company's ability to serve
wireless customers in denser markets where traditional towers are
not feasible," added Ms. Cosentino, "it does not materially change
our overall business risk assessment of Crown Castle, which is
already 'strong' according to our criteria." "We do not expect the
NextG transaction to close until the second quarter of 2012."
"The stable rating outlook largely reflects the high degree of
revenue visibility inherent in the wireless tower business model.
However, we do not expect the company's aggressive financial
policy and very high leverage of around 7x, pro forma for the
NextG and refinancing, to improve sufficiently to support a higher
rating through at least 2012, even if Crown Castle devotes a
significant portion of net free cash flow to debt reduction," S&P
said.
"Conversely, given the stability of the cash flow stream and the
lack of significant debt maturities or anticipated repayment
requirements under its securitized debt agreements until 2015, a
downgrade is not likely either unless leverage rises above the
low-10x area, with no expectation for near-term improvement. For
example, we believe a downgrade could occur if the company's
financial policy became materially more aggressive, including
adopting a substantially larger share repurchase program or paying
a special dividend, either in the area of $6 billion. Likewise, an
increase of leverage above the low-10x area to acquire or build
additional towers that lacked anchor tenants or had much lower
cash flow margins than their current overall tower base could
prompt a downgrade," S&P said.
CROWN CASTLE: Fitch Assigns 'BB+' Rating to Credit Facilities
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the new secured
credit facilities at Crown Castle Operating Company (CCOC). The
new secured credit facilities will be comprised of a $1 billion
five-year revolving facility, $500 million term loan and a $1.6
billion seven-year term loan B. Fitch plans to withdraw the
existing secured credit facility ratings when the financing closes
in the next few weeks. The Rating Outlook for CCIC and its
subsidiaries is Stable.
Fitch currently rates Crown as follows:
Crown Castle International Corp. (CCIC)
-- Issuer Default Rating (IDR) 'BB';
-- Senior Unsecured Debt 'BB-'.
CCOC
-- IDR 'BB'.
CC Holdings GS V LLC (GS V)
-- IDR 'BB';
-- Senior Secured Notes 'BBB-'.
The new credit agreement will fund the previously announced
acquisition of NextG Networks, Inc. in a transaction valued at
approximately $1 billion. Leverage pro forma for the acquisition
financing as of Sept. 30, 2011 would increase to approximately 6.2
times (x). The transaction is expected to close in the second
quarter of 2012.
Crown has limited capacity within its ratings for additional debt-
financed acquisitions. Fitch expects Crown to delever through
cash flow growth and debt reduction going forward. Leverage at
the end of 2012 is expected to remain elevated in the high 5x
range, similar to levels at the end of 2010. Longer-term, Fitch
expects Crown to further delever in preparation for a possible
REIT conversion, which would also include less reliance on secured
debt in its capital structure.
Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase through new lease-up
opportunities, and the scale of its tower portfolio. Crown's
long-term growth strategy of primarily focusing on the U.S. market
versus seeking growth internationally in emerging markets also
reduces operating risk. These factors lend considerable stability
to cash flows and lead to a lower business risk profile than most
typical corporate credits.
A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth within
mobile broadband services. Growth in 4G services will drive
amendment activity and new lease-up revenues from the major
operators leading to mid-single digit growth prospects for the
next couple of years. The addition of NextG Networks within its
tower portfolio will strengthen its position in distributed
antenna systems and should allow Crown to capture additional share
in small cell infrastructure required for scaling 4G networks.
This growth along with lease escalator adjustments will more than
offset the increase in churn pressure from the consolidation of
networks (Alltel, Sprint) during the next several years. Fitch
expects any increased churn pressure will be distributed over a
multiyear period. Sprint related churn from iDEN decommissioning
should be spread primarily over a four-year period which is the
average length for remaining leases. Crown has indicated iDEN
related revenue loss could be approximately 2 - 3% of site rental
revenue.
Crown maintains significant flexibility with prioritizing the use
of its liquidity and discretionary cash flow. For 2011, Crown
estimates recurring free cash flow (EBITDA less interest less
sustaining capital spend) of $775 million, which exceeds initial
guidance for 2011. In 2012, Crown has indicated recurring free
cash flow will be in the range of $830 million to $845 million
absent considerations for the most recent acquisition. Cash was
$76 million as of the end of the third quarter 2011. The next
large maturity is not until 2015 when $1.8 billion of debt comes
due with the refinancing of its current $622 million term loan.
Fitch expects Crown will spend in excess of $300 million in
capital expenditures in 2012 as a result of the acquisitions
including approximately $150 million for land purchases. The
focus on buying or extending its land leases benefits the longer-
term credit profile by increasing margin certainty and decreasing
its leasing obligation. Fitch accounts for operating leases
within its adjusted debt metrics. The remaining excess cash flow
will be available for share repurchases, debt reduction or
increasing cash balances. Common stock and preferred stock
repurchases totaled $316 million for the first three quarters of
2011.
The new credit facility revolver has been upsized from $450
million to $1 billion. The revolver is expected to be undrawn at
the time of closing. The increased size of the revolver gives
Crown additional flexibility with future maturities of $1.8
billion in 2015. The security in the credit agreement is
consistent with the existing CCOC credit facility and will include
an equity pledge for the newly acquired assets. The financial
covenants within the new credit agreement are more restrictive
with total net leverage ratio decreasing to 6.0x from 7.5x and
consolidated interest coverage increasing to 2.5x from 2.0x. The
financial leverage covenant has an additional stepdown to 5.5x in
2014. The credit agreement also has security fallaway provisions
in the event CCIC achieves investment grade ratings.
Longer-term in the 2015 - 2016 timeframe, Crown has indicated a
potential for a REIT conversion. As such, Crown may consider
lowering its future leverage target range similar to that of
American Tower. Fitch expects American Tower will maintain net
leverage in the 3.5x to 4.0x range. Consequently, any further
rating upgrades would require Crown to lower its leverage target.
Fitch believes Crown's longer-term ratings have upward potential
from further operational and credit profile improvements. Key
rating drivers for Crown include (1) stability and operating
leverage within its leasing operations; (2) growth in broadband
data leading to increased lease-up opportunities; (3) maintaining
less aggressive financial policies than in the past; (4) if Crown
continues to follow the potential path of a REIT conversion and
delevers the company.
DALLAS ROADSTER: Gets Interim Access to $135,000 Credit From TCB
----------------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas granted Dallas Roadster, Limited and
IEDA Enterprise, Inc., interim authority to borrow up to $135,000
from Texas Capital Bank, N.A., pursuant to a secured line of
credit.
The Interim DIP Loan proceeds will be used by the Debtors in
accordance with a prepared budget, which sets forth all of the
Debtors' projected cash disbursements for the period from Dec. 25,
2011 to Jan. 31, 2012, a copy of which is available for free at:
http://bankrupt.com/misc/DALLASROADSTER_DIPLoanBudgettruJan31.pdf
All advances made under the DIP Loan will bear interest at the
rate of 5% per annum. All amounts advanced plus interest will be
due and payable on Jan. 31, 2012.
All advances under the DIP Loan will be secured by and existing
liens and security interests held by TCB to secure two promissory
notes TCB extended to the Debtors in 2008. In addition, TCB is
granted a security interest and lien in all assets of the Debtors
and their estates. Amounts advanced under the DIP Loan are also
entitled to all protections afforded by Section 364(c)(1) of the
Bankruptcy Code.
About Dallas Roadster and IEDA Enterprises
Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas. IEDA Enterprises,
Inc., is the general partner of Roadster.
Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases.
Michael S. Mitchell, Esq., and Robert T. DeMarco, Esq. --
mike@demarcomitchell.com and robert@demarcomitchell.com -- at
DeMarco-Mitchell, PLLC, serve as the Debtors' bankruptcy counsel.
Dallas Roadster estimated $10 million to $50 million in assets.
The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.
TCB may be reached at:
Texas Capital Bank, National Association
c/o Jennifer Owen
HIGIER ALLEN & LAUTIN, P.C.
5057 Keller Springs Road, Suite 600
Addison, TX 75001?6608
E-mail: jowen@higierallen.com
The receiver for the Debtors' assets may be reached at:
Patrick Michaels
P.E. MICHAELS CONSULTING
1403 Marlboro Lane
Richardson, TX 75082
E-mail: pat@pemichaels.com
DURABILT INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Durabilt Inc.
1718 Kimball Ave SE
Canton, OH 44701
Bankruptcy Case No.: 12-60041
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Northern District of Ohio (Canton)
Judge: Russ Kendig
Debtor's Counsel: Edwin H. Breyfogle, Esq.
108 Third St. NE
Massillon, OH 44646
Tel: (330) 837-9735
Fax: (330) 837-8922
E-mail: edwinbreyfogle@sssnet.com
Estimated Assets: $50,001 to $100,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb12-60041.pdf
The petition was signed by Timothy Swallen, president.
DIAMOND FOODS: Two Major Shareholders Reduce Exposure
-----------------------------------------------------
Hannah Karp, writing for The Wall Street Journal, reports that two
of the five largest shareholders of Diamond Foods Inc. have dumped
the bulk of their holdings, as the company grapples with
accounting probes.
Del Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September, according to FactSet
Research, now owns just 40,000 shares, or 0.2% of the company, the
Journal reports, citing a filing with the Securities and Exchange
Commission. BAMCO Inc., Diamond's fifth-largest shareholder in
September with 6.9% of the company, has since sold all of its
shares, the Journal also relates, citing a separate filing.
The Journal notes BAMCO Chief Executive Ronald Baron, Del Mar
portfolio manager Rick Loshiavo, and Diamond Foods all declined to
comment.
The Securities and Exchange Commission and the audit committee of
the San Francisco, Calif., company's board are investigating
payments the company made to walnut growers late last summer.
Shareholders have sued the company alleging Diamond delayed what
it called "momentum payments" to inflate its 2011 earnings. Last
month, Diamond missed the deadline to file its fiscal first-
quarter results in light of the SEC probe. Diamond has said it
will cooperate with the SEC.
The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co. P&G has
said the deal hinges on the favorable resolution of the
investigations.
About Diamond Foods
The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.
EASTMAN KODAK: Alleges Patent Infringement Against Apple and HTC
----------------------------------------------------------------
Eastman Kodak Company filed lawsuits against Apple Inc. and HTC
Corporation, alleging the infringement of certain Kodak patents
relating to digital imaging technology.
A complaint filed with the U.S. International Trade Commission
specifically claims that certain of Apple's iPhones, iPads, and
iPods, and certain of HTC's smartphones and tablets infringe Kodak
patents that relate to technology for transmitting images. Kodak
also alleges that certain of HTC's smartphones infringe a patent
that covers technology related to a method for previewing images
which is already the subject of pending actions against Apple.
Separately, Kodak filed suits against Apple and HTC in U.S.
District Court for the Western District of New York alleging the
same infringement.
"As we have stated before, Kodak is the leader in digital imaging
innovation and we have invested hundreds of millions of dollars
creating our pioneering patent portfolio," said Laura G. Quatela,
President and Chief Operating Officer, Eastman Kodak Company.
"We've had numerous discussions with both companies in an attempt
to resolve this issue, and we have not been able to reach a
satisfactory agreement."
"Our primary interest is not to disrupt the availability of any
product but to obtain fair compensation for the unauthorized use
of our technology," Quatela said. "There's a basic issue of
fairness that needs to be addressed. The failure of companies to
appropriately compensate Kodak for the unauthorized use of our
patented technology impedes our ability to continue to innovate
and introduce new products."
Kodak has licensed patents related to digital imaging technology
to more than 30 companies, including such leading mobile-device
companies as LG, Motorola, Samsung and Nokia, all of which are
royalty bearing to Kodak.
In the complaint against Apple and HTC, Kodak is seeking from the
ITC an exclusion order preventing the importation of infringing
devices, including mobile telephones and wireless communication
devices featuring digital cameras. In the suits against Apple and
HTC in U.S. District Court, Kodak alleges infringement of the same
patents and is seeking to permanently enjoin Apple and HTC from
further infringement, as well as the recovery of damages.
"We remain open to negotiating a fair and amicable agreement with
these companies, which has always been our preference and our
practice with other licensees," Timothy M. Lynch, Chief
Intellectual Property Officer, said. "We seek to avoid litigation
in our licensing programs whenever possible. But when the
infringement is persistent, we will act to defend the interests of
our shareholders and licensees, and to promote the fair
compensation that is the bedrock of innovation."
The complaints against Apple and HTC assert infringement of the
following patents:
U.S. Patent No. 7,210,161 - "Automatically Transmitting Images
from an Electronic Camera to a Service Provider Using a
Network Configuration File"
U.S. Patent No. 7,742,084 - "Network Configuration File for
Automatically Transmitting Images from an Electronic Still
Camera"
U.S. Patent No. 7,453,605 - "Capturing Digital Images to be
Transferred to an E-Mail Address"
U.S. Patent No. 7,936,391 - "Digital Camera with
Communications Interface for Selectively Transmitting Images
over a Cellular Phone Network and a Wireless LAN Network to a
Destination"
The complaints against HTC also assert infringement of U.S. Patent
No. 6,292,218, which is the same patent at issue in the pending
ITC action initiated by Kodak in January 2010 against Apple and
Research In Motion Limited.
About Eastman Kodak
Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.
Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.
Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.
In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios. Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy. It also enlisted FTI Consulting Inc.
In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.
A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.
* * *
As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company. Fitch decided to discontinue
the rating, which is uncompensated.
Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.
In the Jan. 9, 2012, edition of the TCR, Standard & Poor's Rating
Services lowered its long-term ratings on Rochester, N.Y.-based
Eastman Kodak Co. (EK) to 'CCC-' from 'CCC'. "The current rating
reflects both our expectation that Kodak's
pace of cash consumption will remain high over the near term,"
said Standard & Poor's credit analyst John Moore, "and a
considerable risk that earnings and cash flow will be
insufficient to support debt through 2012." Absent a meaningful
cash infusion from asset sales or monetization of intellectual
property (IP) assets, the company could significantly deplete its
liquidity with its 2012 first-half working capital and growth
investments.
As reported by the TCR on Jan. 9, 2012, Moody's Investors Service
lowered all ratings of Eastman Kodak Company, including: the
corporate family and probability of default to Caa3 from Caa2, the
senior unsecured to Ca from Caa3, the senior secured to Caa1 from
B3 and the Speculative Grade Liquidity rating to SGL-4 from SGL-3.
The rating downgrade reflects a heightened probability of a
bankruptcy over the near term as a result of a deteriorating
liquidity outlook, which Moody's believes is posing additional
challenges to consummating the sale or licensing agreements of
Kodak's key digital patents. The negative outlook reflects
Kodak's eroding liquidity position and the higher probability of a
bankruptcy filing.
EASTMAN KODAK: Creates New Business Structure
---------------------------------------------
Eastman Kodak Company announced the creation of a new and simpler
business structure designed to increase productivity, reduce cost
and accelerate its transformation into a digital company that
delivers sustainable profitability and creates value for its
stakeholders.
Under the new structure, Kodak has reduced its number of segments
from three to two - the Commercial Segment and the Consumer
Segment - which will both report into a newly created Chief
Operating Office. The Chief Operating Office will be led by
Philip Faraci, who will continue to serve as Kodak's President and
Chief Operating Officer and by Laura Quatela, who was recently
named, alongside Faraci, as President and Chief Operating Officer
of Kodak. Faraci will focus on the Commercial Segment and the
Company's sales and regional operations, and Quatela will focus on
the Consumer Segment and certain corporate functions. Both
individuals will report to Antonio M. Perez, Chairman and Chief
Executive Officer, as will the positions of Chief Financial
Officer, Chief Technical Officer, Chief Marketing Officer and
General Counsel.
"As we complete Kodak's transformation to a digital company, our
future markets will be very different from our past, and we need
to organize ourselves in keeping with that evolution," Perez said.
"This new structure simplifies the organization, focuses it more
precisely on our consumer and commercial customers, and puts the
right people in place to capitalize fully on the tremendous
technological capabilities of Kodak. These business structure
changes also allow us to allocate resources more productively,
continue to significantly reduce administrative costs, and improve
efficiency. We are confident that these changes will support our
efforts to make the most of our opportunities."
The changes are effective Jan. 1, 2012. Under the new structure,
the Commercial and Consumer Segments will replace the current
Graphic Communications Group (GCG), which provides digital
printing equipment, consumables and software to the publishing and
commercial printing industries; the Consumer Digital Imaging Group
(CDG), which helps consumers capture and print images; and the
Film, Photofinishing and Entertainment Group (FPEG), which
represents the Company's traditional film and photographic paper
products.
The Commercial Segment will include all of GCG plus two product
lines currently in FPEG - Entertainment Imaging and Commercial
Film. The Consumer Segment will include all of CDG plus three
FPEG product lines - Paper & Output Systems, Event Imaging
Solutions, the Consumer Film and the Intellectual Property
business. Consistent with the organizational changes, the
Company's segment financial reporting will change in 2012,
beginning with the first-quarter 2012 results. At that time, the
company will provide, for comparative purposes, prior-year results
for the Commercial and Consumer Segments.
Within the Consumer Segment, Pradeep Jotwani, currently President
of CDG, has been named President of a new Consumer Business, which
expands his responsibilities to include all of Kodak's consumer
digital and traditional product lines. In that capacity, he will
report to the Chief Operating Office. Jotwani also remains Chief
Marketing Officer, and in that capacity, he reports to the CEO.
Timothy Lynch, Chief Intellectual Property Officer, will lead the
company's Intellectual Property business, reporting to Quatela in
the Chief Operating Office.
The Commercial Segment will consist of three businesses, led by
the following: Brad Kruchten, currently President of FPEG, has
been appointed President of the new Graphics and Entertainment &
Commercial Film Business, which includes Prepress, Entertainment
Imaging, Commercial Film and Global Consumables Manufacturing;
Douglas Edwards, currently General Manager, Prepress Solutions,
has been appointed President of Digital and Functional Printing;
and Dolores Kruchten, currently General Manager, Business
Solutions & Services, has been appointed President of Enterprise
Services and Solutions, which includes document scanners, workflow
software, and services.
Additionally, Patrick M. Sheller, the Company's recently named
General Counsel, has also been named Chief Administrative Officer
and has been elected by the Board of Directors as Senior Vice
President. As Chief Administrative Officer, Sheller will be
responsible for the day-to-day oversight of certain corporate
functions, including Legal, Human Resources, Worldwide Information
Systems, Communications & Public Affairs, and Health, Safety &
Environment. As General Counsel, he reports to Perez, and in his
capacity as Chief Administrative Officer, he reports to Quatela.
Sheller's responsibilities as Chief Compliance Officer will be
reassigned. As previously announced, he will continue to serve as
Secretary to the board of directors.
Susan Wylie, currently Assistant General Counsel and Director,
Compensation, Benefits and Employment Law, has been additionally
elected by the Board of Directors as Assistant Secretary. Jack
Bailey, currently Senior Counsel, Governance Risk and Compliance
within the Company's legal department, has also been elected
Assistant Secretary by the Board of Directors. Wylie will report
to Sheller and Bailey will report to Wylie.
About Eastman Kodak
Headquartered in Rochester, New York, Eastman Kodak Company
(NYSE:EK) -- http://www.kodak.com/-- provides imaging technology
products and services to the photographic and graphic
communications markets.
Kodak's balance sheet at Sept. 30, 2011, showed $5.10 billion
in total assets, $6.75 billion in total liabilities and a
$1.65 billion total deficit.
Kodak had sales of $7.2 billion last year. Sales declined by 24
percent since 2008. The net loss last year was $687 million.
During the first nine month of this year, the net loss was
$647 million on sales of $4.27 billion.
In July 2011, the Company announced that it is exploring strategic
alternatives, including a potential sale, related to its digital
imaging patent portfolios. Kodak hired Jones Day as legal adviser
and investment bank Lazard Ltd., but denied rumors it was filing
for bankruptcy. It also enlisted FTI Consulting Inc.
In December, Kodak hired Sullivan & Cromwell's restructuring
practice, replacing Jones Day.
A group of Kodak's bondholders have formed an informal committee
and hired law firm Akin Gump Strauss Hauer & Feld LLP for advise.
* * *
As reported by the TCR on Nov. 3, 2011, Fitch Ratings affirmed and
then withdrew the 'CC' long-term Issuer Default Rating and issue
ratings of Eastman Kodak Company. Fitch decided to discontinue
the rating, which is uncompensated.
Moody's Investors Service said in a report Nov. 7, 2011, that
Kodak will run out of cash in the U.S. around the second or third
quarters of 2012.
In the Jan. 9, 2012, edition of the TCR, Standard & Poor's Rating
Services lowered its long-term ratings on Rochester, N.Y.-based
Eastman Kodak Co. (EK) to 'CCC-' from 'CCC'. "The current rating
reflects both our expectation that Kodak's pace of cash
consumption will remain high over the near term," said Standard &
Poor's credit analyst John Moore, "and a considerable risk that
earnings and cash flow will be insufficient to support debt
through 2012." Absent a meaningful cash infusion from asset sales
or monetization of intellectual property (IP) assets, the company
could significantly deplete its liquidity with its 2012 first-half
working capital and growth investments.
As reported by the TCR on Jan. 9, 2012, Moody's Investors Service
lowered all ratings of Eastman Kodak Company, including: the
corporate family and probability of default to Caa3 from Caa2, the
senior unsecured to Ca from Caa3, the senior secured to Caa1 from
B3 and the Speculative Grade Liquidity rating to SGL-4 from SGL-3.
The rating downgrade reflects a heightened probability of a
bankruptcy over the near term as a result of a deteriorating
liquidity outlook, which Moody's believes is posing additional
challenges to consummating the sale or licensing agreements of
Kodak's key digital patents. The negative outlook reflects
Kodak's eroding liquidity position and the higher probability of a
bankruptcy filing.
EDIETS.COM INC: Amends Registration Rights Agreement with BBS
-------------------------------------------------------------
eDiets.com, Inc., entered into an amendment to the Registration
Rights Agreement dated Nov. 29, 2011, with BBS Capital Fund, L.P.
Under the terms of the Original Agreement, the Company agreed to
file a registration statement with the Securities and Exchange
Commission to register the resale of 1.0 million shares of the
Company's common stock issued to BBS Capital in a previously
announced private placement. Under the terms of the Amendment,
the Company agreed to file the registration statement within 10
business days after the filing with the SEC of the Company's
annual report on Form 10-K or March 30, 2012, whichever occurs
first.
The Amendment is provided to give investors information regarding
its terms. Investors are not third-party beneficiaries under the
Amendment and should not view the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or conditions of the Company.
BBS Capital and its affiliates beneficially own 1,439,958 shares
of common stock of eDiets.com as of Jan. 9, 2012, as disclosed in
an amended Schedule 13D filing with the SEC on Jan. 10, 2012. The
shares represents 10% of the shares outstanding.
A full-text copy of the amendment is available for free at:
http://is.gd/ISjD5y
About eDiets
eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com
eDiets.com reported a net loss of $43.3 million on $23.4 million
of revenues for 2010, compared with a net loss of $12.1 million on
$18.1 million of revenues for 2009.
The Company also reported a net loss of $2.73 million on
$17.42 million of total revenue for the nine months ended Sept.
