/raid1/www/Hosts/bankrupt/TCRAP_Public/061120.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, November 20, 2006, Vol. 9, No. 230
Headlines
A U S T R A L I A
ANDREE COTTREAL: Liquidator Porter to Present Wind-Up Report
CENTRALIAN MINERALS: To Declare First Dividend on January 8
CHATTEM INC: Plans to Offer US$100 Mln Convertible Senior Notes
DILMUN NAVIGATION: Members to Receive Wind-Up Report on Nov. 30
KENDLE INTERNATIONAL: Earns US$4 Million in Third Quarter 2006
LQ7 (DFIT): Members to Hold Final Meeting on November 30
MYUNA HOLDINGS: Placed Under Voluntary Liquidation
REVLON INC: Posts US$100.5-Mil. Net Loss in 2006 Third Quarter
STARK-HOLDINGS PTY: Members' Final Meeting Slated for Nov. 30
TAISHO (AUSTRALIA): Liquidator to Present Wind-Up Report
TRW AERONAUTICAL: Final Meeting Fixed on November 27
UNIBOND IMPORTS: Members Opt for Voluntary Wind-Up
XILLIX TECHNOLOGIES: Files for Protection Under CCAA
C H I N A & H O N G K O N G
ALDWICK TEXTILE: Court to Hear Wind-Up Petition on Dec. 27
ALERIS INTERNATIONAL: Posts US$24.2 Mil. Net Loss in Third Qtr.
BANK OF COMMUNICATION: Fitch Keeps Individual D Rating
CHINA CONSTRUCTION: Individual Rating Stays at D, Fitch Says
DAILY CHARM: Inability to Pay Debts Prompts Wind-Up
DANA CORP: Dana Credit Inks Forbearance Pact with Noteholders
DANA CORP: Court Approves Bing Metals Settlement Agreement
DANA CORP: Court Lifts Stay Allowing Franklin to Terminate Pacts
FERRO CORPORATION: Files 3 Quarters of 2005 Financial Reports
GSI GROUP: CEO and Director Richard Christman Resigns
GUANGDONG DEVELOPMENT: Buy of Guangdong on Fitch' CreditPositive
INTELLIGENT SHOE: Appoints Cheng Faat Ting Gary as Liquidator
LIU CHONG BANK: Fitch Keeps Individual Rating at C
MGM MIRAGE: Earns US$156.2 Million in Quarter Ended September 30
NBS TECHNOLOGIES: Inks US$3.6MM Going Pte. Deal with Brookfield
SUNNY-TECH ELECTRONIC: Faces Wind-Up Proceedings
TYSON FOODS: Incurs US$56 Million Net Loss in 2006 Fourth Qtr.
* Fitch Affirms Taiwan's Sovereign Rating At 'A+'
I N D I A
ICICI BANK: Fitch Assigns Expected Rating to SPV
JUNIPER NETWORKS: To Present at Financial Conferences on Dec. 26
KARNATAKA BANK: Enters Non-life Insurance Through Joint Venture
KARUR VYSYA BANK: Earns INR425.6 Million in 2006 3rd Quarter
KOTAK MAHINDRA: Fitch Gives AA- to Pass-Through Certificates
KOTAK MAHINDRA: Allots 2,99,069 Shares Pursuant Under ESOP
NAGARJUNA FERTILIZERS: Third Qtr. Profit Down to INR18.11 Crore
NTPC LTD: To Follow a Multi-Pronged Growth Strategy
NTPC LTD: To Make White LED Lamps; Asks SICTAR to Find Partner
TATA MOTOR: Assignment Program Gets CRISIL's Highest Opinion
* Fitch Comments on 12th Finance Commission Recommendation
I N D O N E S I A
ALCATEL SA: Inks Deal to Develop Mobile TV Handsets With Samsung
BEARINGPOINT INC: Obtains Waivers & Amends Credit Facility
CA INC: Earns US$53 Million for Second Quarter 2007
CA INC: Filing Delay Prompts Moody's to Review Ba1 Rating
GNC CORP: Parent Prices Tender Offer of US$425MM Sr. PIK Notes
GNC CORP: Moody's Lowers Corporate Family Ratings to B3
GOODYEAR TIRE: Moody's Gives New Unsecured Notes 'B2' Rating
MEDCO ENERGI: Lapindo Brantas Set to Face Lawsuit, Antara Says
J A P A N
COREL CORP: Entrust Slaps Copyright Infringement Lawsuit
DAIWA SECURITIES: To Enter Tokyo Commodity Exchange in 2007
DELPHI CORP: Delphi Medical Wants to Close Stafford Facility
DELPHI CORP: Delays Filing of Third Quarter Financials
FORD MOTOR: DBRS Says Fin'l Restatement Has No Material Impact
FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to BB+
FIDELITY NATIONAL: Plans to Refinance Credit Facilities
FIDELITY NATIONAL: Acquires Watterson Prime
MIZUHO FINANCIAL: Joins NYSE Group as 3rd Largest Japanese Co.
PAYLESS SHOESOURCE: 3rd Quarter Sales Rise 5.5% to US$666.5 Mil.