30, 2011, compared with a net loss of $42.01 million on
$16.46 million of total revenue for the same period during the
prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$3.96 million in total assets, $4.27 million in total liabilities,
and a $314,000 total stockholders' deficit.
Ernst & Young LLP, in Boca Raton, Florida, expressed substantial
doubt about eDiets.com's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.
The Company said that in light of the results of its operations,
management has and intends to continue to evaluate various
possibilities, including raising additional capital through the
issuance of common or preferred stock, securities convertible into
common stock, or secured or unsecured debt, selling one or more
lines of business, or all or a portion of the Company's assets,
entering into a business combination, reducing or eliminating
operations, liquidating assets, or seeking relief through a filing
under the U.S. Bankruptcy Code.
EMERALD FOREST: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Emerald Forest Products, Inc.
P.O. Box 1539
Thompson Falls, MT 59873
Bankruptcy Case No.: 12-00044
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
District of Idaho (Boise)
Judge: Jim D. Pappas
Debtor's Counsel: Joseph M. Meier, Esq.
COSHO HUMPHREY, LLP
P.O. Box 9518
800 Park Blvd, Ste 790
Boise, ID 83707-9518
Tel: (208) 344-7811
Fax: (208) 338-3290
E-mail: jmeier@cosholaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/idb12-00044.pdf
The petition was signed by Richard Vinson, president.
ENTERTAINMENT PROPERTIES: Fitch Assigns Rating to Loan Facility
---------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the $240
million five year unsecured term loan facility entered into by
Entertainment Properties Trust (NYSE: EPR). Net proceeds from the
term loan were primarily utilized to reduce the outstanding
balance of EPR's revolving credit facility to zero.
Fitch currently rates Entertainment Properties Trust as follows:
-- Issuer Default Rating (IDR) at 'BBB-';
-- Unsecured revolving line of credit at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Redeemable preferred stock at 'BB';
-- Convertible preferred stock at 'BB'.
The Rating Outlook is Stable.
FILENE'S BASEMENT: Gets Court OK to Terminate Fifth Avenue Lease
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Syms Corp. received
bankruptcy-court approval to pay to terminate a lease on a
Manhattan store for $258,333, or one month's rent, that the
committee of unsecured creditors had argued should be auctioned
instead of terminated.
The committee of unsecured creditors in Syms Corp.'s Chapter 11
bankruptcy case objected to the shuttered retailer's proposal to
terminate the lease on its Fifth Avenue Manhattan property, saying
the lease should be auctioned along with its other retail store
leases.
The property, which never opened its doors but was intended to be
a Filene's Basement retail store, has a below-market rent in a
"burgeoning part" of New York City, the creditors committee said
in court documents filed in the U.S. Bankruptcy Court in
Wilmington, Del. The Committee said in court papers that paying
$2.6 million to the landlords to terminate the lease doesn't
appear to be in creditors' best interest.
About Filene's Basement & Syms Corp.
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FORCE FUELS: Donald Hejmanowski Resigns as Director
---------------------------------------------------
Donald Hejmanowski resigned as a Director and officer of Force
Fuels, Inc., effective on Jan. 3, 2012. Mr. Hejmanowski cited
personal reasons for his voluntary resignation and departure. In
all respects Mr. Hejmanowski's departure was amicable.
On Jan. 4, 2012, the Board filled two vacancies on the Board and
appointed Dennis M. O'Neill and Mr. Robert Orbach to serve on the
Company's Board of Directors.
Mr. O'Neill, 46, is currently the managing director of O'Neill and
Associates, a consulting company providing investment banking,
business development, and financial services. Mr. O'Neill
previously served as an investment banker with SBI-E2 Capital,
SBI-E2 Capital was a joint venture between Soft Bank and E2-
Capital out of Hong Kong. Mr. O'Neill also served as a member of
the Board of Directors for Well Grounded Energy, an oil and gas
technology company. Mr. O'Neill also previously served as an
investment banker with Advanced Equities and Madison Securities,
both out of Chicago, Illinois. Mr. O'Neill is a graduate of
DePaul University where earned his degree in Business Management
and Finance.
Mr. Orbach, 58, is the founder and president of B. Orbach, Inc.,
which was founded in May 1990 to establish and create strategic
alliances for technology companies. Working with start-up and
established companies, Mr. Orbach has developed business
relationships and technology licensing as well as funding and
marketing a activities. Mr. Orbach was a founding board member of
numerous private and public companies. Earlier in his career
Mr. Orbach served as founder and Vice President, Business
Development, at 47th Street Photo, Computer Division, one of the
earliest PC discount retailers. Mr. Orbach still serves as a
director of several private technology companies. During the past
several years Mr. Orbach has been buying and selling technology
intellectual property, becoming a recognized expert in monetizing
IP.
Neither Mr. O'Neill nor Mr. Orbach has any family relationship
with any other member of the Board or any executive officer of the
Company. There are no arrangements or understandings between
either Mr. O'Neill or Mr. Orbach or any other person pursuant and
the Company under which either was selected to serve on the Board
of Directors of the Company. There has been no transaction, nor
are there any proposed transactions, between the Company and Mr.
O'Neill or Mr. Orbach that would require disclosure pursuant to
Item 404(a) of Regulation S-K.
About Force Fuels
Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business
during the period ended Oct. 31, 2011, was the acquisition and
management of oil, gas and alternative energy operations. The
Company's common shares are currently quoted on the OTC Pink
market of OTC Markets Group, Inc. under the trading symbol "FOFU."
The Company's balance sheet at Oct. 31, 2011, showed $1.06 million
in total assets, $1.42 million in total liabilities, and a
stockholders' deficit of $358,092.
As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates,
LLC, in Salt Lake City, Utah, expressed substantial doubt about
Force Fuels' ability to continue as a going concern, following the
Company's results for the fiscal year ended July 31, 2011. The
independent auditors noted that the Company had accumulated losses
of $3.8 million as of July 31, 2011.
GENERAC POWER: Moody's Assigns 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family and a B1
probability of default rating to Generac Power Systems, Inc.
(Generac), a wholly owned subsidiary of Generac Holdings Inc. This
is a first time rating for the company. In a related action and as
part of the company's general refinancing, Moody's assigned a Ba3
rating to the company's proposed $150 million revolving credit
facility and approximately $575 million senior secured first lien
term loans A & B. The rating outlook is stable.
The proposed credit facilities along with existing cash will be
used to repay its existing first lien term loan B. The revolver is
expected to remain undrawn at the close of the transaction. The
ratings are subject to change if the terms of the refinancing or
legal structure are inconsistent with those relied on by Moody's.
These ratings have been assigned, subject to Moody's review of
final documentation:
Generac Power Systems, Inc.
Corporate Family Rating, Ba3;
Probability of Default, B1;
Proposed $150 million senior secured revolving credit facility,
Ba3 (LGD3-33%);
Proposed $575 million senior secured first lien term loans A & B,
Ba3 (LGD3-33%)
Outlook, Stable
RATINGS RATIONALE
Generac's Ba3 Corporate Family Rating (CFR) and B1 Probability of
Default Rating (PDR) incorporate the company's strong niche market
position and broad established distribution dealer network, modest
leverage at approximately 3.7 times as of the close of the
transaction, on a Moody's adjusted basis and strong cash flow
generation. The ratings are also supported by Generac's good
liquidity profile. The CFR/PDR is restrained by the company's
weather driven revenue volatility and margin seasonality,
geographic concentration and limited product offering.
The Ba3 ratings on its proposed $150 million revolving credit
facility (undrawn at close) and proposed $575 million senior
secured first lien term loans A & B reflect their first priority
lien on substantially all assets of the U.S. subsidiary and are
ranked pari passu. The facilities are guaranteed on a senior basis
by Generac Acquisitions Corp. and material wholly-owned domestic
restricted subsidiaries.
The stable outlook reflects Moody's belief that the company will
maintain its current credit profile and will continue to delever
given the expectation for good free cash flow generation to
service required ongoing debt amortization, and strong EBITDA
margins.
Generac is anticipated to have a good liquidity profile over the
near-term. The company's liquidity is supported by cash
(approximately $57 million at year end 2011), $150 million
revolving credit facility and good free cash flow generation
expected over the next fiscal year.
Ratings upgrade is considered unlikely over the intermediate term
given the company's credit profile relative to its weather
dependent sales volatility and limited geographic and product
diversity. Additionally, severe weather conditions may lead to a
spike in sales one year and impact demand in subsequent years,
potentially leading to deep or prolonged valleys in the years
without weather disruptions. Maintaining good liquidity is also
important considerations for the current rating.
Ratings downgrade would be considered if there is a sustained
decline in margins from current levels or if there were a
meaningful change in the competitive climate. The rating could
also be downgraded if free cash flow to debt falls below 7.5% or
if debt to EBITDA increases to 4.5 times or higher.
The principal methodology used in rating Generac is Moody's Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Generac Power Systems, Inc. is a leading designer and manufacturer
of a wide range of generators and other engine powered products in
U.S. and Canada. The company has approximately 1,900 employees and
had $685.7 million in revenue as of LTM September 30, 2011.
GENERAC POWER: S&P Assigns 'BB-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Waukesha, Wisc.-based Generac Power Systems Inc.
The rating outlook is stable.
"At the same time, we assigned a 'BB+' issue level rating (two
notches higher than the corporate credit rating) to Generac's
proposed $725 million senior secured facility, including a term
loan A due in 2017, a term loan B due in 2019, and a revolving
credit facility due in 2017. The recovery rating of '1' indicates
our expectation for a very high (90% to 100%) recovery for lenders
in the event of payment default," S&P said.
Generac Power Systems is a wholly owned subsidiary of Generac
Holdings Inc. The company intends to use proceeds from the
proposed credit facility, together with cash on hand, to repay
outstanding borrowings under its existing senior secured bank
credit facility, as well as for other general corporate purposes.
"The 'BB-' corporate credit rating on Generac Power Systems Inc.,
a manufacturer of standby and portable generators, light towers
and other engine-powered products, reflects our view of the
company's 'significant' financial risk and 'weak' business risk --
as our criteria define the terms," said Standard & poor's credit
analyst Megan Johnston. "The significant financial risk is
characterized by strong free cash flow generation as well as our
estimate of leverage of about 3.5x and our estimate of funds from
operations (FFO) to debt of about 30% as of Dec. 31, 2011. The
ratings also reflect what we consider to be Generac's weak
business risk, which is characterized by the highly discretionary
nature of its residential standby generator products and exposure
to raw material cost inflation, offset by a leading share in the
residential standby generator market as well as higher margins
than peers."
"We estimate that Generac's operating results are likely to be
aided by storm activity in 2011, which should translate into
greater sales of higher margin residential standby generators in
2012, as well as the company's October 2011 acquisition of Magnum
Products LLC, a leading manufacturer of light towers, which had
approximately $108 million in sales and $14 million in EBITDA for
the trailing 12 months ended June 30, 2011. As a result, we
estimate that leverage could further decline to about 3x or less
in 2012, with FFO to debt remaining about 30%. Risks to our
forecast include the inability to offset continued inflation in
Generac's key raw materials, including steel, copper, and
aluminum, through either price increases or the improvement of
manufacturing processes," S&P said.
Generac primarily manufactures standby and portable generators for
residential, industrial, light commercial and telecommunications
use in the U.S. About half of the company's sales are derived from
the residential generator market, where customer purchases are
largely discretionary and driven by storm preparedness and the
threat of power outages due to an aging electrical grid.
"The stable rating outlook reflects our expectation that Generac's
positive free cash flow generation, based on relatively high
margins and low cash expenses for interest, taxes, and capital
expenditures, as well as ongoing debt reductions, will allow it to
maintain leverage at or below 4x over the next several quarters,
with FFO to debt in excess of 20%, a level we consider consistent
with the rating," S&P said.
"We could take a negative rating action if sales and EBITDA were
worse than expected, resulting in leverage exceeding 4x. This
could occur if sales growth were to turn negative and margins were
to deteriorate approximately 300 basis points from current levels.
In addition, we could take a negative rating action if the company
were to use debt to finance significant acquisitions or
shareholder-friendly actions such as share repurchases or
dividends such that leverage exceeded 4x on a sustained basis,"
S&P said.
"We view a positive rating action as unlikely over the near term
given our view of the company's weak business risk profile," S&P
said.
GFA EQUIPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: GFA Equipment Leasing, Inc.
13854 Simone Drive
Utica, MI 48315
Bankruptcy Case No.: 12-40377
Chapter 11 Petition Date: January 8, 2012
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Debtor's Counsel: Robert N. Bassel, Esq.
P.O. Box T
Clinton, MI 49236
Tel: (248) 677-1234
Fax: (248) 369-4749
E-mail: bbassel@gmail.com
Estimated Assets: $50,001 to $100,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors
together with its petition.
The petition was signed by Gregory Alexander, president.
Affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
In re Alpha Electric, Inc. 11-41738 01/25/11
GREENBRIER COS: S&P Raises Corporate Credit Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lake Oswego, Ore.-based The Greenbrier Cos. Inc. to 'B'
from 'B-'. The outlook is positive.
"The rating action reflects our expectation that Greenbrier's
credit measures will continue to strengthen as operating
performance improves in 2012," said Standard & Poor's credit
analyst Gregoire Buet.
The company's financial profile has improved over the past few
quarters. Greenbrier's leverage remained elevated at year-end
2011, but Standard & Poor's expects these metrics to improve
through fiscal 2012.
"With sales of about $1.2 billion in 2011, Greenbrier is one of
the major railcar manufacturers in North America. Its limited
customer diversity and relatively weak manufacturing margins more
than offset its well-established industry position and some
business diversity it derives from its refurbishment and leasing
operations," S&P said.
Demand for new freightcars is tied to capital spending by
railroads, shippers, and equipment lessors and to economic
conditions. "Strong orders for new railcars in 2011 have boosted
Greenbrier's backlog, and we expect continued revenue growth in
2012," Mr. Buet said.
Higher utilization of production capacity should result in better
profitability, but manufacturing margins will likely remain
somewhat weaker than peers. The outlook beyond this year is more
uncertain, but orders and revenues will likely fluctuate with
economic conditions in the U.S.
HORIZON VILLAGE: Court to Consider Plan Confirmation Today
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
the last part of the three hearings today, Jan. 12, 2012, at
1:30 p.m., to consider confirmation of Horizon Village Square
LLC's Plan of Reorganization dated Oct. 25, 2011.
At the hearing, the Court will consider Wells Fargo Bank, N.A.'s
objection to the confirmation of the Debtor's Plan.
Wells Fargo, as successor-by-merger to Wachovia Bank, National
Association, made a prepetition loan to the Debtor in the original
principal amount of $11,350,000. The loan is secured by, among
other things, a first position lien on: (i) the Debtor's retail
shopping center located at 25 through 75 East Horizon Ridge
Parkway in Henderson, Nevada; and (ii) all rents and other
personal property related to the property.
Wells Fargo disputed the Debtor's assertion regarding value and
has an appraisal from Anderson Valuation Group that concludes, as
of Aug. 11, 2011, that the Debtor's property on an "as is" basis
was worth $9,560,000. In other words, Wells Fargo has a general
unsecured deficiency claim of approximately $1.66 million.
According to Wells Fargo, among other things:
1. the Plan fails to meet the confirmation requirements of
Section 1129(a);
2. the Plan's treatment of Wells Fargo's class violates the
fair and equitable test and precludes confirmation of the Plan;
3. the Plan proposes to pay all creditors in full and allow
equity to retain its interests, however, the Plan contains an
impermissible classification scheme that, when corrected, will
result in unsecured creditors receiving less than payment in
full.
About Horizon Village Square et al.
Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011. The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.
Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson. The property includes five
retail buildings with nearly 43,000 square feet of space.
Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.
Beltway One Development Group LLC (Bankr. D. Nev. Case No.
11-21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.
Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.
Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.
Judge Mike K. Nakagawa presides over the cases. Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel. The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.
A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.
Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Las Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.
HOSPITAL DAMAS: Plan Confirmation Hearing Set for Feb. 9
--------------------------------------------------------
The hearing for consideration of confirmation of Hospital Damas
Inc.'s First Amended Joint Plan of Reorganization will be held on
Feb. 9, 2012, at 9:30 a.m. in San Juan, Puerto Rico.
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico approved the disclosure statement
explaining the Plan on Dec. 6, 2011. Affirming that the
Disclosure Statement contains adequate information to enable
creditors to make an informed decision, the Court authorized the
Debtor to solicit votes on the Plan.
Eligible creditors have until Jan. 26, 2012, or 14 days before the
Confirmation Hearing, to vote on the Plan.
All objections to the Plan must be filed with the Court in writing
no later than Jan. 12, 2012, and the Debtor's reply or any other
party's reply to any objection must be filed by Jan. 31, 2012.
As previously reported by the Troubled Company Reporter on
Dec. 16, 2011, the Plan segregates various claims and shareholder
interest into five classes. The Class 1 Allowed Claim of Banco
Popular de Puerto Rico for $23,081,328 will be paid in full over
time. Class 2 Allowed General Unsecured Claims arising from
medical malpractice actions, totaling $1,006,613 as of July 31,
2011, will be paid on a pro rata basis from a self-insured fund to
be established. Class 3 Other Allowed General Unsecured Claims,
estimated at $6,988,997, is projected to make a 50% recovery from
a creditor trust to be established. Class 4 Allowed General
Unsecured Claims arising from assumed executory contracts,
estimated at $3,627,259, is estimated to make a 62.9% recovery
through different payment plans negotiated with landlords or
suppliers. Class 5 Interests will be retained. A copy of the
First Amended Joint Disclosure Statement explaining the Plan is
available for free at:
http://bankrupt.com/misc/hospitaldamas.dkt819.pdf
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. Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, to be assisted
by special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.
Attorneys at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga.,
represent the Official Committee of Unsecured Creditors as
counsel.
HOSTESS BRANDS: Wonder Bread & Twinkies Maker Returns to Ch. 11
---------------------------------------------------------------
Hostess Brands Inc., the Wonder Bread and Twinkies maker that
emerged from bankruptcy in February 2009, filed for creditor
protection under Chapter 11 of the Bankruptcy Code early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case No. 12-22052) in White
Plains, New York.
Two years after predecessors Interstate Bakeries Corp. and its
affiliates emerged from bankruptcy (Bankr. W.D. Miss. Case No. 04-
45814), the new owners have pursued new Chapter 11 cases to escape
from what they called "uncompetitive and unsustainable" union
contracts, pension plans, and health benefit programs.
Hostess Brands disclosed assets of $982 million and liabilities of
$1.43 billion as of Dec. 10, 2011. Debt includes $860 million on
four loan agreements. Trade suppliers are owed as much as $60
million.
Hostess disclosed that its biggest unsecured creditor is the
Bakery & Confectionary Union & Industry International Pension
Fund, which it owes approximately $944.2 million. The second-
largest unsecured creditor, Central States, Southeast and
Southwest Areas Pension Plan, is owed only $11.8 million.
For the fiscal year ended in May 2010, the first full year after
the prior bankruptcy, the net loss was $138 million. For the
fiscal year ended in May 2011, the net loss was $341 million.
Revenue in the last fiscal year was $2.5 billion.
Irving, Texas-based Hostess now has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states. Founded in 1930, the baker
is known for iconic brands such as Butternut, Ding Dongs, Dolly
Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's
Pride, Twinkies and Wonder.
Ripplewood Holding LLC, after providing $130 million to finance
the plan, obtained control of IBC's business following the prior
reorganization. Hostess Brands is privately held.
Among the 19,000 workers, 83% are members of 12 unions. In May,
union members voted down contract concessions negotiated by union
leaders.
Hostess President and CEO Brian Driscoll noted that the Debtors'
competitors employ work forces that are not unionized or only
partially unionized, which allow them to operate with
significantly less burdensome operating restrictions and overall
cost structures.
In 2011, the Debtors retained Houlihan Lokey to explore sales of
the Debtors' smaller assets and individual brands. Houlihan Lokey
oversaw the Debtors' sale of Mrs. Cubbison's to Sugar Foods
Corporation for $12 million, but was unable to sell any of the
Debtors' core assets.
Mr. Driscoll, who joined Hostess as CEO in June 2010, said that
the Debtors will achieve long-term viability if they are able to,
among other things, cut significant legacy costs associated with
their long-standing unionized workforce.
Hostess Brands while in Chapter 11 will work to reach an agreement
with its unions to modify its collective bargaining contracts. It
will seek material reduction in its cost structure and legacy
pension and medical obligations, and a restructuring of its
capital structure.
Hostess said it was unable to attract additional financing without
a Chapter 11 filing. Silver Point Capital LP, one of the existing
first-lien lenders, leads a group to provide $75 million in
financing that would allow the Company to continue its business
operations.
The Company said it does not anticipate any disruptions in
production or delivery of its breads or cake products and said its
popular brands will still be available.
The Debtors have sought bankruptcy court approval to pay up to $14
million of prepetition obligations due to suppliers who are vital
to the continued operation of their businesses.
Dramatic Changes
The Debtors said in a court filing that their successful
reorganization must encompass systemic, dramatic change,
including:
a) withdrawing completely from multiemployer pension
plans to achieve relief from the crippling costs of
these plans that are, in large part, a result of the
required funding of retirees whose former employers
no longer contribute to the plans;
b) addressing the Debtors' legacy health and welfare
costs to achieve a substantial reduction in the cost
of providing benefits to bring such costs in line
with current competitive market costs;
c) modifying the Debtors' existing collective bargaining
agreements to relax work rules and obtain other relief
necessary to both bring the Debtors' labor costs in
line with that of their competitors and provide the
operating flexibility necessary to respond to changing
customer requirements for delivery and service;
d) securing new capital investment to modernize and
automate the Debtors' production and distribution
operations; and
e) restructuring the Debtors' capital structure to
significantly reduce debt and related expense.
End of Archaic Work Rule Requirements
The Debtors are subject to 372 collective bargaining agreements
with 12 unions. The overwhelming majority (nearly 92%) of the
Debtors' unionized workforce are members of the International
Brotherhood of Teamsters or the Bakery, Confectionery, Tobacco
Workers & Grain Millers International Union.
The Debtors' annual cash pension contributions associated with the
multiemployer plans total $103 million. Additionally, the Debtors
have annual retiree medical obligations of roughly $1.4 million.
Mr. Driscoll says the CBAs collectively mandate maintenance of 80
different health and welfare benefit plans, the sheer number of
which impose excessive administrative and cost burdens on the
Debtors. The CBAs mandate increases in wages and medical and
other benefits for the fiscal year ending June 2, 2012 that total
an additional $31 million. In addition, the CBAs contain a variety
of different work rules that hamstring operations and make the
CBAs uncompetitive as well as extremely difficult to administer.
Management of the Debtors have developed a Turnaround Plan that
sets forth restructuring initiatives that aim to reduce costs
associated with the compensation packages (including pension)
provided to Debtors' union work force and to eliminate archaic
"work rule" requirements that have prevented the Debtors from
running our businesses efficiently and pursuing potentially
profitable revenue sources.
Under the Turnaround Plan, the Debtors seek to, among other
things, outsource these low revenue and other delivery stops to
third party distribution operators who could profitably deliver
the Debtors' products.
Teamsters Union's Statement
"While no agreement has been reached to date, the Teamsters Union
remains committed to working with all stakeholders during the
bankruptcy to find a mutually agreeable solution, if possible,"
said Dennis Raymond, Director of the Teamsters Bakery and Laundry
Conference in a statement regarding Hostess Brands' bankruptcy
filing.
"Our members have already given at the well, and this time it will
take sacrifices among all parties -- management, lenders, equity
holders and employees -- to restructure Hostess into a viable
enterprise that is well-positioned for future growth," Raymond
said. "We were hoping that could have been done prior to a
bankruptcy filing, but unfortunately that did not occur. We remain
committed to finding a solution, if possible, over the next few
months during the bankruptcy process."
The Debtors presented proposals to modify the existing CBA to IBT
prepetition. In May 2011, the IBT membership voted down the
proposed modifications by a vote of 52% to 48%.
DIP Financing
The Debtors said that within the 30-day period following the
Chapter 11 filing, the Debtors expect to pay employees roughly $60
million. They also expect to pay Perella Weinberg Partners LP
$175,000, FTI Consulting LLC $800,000 and Kurtzman Carson
Consultants LLC $350,000.
The Debtors also expect cash receipts to total $203.9 million and
disbursements to total $241.6 million during the 30-day period.
The Debtors say that up to $75 million of secured DIP term loan
facility and access to cash collateral are necessary to meet
ongoing working capital and general business needs.
The initial DIP lenders are Silver Point, Monarch Alternative
Capital, LP, Gannett Peak CLO I, Ltd. and Credit Value Partners,
LP.
The DIP facility will mature within the first anniversary of the
closing date.
Milestones set by the DIP agreement include:
* by no later than 14 days after the Petition Date, the
Debtors must file a motion, pursuant to Section 1113 of
the Bankruptcy Code with respect to the Debtors' collective
bargaining agreements with the IBT and the BCT;
* by no later than 45 days after the Petition Date, the
Debtors must have prepared for approval bid procedures
with respect to the possible sale of all or substantially
all of the Debtors' assets pursuant to 111 U.S.C. Sec. 363;
* by no later than July 13, 2012, the Debtors must obtain
confirmation of a Chapter 11 plan; and
* by no later than July 27, 2012, the plan shall have become
effective.
Professionals
The Debtors have filed applications with the bankruptcy court to
tap Jones Day as counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, and Kurtzman Carson Consultants LLC as
administrative agent.
According to a document titled, "Debtors' Property Not in the
Debtors' Possession", firms that have held retainers from the
Debtors are: CRG Partners; Conway, Del Genio, Gries & Co LLC;
Edgeworth Economics; Fisher & Phillips; FTI Consulting, Inc.;
Kohn Consulting LLC; KCC; John R Crawford; Jones Day; Oblon,
Spivak, et al.; Richard Kibbe & Orbe LLP; Sidley Austin LLP;
Sitrick Brincko Group, LLC; Skadden, Arps, Slate, Meagher & Flom
LLP; Stinson Morrison Hecker LLP; Venable LLP; and Willkie Farr &
Gallagher LLP.
Jacqueline Palank, writing for Dow Jones Newswires, and The Wall
Street Journal's Mike Spector and Julie Jargon report that people
familiar with the matter said Matthew Feldman, Esq., at Willkie
Farr & Gallagher, and Harry Wilson, the head of turnaround and
restructuring firm MAEVA Advisors, are representing the Teamsters.
The report notes Messrs. Feldman and Wilson, who have been
advising the Teamsters since last summer, also worked together on
President Barack Obama's auto task force during the government's
rescue of General Motors and Chrysler.
Matthew A. Feldman may be reached at:
Matthew Feldman, Esq.
WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212-728-8651
Fax: 212-728-9651
E-mail: mfeldman@willkie.com
MAEVA Advisors LLC may be reached at:
MAEVA Advisors LLC
Tel: (212) 380-1245
E-mail: inquiry@maevaadvisors.com
HOSTESS BRANDS: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hostess Brands, Inc.
6031 Connection Drive, Suite 600
Irving, TX 75039
Bankruptcy Case No.: 12-22052
Debtor-affiliates that filed separate Chapter 11 petition:
Debtor Case No.
------ --------
IBC Sales Corporation 12-22051
IBC Trucking, LLC 12-22053
IBC Services, LLC 12-22054
Interstate Brands Corporation 12-22055
MCF Legacy, Inc. 12-22056
Type of Business: Hostess Brands Inc., formerly known as
Interstate Bakeries Corporation, is a
wholesale baker and distributor of
fresh-baked bread and sweet goods,
under various national brand names,
including Wonder(R), Baker's Inn(R),
Merita(R), Hostess(R) and Drake's(R).
Chapter 11 Petition Date: Jan. 11, 2012
Court: U.S. Bankruptcy Court
Southern District of New York
Judge: Hon. Robert D. Drain
Debtors'
Counsel: Corinne Ball, Esq.
Heather Lennox, Esq.
Lisa Laukitis, Esq.
Veerle Roovers, Esq.
JONES DAY
222 East 41st Street
New York, NY 10017
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: cball@jonesday.com
hlennox@jonesday.com
llaukitis@jonesday.com
vroovers@jonesday.com
-and-
Ryan T. Routh, Esq.
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, OH 44114
Tel: (216) 586-3939
Fax: (216) 579-0212
E-mail: rrouth@jonesday.com
Debtors'
General
Corporate
Counsel &
Conflicts
Counsel: STINSON MORRISON HECKER LLP
Debtors'
Investment
Bankers: PERELLA WEINBERG PARTNERS LP
Debtors'
Claims and
Noticing
Agent: KURTZMAN CARSON CONSULTANTS LLC
Total Assets: $982 million as of Dec. 10, 2011
Total Liabilities: $1.43 billion as of Dec. 10, 2011.
The petitions were signed by Kent B. Magill, executive vice
president, general counsel and corporate secretary.
List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bakery & Confectionery Union Union Health and $944,158,000
& Industry International Welfare/Pension
Pension Fund
ATTN: Robert J. Bergin
10401 Connecticut Avenue
Kensington, MD 20895
Central States, Southeast Union Health and $11,817,000
and Southwest Areas Pension Welfare/Pension
Plan
ATTN: Andrew Sprau
9377 W. Higgins Road
Rosemont, IL 60018
Cereal Food Processors Flour $8,530,000
ATTN: Breck Barton
2001 Shawnee Mission Parkway
Mission Woods, KS 66205
Twin Cities Bakery Drivers Union Health and $8,357,000
Pension Fund Welfare/Pension
ATTN: Julie IntVeld
2919 Eagandale Boulevard
Suite 120
Eagen, MN 55121?1464
Western Conference of Union Health and $6,997,000
Teamsters Pension Plan Welfare/Pension
ATTN: Michael M. Sander
2323 Eastlake Avenue E.
Seattle, WA 98102
New England Teamsters & Union Health and $4,768,000
Trucking Industry Pension Fund Welfare/Pension
ATTN: Marchelle Cunningham
1 Wall Street
Burlington, MA 01803
Automotive Industries Union Health and $4,158,000
Pension Plan Welfare/Pension
ATTN: Michael Schumacher
1640 South Loop Road
Alameda, CA 94502
Bakery Drivers and Salesman Union Health and $2,268,000
Local 550 and Industry
Pension Fund
ATTN: Camille Luisi
6 Tuxedo Avenue
New Hyde Park, NY 11040
Cargill, Inc. Flour, Sweetners, $1,924,000
ATTN: Tony Lane Vital Wheat Gluten
720 Main St.
Kansas City, MO
Bakery Drivers and Salesmen Union Health and $1,846,000
Local 194 and Industry Welfare/Pension
Pension Fund
ATTN: Ellen Romano
2003 Route 130 STE E
North Brunswick, NJ 08902
Comdata Corporation Fuel Card and $1,700,000
ATTN: Pat Franz Purchase Card
5301 Maryland Way
Brentwood, TN 63150?0544
Local 734 Pension Fund Union Health and $1,415,000
ATTN: Thomas J. Boehm Welfare / Pension
6643 North Northwest Hwy
Chicago, IL 60631
Blommer Chocolate Co. Cocoa $1,299,000
ATTN: Scott Funk
39857 Treasury Center
Chicago, IL 60694?9800
Caravan Ingredients Dough Conditioner, $921,000
ATTN: Ian Trood Base, Enzymes,
7905 Quvira Road Stabilizer
Lenexa, KS 60674?0045
ADM Inc. Flour, Cocoa, $912,000
ATTN: Loren Urguhart Fat/Oils, Specialty
4666 Faries Parkway Ingredients
Decatur, IL 62526?5666
Philadelphia Bakery Employers Union Health and $891,000
& Food Driver Salesmens Union Welfare/Pension
Local 463 & Teamsters Local
676 Pension Plan
ATTN: Lee Scarpone
P.O. Box 740
Valley Forge, PA 19482
United Sugars Corp. Sugar $858,000
ATTN: Dirk Swart
7401 Metro Blvd
Edina, MN 55406?0548
Cleveland Bakers and Union Health and $830,000
Teamsters Pension Fund Welfare/Pension
ATTN: Veta Green
9665 Rockside Rd, Suite D
Valley View, OH 44125
Retail, Wholesale & Department Union Health and $766,000
Store International Union and Welfare/Pension
Industry Pension Fund
ATTN: Mark Davis
PO Box 55728
Birmingham, AL 35255
Manpower Inc. Temporary Labor $754,000
ATTN: Karl Borgmann
100 Manpower Place
Milwaukee, WI 53212
Calise & Sons Bakery Inc. Finished Good- $671,000
ATTN: Michael Calise Bread
2 Quality Dr
Lincoln, RI 02865?4266
Delavau LLC Calcium Carbonate $610,000
ATTN: Jim Montgomery
10101 Roosevelt Blvd
Philadelphia, PA 02241?6405
Accenture LLP Engineering/ $600,000
ATTN: Harin Shetty Consulting Services
PO Box 70629
Chicago, IL 60673?0629
Blue Cross Blue Shield Insurance $581,000
ATTN: Joanna Macik
901 S Central Expy
Richardson, TX 75080?7302
I.A.M. National Pension Plan Union Health and $566,000
ATTN: Eunice Dietz Welfare/Pension
1300 Connecticut Ave NW,
Suite 300
Washington, DC 20036
Malnove Inc. of Nebraska Packaging $564,000
ATTN: Dan Goodrich
13434 F St
Omaha, NE 68137?1118
The Goodyear Tire & Rubber Co Tires and Tubes $552,000
ATTN: Michael Bohannon
1144 E Market St
Akron, OH 44316?0001
Manildra Milling Wheat Gluten $542,000
ATTN: Jerry Degnen
4210 Shawnee Mission Pkwy
Shawnee Mission, KS 66205?2506
SAP America, Inc. Financial System $531,000
ATTN: Andrea Geppert of Record
PO Box 7780
Philadelphia, PA 19182?4024
MSC Industrial Trade Debt (Perfect $516,000
ATTN: Stan Rickert Commerce)
75 Maxess Road
Melville, NY 11747
Waste Management National Trade Service $504,000
Services
ATTN: Margie Brown
PO Box 930580
Atlanta, GA 31193?0580
Northern New England Benefit Union Health and $491,000
Trust Welfare/Pension
ATTN: Cathrine Lavigne
51 Goffstown Rd
Manchester , NH 03102?2746
Central Pension Fund of the Union Health and $486,000
IUOE Welfare/Pension
ATTN: Michael R. Fanning
4115 Chesapeake Street NW
Washington, DC 20016
Speedway Superamerica LLC Fuel Card $457,000
ATTN: Ruth Creel
PO Box 1500
Springfield, OH 45501?1590
Southern California Bakery Union Health And $455,000
Security Fund Welfare
ATTN: Natalie Marshall
Southwest Administrators
PO Box 92308
Los Angeles, CA 90009?2308
Ortran Inc. Freight $453,000
ATTN: Dave Orscheln
4220 S Hocker Dr Ste 170
Independence, MO 64055?4767
Berry Plastics Corp. Poly Bags $453,000
ATTN: Dave Klopp
Dept 890869
Dallas, TX 75312?0869
Bunge North America Fats/Oils $427,000
ATTN: Matt Hall
11720 Borman Dr.
St. Louis, MO 63179?8000
Cloverhill Pastry Vending Corp. Finished Goods- $426,000
ATTN: Bryan Patrone Cake
23558 Network Place
Chicago, IL 60673?1235
CSM Bakery Products Mixes, Donuts $425,000
ATTN: Waldon Hodges
7905 Quivira Dr
Lenexa , KS 30392?0077
INNER CITY: Court Extends Exclusive Plan Filing Thru Jan. 23
------------------------------------------------------------
Judge Shelley C. Chapman entered a bridge order extending through
Jan. 23, 2012, the exclusive periods by which Inner City Media
Corporation and its debtor affiliates may file Chapter 11 plan and
solicit acceptances for that plan.
The Court is set to conduct a final hearing on the Debtors'
exclusivity period extension request on Jan. 23, at 2:00 p.m.
prevailing Eastern Time.
The Debtors originally requested for an extension of their
exclusive plan filing period through March 6, 2012, and of their
exclusive plan solicitation period through May 5, 2012.
The Debtors filed the request in order to preserve all of their
options in case the proposed sale of substantially all of their
assets cannot be consummated and there is a resulting need to
proceed with a Chapter 11 plan.
The senior lenders do not object to the exclusivity request,
according to the Debtors.
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.
LEED CORP: Inks Deal Amending Gerald Marten's Claim Treatment
-------------------------------------------------------------
The Leed Corporation asks the the U.S. Bankruptcy Court for the
District of Idaho to approve a stipulation modifying the proposed
Second Amended Chapter 11 Plan to reflect the modified treatment
of Gerald Marten's claims.
The stipulation was entered between the Debtor, and Mr. Marten, an
individual who filed a ballot rejecting the Plan. The Debtor
relates that both parties wish to avoid the time and expense of
litigation with regards to issues raised by Mr. Marten's
rejection.
Pursuant to the stipulation, among other things, Mr. Marten's
ballot will be deemed amended to accept the Plan, as modified in
the stipulation.
A full-text copy of the stipulation is available for free at:
http://bankrupt.com/misc/LEED_CORP_stipulationmodifyingPlan.pdf
Mr. Marten is represented by Theodore R. Larsen, Esq. at Williams,
Meservy & Lothspeich, LLP.
About The Leed Corporation
Twin Falls, Idaho-based The Leed Corporation -- dba Green Cut
Sprinklers and Landscaping, Leed Corp., Quality Built Homes, Green
Cut Construction, Shoshone Developers, Desert Green Sprinklers &
Landscaping, Green Cut Lawn Care, and Desert Green -- is a real
estate developer, including new construction and land development,
as well as landscaping and related care and maintenance of
existing real estate in southern Idaho, primarily based out of
Shoshone, Idaho.
The Company filed for Chapter 11 protection (Bankr. D. Idaho Case
No. 10-40743) on April 29, 2010. Robert J. Maynes, Esq., who
has an office in Idaho Falls, Idaho, assists the Debtor in its
restructuring effort. The Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts in
its Chapter 11 petition.
LEVEL 3 FINANCING: S&P Assigns 'CCC' Rating to $350MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
and '6' recovery ratings to Broomfield, Colo.-based Level 3
Communications Inc. subsidiary Level 3 Financing Inc.'s $350
million senior notes due 2020. "The '6' recovery rating on these
unsecured notes reflects our expectation of negligible (0% to 10%)
recovery of principal in the event of a default. The notes will be
sold under Rule 144A with registration rights and will be
guaranteed by parent Level 3 Communications Inc. We expect the
company to use the bulk of note proceeds to redeem a portion of
the 9.25% senior notes due 2014. Other ratings on Level 3 and
subsidiaries, including the 'B-' corporate credit rating and the
positive outlook, are not affected by the new notes," S&P said.
Level 3 Communications is a provider of voice, data, and other
transport services on its global communications and Internet
backbone. The positive outlook notes that if the company is on
track to realize the bulk of what it expects to be around $300
million in annual operating synergies from its recent Global
Crossing acquisition, adjusted debt leverage could improve to
the 5x area, a metric which could support a one-notch upgrade.
Ratings List
Level 3 Communications Inc.
Corporate Credit Rating B-/Positive/--
New Ratings
Level 3 Financing Inc.
Senior Unsecured
$350 mil notes due 2020 CCC
Recovery Rating 6
LEVEL 3: Fitch Assigns 'BB-' Rating to $350-Mil. Senior Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' issue rating to Level 3
Financing, Inc.'s (Level 3 Financing) proposed $350 million
issuance of senior notes due 2020. Level 3 Financing is a wholly
owned subsidiary of Level 3 Communications, Inc. (LVLT). Fitch's
Issuer Default Rating (IDR) for both LVLT and Level 3 Financing is
'B' with a Positive Rating Outlook.
The notes will rank pari passu with Level 3 Financing's existing
senior unsecured indebtedness. Proceeds from the notes will be
used primarily to redeem a portion of Level 3 Financing's 9.25%
senior notes due 2014. LVLT had approximately $8.5 billion of
debt outstanding on a pro forma basis considering the close of the
Global Crossing Limited (GLBC) acquisition and capital market
activity since Sept. 30, 2011.
Fitch believes the issuance is positive for the company's credit
profile as LVLT continues to address the refinancing risk
associated with its 2014 scheduled maturities. After considering
the $280 million pre-payment of LVLT Financing's Tranche B Term
Loan and today's contemplated issuance, approximately $1.9 billion
($2.5 billion actual as of Sept. 30, 2011) of debt is scheduled to
mature during 2014. Outside of the extension of the company's
maturity profile, LVLT's credit profile has not substantially
changed.
Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of Sept. 30, 2011 totaled approximately
$461 million and $921 million on a pro forma basis following the
close of the GLBC acquisition. The company does not maintain a
revolver and relies on capital market access to replenish cash
reserves, which when combined with the lack of positive free cash
flow generation limits the company's financial flexibility, in
Fitch's opinion. LVLT does not have any significant maturities
scheduled during 2012 and Fitch believes LVLT's cash position is
sufficient to address 2013 maturities which total approximately
$272 million while funding anticipated free cash flow deficits.
LVLT's ratings recognize, in part, the de-leveraging of the
company's balance sheet resulting from its acquisition of GLBC.
Pro forma for the acquisition and the current financing
transaction, LVLT's leverage declines to 6.3 times (x) for the
latest 12-month (LTM) period ended Sept. 30, 2011 compared with
the company's actual leverage of 8.4x as of Sept. 30, 2011 and
7.5x as of Dec. 31, 2010. Moreover, based on the company's
ability to realize anticipated operating cost synergies, the GLBC
acquisition positions LVLT to further improve its credit profile
and generate consistent levels of free cash flow. The acquisition
accelerates LVLT's progress in achieving its target leverage ratio
of 3.0x to 5.0x.
The Positive Outlook reflects Fitch's belief that LVLT's credit
profile will strengthen as the company achieves the cost synergies
associated with the GLBC acquisition. Fitch anticipates that
LVLT's credit protection metrics during 2012 will remain
relatively consistent with year-end 2011 metrics, as integration
costs will largely offset positive operating momentum. Fitch
expects LVLT's leverage as of year-end 2011 (on a pro forma basis)
will approximate 6.2x and dip below 6.2x as of year-end 2012.
Fitch expects to observe the strengthening of LVLT's credit
metrics during 2013 as cost synergies begin to take effect.
Positive rating actions will likely occur as the company
demonstrates that it is successfully integrating GLBC without
material disruption to its operations. Equal consideration will
be given to the company's ability to attain cost synergies while
maintaining positive operational momentum. Evidence of positive
operating momentum includes stable to expanding gross margins and
revenue growth within the company Core Network Services segment.
Fitch would expect LVLT to be generating consistent positive free
cash flow and reduce leverage to 5.5x before taking a positive
rating action.
Stabilization of the Rating Outlook at the current rating level
would coincide with LVLT experiencing difficulty or delay in fully
integrating GLBC and achieving anticipated cost synergies. A
weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure will likely lead to
negative rating action.
Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position, and lack of scale relative
to larger and better capitalized market participants. The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.
Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins and rapidly
increase cash flows once revenue growth returns. Additionally,
Fitch expects that the company can further strengthen its
operating leverage as it continues to migrate its revenue mix to
more margin-rich data services and away from lower margin voice
services.
LIZ CLAIBORNE: Moody's Says Rating Not Hit by Earnings Guidance
---------------------------------------------------------------
Moody's says Liz Claiborne Inc.'s ("Liz") B2 rating and stable
outlook are not immediately impacted by the company's revisions to
its earning guidance and the departure of its Chief Financial
Officer.
The principal methodology used in rating Liz Claiborne Inc. was
the Global Apparel Industry Methodology published in May 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Headquartered in New York, NY Liz Claiborne, Inc. ("Liz") is a
designer and distributor of apparel and accessories whose primary
owned brands include Juicy Couture, kate spade and Lucky Brand.
Pro-forma revenues after giving effect to various asset sales, the
most significant of which were the sale of its global Mexx
business and the "Liz Claiborne" trademarks are around $1.3
billion.
LOS ANGELES DODGERS: Fox Settles Suit & Agrees to Join Bidding
--------------------------------------------------------------
Matthew Futterman, writing for The Wall Street Journal, reports
that people with knowledge of the process said News Corp.'s Fox
unit joined the battle to buy the Los Angeles Dodgers Tuesday,
signing a nondisclosure agreement with bankers handling the sale.
According to the Journal, a Fox executive signed the nondisclosure
agreement on the same day that lawyers for News Corp. settled a
lawsuit with the Dodgers that threatened to cripple the sales
process. Under the settlement, the Dodgers won't market the media
rights early.
WSJ recounts Fox sued the Dodgers last year after the team's
owner, Frank McCourt, and his financial advisers at Blackstone
Group moved to market the future media rights during the sales
process to take advantage of the overheated market for sports
rights. The hope was to create a bidding war for the rights among
media companies and other potential investors that would
ultimately maximize the value of bids for the franchise itself.
Lawyers for Fox argued that marketing the media rights to
outsiders would violate its current deal with the team, which
includes an exclusive negotiating period that begins after the
2012 season and lasts for 45 days. The Dodgers argued that such
prohibitions weren't valid once the team filed for bankruptcy, an
argument that was held up in bankruptcy court. But Fox appealed
to U.S. District Court Judge Leonard Stark, who sided with the
media company, which led to the Tuesday night settlement.
The Dodgers sale is set to begin later this month, with first-
round bids due on Jan. 23. The team is expected to fetch roughly
$1 billion.
According to the Journal, people familiar with the media
conglomerate's strategy say News Corp. doesn't want to reclaim
full ownership of the team. Rather, Fox is looking to become a
minority investor to improve its chances of keeping the team's
television rights. The people say Fox is interested in a 15%-20%
stake and is also offering to use its resources to help finance an
acquisition of the team.
News Corp. owned the Dodgers from 1998 to 2004. Fox also owns the
Southern California regional sports network Prime Ticket, the
Dodgers' current local broadcast partner. The deal, however,
expires after the 2013 season.
Media rights beyond 2013, the team's most valuable asset, are at
the center of the sale of the franchise, with several potential
bidders, according to WSJ, planning offers based on how much the
team will earn from its next local media rights deal or even
future revenue from a new Dodger-themed regional sports network
that a new owner could choose to launch before the 2014 season.