US AIRWAYS: Makes US$8 Billion Merger Offer to Delta Air
US AIRWAYS: Proposed Delta Merger Cues S&P's CreditWatch
USINAS SIDERURGICAS: Nippon Steel Buys 1.7% Stake in Firm
USINAS SIDERURGICAS: Posts BRL1.8-Bil. Profit for First 9 Months
USINAS SIDERURGICAS: Companhia Vale Closes Partial Sale of Share
XERIUM TECH: Earns US$5.7 Mil. in Third Quarter Ended Sept. 30
K O R E A
DURA AUTOMOTIVE: Nasdaq to Delist Common Stock and Securities
KANA SOFTWARE: Sept. 30 Balance Sheet Upside-Down by US$4.5MM
PUSAN BANK: Fitch Affirms 'B/C' Individual Rating
KRISPY KREME: Posts US$135.8MM Net Loss in Year Ended Jan. 2006
M A L A Y S I A
DCEIL INTERNATIONAL: RHB Seeks MYR7.75 Mil. Payment from Unit
FOAMEX INT'L: Roth Unveils 12-Member Sr. Noteholders Panel
FOAMEX INTERNATIONAL: Foamex LP Can Assume Amended Chemtura Pact
MYCOM BHD: Enters into Option Agreements with Financial Firms
PAN MALAYSIAN: Bursa Extends Submission of Regularization Plan
N E W Z E A L A N D
BARRAUD STREET: Court Appoints Joint Liquidators
BROOKSIDE CONTRACTING: Creditors to Prove Claims on Nov. 30
CLEAR CHANNEL: Accepts Bain Capital's US$26.7 Bln Buyout Offer
CLEAR CHANNEL: Fitch Lowers IDR to BB-, Remains on Watch Neg.
CLEAR CHANNEL: US$26.7 Bln Buyout Cues S&P to Cut Ratings to BB+
DOLAN BUILDINGS: Court Names Vance and Jordan as Liquidators
FELTEX CARPETS: NZSA to Seek MED Approval to Bar Directors
HANDS ON: Creditors' Proofs of Claim Due on November 27
HYDRO COMPANY: Hearing of Liquidation Petition Set on Nov. 23
INFRATIL LTD: Discloses 12,350,000 TrustPower Shares Placement
KNG ARCHITECTURAL: Faces Liquidation Proceedings
MANAWATU PLASTIC: Proofs of Claim Due on November 24
MANOWAR OYSTERS: Court to Hear Liquidation Petition on Nov. 20
ORPWOOD CONTRACTING: Liquidation Hearing Fixed on Nov. 23
OWWC LTD: Shareholders Name Douglas Kim Fisher as Liquidator
R F AND C A: Court to Hear CIR's Liquidation Petition
SOLWAY HOMES: Court Sets Liquidation Hearing on December 14
THE LINE KING: Creditors Must Prove Debts by November 27
P H I L I P P I N E S
MANILA ELECTRIC: Clarifies Generation Charge Adjustment
MANILA MINING: Lists 59,688,107,068 Common Shares
METRO PACIFIC: Requests Shares Trading Suspension on Nov. 23
PHILIPPINE LONG DISTANCE: Approves New Long-Term Incentive Plan
RIZAL COMMERCIAL BANKING: Sells NPL & ROPA to Standard Bank
SAN MIGUEL CORP: Posts Steady 9-Month Growth, Sales Up 14%
S I N G A P O R E
AXS-ONE: Sells Enterprise Financials' Assets to Computron
HIAP HENG: Pays Final Dividend to Creditors
HLG ENTERPRISE: Grace Star Wants to Buy All Shares
HOE SENG: Court Hears Wind-Up Petition
KAWAI ASIA: Creditors Must Submit Proofs of Debt by Dec. 10
LINDETEVES-JACOBERG: Posts Shareholders' Change of Interests
PACIFIC CENTURY: SGX-ST Requires Kai and Assoc. Not to Vote
PACIFIC CENTURY: Inks Agreement with Fiorlatte to Sell Shares
READERS DIGEST: Inks US$2.4-Billion Merger Pact with Ripplewood
READERS DIGEST: Posts US$26.7-Mil. Net Loss in September Quarter
SEALOT1 PTE: Creditors Must Prove Debts by Nov. 27
UNI-FRUITVEG: Wind-Up Petition to be Heard on Nov. 24
T H A I L A N D
BANGKOK RUBBER: Sophon Raises Going Concern Doubt
CENTRAL PAPER: Incurs THB47.31-Mil. Net Loss in 3rd Qtr. 2006
THAI PROPERTY: Gains THB845,000 Net Profit in Sept. 2006 Quarter
- - - - - - - -
=================
A U S T R A L I A
=================
ANDREE COTTREAL: Liquidator Porter to Present Wind-Up Report
------------------------------------------------------------
Andree Cottreal Pty Ltd, which is in liquidation, will hold a
final meeting for its members on Nov. 27, 2006, at 11:30 a.m.
During the meeting, Liquidator R. J. Porter will present an
account of the company's wind-up proceedings and property
disposal exercises.