According to WSJ, Fox faces an immediate threat from Time Warner
Cable Inc., a leading service provider in Los Angeles. Time
Warner Cable recently signed a deal with the National Basketball
Association's Los Angeles Lakers to launch two rival regional
sports networks -- one in Spanish and one in English. Acquiring
the Dodgers' media rights would give the new channel the rights to
the two most valuable sports properties in the country's second-
largest market and significantly devalue Prime Ticket.
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.
LTS NUTRACEUTICALS: Enters Into $1 Million Subscription Agreement
-----------------------------------------------------------------
LTS Nutraceuticals, Inc., entered into a subscription agreement
with accredited investors pursuant to which the Investors may
purchase up to $1,000,000 in notes.
Pursuant to the Subscription Agreement, on Jan. 3, 2012, the
Company issued and sold to the Investors, convertible promissory
notes in the aggregate principal amount of $658,000. The
Subscription Agreement also provides for a second closing of up to
the balance of the $1,000,000 ($342,000 balance), which must occur
within 30 days of the first closing. The Notes are secured by a
senior security interest in all of the assets of the Company and
its subsidiaries. The Notes are convertible into common stock of
the Company at an exercise price of $0.50 per share, subject to
adjustment in the event of stock splits, stock dividends, or in
the event of certain subsequent issuances by the Company of common
stock or securities convertible into common stock at a lower
price.
The Notes mature two years from the date of issuance. The Notes
bear interest at the rate of 10% per annum due and payable in cash
semi-annually in arrears commencing six months from the date of
closing and upon maturity.
The Company is currently working to open opportunities in Asia for
its network marking business. Based upon contacts it has
developed through its Biocalth International acquisition in
December 2011, the Company is currently exploring opportunities in
Taiwan, Singapore and Hong Kong. It plans to pursue further
opportunities in Asia over the next few fiscal quarters as well.
A full-text copy of the Form 8-K is available at:
http://is.gd/ZUvwKU
About LTS Nutraceuticals
Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and
sells high-quality nutritional products that are distributed
throughout North America through a network marketing system, which
is a form of direct selling.
The Company reported a net loss of $2.96 million on $1.75 million
of net sales for the nine months ended Sept. 30, 2011, compared
with a net loss of $471,235 on $997,657 of net sales for the same
period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$3.48 million in total assets, $8.03 million in total liabilities,
and a $4.55 million total stockholders' deficiency.
On Nov. 10, 2011, the Company had $37,633 in cash. The current
operating plan indicates that losses from operations may be
incurred for all of fiscal 2011. Consequently the Company said it
may not have sufficient liquidity necessary to sustain operations
for the next twelve months and this raises substantial doubt that
the Company will be able to continue as a going concern.
MONTPE RE: Fitch Affirms Rating on $150 Mil. Securities at BB+'
---------------------------------------------------------------
Fitch Ratings affirmed the 'A-' insurer financial strength (IFS)
rating of Montpelier Reinsurance Ltd. (Montpelier Re), the
principal (re)insurance operating subsidiary of Montpelier Re
Holdings Ltd (Montpelier) (full rating list appears below). The
Rating Outlook remains Positive.
Fitch's affirmation of Montpelier's ratings recognizes that
catastrophe-focused reinsurers will periodically suffer losses of
a magnitude sufficient to significantly impact earnings, as
occurred during the first nine months of 2011. Despite
Montpelier's year-to-date 2011 operating loss, Fitch notes that
capital ratios (such as net premium to equity and assets to
equity) have consistently remained well within tolerances for the
current rating level.
Montpelier's ratings reflect the company's solid operating
performance and internal capital generation over the past several
years. Montpelier's ratings also recognize Montpelier's
significant exposure to earnings and capital volatility derived
from its property catastrophe reinsurance products, most recently
evidenced by the company's roughly $283 million of combined
catastrophe losses in the first nine months of 2011, including
approximately $213 million from the Japanese and New Zealand
earthquake events.
Fitch believes that Montpelier uses sound risk management
processes to manage its exposure to potential catastrophe-related
losses by geographic zone and relative to its capital base. Fitch
observes that the company's share of global catastrophe losses
over the last several years has been manageable and consistent
with levels that might be expected from a reinsurer of
Montpelier's size and focus. This performance lends confidence in
Montpelier's approach to risk management.
Montpelier's low underwriting and asset leverage enable the
company to preserve capital during periods that include
underwriting and capital market volatility. Fitch views
Montpelier's balance sheet risk as relatively modest. The
company's investment portfolio is dominated by highly rated fixed
income investments that fared well during periods of capital
market volatility. There is relatively little risk of significant
adverse loss development from the company's largely short-tail
underwriting liabilities.
The Positive Rating Outlook reflects Montpelier's solid long term
operating performance and the projected benefits of moderate
expected pricing improvement in Montpelier's core catastrophe and
other short tail specialty reinsurance lines. The Positive
Outlook also recognizes the company's increasingly less volatile
operating profile relative to comparably rated peers.
Key rating triggers that could result in a ratings upgrade include
a return to strong overall profitability in 2012, driven by good
underwriting results that approximate the company's average
combined ratio of approximately 86% since 2007. This assumes that
the industry experiences levels of catastrophe losses that
approach historical norms in 2012.
Such a performance would be viewed particularly favorably if it
included a significant positive earnings contribution from
Montpelier's Lloyd's Syndicate 5151. Fitch would view this result
as an indication that diversifying specialty (re)insurance lines
could become an increasingly stabilizing factor in Montpelier's
overall operating profile going forward.
If these favorable trends were to transpire and Montpelier's
overall risk-adjusted capital strength as measured by the
company's internal stochastic modeling results and traditional
operating leverage ratios continued to approximate current levels
while loss reserve development remained favorable or neutral,
Fitch could upgrade Montpelier's ratings.
Key rating triggers that could result in a ratings downgrade
include weakening of overall risk-adjusted capital strength as
measured by the company's internal stochastic modeling results and
traditional operating leverage ratios with underwriting leverage
(measured by traditional premiums written to equity ratios)
increasing to levels at or above 1.0 times (x).
Fitch could also downgrade the company's ratings if Montpelier
were to suffer catastrophe losses that were unfavorably
inconsistent with its own internally modeled results or that
resulted in earnings and capital declines that were significantly
worse than comparably rated peers.
Fitch has affirmed the following ratings (with a Positive Rating
Outlook):
Montpelier Re Holdings Ltd
-- Issuer Default Rating (IDR) at 'BBB+';
-- $228,000,000 6.125% senior notes due Aug. 15, 2013 at 'BBB'.
-- $150,000,000 8.875% non-cumulative perpetual preferred
securities at 'BB+.'
Montpelier Reinsurance Ltd.
-- Insurer Financial Strength Rating (IFS) at 'A-'.
Montpelier Capital Trust III
-- $100,000,000 floating rate trust preferred securities due
March 30, 2036 at 'BB+.'
N.L.C. UNITRUST: Wants Deposition Set on Mutually Agreeable Date
----------------------------------------------------------------
N.L.C. Unitrust Partners asks the U.S. Bankruptcy Court for the
District of Delaware to enter a protective order; and continue the
confirmation hearing.
The Debtor requests a preemptory protective order excusing Nancy
L. Connor from appearing in the deposition, providing for a
deposition date to be determined at a date mutually agreeable to
all parties, and an order granting a continuation of the
confirmation hearing. The Debtor explains that Ms. Connor is
unavailable due to prior commitments.
In relation to continuing the confirmation hearing, the Debtor
relates that it needs more time to understand and evaluate the
settlement proposals offered by creditor Liberty Ventures II, L.P.
The Debtor adds that it is still waiting for certain information
from Liberty that, as of this filing, has not yet been supplied.
The Debtor asserts that a continuation of the confirmation hearing
would serve both parties: it would allow Liberty to receive
responses to its written discovery, including receiving documents
it requested, take its desired deposition and it would allow the
Debtor time needed to fully understand and evaluate the settlement
proposals being offered.
Objection
According to Liberty Ventures, the relief sought by the Debtor
will simply delay the inevitable -- the denial of confirmation of
the Debtor's First Amended Plan of Reorganization.
Liberty Ventures holds at least 98% of non-insider general
unsecured claims and at least 94% of all general unsecured claims
in the Debtor's case.
Liberty Ventures states that the Plan is not confirmable on its
face because, among other things:
1. The Plan improperly classifies Liberty Ventures II's
unsecured claim in a separate class from other unsecured claims
in an attempt to artificially create an accepting impaired
class;
2. the Plan is not feasible because the primary sources of
funding for distributions to unsecured creditors are
speculative recoveries from pending litigation against the
Debtor's former fiduciaries and threatened litigation against
Liberty Ventures II and Liberty Ventures I; and
3. the Plan violates the absolute priority rule because
interest holders retain all interest in the Debtor while
unsecured creditors may or may not get paid at some unknown
time in the future.
As reported in the TCR on Oct. 13, 2011, N.L.C. Unitrust Partners
filed with the U.S. Bankruptcy Court for the District of Delaware
a Chapter 11 plan of reorganization and an accompanying disclosure
statement.
Class 3 Unsecured Claims are impaired. On the Effective Date, the
Debtor will pay to holders of Class 3 Allowed Claims $100,000, the
source of which will be funds recovered from Unicon Holding, Inc.,
an entity that is indebted to the Debtor and which has agreed to
pay the amount to the Debtor on the Effective Date. Thereafter,
Holders of Allowed Class 3 Claims will receive pro rata
distributions until paid in full.
Class 4 Liberty Ventures Partners II, LP Claim is impaired.
Pursuant to a prepetition limited partnership agreement, the
Debtor became obligated to, but was unable to, fund three separate
$1,500,000 capital contributions to the holder of the Class 4
claim. The holder of the Class 4 claim will be paid, in full, in
this manner:
a. On the Effective Date, the Debtor will pay to the holder of
the Class 4 claims $750,000, the source of which will be
funds recovered from Unicon Holding.
b. The balance of the amount due to the holder of the Class 4
claims, in the approximate amount of $3,750,000, will be
paid from three separate sources as and when funds are
available or made available to the Debtor, as the case may
be.
Class 5 Interest Holders are not impaired. After payment in full
of Class 3 and Class 4, Class 5 will be paid any and all remaining
assets and will retain all interests in the Debtor.
A full-text copy of the Disclosure Statement, dated Sept. 29,
2011, is available for free at
http://ResearchArchives.com/t/s?7728
About N.L.C. Unitrust Partners
Sedona, Arizona-based N.L.C. Unitrust Partners filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-14074) on
Dec. 15, 2010. The Debtor estimated its assets at $10 million to
$50 million and debts at $1 million to $10 million at the Petition
Date. Ciardi Ciardi & Astin is retained as counsel to the Debtor.
NYC OPERA: Union Lockout Jeopardizes Next City Opera Season
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that the New York City Opera will
lock out orchestra and chorus members from rehearsals starting
Monday, opera and union officials said, in an escalation of a
bitter, months-long contract dispute imperiling performances
planned across the city this season.
OLD CORKSCREW: DIP Loan to Fund Reorganization Plan Implementation
------------------------------------------------------------------
Old Corkscrew Plantation, L.L.C., et al., submitted to the U.S.
Bankruptcy Court for the Middle District of Florida a Disclosure
Statement explaining the proposed Plan of Reorganization dated as
of Dec. 5, 2011.
The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.
According to the Disclosure Statement, the Plan provides for the
continued ownership and operation of the property of the Debtors'
estates. If the Debtors' request to be substantively consolidated
is granted and the Plan is confirmed by the Bankruptcy Court,
then, on the Effective Date of the Plan and, except as expressly
provided in the Plan, the property of each The primary source of
the funds necessary to implement the Plan initially will be the
funding under the DIP Loan of the Debtors' estates will be
consolidated and will vest in the Reorganized Debtor, and the
Reorganized Debtor will thereafter own and manage the Property and
implement the terms of the Plan, including making distributions of
cash and property to Holders of Allowed Claims, as applicable.
Further, the Plan provides for cash payments to Holders of Allowed
Claims in certain instances.
The primary source of the funds necessary to implement the Plan
initially will be the funding under the DIP Loan. At the present
time, the Debtors believe that the Reorganized Debtor will have
sufficient funds as of the Effective Date through funding of the
DIP Loan to pay in full the expected payments required under the
Plan, including to the Holders of Allowed Administrative Claims,
Allowed Priority Claims, and DIP Lender Allowed Claims. Cash
payments to be made under the Plan after the Effective Date to the
Holders of Allowed Unsecured Claims will be derived from the
operations of Reorganized Debtor.
The Debtors also request that the Court approve the Plan-related
schedule:
Disclosure Statement Hearing: Feb. 9, 2012
Voting Record Date: Feb. 10, 2012
Voting Deadline: 5:00 p.m. prevailing Eastern
Time on the date that is 10
calendar days before the
proposed Confirmation Hearing
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/OLD_CORKSCREW_ds.pdf
About Old Corkscrew Plantation
Fort Myers, Florida-based Old Corkscrew Plantation LLC, whose
oranges are made into Minute Maid and Tropicana juice, filed
for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-14559) on
July 29, 2011, disclosing $25,264,047 in assets and $60,751,633 in
debts. Old Corkscrew sought Chapter 11 protection along with its
affiliates. Donald G. Scott, Esq., -- dscott@mcdowellrice.com --
at McDowell, Rice, Smith & Buchanan, in Kansas City, Missouri,
serves as the Debtors' bankruptcy co-counsel. Berger Singerman,
P.A., serves as their bankruptcy counsel. Arcadia Citrus
Enterprises, Inc., serves as manager of their citrus growing
properties. Kapila & Company serves as chief restructuring
officer. The Debtors' orange groves are valued at $24 million.
Scott Westlake, the Debtors' managing member, signed the petition.
Mr. Westlake is also listed as the Debtors' largest unsecured
creditor, with $4,827,906 owed. Another $338,511 debt is owed to
Scott and Vicki Westlake.
No trustee or examiner has been appointed in this Chapter 11 case.
An official committee of unsecured creditors was appointed and is
represented by counsel.
OYSTER BAY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Oyster Bay Enterprises, Inc.
dba American Fence
1733 Bunche Street
Melbourne, FL 32935
Bankruptcy Case No.: 12-00267
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: David J. Volk, Esq.
VOLK LAW OFFICES P.A.
700 South Babcock Street, Suite 402
Melbourne, FL 32901
Tel: (321) 726-8338
Fax: (321) 726-8377
E-mail: kparish@volklawoffices.com
Scheduled Assets: $570,207
Scheduled Liabilities: $1,589,277
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-00267.pdf
The petition was signed by Ronald J. Robledo, president.
PARADISE HOSPITALITY: Court Considers Cash Access Request Today
---------------------------------------------------------------
The Hon. Erithe A. Smith of the U.S. Bankruptcy Court for the
Central District of California, in an interim order, authorized
Paradise Hospitality, Inc., to use the cash collateral.
Pursuant to a stipulation entered between the Debtor, and senior
secured creditor RREF WB Acquisitions, LLC, the Debtor would use
the cash collateral to pay operating expenses, continue
operations, and maintain and preserve the Debtor's properties --
(1) a hotel formerly known as the Crowne Plza Hotel located at 448
North Summit Street, Toledo, Ohio; and (2) a retail shopping
center located in Arkansas -- and business for the benefit of its
estate and creditors.
As of the Petition Date, the Debtor owes to RREF $10,327,968 in
principal plus accrued and accruing interest, costs, and fees,
under the Hotel Loan Documents and $3,449,436 in principal plus
accrued and accruing interest, costs, and fees, under the Retail
Loan Documents.
As adequate protection for any diminution in value of the lender's
prepetition collateral, the Debtor will grant RREF, among other
things:
a. Monthly Payments;
b. a first-priority administrative expense claim in an amount
equal to the diminution in value of its prepetition collateral
resulting from the Debtor's use of cash collateral; and
c. replacement liens on all the Debtor's interests in all
assets obtained after the Petition Date.
The Court set a Jan. 12 final hearing on the Debtor's request for
cash collateral access.
About Paradise Hospitality
Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas. The Debtor currently manages and operates the
Hotel. Haydn Cutler company currently manages the Retail Center.
The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-24847) on Oct. 26, 2011, about three weeks after it
lost the right to use the Crowne Plaza for its hotel. For now,
the hotel has been renamed Plaza Hotel Downtown Toledo.
Judge Erithe A. Smith presides over the case. Sam S. Oh, Esq. --
sam.oh@limruger.com -- at Lim, Ruger & Kim, LLP, serves as the
Debtor's counsel. The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing. The
petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.
PHH CORP: Moody's Affirms 'Ba2' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed PHH's senior unsecured debt
rating and corporate family rating at Ba2 and its commercial paper
rating at NP. Additionally, PHH's rating outlook for the senior
unsecured debt and corporate family ratings was changed to
negative from stable.
The change in outlook to negative reflects the company's recent
difficulties in accessing the unsecured debt market which is
compounded by the company's relatively short unsecured corporate
debt maturity profile. As a result, to address their short-to-
medium-term liquidity needs, the company may need to take actions
that have negative consequences for the company's earnings and
franchise value.
PHH's current liquidity position is characterized by: 1) short
maturity profile of unsecured corporate debt, 2) high level of
encumbered assets, and 3) high level and short maturity profile of
secured debt. As of December 21, 2011, the company had $510
million available under its committed unsecured revolving facility
which matures February 29, 2012. At its sole option, which the
company is expected to exercise, the maturity can be extended
until February 2013 provided the company has $500 million of
liquidity comprised of availability under the revolver and cash as
of February 29, 2012. As of December 21, 2011, liquidity stood at
approximately $835 million. In addition, as of December 21, 2011
the company had $1,379 million of unsecured corporate debt. $250
million of which matures in April 2012, $421 million in March
2013, $250 million in September 2014, and the remaining $450
million in March 2016.
Moody's believes that the company currently has sufficient
liquidity to repay the $250 million of debt maturing in April 2012
and should be able to generate sufficient cash to repay the $421
million of debt maturing in April 2013.
The outlook could return to stable once the company further
develops and is able to execute on a more robust short-to-medium
term liquidity plan. This quite likely includes reentering on
reasonable terms the medium term (5 years or longer) debt markets
as well as extending the revolver beyond 2013.
A downgrade to the rating could result if the company is unable to
execute on its updated liquidity plan as well as generate
sufficient liquidity to repay the $421 million 2013 unsecured debt
approximately six months in advance of its March 2013 maturity.
Given the negative outlook, an upgrade is unlikely at this time.
The last rating action on PHH was March 2, 2009 when its corporate
family and senior unsecured ratings were downgraded to Ba2 from
Ba1 with a negative outlook. The outlook was subsequently changed
to stable from negative on June 30, 2010.
The principal methodology used in rating PHH was Analyzing the
Credit Risks of Finance Companies. Other methodologies and factors
that may have been considered in the process of rating this issuer
can also be found in the Credit Policy & Methodologies directory.
PHH Corporation, headquartered in Mount Laurel, NJ, had reported
assets of $9.3 billion as of September 30, 2011.
PHH CORP: S&P Rates $150-Mil. Convertible Bond Issuance at 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating on
PHH Corp.'s (BB-/Negative/B) proposed $150 million convertible
bond issuance. "Our ratings on PHH reflect our expectation that
the company will build sufficient liquidity to repay $423 million
of senior unsecured debt maturing in March 2013, as well as put in
place adequate sources of liquidity. We expect this could include
the extension of its corporate revolver by more than one year. We
continue to believe that PHH has adequate liquidity to repay its
$249 million in convertible notes due in April 2012," S&P said.
Ratings List
PHH Corp.
Counterparty Credit Rating BB-/Negative/B
New Rating
PHH Corp.
$150 mil. convertible bond issuance BB-
PHH CORP: Fitch Puts 'BB+' Sr. Unsec. Debt Rating on Watch Neg.
---------------------------------------------------------------
Fitch Ratings has placed PHH Corporation's (PHH) long-term Issuer
Default Rating (IDR) and senior unsecured debt rating of 'BB+' on
Rating Watch Negative. Approximately $1.38 billion of debt is
affected by this action.
Fitch also expects to assign a 'BB+' on Rating Watch Negative
rating to the company's proposed issuance of $150 million in
convertible senior notes due 2017 which was announced today. The
senior convertible notes will rank equally with all of PHH's
existing and future unsecured debt obligations.
Today's action reflects PHH's heightened focus on liquidity and
capital management following the company's unsuccessful issuance
of $250 million in senior unsecured notes in 4Q'11 and the
subsequent announcement of the change in the company's leadership.
PHH has some significant unsecured debt maturities coming due in
the next 14 months including, $250 million in convertible notes
due April 2012 and $421 million in senior notes due in March 2013.
Fitch believes that the company has adequate liquidity including,
$322 million in unrestricted cash balance and $510 million in
unsecured revolver capacity as of Dec. 21, 2011, to pay-off the
$250 million in convertible notes.
Fitch notes that PHH has the ability to extend its bank credit
facility for one year beyond the maturity in February 2012
provided it is in compliance with covenants. Fitch estimates that
PHH has cushion under these covenants. Fitch's rating
incorporates the view that PHH will not need to draw on these
lines for near term liquidity needs. Nonetheless, Fitch believes
that the company will have to access the public debt markets to
address the 2013 debt maturities or take actions such as scaling
back origination volume or asset sales, which could negatively
impact the company's core operating profitability.
In resolving the Rating Watch, Fitch will evaluate management's
ability to manage liquidity in light of upcoming debt maturities,
renewal of the bank credit facility on reasonable terms and
conditions, while maintaining adequate cash levels to fund
operating needs and the overall impact of these actions on the
company's long-term operating profitability.
Fitch notes that ratings could be lowered by more than one notch
if PHH is not able to economically access the unsecured debt
market for an extended period of time, and if actions taken by the
management lead to material deterioration in operating
profitability, reducing the net worth covenant cushion under the
revolver and most mortgage-related secured funding facilities.
Fitch places the following ratings for PHH on Rating Watch
Negative:
-- Long-term IDR 'BB+;
-- Senior unsecured 'BB+'.
Fitch affirms the following ratings for PHH:
-- Short-term IDR at 'B';
-- Commercial paper at 'B'.
Fitch has also withdrawn the expected rating of 'BB+' assigned to
the $250 million of senior unsecured notes on Nov. 30, 2011, as
the notes were never issued.
Established in 1946, PHH is the leading outsource provider of
mortgage and fleet management services in the U.S. The company
conducts its business through three operating segments: mortgage
production, mortgage servicing and fleet management services.
PINNACLE ENTERTAINMENT: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings affirms Pinnacle Entertainment, Inc's (Pinnacle)
Issuer Default Rating (IDR) at 'B'. Fitch also affirms Pinnacle's
$410 million senior secured credit facility and approximately $450
million in senior unsecured notes at 'BB/RR1' and roughly $725
million of subordinated notes at 'B-/RR5'. The Rating Outlook is
revised to Positive from Stable.
The Outlook revision to Positive reflects Pinnacle's strong
operating performance, particularly in the Lake Charles and St.
Louis markets; the near-term horizon for the L'Auberge Baton Rouge
project opening (summer 2012); and its solid liquidity position.
With the L'Auberge Baton Rouge opening, Pinnacle should have
leading positions in three distinct markets. Baton Rouge, along
with the continued ramp up at Pinnacle's two St. Louis properties
and market leading position in Lake Charles, offers the credit a
level of diversification and competitive position that is more
commensurate with the higher-end of the 'B' category.