The Liquidator can be reached at:
R. J. Porter
Level 6, 460 Church Street
Parramatta, New South Wales 2150
Australia
About Andree Cottrell
Andree Cottrell Pty Limited operates furniture stores. The
company is located in New South Wales, Australia.
CENTRALIAN MINERALS: To Declare First Dividend on January 8
-----------------------------------------------------------
Centralian Minerals Ltd and its wholly owned subsidiary --
Giants Reef Exploration Pty Ltd -- formerly subject to a deed of
company arrangement, and will declare the first dividend on Jan.
8, 2007, for the Trust.
Creditors are required to formally prove their debts by Dec. 5,
2006, or they will be excluded from sharing in the distribution.
The former Deed Administrator can be reached at:
Bryan Hughes
Pitcher Partners
140 St Georges Terrace
Perth, Western Australia 6000
Australia
Telephone:(08) 9322 2022
Facsimile:(08) 9322 1262
About Centralian Minerals Limited
Centralian Minerals Limited formerly known as Giants Reef Mining
Limited -- http://www.giantsreef.com.au-- is located in Western
Australia. Centralian Minerals is an Australian mining and
mineral exploration company. It is engaged in the mining and
treatment of gold ore from the Chariot, Malbec West, and Cat's
Whiskers deposits. The Chariot Gold Project comprises the
Chariot open pit and underground mine, Malbec West and the
refurbished Warrego carbon-in-pulp treatment plant. The Chariot
mine closed in December 2005, following the depletion of
remaining ore reserves.
According to delisted.com.au, on February 24, 2006, Centralian
Minerals' creditors approved a proposal for the company to enter
into a Deed of Company Arrangement.
On October 17, 2006, the company's directors advised that the
terms of the DOCA have been completed and the Deed
Administrators removed - the new Board of directors took over
the management of the Company going forward.
CHATTEM INC: Plans to Offer US$100 Mln Convertible Senior Notes
---------------------------------------------------------------
Chattem Inc. intend to offer, subject to market and other
conditions, US$100 million aggregate principal amount of
Convertible Senior Notes due 2013 in a private placement to
qualified institutional buyers.
Chattem intends to use approximately US$26 million of the
offering proceeds to fund a convertible note hedge transaction
to be entered into with an affiliate of the placement agent for
the offering, which transaction is intended to offset Chattem's
exposure to potential dilution upon conversion of the notes.
Chattem will also enter into a separate warrant transaction with
an affiliate of the placement agent that, together with the
convertible note hedge transaction, will have the effect of
increasing the effective conversion premium of the notes to
Chattem to approximately 60%. Chattem plans on using proceeds
from the warrant transaction and a portion of the net proceeds
from the note offering to repay all amounts outstanding under
its existing revolving credit facility.
In certain circumstances, the notes may be convertible into cash
up to the principal amount of the notes and, with respect to any
excess conversion value, into cash, shares of Chattem common
stock or a combination of cash and common stock, at Chattem's
option. The interest rate, conversion price and other terms
will be determined by negotiations between Chattem and the
purchasers of the notes. Chattem anticipates that the notes
will bear interest at a rate in the range of 2% to 2.25% and
will have an initial conversion premium in the range of 25% to
27%.
If Chattem consummates the acquisition of the U.S. rights to
five brands from Johnson & Johnson and the consumer healthcare
business of Pfizer Inc., Chattem plans on using the remaining
proceeds derived from the sale of the notes to finance in part
such acquisition. If the acquisition does not close, Chattem
will use the net proceeds remaining after the cost of funding
the convertible note hedge transaction and the repayment of
obligations under its existing revolving credit facility for
working capital and other general corporate purposes.
Based in Chattanooga, Tennessee, Chattem Inc. (NASDAQ: CHTT) --
http://www.chattem.com/-- manufactures and markets a variety
of branded consumer products, including over-the-counter
healthcare products and toiletries and skin care products. The
company's products include Gold Bond medicated powder, Icy Hot
topical analgesic, Dexatrim appetite suppressant, and Bullfrog
sunblock.Chattem has operations in Australia, the United
Kingdom, and Puerto Rico.
* * *
As reported in the Troubled Company Reporter on Oct. 10, 2006,
Moody's Investors Service placed Chattem Inc's corporate family
rating and senior subordinated ratings of Ba3 and B1,
respectively, under review for possible downgrade prompted by
the company's announcement that it had entered into an agreement
to acquire the U.S. rights to five leading consumer and over-
the-counter brands from Johnson & Johnson and the consumer
healthcare business of Pfizer Inc. for US$410 million in cash.
The review for downgrade reflects the potential for
significantly increased leverage and weakened debt protection
measures as a result of this likely all-debt financed
acquisition.
Standard & Poor's Ratings Services revised its outlook on
Chattem Inc. to stable from positive. At the same time,
Standard & Poor's affirmed all of Chattem's ratings, including
its 'BB-' corporate credit rating. Approximately US$151 million
of debt was affected by this action.
DILMUN NAVIGATION: Members to Receive Wind-Up Report on Nov. 30
---------------------------------------------------------------
A final meeting of the members of Dilmun Navigation Company Pty
Ltd will be held on Nov. 30, 2006, at 10:00 a.m.
During the meeting, members will receive the liquidator's
account of the company's wind-up proceedings and property
disposal activities.
The Liquidator can be reached at:
Stuart Craig
80 Pymble Avenue
Pymble, New South Wales 2073
Australia
About Dilmun Navigation
Dilmun Navigation Company Pty Ltd is located in New South Wales,
Australia. The company is engaged in Management Services.
KENDLE INTERNATIONAL: Earns US$4 Million in Third Quarter 2006
--------------------------------------------------------------
Kendle International Inc. has reported its third quarter 2006
financial results.
Reflected in the Company's third quarter performance are results
from mid-August through Sept. 30 related to its acquisition of
the Phase II-IV clinical services business of Charles River
Laboratories International Inc. Kendle completed this
acquisition on Aug. 16.
Net service revenues for third quarter 2006 were
US$75.2 million, an increase of 46% over net service revenues of
US$51.6 million for third quarter 2005.
Of the growth in net service revenues, 24% was organic growth
with the remainder of the growth due to the acquisition. Income
from operations for the third quarter 2006 was around
US$8.1 million, or 11% of net service revenues, compared with
income from operations of around US$5.5 million in third quarter
2005.
Net income for the quarter was around US$4 million after
accounting for certain acquisition-related expenses compared
with net income of US$3.4 million in third quarter 2005.
New business awards were a record US$148 million for third
quarter 2006, an increase of 76% over new business awards in
second quarter 2006.
Contract cancellations for the quarter were US$7 million. Total
business authorizations, which consist of signed backlog and
verbally awarded business, totaled a record US$590 million at
Sept. 30, 2006, a 69% increase from June 30, 2006.
"Kendle continues to focus first and foremost on meeting the
global clinical development needs of our customers," PharmD
chairman and chief executive officer Candace Kendle said.
"Our enhanced position in the marketplace and expanded
therapeutic expertise are already having a strong impact on our
results. During the quarter we delivered significant growth in
backlog and new business awards, further strengthening and
diversifying our customer base and demonstrating the confidence
our customers have in Kendle as a global provider."
She continued, "We are very pleased with the pace at which the
integration is progressing and believe we are well positioned to
meet the increasing needs of our customers for large global
programs across all therapeutic areas and geographic regions."
Net service revenues by geographic region for the third quarter
were 59% in the Americas, 38% in Europe, and 3% in the
Asia/Pacific region.
The top five customers based on net service revenues accounted
for 30% of net service revenues for third quarter 2006 compared
with 34% of net service revenues for third quarter 2005.
Reimbursable out-of-pocket revenues and expenses were
US$21.5 million for third quarter 2006 compared with
US$12.9 million in the same quarter a year ago.
Cash flow from operations for the quarter was a positive
US$9.6 million. Cash and marketable securities totaled
US$27.9 million, including US$2.6 million of restricted cash.
Days sales outstanding in accounts receivable were 46 and
capital expenditures for third quarter 2006 totaled
US$1.9 million.
Net service revenues for the nine months ended Sept. 30, 2006,
were US$197.1 million compared with net service revenues of
US$149.2 million for the nine months ended Sept. 30, 2005.
Net service revenues by geographic region for the nine months
ended Sept. 30, 2006, were 60% in the Americas, 37% in Europe,
and 3% in the Asia/Pacific region.
The top five customers based on net service revenues accounted
for 29% of net service revenues for the first nine months of
2006 compared with 35% of net service revenues for the first
nine months of 2005.
Income from operations for the nine months ended Sept. 30, 2006,
was around US$21.8 million, or 11% of net service revenues,
compared with income from operations of around US$12 million, or
8% of net services revenues, in the first nine months of 2005.
For the three months ended Sept. 30, 2006, the Company reported
US$3.997 million of net income compared with US$3.394 million of
net income in the comparable period in 2005.
Cash flow from operations for the nine months ended Sept. 30,
2006, was a positive US$17.1 million. Capital expenditures for
the nine-month period totaled US$6.1 million.
About Kendle
Headquartered in Cincinnati, Ohio, Kendle International Inc.--
http://www.kendle.com-- is a clinical research organization
(CRO) that provides a range of Phase I-IV clinical development
services to the biopharmaceutical industry. The Company offers
clinical research services and information technology to
biopharmaceutical companies. It delivers integrated clinical
research services, including clinical trial management, clinical
data management, statistical analysis, medical writing,
regulatory consulting and organizational meeting management and
publications services on a contract basis to the
biopharmaceutical industry. The Company operates in North
America, Europe, Asia Pacific, Latin America and Africa. In the
Asia Pacific, Kendel maintains operations in Australia, China,
and India.
* * *
On November 17, 2006, the Troubled Company Reporter - Asia
Pacific reported that in connection with Moody's Investors
Service's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology for the healthcare service
and distribution sector, the rating agency changed its B1
Corporate Family Rating to B2 for Kendle International.
LQ7 (DFIT): Members to Hold Final Meeting on November 30
--------------------------------------------------------
LQ7 (DFIT) Pty Ltd, which is in liquidation, will hold a final
meeting for its members on Nov. 30, 2006, at 10:00 a.m.