The Positive Outlook suggests that there is a good likelihood of
an upgrade to a 'B+' IDR over the next 12-24 months. However, the
upgrade would be contingent on Pinnacle's financial profile being
able to absorb new competition that is expected to come online
around the 2013-2014 timeframe.
Fitch's base case, which is consistent with an upgrade scenario,
reflects EBITDA approaching $300 million and leverage in the mid-4
times (x) range once Baton Rouge opening anniversaries in the
second half of 2013 but before competition opens and begins to
ramp up. This scenario does not take into account drawing on the
revolver to fund the installation of slots at River Downs, which
may temporarily push leverage closer to 5x as the project reaches
completion.
Around the 2013-2014 timeframe, there is the potential that
Creative Casinos may open its $400 million Mojito Pointe project
in Lake Charles. Pinnacle's L'Auberge Lake Charles accounts for
about a third of Pinnacle's property EBITDA pro forma for the
Baton Rouge opening and captures roughly half of the market share
in Lake Charles. Also around the same timeframe, Rock Ohio
Caesars' Horseshoe Cincinnati will open in second-quarter 2013
(impacts Belterra), and there could be another casino in Bossier
City by 2013 (impacts Bossier City Boomtown).
Fitch expects Pinnacle's leverage to remain below or close to 5.0x
as these projects ramp up, with enough cushion for a 20%-30%
EBITDA decline in Lake Charles; 15%-20% declines at Bossier City
Boomtown and Belterra; and a slow ramp up of L'Auberge Baton
Rouge.
On a latest 12 months (LTM) basis as of Sept. 30, 2011, reported
consolidated adjusted EBITDA was roughly $242 million compared to
$1.2 billion in debt for a debt/EBITDA leverage ratio of 5.0x.
With interest expense running in the $105-$110 million range,
EBITDA/interest coverage is around 2.3x on an LTM basis. Fitch's
base case forecasts this ratio to remain comfortably above 2x as
the new competition ramps up.
Drivers that may place negative pressure on Pinnacle's ratings and
cause Fitch to revise the Outlook back to Stable include:
-- Pinnacle undertaking a significant development outside of
River City phase II or outfitting River Downs for video
lottery terminals (VLTs);
-- Texas legalizing gaming in its 2013 legislative session,
which would place pressure on Pinnacle's Lake Charles and
Bossier City markets;
-- General operating underperformance relative to Fitch's base
case pressuring discretionary FCF to well below $100 million
before competing facilities open;
-- Deterioration in the macro-economic environment. Fitch's
base case currently incorporates the continuation of a slow-
growth recovery in the U.S.
Fitch considers it unlikely that Pinnacle's IDR will move beyond
'B+' in the foreseeable future taking into account the company's
relatively small size, high exposure to limited number of markets,
and the tendency to be an active developer. The ratings also take
into account a longer-term leverage target in the 4x-5x range,
with the potential for temporary spikes slightly above this range
due to conservatively funded development projects.
The higher-end of the 'B' category would give Pinnacle credit for
the prudent bottom-up building of its capital structure; leading,
high quality assets in three distinct markets; increased focus on
operating efficiencies, and solid liquidity.
Adequate Capital to Fund Project Pipeline:
Pinnacle's available liquidity as of Sept. 30, 2011 is at
approximately $386 million, comprised of $368 million available on
its recently expanded credit facility and $18 million of excess
cash. Additional near-term sources of capital include $25 million
expected from the Baton Rouge construction escrow once the project
opens and $22.5 million from the sale of Pinnacle's Reno casino
and related land for a total of $434 million in sources to fund
Pinnacle's $500 million-plus project pipeline.
Project funding requirements include about $260 million that
remains to be funded at Baton Rouge, $82 million for River City
phase II and $175 million-$200 million to install VLTs at River
Downs. This implies an $85 million-$110 million funding
shortfall, which Fitch thinks can be adequately covered by
Pinnacle's discretionary free cash flow (FCF) (remains in excess
of $90 million annually in Fitch's base case).
Solid Liquidity with Good Discretionary FCF Prospects:
Pinnacle has no maturities until $375 million of its 7.5%
subordinated notes comes due in 2015, although the 7.5% notes have
to be refinanced by December 2014 to avoid an acceleration of the
revolver maturity. Covenant headroom is ample and was expanded
when the credit facility was amended in August 2011. Pinnacle's
leverage is likely to peak in the third-quarter 2012, or right
before the opening of Baton Rouge, at which point leverage should
be well below the total leverage covenant threshold of 7.75x.
Fitch considers Pinnacle's discretionary FCF profile within the
following base case context:
-- Adjusted EBITDA in the $250 million-$290 million range. This
takes into account the Baton Rouge opening and the
anticipated cannibalization from the expected competition but
excludes the potential EBITDA from the VLTs at River Downs.
-- Interest expense in the $105 million-$130 million range, with
the higher end of the range assuming that Pinnacle draws on
the revolver to fund VLT installation at River Downs.
-- Cash based tax expense at around $5 million and maintenance
capital expenditures in the $50 million-$65 million range.
The above ranges would imply a discretionary FCF range of $50
million-$130 million. Discretionary FCF for the LTM period ending
Sept. 30, 2011 is roughly $90 million.
Recovery Ratings:
Based on Fitch's recovery analysis, the top of Pinnacle's capital
structure is well over-collateralized resulting in recovery values
that are solid relative to their ranking in the capital structure.
Fitch rates both the bank facility and senior unsecured debt
'BB/RR1', estimating full recovery in the event of default based
on the current capital structure. In its Recovery Rating (RR)
analysis, Fitch estimates an adjusted enterprise value (EV) for
creditor claims of more than $1.2 billion. This comfortably
covers the $410 million credit facility capacity ($32 million
outstanding) and the $450 million of unsecured notes. As a
result, Fitch assigns an unsecured debt rating of 'BB/RR1',
reflecting a three-notch positive differential from the IDR, which
is above the cap of two notches in Fitch's RR criteria.
The subordinated debt rating is 'B-/RR5' (11%-30% recovery
estimate), which benefited from the downsizing of the bank
facility in February 2010 to $375 million from $531 million
(subsequently upsized to $410 million).
As senior debt availability increases or is issued, there could be
additional rating pressure on the RRs for the subordinated and
possibly the senior unsecured debt. Pinnacle's current project
pipeline is fully funded, so incremental debt issuance would be
discretionary/opportunistic at this point.
In the case of an upgrade of the IDR to 'B+', Fitch may revise the
Recovery Rating on the senior unsecured notes to 'RR2', implying a
two notch differentiation from the IDR. This would be to
differentiate the rating on the senior unsecured notes from the
rating on the senior secured revolver.
POST HOLDINGS: Moody's Assigns 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating (CFR)
and Probability of Default Rating (PDR) of Ba3 to Post Holdings,
Inc. ("Post"), and assigned a Speculative Grade Liquidity Rating
of SGL-2. Concurrently, Moody's also rated a total of $1,125
million of proposed debt securities to be issued by Post in
connection with the planned spin-off of the company from Ralcorp
Holdings, Inc. ("Ralcorp"), expected to be completed in the first
quarter of 2012. The outlook is stable.
RATINGS ASSIGNED
Post Holdings, Inc.:
Corporate Family Rating at Ba3;
Probability of Default Rating at Ba3;
Speculative Grade Liquidity Rating of SGL-2;
$175 million proposed Senior Secured Revolver at Baa3(LGD 1,9%);
$175 million proposed Senior Secured Term Loan at Baa3 (LGD 1,
9%);
$775 million proposed Senior Unsecured Notes at B1 (LGD 4, 65%).
RATING RATIONALE
Post's Ba3 CFR is constrained by a number of key challenges
following the spin-off, including relatively weak competitive
position against the leading branded RTE cereal makers, recent
soft operating performance trends, and limited product
diversification and pricing power. The rating also reflects the
unrestrained and well-informed private-label competition the
company will face from former parent, Ralcorp, as well as
governance uncertainties around future growth strategies,
execution risk, and financial policy. The rating is supported by
high operating margins and cash flows, the strong brand equity of
its core ready-to-eat (RTE) cereal brands ? including Honey
Bunches of Oats, Fruity Pebbles and Great Grains ? and manageable
proforma closing leverage (debt/EBITDA) of approximately 4 times.
Moody's views execution as the biggest near-term credit risk as
the new senior management team faces the task of turning around
the branded cereal company that has struggled since it was
acquired by Ralcorp over three years ago. In addition to the
affects from heavy promotional activity in recent years that hurt
overall industry margins and shifted investment away from
innovation, Moody's believes that Post also has suffered from its
own inconsistent innovation, marketing and pricing strategies that
have weakened customers' and consumers' commitment to the Post
cereals brands. In fiscal 2011, net sales decreased 3% in spite of
higher pricing due to a 9% decline in volumes.
"While Moody's anticipate that acquisitions will be an important
part of Post's future growth as an independent company, Moody's
expect that the first order of business will be to stabilize the
company's operating performance, which has been weak and volatile
since it was acquired from Kraft Foods in 2008," said Brian
Weddington, Moody's Senior Credit Officer.
Key members of the new senior management team -- which includes
former Ralcorp Chairman William Stiritz and a number of his former
colleagues from related investment firms -- have successfully
worked together in the past on other turnaround situations such as
Energizer Holdings and Ralston Purina.
Moody's expects 2012 to be another competitive year in the branded
cereal business that will be exacerbated by external factors
including high input costs and a sustained sluggish U.S. economy.
However, Moody's believes that the branded U.S. RTE cereal
category is still very attractive based on its strong double-digit
EBITDA margins, high capacity for innovation, responsiveness to
brand investment, and a moderate exposure to private label
competition. Thus, even in a reasonable downside scenario, which
could include further operating profit declines, Moody's expect
that Post's credit profile should remain within the bounds of the
Ba3 rating category, which is reflected in the stable outlook.
A rating downgrade could result if operational challenges or a
leveraged acquisition causes a significant deterioration in
financial metrics such that debt/EBITDA is likely to be sustained
above 4.5 times or free cash flow falls below $80 million. Until
the company establishes a successful track record as a standalone
entity, an upgrade is unlikely. However, over a longer horizon,
the ratings could be upgraded if Post is able to establish and
sustain stable operating performance and lower debt/EBITDA below
3.75 times.
The principal methodology used in this rating was Global Packaged
Goods Industry published in July 2009.
COMPANY PROFILE
Post Holdings, based in St. Louis Missouri, is a leading
manufacturer of branded ready-to-eat cereals that are sold in the
United States and Canada. Post is the third largest seller of RTE
cereals in the U.S. behind Kellogg and General Mills with an
approximate 11% market share as of the year ended November 2011,
according to A.C. Nielson. The company's brands include Honey
Bunches of Oats, Pebbles, Great Grains, Grape-Nuts, Shredded
Wheat, Raisin Bran, Golden Crisp, Aloha Bits, and Honeycomb. For
the fiscal year ended September 30, 2011 Post generated sales of
$968 million.
On July 15, 2011 Ralcorp Holdings, Inc. announced a plan to
distribute its Post Foods division (Post Holdings) to Ralcorp
shareholders in a tax free spin-off that would result in two
separate publicly-traded entities. The spin-off plan calls for
Post to issue approximately $1.25 billion of debt instruments,
with net cash proceeds of approximately $900 million to be
distributed to Ralcorp through a cash dividend.
QUALITY CARE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quality Care Convalescent Management, Inc.
9474 Chesapeake Drive, Suite 907
San Diego, CA 92123
Bankruptcy Case No.: 12-00220
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Judge: Peter W. Bowie
Debtor's Counsel: Richard L. Hutchinson, Esq.
7855 Ivanhoe Ave., Ste. 455
La Jolla, CA 92037
Tel: (858) 459-4004
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-00220.pdf
The petition was signed by Gary D. Devoir, president.
REDDY ICE: Common Stock Delisted from NYSE
------------------------------------------
The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Reddy Ice Holdings Inc.'s common stock on NYSE.
About Reddy Ice
Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States. With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia. The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R). Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.
The Company also reported a net loss of $36.15 million on $273.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $11.47 million on $260.20 million of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed $460.94
million in total assets, $525.26 million in total liabilities and
a $64.32 million total stockholders' deficit.
* * *
Reddy Ice carries 'B-' issuer credit ratings, with "negative"
outlook, from Standard & Poor's.
As reported by the TCR on Nov. 8, 2011, Moody's Investors Service
lowered Reddy Ice Holdings, Inc.'s corporate family and
probability-of-default ratings to Caa1 from B3, and its $12
million senior discount notes due 2012 to Caa3 from Caa2. Moody's
also lowered the rating on Reddy Ice Corporation's $300 million
first lien senior secured notes due 2015 to B3 from B2 and the
$139 million second lien notes due 2015 to Caa3 from Caa2. The
ratings outlook remains negative. The speculative grade liquidity
rating was affirmed at SGL-3.
The ratings downgrade reflects Moody's expectation that Reddy
Ice's operating performance is unlikely to materially improve over
the foreseeable future given the uncertain macro environment and
the competitive nature of the U.S. packaged ice industry.
REFCO INC: Court Says Lawyer Joseph Collins Will Get a New Trial
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a lawyer convicted
for his role in a multibillion-dollar fraud at defunct commodities
broker Refco Inc. will get a new trial, a federal appeals court
said.
About Refco Inc.
Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base. Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore. Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products. Refco was one of the largest global clearing firms for
derivatives. The Company had operations in Bermuda.
The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors. Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.
The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006. That Plan became effective on Dec. 26,
2006. Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.
Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Refco Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
REFLECT SCIENTIFIC: Receives Exclusive Title to Two US Patents
--------------------------------------------------------------
A Settlement Agreement and Mutual Release of the legal action
involving Reflect Scientific Inc. was reached on Dec. 22, 2011.
Under the terms of the Agreement, Reflect receives exclusive title
to US Patents 7,621,148 B1 and 6,804,976 B1. Patent 7,621,148 B1
relates to an ultra-low temperature freezer for preserving
payloads, including biological materials, at predetermined and
programmed variable temperatures in a range from -40 degrees C to
-150 degrees C. Patent 6,804,976 B1 relates to a thermal tubing
structure that provides a thermal exchange system for high
reliability in a thermal chamber, such as a freezer.
In addition Reflect will receive 1,130,000 shares of its common
stock previously issued, which stock will be cancelled.
Under terms of the Agreement, both parties release and dismiss any
and all claims, demands, damages, costs and attorneys' fees
related to the action.
About Reflect Scientific
Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market. Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.
The Company reported a net loss of $768,948 on $1.6 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $1.6 million on $1.8 million of revenues for the same
period of 2010.
The Company's balance sheet at Sept. 30, 2011, showed
$4.37 million in total assets, $4.44 million in total liabilities,
and a stockholders' deficit of $73,885.
As reported in the TCR on April 8, 2011, Mantyla McReynolds, LLC,
in Salt Lake City, Utah, expressed substantial doubt about Reflect
Scientific's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has experienced recurring losses from operations and
negative operating cash flows from operations, and is in default
on its debentures, which matured June 30, 2009.
RUTHERFORD CONSTRUCTION: Reorganization Case Converted to Ch. 7
---------------------------------------------------------------
The Hon. Ross W. Krumm of the U.S. Bankruptcy Court for the
Western District of Virginia converted the Chapter 11 case of
Rutherford Construction, Inc., to one under Chapter 7 of the
Bankruptcy Code.
The Court also ordered that:
-- The Debtor or trustee in the case will file with the Court a
final report and account. The report will include a schedule
of unpaid debts incurred after commencement of the superseded
case.
-- If an order confirming a plan was entered in the superseded
case, the Debtor or trustee will file with the Court (A) a
schedule of property not listed in the final report and
account, which property was acquired after the filing of
original petition but before the entry of the conversion order;
(B) a schedule of unpaid debts not listed in the final report
and account, additionally in matrix form, incurred after
confirmation but before entry of the conversion order; and (C)
a schedule of executory contracts entered into or assumed after
the filing of the original petition but before entry of the
conversion order.
About Rutherford Construction, Inc.
Fishersville, Virginia-based, Rutherford Construction, Inc., filed
for Chapter 11 protection (Bankr. W.D. Va. Case No. 11-50346) on
March 15, 2011. George I. Vogel, II, Esq., at Vogel & Cromwell
represents the Debtor in its restructuring effort. The Debtor
disclosed $10,667,204 in assets and $15,282,384 in liabilities as
of the Chapter 11 filing.
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three members to the official committee of unsecured creditors in
the Debtor's cases.
SEALY CORP: BART Partners Discloses 5% Equity Stake
---------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, BART Partners, LLC, disclosed that, as of Jan. 4,
2012, it beneficially owns 5,088,597 shares of common stock of
Sealy Corporation representing 5.05% of the shares outstanding. A
full-text copy of the filing is available at http://is.gd/BPVC2I
About Sealy Corp.
Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008. The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.
The Company reported a net loss of $902,000 on $305.53 million of
net sales for the three months ended Feb. 27, 2011, compared with
net income of $5.71 million on $311.88 million of net sales for
the three months ended Feb. 28, 2010.
The Company's balance sheet at Aug. 28, 2011, showed $947.85
million in total assets, $1 billion in total liabilities and a
$57.10 million total stockholders' deficit.
Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.
SEQUENOM INC: Highlights 2011 Performance and Accomplishments
-------------------------------------------------------------
Sequenom, Inc., announced highlights of the Company's 2011
performance and accomplishments, as well as preliminary activities
and goals for the first part of 2012.
Initial 2011 Performance Results
* Total revenue growth of approximately 23 percent year-over-
year for 2011 (unaudited).
* Over 21,000 total prenatal and retinal diagnostic tests were
billed during the year.
* Sales in the Genetic Analysis business segment were up
approximately 6 percent from 2010 (unaudited), each quarter
improving over the same period in the prior year.
* Positive results following the October 2011 launch of
Sequenom Center for Molecular Medicine's (Sequenom CMM)
MaterniT21 laboratory developed test (LDT):
* The MaterniT21 LDT is now available for sale through Sequenom
CMM in all 50 states in the U.S., including New York.
* The Company received its first payments as an out-of-network
provider from major commercial payors within the first
billing cycle post-launch.
* At the close of the year, a new blood draw tube was
introduced for the collection of MaterniT21 samples, allowing
for blood to be drawn directly at a doctor's office and
shipped at ambient temperature.
"The accomplishments achieved in 2011, particularly in the last
quarter with the launch and positive trajectory of the MaterniT21
LDT, are a reflection of the Company's dedication to achieving our
mission to deliver genetic analysis solutions to improve patient
care," said Harry F. Hixson, Jr, Ph.D., Chairman and CEO of
Sequenom. "2011 was a year primarily dedicated to reaching our
research and development goals, all of which we met. In 2012, our
primary focus will be on effective commercialization with an
emphasis on the MaterniT21 LDT."
Looking forward to 2012, Sequenom CMM will continue to expand
commercialization of the MaterniT21 LDT, among its other
offerings. The laboratory has established an internal corporate
goal of billing a minimum of 25,000 MaterniT21 tests this year,
while increasing the sales force head count for the diagnostics
business to more than 50 active field sales representatives. In
addition, study results determining the accuracy of the MaterniT21
LDT in detecting two additional fetal abnormalities, Trisomy 13
and Trisomy 18, are scheduled to be published in a peer-reviewed
journal during the first quarter of this year.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
Sequenom reported a net loss of $120.85 million on $47.45 million
of total revenue for the year ended Dec. 31, 2010, compared with a
net loss of $71.01 million on $37.86 million of total revenue
during the prior year.
The Company also reported a net loss of $51.98 million on
$40.42 million of total revenues for the nine months ended Sept.
30, 2011, compared with a net loss of $98.82 million on $33.70
million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2011, showed
$152.99 million in total assets, $42.13 million in total
liabilities and $110.85 million in total stockholders' equity.
Ernst & Young LLP of San Diego, California, in its audit report
attached to the 2010 financial statements, did not include a going
concern qualification for Sequenom. E&Y, in its report on the
2009 results, expressed substantial doubt against Sequenom's
ability as a going concern, noting that the Company "has incurred
recurring operating losses and does not have sufficient working
capital to fund operations through 2010."
SHALAN ENTERPRISES: Kleins Plan Docs After Settlement
-----------------------------------------------------
Creditors Perry and Rita Klein have served notice with the
Bankruptcy Court of the conditional withdrawal of their disclosure
statement filed in the Chapter 11 case of Shalan Enterprises, LLC,
based upon the Debtor complying with the court approved Settlement
Agreement with the Kleins, which agreement was approved by the
Court on July 11, 2011.
The plan of creditors Perry and Rita Klein proposed for Shalan
Enterprises, LLC, contemplates the sale or transfer certain real
property to the creditors to satisfy the debt and pay the
creditors in full. The principal objective of the Plan is to
maximize the value of the Estate for the benefit of the creditors
through an orderly sale of some of the assets. The sale will be
accomplished through the means of a Trustee.
About Shalan Enterprises
Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties. Shalans'
business is to hold 34 of Alan Rapoport's real estate holdings.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-43263) on Nov. 25, 2009. The Company has
assets of $12,540,000, and total debts of $7,426,313.
Shalan Enterprises' case is substantially consolidated with the
case of Alan Rapoport, who filed Chapter 11 bankruptcy (Case No.
09-43499) on Nov. 30, 2009.
Joseph A. Eisenberg, Esq., Thomas M. Geher, Esq., and Alexis M.
McGinness, Esq., at Jeffer Mangels Butler & Mitchell LLP, in Los
Angeles, Calif., represent the Consolidated Debtors as counsel.
SHALAN ENTERPRISES: Court Confirms Chapter 11 Plan
--------------------------------------------------
On Jan. 5, 2012, the U.S. Bankruptcy Court for the Central
District of California confirmed the Amended Joint Chapter 11 Plan
of Reorganization of Shalan Enterprises, LLC, and Alan Rapoport.
Class 10 voted unanimously to accept the Plan. The Court
overruled the Klein Objection, citing that the Klein Objection
cites, and relies upon, no provision of the Code in support of its
Objection.
Not later than May 4, 2012, the Reorganized Debtor will file a
status report explaining what progress has been made toward
consummation of the Plan.
The Bankruptcy Court approved on Nov. 10, 2011, the adequacy of
the amended disclosure statement filed in the Debtors' Chapter 11
cases.
As previously reported in the TCR, the Debtors' plan will be
funded by the following: (i) available cash on the Effective Date;
and (ii) cash available after the Effective Date from, among other
things, the funds which may be received by the Reorganized Debtor
from the ownership, operation and sale or liquidation of the
Debtor's assets, the collection of rents, and monies which the
Court approved Debtor to borrow.
The Reorganized Debtor will allocate $5,000 per month to be
distributed pro rata to each of the holders of an Allowed
Class 10 Unsecured Claim. Debtor anticipates that based on this
installment payment schedule, each Allowed Class 10 Claim will be
satisfied in full, with interest, within a period of two (2)
years.
Perry Klein filed a proof of claim in the amount of $9,715,869.
Debtor and Klein reached an agreement whereby Debtor agreed to pay
Klein $4.75 million, payable in a combination of cash and various
single family dwellings. The Klein Settlement involves the
transfer, free and clear of all liens and encumbrances, of 10
residential properties, seven of which were initially transferred,
with the remaining three properties to be transferred in intervals
thereafter. The initial phase of the Klein Settlement was
consummated on Sept. 1, 2011, including the payment to Klein of
$500,000 in cash, and the seven properties were transferred, free
and clear of all encumbrances.