At the meeting, the members will receive the liquidators'
accounts of how the company was wound up and its properties
disposed of.
The Liquidators can be reached at:
David Clement Pratt
Timothy James Cuming
PricewaterhouseCoopers
Level 15, 201 Sussex Street
Sydney, New South Wales 1171
Australia
About Lq7 (Dfit)
Lq7 (Dfit) Pty Limited is situated in Queensland, Australia.
The company is engaged with groceries and related products.
MYUNA HOLDINGS: Placed Under Voluntary Liquidation
--------------------------------------------------
Members of Myuna Holdings Pty Ltd met on Oct. 18, 2006, and
decided to voluntarily wind up the company's operations.
Accordingly, Theodora Alice Eszenyi and Samuel Charles Davies
were appointed as joint and several liquidators.
The Joint and Several Liquidators can be reached at:
Theodora Alice Eszenyi
Samuel Charles Davies
c/o McGrathNicol+Partners
Level 13, 99 Gawler Place
Adelaide, South Australia 5000
Australia
Telephone: 08 8468 3700
Web site: http://www.mcgrathnicol.com
About Myuna Holdings
Myuna Holdings Pty Ltd operates offices of holding companies.
The company is located in South Australia.
REVLON INC: Posts US$100.5-Mil. Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Revlon, Inc., generated US$306 million of net sales for the
third quarter ended Sept. 30, 2006, compared with net sales of
US$275 million in the third quarter 2005. Operating loss in
third quarter 2006 was approximately US$57 million, after giving
effect to significant expenses during the quarter related to
restructuring, discontinuing Vital Radiance and executive
severance.
In the United States, net sales for the quarter advanced 13% to
US$160 million, compared with net sales of US$142 million in the
third quarter of 2005. This performance largely reflected the
net sales reduction in the current quarter due to Vital Radiance
and the Almay returns and allowances provisions in the 2005-
quarter. Excluding these factors, net sales in the U.S. were
essentially even with the prior year.
In International, net sales for the quarter advanced 9% to
US$146 million, versus net sales of US$134 million in the third
quarter of 2005. Excluding the impact of foreign currency
translation, this performance was driven by strength in each of
the Company's three geographic regions, particularly Europe and
Latin America. Favorable foreign currency translation added
less than one percentage point to the International growth in
the quarter.
Net loss in the third quarter of 2006 was US$100.5 million
compared with net loss of US$65.4 million in the third quarter
of 2005, largely driven by the same factors that impacted
operating profitability in the quarter, as well as higher
interest expense. Cash flow used for operating activities in
the third quarter of 2006 was US$29.3 million, compared with
cash flow used for operating activities of US$69.1 million in
the third quarter of 2005. This performance largely reflected
the significant use of working capital in the 2005 quarter
related to Vital Radiance and the restage of Almay, partially
offset by the increase in net loss in the current quarter.
During the quarter, the Company began the implementation of its
organizational streamlining, as well as the discontinuance of
Vital Radiance, which did not maintain an economically feasible
retail platform for future growth. In addition, the Company
incurred executive severance during the quarter related to a
change in leadership at the Company. Revlon reiterated its
belief that its restructuring actions taken in the first and
third quarters of 2006, the total impact of Vital Radiance and
executive severance, while negatively impacting its operating
profitability in the third quarter by some US$72 million and the
full year 2006 by an estimated US$140 million, will accelerate
the Company's path to becoming net income and cash flow
positive.
Commenting on the results for the quarter, Revlon President and
Chief Executive Officer David Kennedy stated, "Our results in
the quarter reflect the important, and admittedly costly,
decisions we have made to position Revlon for future success.
We are fortunate to have such a strong portfolio of brands, and
we intend to leverage the tremendous equity of these brands--
particularly Revlon -- as we move forward. Importantly, our go-
forward approach will continue to focus on bringing innovation
and excitement to the market in a way that is intensely focused
on driving our profitability and cash flow."
Organizational Streamlining
During the quarter the Company initiated an organizational
streamlining to eliminate redundancy, reduce layers of
management and overhead costs and improve profit margins. This
restructuring will reduce the Company's U.S. workforce by
approximately 250 positions and result in estimated ongoing
annualized savings of approximately US$34 million. The Company
expects the total cost of the program to be approximately
US$29 million, which it expects to incur over the 2006 and 2007
period. In this regard, the Company incurred restructuring and
related charges during the third quarter totaling approximately
US$14 million related to severance and other termination
benefits and expects to incur an additional US$7 million in
charges related to this program in the fourth quarter of 2006.
The Company incurred charges totaling approximately
US$49 million during the third quarter related to its decision
to discontinue the Vital Radiance brand. The charges include a
provision for returns and allowances of approximately
US$31 million, as well as approximately US$15 million for the
write-off of inventories and selling and promotional materials,
and approximately US$3 million for the write-off and accelerated
amortization of displays. The Company indicated that, including
the cost to discontinue the brand, Vital Radiance is expected to
negatively impact its full year operating profitability by
approximately US$100 million, including the impact of
approximately US$92 million incurred through the first nine
months of 2006.