As part of the second phase, three additional properties or the
Designated Value of those properties (as defined in the Settlement
Agreement) will be transferred to Klein on a monthly basis, with
the last property or its Designated Value to be distributed to
Klein by no later than Nov. 21, 2011.
A day after receiving approval of the disclosure statement, Shalan
Enterprises, LLC, and Alan Rapoport filed an amended disclosure
statement relating to their Joint Chapter 11 Plan, dated Nov. 1,
2011.
A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/shalanenterprises.doc326.pdf
On Dec. 2, 2011, creditors Perry and Rita Klein filed with the
Bankruptcy Court their objection to confirmation of the Amended
Joint Plan of Reorganization dated Nov. 1, 2011. The Kleins told
the Court that the Debtor has not made the payments that were due
under the final payment on Nov. 21, 2011. Further, the Debtor has
closed the property late and has not turned over the rent when
due. Thus, the Kleins requested that the Plan not be confirmed
until the breach is cured.
Counsel for Perry and Rita Klein can be reached at:
Leslie A. Cohen, Esq.
LESLIE A. COHEN LAW PC
506 Santa Monica Blvd., Suite 200
Santa Monica, CA 90401
- and -
David J. Winterton, Esq.
DAVID J. WINTERTON & ASSOC., LTD.
211 N. Buffalo Drive, Suite A
Las Vegas, NV 89145
About Shalan Enterprises
Marina Del Rey, California-based Shalan Enterprises, LLC, a Nevada
limited liability company, was formed in 1999 for the purpose of
owning, operating and leasing and/or selling properties. Shalans'
business is to hold 34 of Alan Rapoport's real estate holdings.
The Company filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-43263) on Nov. 25, 2009. The Company has
assets of $12,540,000, and total debts of $7,426,313.
Shalan Enterprises' case is substantially consolidated with the
case of Alan Rapoport, who filed Chapter 11 bankruptcy (Case No.
09-43499) on Nov. 30, 2009.
Joseph A. Eisenberg, Esq., Thomas M. Geher, Esq., and Alexis M.
McGinness, Esq., at Jeffer Mangels Butler & Mitchell LLP, in Los
Angeles, Calif., represent the Consolidated Debtors as counsel.
SHINGLE SPRINGS: Moody's Keeps 'Caa2' But Outlook Negative
----------------------------------------------------------
Moody's Investors Service changed Shingle Springs Tribal Gaming
Authority's rating outlook to negative from stable. Authority's
Caa2 Corporate Family Rating, Caa2 Probability of Default Rating
and Caa2 senior notes rating remain unchanged.
The ratings are:
-Corporate Family Rating at Caa2
-Probability of Default Rating at Caa2
-$450 million senior notes due June 2015 at Caa2 (LGD4, 52%)
RATINGS RATIONALE
The outlook revision to negative considers Moody's concern over
the recent El Dorado County's court ruling against the Authority
over the canceled gaming contract, that resulted in jury award in
the excess of $30 million to Sharp Image Gaming, Inc ("Sharp
Image"), Authority's former business partner. The revision of
rating outlook to negative acknowledges the uncertainty
surrounding higher court's final determination and Tribe's ability
to fund the payment if the appeal process is unsuccessful. While
the tribe indicated in its press release that it will appeal, it's
difficult for Moody's to gauge the timing of the appeal process as
well as the final outcome. According to the bond indenture
governed the senior notes, if the Tribe is ultimately found liable
and a final non-appealable judgment in excess of $10 million is
not paid, discharged or stayed over 60 days of its due date, an
event of default would be triggered under the Authority's senior
notes indenture. In addition, Moody's anticipates the Authority
would likely not have sufficient financial resources to fund the
litigation payment by the tribe if the lower district court's
decision is upheld, considering the Authority's run-rate operating
performance, modest unrestricted cash balance, and lack of
external liquidity facility backstop.
The ratings could be downgraded if Authority's liquidity
deteriorates for any reason or an event of default in the bond
indenture occurs.
Given the Authority's high leverage, Moody's does not anticipate
upward rating momentum in the near term. The rating outlook could
return to stable if the higher court rules to dismiss the case
against the Tribe and liquidity remains adequate.
The principal methodologies used in this rating were Global Gaming
published in December 2009, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Shingle Springs is an unincorporated governmental authority of the
Shingle Springs Band of Miwok Indians. The Authority was formed to
develop, own and operate the Red Hawk Casino, which opened on
December 17, 2008 near Sacramento, California.
SINO-FOREST: In Talks With Note Holders on Waiver from Defaults
---------------------------------------------------------------
Sino-Forest Corporation provided an update concerning the status
of its efforts to obtain waivers of its default from its note
holders in respect of its Senior Notes due 2014 and its Senior
Notes due 2017, and commented on the status of its historic
financial statements.
As disclosed in the Company's December 18, 2011 press release,
Sino-Forest received written notices of default dated Dec. 16,
2011 in respect of its Senior Notes due 2014 and its Senior Notes
due 2017. An "Event of Default" under the Senior Note Indentures
will have occurred if Sino-Forest fails to cure or otherwise fails
to address the breach of indenture giving rise to the notices of
default within 30 days following receipt of the notices. The
Company will not be able to file the 2011 third quarter financial
results and cure the default within the 30 day cure period.
The Company's breach of the Senior Note Indentures relating to the
Q3 Results can be waived for a series of Senior Notes by the
holders of at least a majority in principal amount of that series.
The Company has been in discussions with an ad hoc committee of
note holders that hold a substantial portion of the Company's four
series of senior and convertible notes. The Company and the ad
hoc committee have negotiated the terms under which the defaults
under the Senior Notes will be waived. While there is no
assurance that waivers will be obtained, the Company is optimistic
that holders of a majority in principal amount of its Senior Notes
due 2014 and its Senior Notes due 2017 will agree to waive the
breach within the 30 day cure period.
On November 15, 2011, Sino-Forest announced, among other things,
that it was deferring the release of the Q3 Results until certain
issues could be resolved to the satisfaction of the Board of
Directors. The issues included (a) determining the nature and
scope of the relationships between Sino-Forest and certain of its
authorized intermediaries and suppliers and among certain
authorized intermediaries and suppliers, as discussed in the
Second Interim Report of the Independent Committee of the Board of
Directors publicly released on November 15, 2011, and (b) the
satisfactory explanation and resolution of issues raised by
certain documents identified by the advisors to the Independent
Committee, by counsel to the Company, by the Company's auditor
Ernst & Young and by staff of the Ontario Securities Commission.
The Company has worked diligently since November 15, 2011 and
believes it has made progress in resolving outstanding issues. As
disclosed in the Company's December 12, 2011 press release, there
is no assurance that the Company will be able to release the Q3
Results or, if able, as to when such release will occur. For the
same reasons, there is also no assurance that the Company will be
able to release audited financial statements for its 2011 fiscal
year.
As was indicated in the Company's December 12, 2011 press release,
the circumstances that could cause the Company to be unable to
release the Q3 Results could impact the Company's historic
financial statements. For this reason, the Company cautions that
the Company's historic financial statements and related audit
reports should not be relied upon. The Company continues its
efforts to resolve the outstanding issues described above. The
Company believes that if it is successful in releasing its Q3
Results and in obtaining an audit opinion for its 2011 fiscal
year, those efforts will resolve any issues associated with the
reliability of the Company's historic financial statements.
About Sino-Forest
Sino-Forest Corporation is a commercial forest plantation operator
in China. Its principal businesses include the ownership and
management of tree plantations, the sale of standing timber and
wood logs, and the complementary manufacturing of downstream
engineered-wood products. Sino-Forest also holds a majority
interest in Greenheart Group Limited , a Hong-Kong listed
investment holding company with assets in Suriname (South America)
and New Zealand and involved in sustainable harvesting, processing
and sales of its logs and lumber to China and other markets around
the world. Sino-Forest's common shares have been listed on the
Toronto Stock Exchange under the symbol TRE since 1995. Learn more
at http://www.sinoforest.com/
SORRENTO MESA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sorrento Mesa Hand Car Wash & Spa, Inc.
6609 Mira Mesa Blvd.
San Diego, CA 92121
Bankruptcy Case No.: 12-00213
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Southern District of California (San Diego)
Judge: Laura S. Taylor
Debtor's Counsel: Craig S. Trenton, Esq.
LAW OFFICE OF CRAIG S. TRENTON
2150 Fourth Avenue
San Diego, CA 92101
Tel: (619) 544-0669
Fax: (619) 544-0233
E-mail: trentonlaw@gmail.com
Scheduled Assets: $1,707,660
Scheduled Liabilities: $3,660,503
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-00213.pdf
The petition was signed by Iqar Ahmad, CEO.
SOVRAN LLC: Benaroya & Timberland Bank Object to Disclosures
------------------------------------------------------------
First-position secured lender Benaroya and second-position secured
lender Timberland Bank object to the approval of the disclosure
statement filed in Sovran LLC's Chapter 11 case, citing:
A. Value of Raw Land is Degraded by Plan.
Benaroya and Timberland Bank object to the statements that the
value of the raw land is greater than the total indebtedness, that
there is an equity cushion and adequate protection, and that the
sale of the raw land into smaller parcels will increase the value
of the raw land assembled. Further, Benaroya is of the opinion
that the raw land will decrease in value under the proposed plan.
B. Condition and Performance of Debtor in Chapter 11 Proceedings.
Benaroya and Timberland Bank submit that all evidence of offers,
letters of intent, and loan commitments, by whom, the price or
commitment amount, and when, for the subject raw land for the past
two years should be identified. Further, any post-petition
obligations should be identified by the name of the creditor
(including Lewis County property taxes), when the obligation was
incurred, the amount of the obligation if monetary and the nature
of the obligation if not monetary, and whether each obligation has
been satisfied or not and by whom. The Debtor should also
identify whether liability and property insurance is in place as
primary or additional insureds, or both, the nature of the
insurance, the insurers, the policy limits of each policy and
deductibles, and whether the premiums have been paid and by whom.
C. Debtors' Insiders.
Non-insiders, who were not present at the Aug. 11, 2011 Debtor's
examination, need to know that 99% of the scheduled unsecured
claims are held by insiders. A description of the business,
familial, and lending relationship with each scheduled unsecured
creditor, except for the Bader Martin accounting firm and the
DeTray Family Partnership, needs to be disclosed so that the non-
insider voters understand that the proposed plan is for the
benefit of the equity-interest holders who plan to retain their
interest and who are not supplying new value during the life of
the proposed plan.
D. Miscellaneous Objections.
For the purposes of voting, Benaroya and Timberland Bank should
each receive a ballot for Class 2 voting and a ballot for Class 3
voting should the Court find that one or both are partially
secured claimants. Also, much of the remaining portions of the
proposed disclosure statement and related plan were hastily filed
in response to Benaroya's motion for relief from stay on the
ground that this bankruptcy case was a bad-faith filing. Debtor's
counsel should revise its proposed disclosure statement to
incorporate the necessary adequate information and to correct the
many typographical errors.
Benaroya and Timberland Bank each reserves its right to file a
final objection on Dec. 15, 2011.
Counsel for Benaroya may be reached at:
Alan Bornstein, Esq.
JAMESON BABBITT STITES & LOMBARD, P.L.L.C.
999 Avenue, Suite 1900
Seattle, WA 98104-4001
Tel: (206) 292-1994
(206) 292-1995
E-mail: abornstein@jpsl.com
Counsel for Timberland Bank may be reached at:
Mark Waldron, Esq.
ORLANDINI & WALDRON, PSC
6711 Regents Blvd.
Tacoma, WA 98466
Tel: (253) 565-5800
E-mail: mark@orlandini-waldron.com
As reported in the TCR on Nov. 24, 2011, Sovran, LLC, filed with
the U.S. Bankruptcy Court for the Western District of Washington a
Disclosure Statement explaining the proposed Plan of
Reorganization dated Nov. 2, 2011.
According to the Disclosure Statement, the Debtor will continue to
market the property -- a commercial piece of real property located
between Military Road and Interstate 5, in Winlock, Washington,
and obtain sales of all or any part of the property. The liens
securing claims will be modified in accordance with the Bankruptcy
Code's provisions to permit sales of partial parcels, with deed
release provisions specifying the amount to be paid to the holders
of secured claims based on a certain price per square foot.
According to the Debtor's calculations, at the current market
prices, the sale of approximately 35% of the property will retire
the entire amount of secured claims. In the unlikely event that
no sale has taken place by the sixth anniversary of the Plan's
confirmation date, then 50 acres of property will be transferred
to the holder of the first position deed of trust, subject to the
tax claims of Lewis County. The value of that portion of the
property, as determined by the Bankruptcy Court, will be applied
to interest and costs and then to the principal of the claim.
At each subsequent six month anniversary a similar transfer will
occur if there are no intervening sales.
The holders of Class 3 allowed unsecured claims will receive pro
rata distributions from the an Unsecured Creditor's Fund.
The members in the Debtor will retain their membership interest,
but no distributions will be made to any members until all
creditors have been paid in full.
Payments will be made at various times after confirmation. The
Debtor relates that most recent appraisal values the property at
over $18,000,000, which indicates that there is an equity cushion
protecting the secured creditors of over $10,000,000. The deed
release calculations were based on fully retiring the outstanding
secured debt, including interest after the sale of approximately 7
million square feet of property. At all points during the sell
out process all the secured creditors will be adequately protected
by the substantial equity cushion in the property.
A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SOVRANLLC_DS.pdf
About Sovran LLC
Sovran LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 11-45107) on June 23, 2011. Richard G. Birinyi, Esq., and
Lawrence R. Ream, Esq., at Bullivant Houser Bailey PC, in Seattle,
Washington, serve as counsel. In its schedules, the Debtor
disclosed $18,968,289 in assets and $11,619,450 in liabilities.
SP NEWSPRINT: Seeks Clearance to Pay Underfunded Pension Plans
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that SP Newsprint Holdings LLC is
seeking permission to quickly dole out payments to its underfunded
pension plans, warning that a failure to do so could result in big
penalties.
About SP Newsprint
Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.
SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant. It is one of the largest
producers of newsprint in North America. SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.
SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years. Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.
Judge Christopher S. Sontchi presides over the case. Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel. Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel. AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent. In its petition, SP Newsprint Holdings
estimated $100 million to $500 million in assets and debts. The
petitions were signed by Edward D. Sherrick, executive vice
president and chief financial officer.
STATION CASINOS: S&P Assigns 'CCC+' Rating to $625MM Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Station Casinos LLC's $625 million senior notes due 2018 its
'CCC+' issue-level rating (two notches lower than the 'B'
corporate credit rating) and a '6' recovery rating, indicating its
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default.
"At the same time, we revised upward our recovery rating on
Station Casinos' senior secured debt (Propco credit facilities) to
'3' from '4'. Our issue-level rating on these facilities remains
at 'B' in accordance with our notching criteria for a recovery
rating of '3', which reflects our expectation for meaningful (50%
to 70%) recovery for lenders in the event of a payment default,"
S&P said.
"In addition, we revised downward our recovery rating on Station
GVR Acquisition LLC's (GVR) second-lien term loan to '6' from '4'
and lowered our issue-level rating on this debt to 'CCC+' (two
notches lower than our 'B' corporate credit rating on parent
company Station) from 'B' in accordance with our notching
criteria. The recovery rating of '6' reflects our expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default," S&P said.
"The revised recovery ratings reflect the recent conversion of
Station Casinos' $625 million term loan B-3 for the $625 million
senior notes. This scenario and potential rating outcomes were
previously discussed in our recovery reports on Station Casinos
LLC and Station GVR Acquisition LLC, published Aug. 18, 2011 on
RatingsDirect. Our estimate of consolidated EBITDA at default and
valuation is lower with the senior notes in the capital structure
than our previous analysis because the senior notes have a lower
interest rate at default than that assumed for the former B-3
loan. The previous analysis reflected an increase in interest
rates for the B-3 loan, as well as for the credit facilities at
Station Casinos' other subsidiaries, resulting from higher market
rates and the assumed credit deterioration inherent in our
simulated default scenario," S&P said.
For the remaining Propco credit facilities, the lower amount of
secured debt outstanding at default more than offset the lower
dollar amount of net enterprise value allocated to the Propco
debt. For Station GVR's second-lien term loan, its recovery value
decreased because of the lower dollar amount of net enterprise
value allocated to this entity and available to the second-lien
lenders.
"Our 'B' corporate credit rating reflects our view of the credit
quality of the consolidated Station Casinos LLC portfolio of
properties and assets following its emergence from bankruptcy,"
said Standard & Poor's credit analyst Melissa Long, "despite the
fact that different operating subsidiaries secure different pieces
of the capital structure." "Given our perception of the strategic
relationships between these entities and their common management
and ownership, we expect management will make decisions regarding
operating and financial strategies with a view toward the
collective group of companies. We believe that if a payment
default were to occur on Station Casinos' credit facilities (the
Propco debt) or at one of its subsidiaries, including NP Opco
LLC (Opco) or Station GVR Acquisition LLC (GVR), management would
consider alternatives regarding the capital structure of the
consolidated group, which would likely include a comprehensive
restructuring or a bankruptcy filing."
"The stable rating outlook reflects our expectation that credit
measures will remain at a level in line with a 'B' corporate
credit rating over the intermediate term and that the company will
use moderate levels of free cash flow to repay debt over the next
several years. We have factored an expectation that EBITDAM will
grow in the low-single-digit area in 2012. Under these performance
assumptions, we expect our measure of the company's adjusted
leverage to improve to the mid-7x area by the end of 2012 and
believe interest coverage will remain greater than 2x, both
supportive of the rating," S&P said.
"A downgrade could occur if operating performance is meaningfully
weaker than our current expectations, which would likely be the
result of destabilization in the Las Vegas locals gaming market as
a result of further economic disruption. Any movement toward a
higher rating is unlikely until leverage improves to below 7x,
which we do not anticipate over the next several years," S&P said.
TALON THERAPEUTICS: Signs $11-Mil. Investment Pact with Warburg
---------------------------------------------------------------
Talon Therapeutics, Inc., entered into an Investment Agreement
with Warburg Pincus and Deerfield Management, its largest
shareholders, for the sale of $11 million in preferred stock.
Talon intends to use the net proceeds from the financing to
advance its clinical development and regulatory activities for
Marqibo, and for general corporate purposes. The Investment
Agreement provides an option for the investors to purchase up to
an additional $60M in preferred stock within one year following an
accelerated approval of Marqibo.
"We are pleased Warburg Pincus and Deerfield continue to support
the Company's initiatives. This $11 million will primarily fund
our efforts to obtain FDA approval for Marqibo, which has a PDUFA
date of May 13, 2012. The potential for subsequent cash infusions
from this financing will support the launch of Marqibo in the U.S.
and Marqibo's two ongoing Phase 3 programs," said Steven R.
Deitcher, M.D., President and Chief Executive Officer and Board
Member of Talon Therapeutics.
Terms of the Financing
On Jan. 9, 2012, the Company entered into an Investment Agreement
for the sale of up to $71 million of Preferred Stock, and closed
on the sale of 110,000 shares of Series A-2 Preferred Stock ($11
million), at a per share sale price of $100. The Series A-2
Preferred Stock is convertible into shares of the Company's common
stock at an initial conversion price of $0.30, subject to
customary adjustments. From the date of the Investment Agreement
until the first anniversary of the Company's receipt of marketing
approval from the FDA for Marqibo, the investors have the right to
invest up to an additional $60 million in Series A-3 Preferred
Stock, which is initially convertible into common stock at a
conversion price of $0.35, subject to customary adjustments. Upon
issuance, the Series A-2 and A-3 Preferred Stock will accrete at
9% per annum, among other provisions.
In June 2010, the Company had previously entered into an
investment agreement with Warburg Pincus and Deerfield Management
that provided for a financing of up to $100 million in preferred
stock. Of such total, $40 million was invested at a conversion
price of $0.736. Effective with the completion of this new
financing, the unused $60 million in available options from the
June 2010 financing have been terminated.
Roth Capital Partners, LLC, served as financial advisor to a
special committee of Talon's board of directors and provided a
fairness opinion in connection with the transaction.
A full-text copy of the Form 8-K is available at:
http://is.gd/Hlsk8f
About Talon Therapeutics
Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care. The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas. The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.
Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc. The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.
The Company's balance sheet at June 30, 2011, showed
$11.58 million in total assets, $38.08 million in total
liabilities, $30.64 million in redeemable convertible preferred
stock, and a $57.14 million total stockholders' deficit.
The Company reported a net loss of $25.98 million for the year
ended Dec. 31, 2010, compared with a net loss of $24.14 million
during the prior year. The Company does not generate any
recurring revenue and will require substantial additional capital
before it will generate cash flow from its operating activities,
if ever. The Company does not currently have sufficient capital
to fund its entire development plan beyond 2011.
As reported by the TCR on April 1, 2011, BDO USA, LLP, in San
Francisco, Calif., expressed substantial doubt about the Company's
ability to continue as a going concern. BDO noted that the
Company suffered recurring losses from operations and has a net
capital deficiency.
TAMPA HOTEL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Tampa Hotel, LLC
29850 Northwestern Hwy., Ste. 200
Southfield, MI 48034
Bankruptcy Case No.: 12-40453
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Marci B. McIvor
Debtor's Counsel: Mark H. Shapiro, Esq.
STEINBERG SHAPIRO & CLARK
25925 Telegraph Rd., Suite 203
Southfield, MI 48033-2518
Tel: (248) 352-4700
Fax: (248) 352-4488
E-mail: shapiro@steinbergshapiro.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
In its list of 20 largest unsecured creditors, the Company placed
only one entry:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Premier American Bank, N.A. $10,000,000
1255 Tamiami Trail
Port Charlotte, FL 33953
The petition was signed by Amer Asmar, manager.
TELLICO LANDING: Has Plan to Unsec. Creditors in Full in 5 Years
----------------------------------------------------------------
Tellico Landing, LLC, has filed a second disclosure statement in
support of its Chapter 11 Plan. Under the Debtor's Plan, all
creditors will be paid in full.
The Plan is based upon the Court approving its motion for approval
of up to $2,750,000 in secured super priority debtor-in-possession
financing from Heritage Solutions, LLC. As soon as possible upon
that approval being made, the Debtor will commence the sale of
lots at Rarity Pointe.
The Debtor projects sales of lots and tracts over the next 48 to
60 months to exceed $22,000,000 based upon current market
conditions, new pricing, and the marketing effort that will be put
in place.
Should the DIP financing not be approved, the Debtor will retain
an events marketing company and proceed to sell the lots over a 24
month period. The [marketing] company will fund the marketing
program. From every lot sold, the marketing company will be paid
35% as its fee and WindRiver will receive a fixed amount for the
release of its lien on that lot. It is anticipated that all
creditors will be paid in full by Sept. 15, 2013.
Class 4 WindRiver Investments, LLC, which purportedly holds a
first mortgage on the real property of the Debtor, will, to the
extent that it can show it has a proper claim, will be paid in
full in 5 years from the date of confirmation through sales of
lots at Rarity Pointe. The amount believed to be owed is
approximately $7,400,000. Payment of any principal will be
subordinated to the DIP financing provided by Heritage Solutions,
LLC. Should lot sales at the end of the 5 year term not be
sufficient to pay WindRiver, the Debtor will refinance the
remaining debt and pay the remaining balance, if any, within 15dys
of the end of the 5 year period.