Commenting on the Company's financial performance, Mr. Kennedy
stated, "Our performance in the third quarter was significantly
impacted by the costs of the decisions we announced in
September. We continue to expect net sales for the full year
2006 to be approximately US$1,340 million, including the impact
of Vital Radiance returns and allowances provisions taken during
the year.
In addition, we continue to expect Adjusted EBITDA for the year
to be approximately US$75 million to US$85 million, after giving
effect to the impacts of the restructuring charges taken during
the year, the expected full-year impact of Vital Radiance, and
executive severance, which collectively are expected to
negatively impact Adjusted EBITDA by approximately
US$125 million. As we look ahead, we are confident in our
ability to achieve Adjusted EBITDA of approximately
US$210 million in 2007."
Nine-Month Results
Net sales in the first nine months of 2006 advanced
approximately 6% to US$953 million, compared with net sales of
US$895 million in the first nine months of 2005. In the United
States, net sales advanced 7% to US$538 million for the first
nine months of 2006, versus net sales of US$502 million in the
same period last year. International net sales of
US$415 million in the first nine months of 2006 advanced
approximately 6% versus net sales of US$393 million in the year-
ago period. Excluding the favorable impact of foreign currency
translation, International net sales grew approximately 5% in
the nine-month period.
Net loss in the first nine months of 2006, after giving effect
to restructuring, discontinuing Vital Radiance and executive
severance, was US$245.8 million, compared with a net loss in the
first nine months of 2005 of US$148.0 million. Cash flow used
for operating activities in the first nine months of 2006 was
US$124.8 million, compared with cash flow used for operating
activities of US$115.9 million in the first nine months of 2005.
About Revlon
Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a
worldwide cosmetics, skin care, fragrance, and personal care
products company. The company's vision is to deliver the
promise of beauty through creating and developing the most
consumer preferred brands. The company's brands include
Revlon(R), Almay(R), Vital Radiance(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R). The company has operations in Asia-
Pacific, including Australia, China, Hong Kong, Singapore, and
Taiwan.
At March 31, 2006, the company's balance sheet showed
US$1,085,400,000 in total assets and US$2,127,500,000 in total
liabilities, resulting in a stockholders' deficiency of
US$1,042,100,000.
STARK-HOLDINGS PTY: Members' Final Meeting Slated for Nov. 30
-------------------------------------------------------------
The members of Stark-Holdings Pty Ltd will hold a final meeting
on Nov. 30, 2006, at 10:15 a.m. to consider these resolutions:
-- to receive and adopt the report of the liquidator's act
and dealings during the conduct of the company's wind-up;
-- to receive and adopt Australian Securities and Investments
Commission Form 524 Accounts and Statement by a
liquidator;
and
-- to transact any other business which may properly be
brought forward at the meeting.
The Troubled Company Reporter - Asia Pacific previously reported
that the company commenced a wind-up of its operations on
March 2, 2006.
The Liquidator can be reached at:
Frederick George Thomas
c/o Haywards Accountants
Level 8, 19-31 Pitt Street
Sydney, New South Wales 2000
Australia
About Stark Holdings
Stark Holdings Pty Ltd is located in Queensland, Australia. The
company operates miscellaneous food stores,
TAISHO (AUSTRALIA): Liquidator to Present Wind-Up Report
--------------------------------------------------------
The members of Taisho (Australia) Pty Ltd will meet for their
final meeting on Nov. 30, 2006, at 10:00 a.m., to receive a
report of the company's wind-up proceedings from Liquidators.
Pratt and Cuming.
As reported by the Troubled Company Reporter - Asia Pacific, the
members decided to wind up the company's operations on Aug. 2,
2006.
The Liquidators can be reached at:
David Clement Pratt
Timothy James Cuming
PricewaterhouseCoopers
Level 15, 201 Sussex Street
Sydney, New South Wales 1171
Australia
About Taisho (Australia)
Taisho (Australia) Pty Limited -- http://www.taisho.co.jp-- is
located in New South Wales, Australia. The company is engaged
with Drug Proprietaries, and Druggists' Sundries.
TRW AERONAUTICAL: Final Meeting Fixed on November 27
----------------------------------------------------
The members and creditors of TRW Aeronautical Systems Australia
Ltd will meet on Nov. 27, 2006, at 10:30 a.m.
At the meeting, the members and creditors will be asked to:
-- receive the final receipts and payments from the
liquidator;
-- receive formal notice of the end of the administration;
-- resolve that the company be dissolved; and
-- resolve that the books and records of the company be
destroyed.
The Liquidator can be reached at:
Cliff Sanderson
CRS Warner Sanderson
Level 5, 30 Clarence Street
Sydney, New South Wales 2000
Australia
About TRW Aeronautical
TRW Aeronautical Systems Australia Limited was formerly known as
Lucas Industries Australia Ltd. It was established during the
1950s' and was a manufacturer of rubber and plastic components.
Between 1962 and 1967 TRW Aeronautical was the first to develop
a polypropylene battery container and lid. The company expanded
over the years and moved into the solar and aviation industry
where it was a co-producer of the Royal Australian Air Force's
Hornet planes. The company had evolved into a global automotive
and industrial component manufacturer.
The company is located in New South Wales, Australia.
UNIBOND IMPORTS: Members Opt for Voluntary Wind-Up
--------------------------------------------------
At a general meeting held on Oct. 18, 2006, the members of
Unibond Imports Pty Ltd passed a special resolution to
voluntarily wind up the company's operations.
In this regard, Theodora Alice Eszenyi and Samuel Charles Davies
were appointed as joint and several liquidators.
The Joint and Several Liquidators can be reached at:
Theodora Alice Eszenyi
Samuel Charles Davies
c/o McGrathNicol+Partners
Level 13, 99 Gawler Place
Adelaide, South Australia 5000
Australia
Telephone: 08 8468 3700
Web site: http://www.mcgrathnicol.com
About Unibond Imports
Unibond Imports Pty Ltd is an operator of Nonresidential
Buildings. The company is located in South Australia,
Australia.
XILLIX TECHNOLOGIES: Files for Protection Under CCAA
----------------------------------------------------
Xillix Technologies Corp. disclosed that, as a result of the
demand letter, which it received from its secured lender,
Hercules Technology Growth Capital, Inc., on October 13, 2006,
the Company has sought and obtained an order from the British
Columbia Supreme Court granting it protection from creditors
under the Companies' Creditors Arrangement Act.
The court order will give the Company time to develop a
reorganization plan, thereby providing the Company with an
opportunity to maximize value for its stakeholders. During the
period of this protection, the Company intends to continue to
seek a collaboration partner or other interested party to
further the development and commercialization of Xillix's world
leading fluorescence endoscopy for cancer detection.
PricewaterhouseCoopers has been appointed as Monitor to assist
the Company in connection with its reorganization.
Demand Letter
The Company had received a demand letter from Hercules for the
repayment of the term loan advanced by Hercules to the Company's
wholly owned subsidiary, Xillix US Ltd., pursuant to the loan
agreement dated as of December 20, 2005, which Loan is
guaranteed by the Company.
Hercules has alleged that Xillix is in default under the Loan
Agreement and related security agreement by reason of the
occurrence of material adverse effects consisting of the
Company's failure to meet its internal forecasts of sales and
EBITDA for August, 2006 and the fact that the Company's total
assets to liabilities ratio in August was less than 1.0 to 1.0.
Hercules has demanded repayment of the Loan in the amount of
US$4,091,034, plus interest from October 1st at a daily rate of
US$1,369.35 and a back end fee of US$115,500, all by
October 23, 2006.
The Loan was advanced by Hercules to Xillix US in December 2005,
bears interest at the rate of 12.40% per annum, is repayable in
equal blended monthly instalments of principal and interest in
the amount of US$260,000 each, and is guaranteed by the Company
and secured by a security interest in all of the Company's
assets.
Loan Restructuring
In August 2006, Xillix had a number of discussions with Hercules
regarding the restructuring of the Loan, which on August 21,
2006, culminated in the execution of an amendment to the Loan
Agreement, pursuant to which the Company agreed to amend certain
of the terms of the Loan, including the amount of the monthly
payments, and paid the sum of US$1 million to Hercules as a
partial prepayment of principal. In exchange, Hercules agreed
to waive certain claims, which it otherwise may have had with
respect to defaults under the Loan Agreement.
About Xillix
Xillix Technologies Corp. (TSX:XLX) --- http://www.xillix.com/-
- is a Canadian medical device company and the world leader in
fluorescence endoscopy for improved cancer detection. Xillix's
currently approved device, Onco-LIFETM, incorporates
fluorescence and white-light endoscopy in a single device that
has been developed for the detection and localization of lung
and gastrointestinal cancers.
An international multicenter lung cancer clinical trial of Onco-
LIFE demonstrated a 325% per-lesion improvement in the detection
of early lung cancer (moderate-severe dysplasia and carcinoma in
situ) and a 250% per- patient improvement compared to white-
light alone. Onco-LIFE is approved for sale in the United
States for the lung application and in Europe, Canada and
Australia for both lung and GI applications. The Company also
recently announced that it has developed a new product, LIFE
LuminusTM, designed to allow fluorescence imaging of the colon
using conventional video endoscope technology.
================================
C H I N A & H O N G K O N G
================================
ALDWICK TEXTILE: Court to Hear Wind-Up Petition on Dec. 27
----------------------------------------------------------
The High Court of Hong Kong will hear the wind-up petition
against Aldwick Textile Exports Ltd on Dec. 27, 2006, at
9:30 a.m.
Plexus Cotton Ltd filed the petition with the Court on Nov. 1,
2006.
The Solicitors for the Petitioner can be reached at:
Deacons
5th Floor, Alexandra House
18 Chater Road
Central, Hong Kong
About Aldwick Textile
Aldwick Textile Exports Limited was established in 1984. The
company's main office is located in Hong Kong with factories in
China. The company is engaged in Textiles, Denim, Yarns, and
Piecegoods.
ALERIS INTERNATIONAL: Posts US$24.2 Mil. Net Loss in Third Qtr.
---------------------------------------------------------------
Aleris International, Inc. reported a US$24.2 million net loss
on US$1.4 billion of revenues for the third quarter ended Sept.