Class Five unsecured non-insider creditors, owed $92,071, will be
paid their claim in full over 60 months at 4% interest. The
principals of the Debtor to the extent they wish to retain their
interests will fund the payments.
The principals of the Debtor, LTR Properties, Inc., Robert
Stooksbury, and Ward Whelchel, will retain their respective
interests in the Debtor only to the extent to which they provide
new value to the Debtor. LTR has agreed to guarantee the
repayment of the funds provided by the DIP lender and to repay the
unsecured members of Class Four. Additionally, LTR will
contribute the 12% of sales to which it is entitled towards the
overhead and administrative costs of the Debot during the Plan, if
needed.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/tellicolanding.doc131.pdf
About Tellico Landing
Tellico Landing, LLC, based in Maryville, Tennessee, is engaged in
the development and sale of an upscale residential community along
and near Tellico Lake known as "Rarity Pointe". The Company filed
for Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 11-33018) on
June 27, 2011. The case has been assigned to Judge Marcia
Phillips Parsons. Thomas Lynn Tarpy, Esq., of Hagood Tarpy & Cox
PLLC, represents the Debtor. The Debtor scheduled $40,444,352 in
assets and $8,532,455 in liabilities. The petition was signed by
Michael L. Ross, its chief manager.
The United States Trustee said that a committee under 11 U.S.C.
Sec. 1102 has not been appointed in the Tellico case because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.
THISTLE DOWNS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Thistle Downs Limited Partnership
631 U.S. Highway 1, Ste. 406
North Palm Beach, FL 33408
Bankruptcy Case No.: 12-10569
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Paul G. Hyman Jr.
Debtor's Counsel: Michael J. Ryan, Esq.
P.O. Box 14909
North Palm Beach, FL 33408
Tel: (561) 309-2226
E-mail: mikeryan32645@yahoo.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 13 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-10569.pdf
The petition was signed by Walter J. Mackay, Jr., Ltd. partner and
president Corp. general partner.
Affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
Walter J. Mackay, Jr. 11-41889 11/17/11
THISTLE GOLF: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thistle Golf Club Limited Partnership
631 U.S. Highway 1, Ste. 406
North Palm Beach, FL 33408
Bankruptcy Case No.: 12-10571
Chapter 11 Petition Date: January 9, 2012
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Erik P. Kimball
Debtor's Counsel: Michael J. Ryan, Esq.
P.O. Box 14909
North Palm Beach, FL 33408
Tel: (561) 309-2226
E-mail: mikeryan32645@yahoo.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flsb12-10571.pdf
The petition was signed by Walter J. Mackay, Jr., president Corp.
general partner, Thistle Ventures, Inc.
Affiliate that filed separate Chapter 11 petition:
Petition
Debtor Case No. Date
------ -------- ----
Walter J. Mackay, Jr. 11-41889 11/17/11
TRIDENT MICROSYSTEMS: Receives Delisting Notice From Nasdaq
-----------------------------------------------------------
On Jan. 9, 2012, Trident Microsystems, Inc., received a letter
from the Listing Qualifications Staff of The NASDAQ Stock Market
LLC stating that the Staff has determined that the Company's
securities will be delisted from The Nasdaq Stock Market. The
letter states that the delisting notice was issued as a result of
Trident's announcement that it has filed for bankruptcy
reorganization, and that the letter was issued pursuant to Rules
5101, 5110(b), and IM-5101-1.
Unless the Company requests an appeal of this determination,
trading of the Company's common stock will be suspended at the
opening of business on Jan. 19, 2012. The Company does not plan
at this time to file an appeal and expects the de-listing to occur
on Jan. 19, 2012.
After trading terminates on NASDAQ, the Company's securities will
not necessarily be eligible for trading in the pink sheets. The
securities may become eligible if a market maker makes application
to register in and quote the security in accordance with SEC Rule
15c2-11, and such application (a ?Form 211?) is cleared. The
Company can not make such application and the Company can not
predict whether a market maker will make such application.
About Trident Microsystems
Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes. The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.
Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011. Trident said it expects to shortly file for protection in
the Cayman Islands.
Judge Christopher S. Sontchi presides over the case. Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting,
Inc., is the financial advisor. Kurtzman Carson Consultants is
the claims and notice agent.
Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011. The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.
US FT: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Jersey City, N.J.-based US FT Holdco Inc.
(Fundtech). The outlook is stable.
"At the same time, we assigned a 'B+' rating to the company's $25
million senior secured revolving credit facility due 2016 and the
$200 million first-lien term loan due 2017. The recovery rating is
'2', indicating our expectation for substantial (70%-90%) recovery
of principal in the event of payment default," S&P said.
"The company used the proceeds from the facilities in part to
effect the acquisition and merger of publicly traded Fundtech Ltd.
and Bserv Inc., owned by GTCR LLC. Additional funding was provided
by an unrated $50 million subordinated loan, cash on hand, and
common equity," S&P said.
"Our ratings on Fundtech reflect its 'highly leveraged' financial
profile, partly offset by an improved market position and
cost-reduction opportunities," said Standard & Poor's credit
analyst John Moore. Fundtech provides global payments and
financial messaging (more than 60% of pro forma total revenues),
and cash management and other solutions to financial institutions
and corporations. Pro forma combined revenues for the 12 months
ended September 2011 were in excess of $200 million.
"Fundtech's 'weak' business profile (as defined in our criteria)
reflects a narrow product focus in its primary banking payments
segment, and a relatively small EBITDA base with lower historical
margins than its rated software peers. In addition, evolving
market and customer requirements will necessitate ongoing product
development; R&D expenses are expected to remain in excess of 10%
of revenues. These factors are partly offset by a significant
level of recurring revenues, an improved product and market
position, and increasing regulatory and compliance barriers to
entry in the banking payments market," S&P said.
"The outlook is stable, reflecting an enhanced market position and
our expectation that Fundtech will generate consistent
profitability and adequate liquidity. A highly leveraged financial
profile and our expectation that modest free cash flow limiting
Fundtech's ability to de-lever materially over the coming year
limit a possible upgrade," S&P said.
"Conversely, sustained adjusted leverage above 7x due to an
aggressive financial policy, including material debt-financed
acquisitions, or margin compression due to integration issues,
could lead to lower ratings," S&P said.
VAIL RESORTS: Moody's Says 'Ba2' CFR Unaffected by Ski Metrics
--------------------------------------------------------------
Moody's Investors Service said that Vail Resorts' Ba2 Corporate
Family Rating and stable rating outlook are not affected by the
weaker-than-expected season-to-date ski metrics released last
Friday. The rating agency currently does not expect a significant
earnings shortfall and believes that Vail's current rating could
absorb a modest earnings shock in the next two quarters, if any.
However, Moody's will continue to monitor the operating trend into
the season such as snowfall condition, skier visitation and
customer spend level and impacts on earnings and cash flow.
RATINGS RATIONALE
The principal methodology used in rating Vail Resorts was the
Global Lodging & Cruise Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.
Vail Resorts Inc. ("Vail") is a publicly-traded holding company
(NYSE:MTN) that owns and operates through its subsidiaries six
world-class ski resort properties as well as ancillary businesses,
primarily including ski school, dining and retail/rental
operations. The ski resorts are located in the Colorado Rocky
Mountains (four) and in the Lake Tahoe area of California/Nevada.
VERTRUE INC: Moody's Downgrades PDR to D After Payment Defaults
---------------------------------------------------------------
Moody's Investors Service downgraded Vertrue Incorporated's
(Vertrue) Probability of Default Rating to D to reflect interest
payment defaults on its first and second lien bank debt.
Concurrently, the Corporate Family Rating was downgraded to C from
Caa2, the ratings on the first lien revolver and term loan were
lowered to Ca from B3 and the rating on the second lien term loan
was lowered to C from Caa3. The ratings outlook remains negative.
RATINGS RATIONALE
Moody's has confirmed that Vertrue did not make the interest
payments due December 30, 2011 on its first and second lien term
loans or the interest payment due January 3, 2012 on its first
lien revolver. Moody's deems a default to have occurred when an
interest payment is not made by the end of a grace period, if
applicable. The first lien credit agreement provides a grace
period of two business days and the second lien credit agreement
provides a grace period of five business days, both of which have
expired. Moody's analyst Suzanne Wingo stated, "Vertrue's
Corporate Family Rating of C reflects Moody's view that recovery
for lenders will be substantially lower than average because of a
continuing and steady decline in the company's revenue and
EBITDA".
Vertrue's first lien ratings could be lowered to C from Ca if
Moody's expectation of recovery further deteriorates. The ratings
could be upgraded following a restructuring if a material amount
of debt is eliminated, resulting in a more sustainable capital
structure or a higher expected recovery rate for debt holders.
Moody's took these rating actions on Vertrue Incorporated (and
adjusted LGD point estimates):
Corporate Family Rating, to C from Caa2
Probability of Default Rating, to D from Caa2
$22 million 1st lien revolver expiring August 2013, to Ca (LGD4,
61%) from B3 (LGD2, 29%)
$351 (originally $430) million 1st lien term loan due 2014, to Ca
(LGD4, 61%) from B3 (LGD2, 29%)
$200 million 2nd lien term loan due 2015, to C (LGD6, 97%) from
Caa3 (LGD5, 82%)
The principal methodology used in rating Vertrue, Inc. was the
Global Business & Consumer Service Industry Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in Norwalk, Connecticut, Vertrue is an internet
marketing services company. The company markets its programs
through online marketing, direct response television, inbound call
center marketing, and through outbound telemarketing. Vertrue has
been owned by private equity sponsors One Equity Partners, Rho
Ventures and Brencourt Advisors since 2007. Revenues were
approximately $525 million in the twelve months ending September
30, 2011.
VILLAGE AT PENN STATE: Court Approves McElroy Deutsch Hiring
------------------------------------------------------------
The Village at Penn State Retirement Community won Bankruptcy
Court permission to employ McElroy, Deutsch, Mulvaney & Carpenter,
LLP, as its attorneys. As reported by the Troubled Company
Reporter on Dec. 7, 2011, the principal professionals expected to
represent the Debtor and their current hourly rates are:
Barry D. Kleban (Partner) $485
Gary D. Bressler (Partner) $485
David P. Primack (Of Counsel) $385
Aaron S. Applebaum (Associate) $185
Sandi Shidner (Paralegal) $175
Prior to the Petition Date, McElroy Deutsch and certain of its
partners and associates have rendered legal services to the Debtor
in connection with various corporate, financial and other legal
matters. On Nov. 17, 2011, McElroy Deutsch received $273,416 from
the Debtor.
McElroy Deutsch attests the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
About Village at Penn State
Retirement Community
The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended. It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania. It is not affiliated with any religious or
charitable organization.
The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009. While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies. The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
Judge Mary D. France presides over the case. Latsha Davis &
McKenna, P.C., serves as special corporate labor and healthcare
counsel; SF & Company serves as accountants; Pepper Hamilton LLP
acts as special construction litigation counsel; Pepper Hamilton
also serves as special counsel; and RBC Capital Markets serves as
broker and advisor.
The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million. Marianne Hogg signed the petition as executive
director.
Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
The U.S. Trustee has not appointed an official committee of
unsecured creditors.
VILLAGE AT PENN STATE: RBC Capital Engagement Approved
------------------------------------------------------
The Bankruptcy Court has granted the Village at Penn State
Retirement Community authority to tap RBC Capital Markets as its
broker and advisor. RBC is assisting the Debtor in the potential
sale of its facility located in State College, Pennsylvania. As
reported by the Troubled Company Reporter on Dec. 7, 2011, RBC
will be paid at these hourly rates:
Director/MD $450
Vice President $350
Associate $250
RBC will also receive a Success Fee plus reimbursement of expenses
at closing. In the 90-day period before the Petition Date, RBC
received $6,681 from the Debtor.
RBC attests it is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
About Village at Penn State
Retirement Community
The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended. It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania. It is not affiliated with any religious or
charitable organization.
The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009. While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies. The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
Judge Mary D. France presides over the case. Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel; and
Pepper Hamilton also serves as special counsel.
The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million. Marianne Hogg signed the petition as executive
director.
Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
The U.S. Trustee has not appointed an official committee of
unsecured creditors.
VILLAGE AT PENN STATE: Court Approves SF&Co. Hiring as Accountant
-----------------------------------------------------------------
The Bankruptcy Court gave the Village at Penn State Retirement
Community permission to hire SF & Company as its accountant. The
firm's services include preparing tax returns and assisting in the
preparation of schedules and statement of financial affairs and
monthly financial reports.
As reported by the Troubled Company Reporter on Dec. 7, 2011, the
accountants expected to have principal responsibility in handling
representation of the Debtor and their current hourly rates are:
Heather M. Pleskonko, CPA (Manager) $75 - $260
Calvin J. Wagner, CPA (Shareholder) $288 - $347
James A. Smeltzer, CPA (Shareholder) $288 - $347
Arleen Steiner, CPA (Sr. Manager) $224 - $283
Brandon M. Zlupko, CPA (Shareholder) $258 - $317
Rose M. Fetters, CPA (Staff Acct.) $102 - $161
Joseph T. Kolarik, CPA (Tax Director) $269 - $328
The Debtor will reimburse SF & Company for its expenses including,
among other things, document processing, photocopying, travel, and
non-ordinary overhead expenses.
In the 90-day period prior to the Petition Date, SF & Company
received from the Debtor $20,000 as retainer.
Heather M. Pleskonko, manager of SF & Company, ascertains that the
firm does not hold or represent any interest adverse to the Debtor
or its estate.
The firm may be reached through:
Lynette Larson
Marketing Assistant
SF & COMPANY
235 St. Charles Way, Suite 250
York, PA 17402
Tel: (717) 843-0040
(717) 741-0004
Fax: (717) 741-0361
E-mail: info@sfc-cpa.com
llarson@sfc-cpa.com
About Village at Penn
The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and
About Village at Penn State
Retirement Community
The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended. It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania. It is not affiliated with any religious or
charitable organization.
The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009. While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies. The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
Judge Mary D. France presides over the case. Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.
The Village at Penn State Retirement Community estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million. Marianne Hogg signed the petition as executive
director.
Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
The U.S. Trustee has not appointed an official committee of
unsecured creditors.
VYCOR MEDICAL: Acquires Sight Science; A. Sahraie Joins as CSO
--------------------------------------------------------------
Vycor Medical, Inc.'s wholly owned subsidiary, NovaVision Inc. has
acquired all the shares of Sight Science Ltd. As part of this
acquisition, Professor Arash Sahraie has joined NovaVision as its
Chief Scientific Officer on a part-time secondment basis from the
University of Aberdeen for a minimum of five years. Prof. Sahraie
will be responsible for driving NovaVision's scientific effort to
develop and validate pioneering technologies in vision
rehabilitation for visual field defects resulting from brain
injury. The acquisition will also create a long-term relationship
with the University of Aberdeen, a leading medical research
center, and NovaVision will have a first option to acquire all
related visual field deficit technologies developed within the
University over a five-year period.
Sight Science was established in 2009 based on the research of
Professor Arash Sahraie at the University of Aberdeen. Sight
Science, which is owned jointly by Prof. Sahraie and the
University of Aberdeen, provides an interactive computer-based
therapy called Neuro-Eye Therapy, which patients administer at
home. To date, over 100 patients have utilized NeET. The Company
has a meaningful patent portfolio with patents granted in the UK,
France, Germany, Switzerland and Singapore. Prof. Sahraie has
conducted extensive research on blindsight and residual visual
processing after brain injury, and is highly regarded in the
field.
Both NovaVision's Vision Rehabilitation Therapy and Sight
Science's NeET work on the basis that repeated stimulation of the
blind areas by either bright patches of light (VRT) or the
specific spatial patterns (NeET) can lead to increases sensitivity
of the blind areas. Patients progress after VRT appears to be
initiated at the blind and sighted borders whereas NeET results in
changes deep within the field damage. Both therapies are able to
demonstrate improvements in both visual sensitivity and activities
of daily living. The two companies believe that their therapies
are highly complementary.
Sight Science will represent a significant enhancement of
NovaVision's operations:
* Prof. Sahraie will further strengthen NovaVision's Strategic
Advisory Board currently made up of: Alvaro Pascual-Leone,
Professor of Neurology at Harvard Medical School and Director
of Research at the Cognitive Neurology Unit at Beth Israel
Deaconess Medical Center; Jason S. Barton, Professor of
Neurology, Ophthalmology and Visual Sciences, University of
British Columbia; and Jose Romano, Chief of Stroke Division
and Associate Professor of Neurology at the University of
Miami Miller School of Medicine.
* NovaVision views NeET as a strong complementary therapy to
its existing VRT, and the merged entity intends to be able to
deliver a combined therapy in due course which NovaVision
believes will enhance patient outcomes and potentially
increase market adoption and revenue growth.
* Sight Science has a strong position in the UK and, together
with NovaVision's operations in Germany, the Company believes
that the acquisition will considerably strengthen
NovaVision's ability to penetrate the European market and
increase European revenues.
* A strong alliance is created with the University of Aberdeen
and NovaVision acquires an option on all future related
technologies for a period of five years developed at the
university.
* Strengthens Vycor's patent portfolio, and provides valuable
additional patents for the development of NovaVision's next
generation of therapies.
David Cantor, the President of Vycor, commented: "We are delighted
to be acquiring Sight Science, which we believe is a major
strategic move and demonstrates our commitment to making
NovaVision the "Gold Standard" in Visual Rehabilitation. We are
also thrilled that Professor Sahraie has agreed to join us as
NovaVision's Chief Scientific Officer, bringing a wealth of
knowledge and credibility in the field. He will work closely with
NovaVision's Strategic Advisory Board to drive the scientific
development of our therapies, products and overall scientific
strategy."
Professor Sahraie, founder of Sight Science, commented: "Our two
companies pride themselves in promoting technologies that improve
life for those affected by blindness post brain injury. There is
immense knowledge and expertise in both organizations and I
believe this merger will enable the development of the next
generation of innovative and pioneering technologies, leading to
highly complementary therapies which would not have been available
otherwise. I strongly believe that our combined therapies have
the potential to become "standard of care" worldwide and to reach
all those affected by visual field defect after brain injury."
About Vycor Medical
Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective. The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.
The Company also reported a net loss of $3.92 million on $518,731
of revenue for the nine months ended Sept. 30, 2011, compared with
a net loss of $1.12 million on $210,308 of revenue for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2011, showed
$4.40 million in total assets, $2.66 million in total liabilities,
and $1.74 million in stockholders' equity.
As reported in the TCR on April 11, 2011, Paritz & Company, P.A.,
in Hackensack, New Jersey, expressed substantial doubt about Vycor
Medical's ability to continue as a going concern, following the
Company's 2010 results. The independent auditors noted that the
Company has incurred a loss since inception, has a net accumulated
deficit and may be unable to raise further equity.
WASHINGTON MUTUAL: Argues Against Delay in Chapter 11 Exit
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bid to delay a
$7 billion payday for investors linked to the biggest banking
failure in U.S. history has triggered a protest from the former
parent of the failed bank, Washington Mutual Bank, or WaMu.
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 said it would seek confirmation of a revised plan "as soon as
practicable."
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.
WINDSPIRE ENERGY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Windspire Energy, Inc.
fdba Mariah Power, Inc.
5450 Louie Lane
Reno, NV 89511
Bankruptcy Case No.: 12-50035
Chapter 11 Petition Date: January 6, 2012
Court: United States Bankruptcy Court
District of Nevada (Reno)
Judge: Bruce T. Beesley
Debtor's Counsel: Alan R. Smith, Esq.
THE LAW OFFICES OF ALAN R. SMITH
505 Ridge St.
Reno, NV 89501
Tel: (775) 786-4579
E-mail: mail@asmithlaw.com
Scheduled Assets: $218,968
Scheduled Liabilities: $5,963,470
A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-50035.pdf
The petition was signed by James Horn, CEO.
Z TRIM HOLDINGS: Reports Best Quarter in Company History
--------------------------------------------------------
Z Trim Holdings, Inc., recorded, in the fourth quarter of 2011,
its highest revenues in Company history. Further, virtually the
entire product produced in this period has been sold. "In the 4th
quarter 2011, we achieved growth of over 13% above our previous
best revenue quarter," said Steve Cohen, Z Trim CEO. "We are just
beginning to show the food industry how Z Trim products can help
manufacturers reduce costs and make better products for
consumers."
About Z Trim
Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems. Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories. Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.
The Company reported a net loss of $10.91 million on $903,780 in
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $12.21 million on $559,910 of revenue during the prior
year.
The Company's balance sheet at June 30, 2011, showed $6.50 million
in total assets, $16.09 million in total liabilities, $1.52
million in total commitment and contingencies, and a $11.11
million total stockholders' deficit.
As reported in the Troubled Company Reporter on April 12, 2010,
M&K, CPAs, PLLC, in Houston, expressed substantial doubt about the
Company's ability to continue as a going concern, following its
2009 results. The independent auditors noted that the Company has
suffered recurring losses from operations and requires additional
financing to continue in operation.
The Company said that for the year ended Dec. 31, 2009, it did not
have enough cash on hand to meet its current liabilities or to
fund on-going operations beyond one year. As a result, the report
of independent registered public accounting firm included an
explanatory paragraph in respect to the substantial doubt of the
Company's ability to continue as a going concern.
The Company's cash on hand as of Dec. 31, 2010 is $2,327,013.
Since June 2010, the Company brought in $8,170,988 in funds
through the sale of Preferred Stock, and our investors converted
approximately $8,100,000 of convertible debt into common stock.
In addition to the fundraising efforts, the Company intends to
make capital expenditures necessary to increase its capacity and
to reduce its cost per pound. Due to the expected increase in
production capacity, the Company anticipates its sales for fiscal
year ended Dec. 31, 2011 will approximately double those of fiscal
year ended Dec. 31, 2010.
Although the Company has recurring operating losses and negative
cash flows from operating activities, the Company has positive
working capital and believe it has enough cash on hand to satisfy
current obligations. If the Company is unsuccessful in its plans
to increase revenue and capacity, the impact may have a material
impairment on its ability to continue as a going concern.
* Macey Urges Consumers to Seek Counsel During Bankr. Proceedings
-----------------------------------------------------------------
According to the Fair Debt Collection Practices Act and the United
States Bankruptcy Code, it is illegal to pursue debts that have
previously been dissolved by a bankruptcy court judge. However,
that did not stop one major U.S. bank from going after their
money. This is why bankruptcy attorney firm Macey Bankruptcy Law
is urging consumers to seek legal counsel during bankruptcy
proceedings.
The Wall Street Journal reported that US bank Capital One
allegedly pursued over 15,500 lawsuits to reclaim debt already
erased by a bankruptcy court judge, an extreme violation of both
the FDCPA and the Bankruptcy Code.
"Reports of creditors collecting on debts after bankruptcy
discharge are uncommon. However, I'm not surprised, we've seen
this thing from time to time," said Macey Bankruptcy Law partner
Richard Gustafson.
Innocent victims who paid the creditor thinking their bankruptcy
didn't work could have saved themselves a lot of money if they
would have sought legal counsel. " It is unfortunate they didn't
ask a lawyer about the situation before they paid any money to the
creditor," Gustafson added. "We tell Macey Bankruptcy clients to
make sure they get in touch with us immediately upon receiving any
correspondence or telephone calls from collectors."
Macey Bankruptcy Law has knowledgeable consumer protection lawyers
that can handle these types of claims of creditor mistreatment and
has brought hundreds of FDCPA claims against debt collectors as
well as motions to enforce bankruptcy discharges in federal
bankruptcy courts across the country.
"We've been successful in winning many sanctions against creditors
who run afoul of the federal bankruptcy laws," Gustafson
concluded. "Hopefully the ongoing court proceedings will
eliminate and penalize Capital One and other creditors who engage
in this conduct."
About Macey Bankruptcy Law
Macey Bankruptcy Law, a service of Macey & Aleman, has been
representing consumer debtors in bankruptcy cases since 1994.
Through tireless hard work, dedication to customer service and
commitment to fair and reasonable fees, Macey Bankruptcy law has
helped thousands of hardworking Americans get the debt relief they
need.
* American Spectrum Takes Over Three Shopping Centers
-----------------------------------------------------
American Spectrum Realty, Inc. disclosed that Steven M. Speier,
Director of Receivership, Bankruptcy and Litigation Services for
American Spectrum Realty Management, LLC was appointed Receiver
for three shopping centers. ASRM is a wholly owned subsidiary of
The Company's Operating Partnership. Mr. Speier in turn appointed
ASRM to manage the assets.
The three retail properties are located in central California and
range in size from approximately 22,000 square feet to over
100,000 square feet of gross leaseable area.
Mr. Speier has been appointed as a California State Court Receiver
on over four hundred properties and operating businesses,
including office buildings, retail centers, condominium and
apartment complexes, hotels/motels, industrial parks, resorts,
golf courses, restaurants, and residential properties. He is also
currently serving as Receiver in various operating businesses and
real estate cases as well as a Chapter 7 and 11 Trustee on
numerous bankruptcy cases.
ASRM offers one-stop shopping by providing all
Receivership/Bankruptcy, Management and Disposition services in-
house. Our experienced professionals have the resources necessary
to seize assets quickly, improve operations, and minimize loss by
promptly liquidating the assets.
About American Spectrum Realty
American Spectrum Realty, Inc. is a real estate investment company
that owns, through its operating partnership, interest in office,
industrial, self storage, retail properties, and apartments
throughout the United States. The company has been publicly
traded since 2001. American Spectrum Realty Management, LLC is a
wholly-owned subsidiary of the Company's operating partnership
that manages and leases all properties owned by American Spectrum
Realty, Inc. as well as third-party clients.
* Department of Justice Formally Lays Out Health-Law Defense
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that the Justice Department on
Friday formally opened its Supreme Court defense of the Obama
administration's health-care overhaul, and in a twist said the
recent bankruptcy of the one of the challengers bolsters one of
the government's key arguments.
* Romney Tenure at Bain Shows Some Big Gains, Some Busts
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Mitt Romney's
political foes are stepping up attacks based on his time running
investment firm Bain Capital, tagging him with making a fortune
from the rougher side of American capitalism -- even as Romney
said his Bain tenure shows he knows how to build businesses.
* Houlihan Lokey Hires Veteran Rothschild Dealmaker Steve Tishman
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that investment bank
Houlihan Lokey has hired dealmaker Steven Tishman to head its
global mergers and acquisitions group, tapping a veteran of
competitor Rothschild to bolster its deals business.
* Jenner & Block Names New Partners
-----------------------------------
Jenner & Block today has elected 11 associates to the partnership.
They are Jessica Ring Amunson, Ana R. Bugan, Christopher C. Chiou,
Matthew R. Devine, Thomas H. Kim, Andrew J. Olejnik, Alexander
Rozenblat, Brian S. Scarbrough, John (Jay) R. Schleppenbach,
Joshua M. Segal and Wade A. Thomson.
"Our 2012 class of partners is a dedicated group of talented
attorneys who embody the Firm's core values of providing
exceptional client service and serving the communities in which we
live and practice law," said Jenner & Block Managing Partner Susan
C. Levy. "They represent the future of the Firm and we are very
pleased to welcome them to the partnership."
Matthew R. Devine (Chicago office) is a Partner in the Litigation
Department and a member of the Complex Commercial Litigation
Practice. Recent highlights include serving as one of the
attorneys representing firm Chairman Anton R. Valukas in his role
as court-appointed examiner in the Lehman Brothers bankruptcy,
which involved investigating the causes of the demise of Lehman
and identifying potential causes of action.
Andrew J. Olejnik is a Partner in the Firm's Bankruptcy, Workout
and Corporate Reorganization Practice. Mr. Olejnik has
represented a broad range of clients in bankruptcy-related and
non-bankruptcy financial restructuring/workout matters and has
provided litigation advice with respect to complex financial
instruments, insurance insolvencies, and foreign sovereign
immunity issues. Mr. Olejnik was a member of Jenner & Block's
Lehman Brothers Examiner investigatory and drafting team and is a
member of the ABA Business Law Section, American Bankruptcy
Institute, and the Banking & Financial Services Committee of the
International Institute for Conflict Prevention & Resolution
(CPR). Mr. Olejnik has focused on alternative dispute resolution
and conflict resolution system design, which he began at Stanford
Law School where he obtained his J.D. with distinction in 2004,
serving as a legal assistant at the Martin Daniel Gould Center for
Conflict Resolution. From 2008-2010, he extended his ADR
experience when he designed, implemented, and managed a dispute
resolution program for an international corporation's labor
disputes in the United States.
* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In Re Michael Trussell
Bankr. N.D. Fla. Case No. 12-10001
Chapter 11 Petition filed January 2, 2012
In Re FX3, Inc.
Bankr. S.D. Fla. Case No. 12-10009
Chapter 11 Petition filed January 2, 2012
See http://bankrupt.com/misc/flsb11-10009.pdf
represented by: Brad Culverhouse, Esq.
Eric Slocum Sparks PC
E-mail: bradculverhouselaw@gmail.com
In Re Phares Poliard
Bankr. S.D. Fla. Case No. 12-10004
Chapter 11 Petition filed January 2, 2012
In Re Thomas III
Bankr. N.D. Ga. Case No. 12-40006
Chapter 11 Petition filed January 2, 2012
In Re Rehmann Industries Incorporated
Bankr. E.D. Mich. Case No. 12-40012
Chapter 11 Petition filed January 2, 2012
See http://bankrupt.com/misc/mieb12-40012.pdf
represented by: Michael A. Greiner, Esq.
Financial Law Group, P.C.
E-mail: mike@financiallawgroup.com
In Re Abundant Life Christian Training Center
Bankr. W.D. Pa. Case No. 12-00000
Chapter 11 Petition filed January 2, 2012
See http://bankrupt.com/misc/pawb12-00000.pdf
represented by: Frederich E. Liechti, Esq.
E-mail: FredLiechti@gmail.com
In Re William White
Bankr. N.D. Texas Case No. 12-40008
Chapter 11 Petition filed January 2, 2012
In Re David Soliman
Bankr. S.D. Texas Case No. 12-30105
Chapter 11 Petition filed January 2, 2012
In Re 8466 San Benito, LLC
Bankr. D. Ariz. Case No. 12-00019
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/azb12-00019.pdf
represented by: Chris D. Barski, Esq.
Barski Drake PLC
E-mail: cbarski@barskidrake.com
In Re Albert Vasquez
Bankr. D. Ariz. Case No. 12-00023
Chapter 11 Petition filed January 3, 2012
In Re Arthur Reichsfeld
Bankr. D. Ariz. Case No. 12-00012
Chapter 11 Petition filed January 3, 2012
In Re Brian Bissell
Bankr. D. Ariz. Case No. 12-00034
Chapter 11 Petition filed January 3, 2012
In Re Catalina Ear Nose &Throat, P.C.
dba Catalina Skin Institute
dba Catalina Therapy Services
dba Werner Institute For Balance & Dizziness
Bankr. D. Ariz. Case No. 12-00071
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/azb12-00071.pdf
represented by: Eric Slocum Sparks, Esq.
Eric Slocum Sparks PC
E-mail: eric@ericslocumsparkspc.com
In Re David Alexander, LLC
Bankr. D. Ariz. Case No. 12-00038
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/azb12-00038.pdf
represented by: Charles R. Hyde, Esq.
Law Offices Of C.R. Hyde
E-mail: crhyde@gmail.com
In Re Joseph Carney
Bankr. D. Ariz. Case No. 12-00018
Chapter 11 Petition filed January 3, 2012
In Re Navin Kuber
Bankr. D. Ariz. Case No. 12-00011
Chapter 11 Petition filed January 3, 2012
In Re Randall Cohen
Bankr. D. Ariz. Case No. 12-00069
Chapter 11 Petition filed January 3, 2012
In Re Dorothy Dotson
Bankr. C.D. Calif. Case No. 12-10189
Chapter 11 Petition filed January 3, 2012
In Re Kent Brush
Bankr. C.D. Calif. Case No. 12-10028
Chapter 11 Petition filed January 3, 2012
In Re Raymond Boucher
Bankr. C.D. Calif. Case No. 12-10052
Chapter 11 Petition filed January 3, 2012
In Re David Poulsen
Bankr. N.D. Calif. Case No. 12-10006
Chapter 11 Petition filed January 3, 2012
In Re David Anderson
Bankr. S.D. Calif. Case No. 12-00026
Chapter 11 Petition filed January 3, 2012
In Re Donald Tobin
Bankr. M.D. Fla. Case No. 12-00012
Chapter 11 Petition filed January 3, 2012
In Re Valiant Health Care, Inc.
Bankr. S.D. Fla. Case No. 12-10089
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/flsb12-10089.pdf
represented by: David L. Merrill, Esq.
E-mail: dlm@tmbk11.com
In Re North Gate Property Management, LLC
Bankr. N.D. Ga. Case No. 12-20029
Chapter 11 Petition filed January 3, 2012
filed pro se
In Re General Properties, Inc.
Bankr. S.D. Ill. Case No. 12-00100
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/ilnb12-00100.pdf
represented by: Vikram R. Barad, Esq.
Maxwell Law Group, LLC
E-mail: vbarad@maxwellandpotts.com
In Re Navarro Marine, LLC
Bankr. W.D. La. Case No. 12-50005
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/lawb12-50005.pdf
represented by: H. Kent Aguillard, Esq.
E-mail: kaguillard@yhalaw.com
In Re Joan Reinheimer
Bankr. D. Md. Case No. 12-10052
Chapter 11 Petition filed January 3, 2012
In Re Dan Maniaci
Jill Maniaci
Bankr. E.D. Mich. Case No. 12-40036
Chapter 11 Petition filed January 3, 2012
In Re For Flint Investments, LLC
Bankr. E.D. Mich. Case No. 12-30012
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/mieb12-30012p.pdf
See http://bankrupt.com/misc/mieb12-30012c.pdf
represented by: David R. Shook, Esq.
E-mail: ecf@davidshooklaw.com
In Re Jeremiah Swender
Bankr. E.D. Mich. Case No. 12-30015
Chapter 11 Petition filed January 3, 2012
In Re James Pinson
Bankr. N.D. Miss. Case No. 12-10006
Chapter 11 Petition filed January 3, 2012
In Re Jesse Orozco
Bankr. D. Nev. Case No. 12-10010
Chapter 11 Petition filed January 3, 2012
In Re Ralph Sweet
Bankr. D. Nev. Case No. 12-50007
Chapter 11 Petition filed January 3, 2012
In Re Randel Aleman
Bankr. D. Nev. Case No. 12-10027
Chapter 11 Petition filed January 3, 2012
In Re Charm-Zone, Inc.
aka Dajoa Jewelry
Bankr. E.D.N.Y. Case No. 12-70014
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/nyeb12-70014p.pdf
See http://bankrupt.com/misc/nyeb12-70014c.pdf
represented by: Theresa A Driscoll, Esq.
Morritt Hock & Hamroff LLP
E-mail: tdriscoll@moritthock.com
In Re Brendyl Inc.
dba Eamonn's Irish Pub
Bankr. S.D.N.Y. Case No. 12-10008
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/nysb12-10008.pdf
represented by: Douglas J. Pick, Esq.
Pick & Zabicki LLP
E-mail: dpick@picklaw.net
In Re Anthony Gilbert
Bankr. E.D.N.C. Case No. 12-00032
Chapter 11 Petition filed January 3, 2012
In Re 43 Troy Street Building Co., LLC
Bankr. D. R.I. Case No. 12-10003
Chapter 11 Petition filed January 3, 2012
filed pro se
In Re James Lawson
Bankr. D. R.I. Case No. 12-10004
Chapter 11 Petition filed January 3, 2012
In Re Charles Hamilton
Bankr. M.D. Tenn. Case No. 12-00019
Chapter 11 Petition filed January 3, 2012
In Re Lewis Crafton
Bankr. M.D. Tenn. Case No. 12-00011
Chapter 11 Petition filed January 3, 2012
In Re 13978 Hughes Lane LP
Bankr. N.D. Texas Case No. 12-30153
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/txnb12-30153.pdf
represented by: Kenneth F. Nye, Esq.
In Re Oscar Calderon
Bankr. N.D. Texas Case No. 12-40156
Chapter 11 Petition filed January 3, 2012
In Re Fernando Arellano
Bankr. S.D. Texas Case No. 12-30185
Chapter 11 Petition filed January 3, 2012
In Re Yuppie Dog, LLC
Bankr. S.D. Texas Case No. 12-30205
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/txsb12-30205.pdf
represented by: Margaret Maxwell McClure, Esq.
E-mail: margaret@mmmcclurelaw.com
In Re Jones Family Recreation Properties, LLC
aka Flaming Gorge Recreation Services
Bankr. D. Utah Case No. 12-20054
Chapter 11 Petition filed January 3, 2012
See http://bankrupt.com/misc/utb12-20054.pdf
represented by: Franklin L. Slaugh, Esq.
E-mail: frank@fiber.net
In Re West Courier Express Inc.
Bankr. W.D. Wash. Case No. 12-10008
Chapter 11 Petition filed January 3, 2012
filed pro se
In Re Frank Redmond Associates, Inc.
Bankr. D. Ariz. Case No. 12-00093
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/azb12-00093.pdf
represented by: Blake D. Gunn, Esq.
E-mail: blake.gunn@gunnbankruptcyfirm.com
In Re John Shattuck
Bankr. D. Ariz. Case No. 12-00138
Chapter 11 Petition filed January 4, 2012
In Re Zytoon, LLC
Bankr. D. Ariz. Case No. 12-00100
Chapter 11 Petition filed January 4, 2012
filed pro se
In Re James Smith
Bankr. C.D. Calif. Case No. 12-10056
Chapter 11 Petition filed January 4, 2012
In Re Leo Somerset
Bankr. C.D. Calif. Case No. 12-10310
Chapter 11 Petition filed January 4, 2012
In Re Shiney & Fargo, a law corporation
Bankr. C.D. Calif. Case No. 12-10101
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/cacb12-10101.pdf
represented by: Michael G. Martin, Esq.
Martin & Martin
E-mail: michaelmartinesq@mac.com
In Re Land Park BP Inc.
dba Sutterville 76
fdba Land Park Mart
Bankr. E.D. Calif. Case No. 12-20135
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/caeb12-20135.pdf
represented by: C. Anthony Hughes, Esq.
In Re Bay Parking LLC
Bankr. N.D. Calif. Case No. 12-30015
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/canb12-30015.pdf
represented by: William F. McLaughlin, Esq.
Law Offices of William F. McLaughlin
E-mail: mcl551@aol.com
In Re Ian Kideys
Bankr. S.D. Calif. Case No. 12-00050
Chapter 11 Petition filed January 4, 2012
In Re Joseph Eubanks
Bankr. N.D. Fla. Case No. 12-40004
Chapter 11 Petition filed January 4, 2012
In Re Joseph Eubanks
Bankr. N.D. Fla. Case No. 12-40005
Chapter 11 Petition filed January 4, 2012
In Re Archgate Townhouses, LLC
Bankr. D. Mass. Case No. 12-10044
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/mab12-10044.pdf
represented by: Michael S. Kalis, Esq.
E-mail: mikalislaw@verizon.net
In Re Lucretia Properties, LLC
Bankr. D. Mass. Case No. 12-10045
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/mab12-10045.pdf
represented by: Michael S. Kalis, Esq.
E-mail: mikalislaw@verizon.net
In Re Akropolis Cafe, Inc.
dba Akropolis Cafe
Bankr. E.D. Mich. Case No. 12-40132
Chapter 11 Petition filed January 4, 2012
See http://bankrupt.com/misc/mieb12-40132p.pdf
See http://bankrupt.com/misc/mieb12-40132c.pdf
represented by: Jeffrey David Thav, Esq.
E-mail: Jthav@savedme.com
In Re 25-03 Steinway Street Realty Corp.
Bankr. E.D.N.Y. Case No. 12-40037
Chapter 11 Petition filed January 4, 2012
filed pro se
In Re Frank Santas
Bankr. M.D. Tenn. Case No. 12-00047
Chapter 11 Petition filed January 4, 2012
In Re 5431 SOTAC LLC
Bankr. W.D. Wash. Case No. 12-40014
Chapter 11 Petition filed January 4, 2012
filed pro se
In Re Naia Corporation
Bankr. N.D. Ala. Case No. 12-00050
Chapter 11 Petition filed January 5, 2012
See http://bankrupt.com/misc/alnb12-00050.pdf
represented by: Frederick Mott Garfield, Esq.
Garfield Law Firm, LLC
E-mail: fmgarfield@garfieldlawfirm.com
In Re John E. Jacob Enterprises, Inc.
Bankr. D. Ariz. Case No. 12-00164
Chapter 11 Petition filed January 5, 2012
filed pro se
In Re David Arroyo
Bankr. C.D. Calif. Case No. 12-10313
Chapter 11 Petition filed January 5, 2012
In Re Lupe Ruiz
Bankr. C.D. Calif. Case No. 12-10326
Chapter 11 Petition filed January 5, 2012
In Re Patricia Hess
Bankr. C.D. Calif. Case No. 12-10278
Chapter 11 Petition filed January 5, 2012
In Re Sandra Smith
Bankr. S.D. Calif. Case No. 12-00104
Chapter 11 Petition filed January 5, 2012
In Re Health Advocacy Center, Inc.
Bankr. D. D.C. Case No. 12-00007
Chapter 11 Petition filed January 5, 2012
See http://bankrupt.com/misc/dcb12-00007.pdf
represented by: Thomas W. Felder, II, Esq.
Law Office of Thomas Felder
E-mail: tfelder@bluechiptitle.com
In Re George Paulk
Bankr. N.D. Ga. Case No. 12-50482
Chapter 11 Petition filed January 5, 2012
In Re Harold Finn
Bankr. E.D.N.C. Case No. 12-00120
Chapter 11 Petition filed January 5, 2012
In Re PDS Hotspot Corp.
Bankr. W.D. Pa. Case No. 12-20032
Chapter 11 Petition filed January 5, 2012
See http://bankrupt.com/misc/pawb12-20032p.pdf
See http://bankrupt.com/misc/pawb12-20032c.pdf
represented by: Michael J. Hudock, III, Esq.
Michael J. Hudock and Associates PC
E-mail: michaelhudock@comcast.net
In Re Joseph Pollack
Bankr. W.D. Tenn. Case No. 12-20114
Chapter 11 Petition filed January 5, 2012
In Re Eclat Private Equity, Inc.
Bankr. N.D. Texas Case No. 12-30186
Chapter 11 Petition filed January 5, 2012
See http://bankrupt.com/misc/txnb12-30186.pdf
represented by: Joyce W. Lindauer, Esq.
Joyce W. Lindauer, Attorney at Law
E-mail: courts@joycelindauer.com
In Re Lakewood Center Building LLC
Bankr. W.D. Wash. Case No. 12-40035
Chapter 11 Petition filed January 5, 2012
filed pro se
In Re Hector Rendon
Bankr. E.D. Calif. Case No. 12-10099
Chapter 11 Petition filed January 6, 2012
In Re Michael Aqleh
Bankr. N.D. Calif. Case No. 12-30053
Chapter 11 Petition filed January 6, 2012
In Re Ramiro Flores
Bankr. S.D. Calif. Case No. 12-00129
Chapter 11 Petition filed January 6, 2012
In Re Joseph Sciarrino
Bankr. D. Conn. Case No. 12-50020
Chapter 11 Petition filed January 6, 2012
In Re Franco Montoto
Bankr. M.D. Fla. Case No. 12-00082
Chapter 11 Petition filed January 6, 2012
In Re Jesse Burke
Bankr. N.D. Ga. Case No. 12-50517
Chapter 11 Petition filed January 6, 2012
In Re Daniel Gawat
Bankr. N.D. Ill. Case No. 12-00398
Chapter 11 Petition filed January 6, 2012
In Re Reno Pratt
Cheryl Pratt
Bankr. D. Md. Case No. 12-10194
Chapter 11 Petition filed January 6, 2012
In Re Fred Andary
Bankr. E.D. Mich. Case No. 12-40271
Chapter 11 Petition filed January 6, 2012
In Re Phillip Goode
Bankr. W.D. Mo. Case No. 12-40048
Chapter 11 Petition filed January 6, 2012
In Re James Sabalos
Bankr. D. Nev. Case No. 12-10129
Chapter 11 Petition filed January 6, 2012
In Re Tyrus Bouterie
Bankr. D. Nev. Case No. 12-10153
Chapter 11 Petition filed January 6, 2012
In Re Kathryn Corcetti Swank
Bankr. W.D. Pa. Case No. 12-20081
Chapter 11 Petition filed January 6, 2012
In Re Ann Sekizaki
Bankr. W.D. Wash. Case No. 12-10117
Chapter 11 Petition filed January 6, 2012
In Re Walter Kabat
Bankr. D. Ariz. Case No. 12-00359
Chapter 11 Petition filed January 9, 2012
In Re Michael Yoon
Bankr. C.D. Calif. Case No. 12-10787
Chapter 11 Petition filed January 9, 2012
In Re Andres Garcia
Bankr. S.D. Calif. Case No. 12-00209
Chapter 11 Petition filed January 9, 2012
In Re John Abio
Bankr. N.D. Fla. Case No. 12-50007
Chapter 11 Petition filed January 9, 2012
In Re William Strickland
Bankr. D. Md. Case No. 12-10287
Chapter 11 Petition filed January 9, 2012
In Re Burton Morriss
Bankr. E.D. Mo. Case No. 12-40164
Chapter 11 Petition filed January 9, 2012
In Re Donald Zischke
Bankr. D. Nev. Case No. 12-10190
Chapter 11 Petition filed January 9, 2012
In Re Horace Mayo
Bankr. E.D.N.C. Case No. 12-00174
Chapter 11 Petition filed January 9, 2012
In Re Julio Rivera Rodriguez
Bankr. D. Puerto Rico Case No. 12-00065
Chapter 11 Petition filed January 9, 2012
In Re David Gressette
Bankr. D. S.C. Case No. 12-00103
Chapter 11 Petition filed January 9, 2012
In Re Neill Koffman
Bankr. W.D. Tenn. Case No. 12-10066
Chapter 11 Petition filed January 9, 2012
*********
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.
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