30, 2006, compared with a US$31.5 million of net income earned
on US$554.9 million of revenues for the same period in 2005.
Consolidated revenues for the three months ended Sept. 30, 2006
increased US$840.1 million as compared to the three months ended
Sept. 30, 2005. The acquired operations of Corus Aluminum,
ALSCO, Tomra Latasa, Alumitech and the acquired assets of Ormet
accounted for an estimated US$578.5 million of this increase.
The impact of rising primary aluminum prices and higher shipment
levels were partially offset, however, by slightly lower rolling
margins.
At Sept. 30, 2006, the company's balance sheet showed US$3.3
billion in total assets, US$2.8 billion in total liabilities,
and US$452.8 million in total stockholders' equity.
Full-text copies of the company's third quarter financial
statements are available for free at:
http://researcharchives.com/t/s?14f3
Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. -- http://www.aleris.com/-- manufactures
aluminum rolled products and extrusions, aluminum recycling and
specification alloy production. The company is also a recycler
of zinc and a leading U.S. manufacturer of zinc metal and value-
added zinc products that include zinc oxide and zinc dust.
On Aug. 1, 2006, the company acquired the aluminum business of
Corus Group plc for a cash purchase price of approximately
US$885.7 million. The acquisition included Corus Group plc's
aluminum rolling and extrusions business but did not include
Corus's primary aluminum smelters.
Along with company's aluminum recycling operations in Germany,
the United Kingdom, Mexico and Brazil and magnesium recycling
operations in Germany and the Netherlands, with the Corus
Aluminum acquisition, the company now has rolled products and
extrusions operations in Germany, Belgium, Canada and China. In
addition, the company is in the process of constructing a zinc
recycling facility in China.
* * *
Moody's Investors Service confirmed its B1 Corporate Family
Rating for Aleris International, Inc. and its Ba3 rating on the
company's US$400 million issue of senior secured term loan, in
connection with Moody's implementation of its new Probability-
of-Default and Loss-Given-Default rating methodology. Moody's
also assigned an LGD3 rating to those loans, suggesting
noteholders will experience a 32% loss in the event of a
default.
BANK OF COMMUNICATION: Fitch Keeps Individual D Rating
------------------------------------------------------
Fitch Ratings on November 17, 2006, affirmed the ratings of
China Construction Bank.
-- Individual D; and
-- Support 2
BCOM's Individual rating reflects its much improved credit
profile following its 2004-2005 restructuring efforts. BCOM's
profitability has noticeably strengthened with return on average
assets rising to 0.8% at H106 from 0.5% before restructuring,
due to declining loan loss provisioning and falling cost ratios.
The latter has dropped to 44% at end June 2006 from 52% at end-
2003. Meanwhile, asset quality has also improved with the
bank's NPL ratio down to 2.1% at H106 from 19% in 2002, although
like its internationally listed peers special mention loans
remain high at 9.1%.
Following last year's IPO, BCOM's capital position has
strengthened, with the ratio of equity/assets and total capital
adequacy ratio rising to 5.3% and 11.1%, respectively, at H106
from 1.3% and 8.8% in 2002. However, like CCB, rapid loan
growth of 16.8% (non-annualized) in the first six months of 2006
has placed downward pressure on the ratio of equity/assets and
heightened concerns about capital erosion. BCOM is targeting
much slower loan growth for H206.
CHINA CONSTRUCTION: Individual Rating Stays at D, Fitch Says
------------------------------------------------------------
On November 17, 2006, Fitch Ratings affirmed the ratings of
China Construction Bank.
-- Issuer Default rating at A- with Positive Outlook;
-- Short-term F2;
-- Individual D; and
-- Support 1
CCB's IDR, which is one notch below China's sovereign, is driven
by very high expectations of state support. CCB's Individual
'D' rating reflects its much improved financials following
recent reforms, although like its peers the bank continues to
face a number of challenges.
In the wake of restructuring, profitability has improved, with
return on assets of 0.95% at end-June 06 from 0.7% in 2003.
This is largely attributable to CCB's robust net interest margin
(the highest among all commercial banks under Fitch's coverage)
as well as comparatively low costs. Asset quality also has
broadly improved, but remains a key area of concern. At end-
June 06, CCB's NPL ratio fell to a low of 3.5% of total loans,
but special mention loans remained notably high at 9.7%.
Capital ratios strengthened following the bank's October 05 IPO,
with the bank's total capital adequacy ratio rising to a
relatively robust 13.2% from 6.5% in 2003.
However, the ratio of equity/assets has eroded somewhat recently
amid rapid loan growth, as evidenced by the 40 bps decline in
CCB's ratio of equity/assets in H106 to 5.9%. Lending expanded
14.5% (non-annualized) in H106, and the bank is targeting 15%
loan growth for the full year, pointing to a marked slowdown in
credit in H206.
DAILY CHARM: Inability to Pay Debts Prompts Wind-Up
---------------------------------------------------
At an extraordinary general meeting on Nov. 13, 2006, creditors
of Daily Charm Industrial Ltd passed a special resolution to
voluntarily wind up the company's operations by reason of its
liabilities.
In this regard, Huen Ho Yin was appointed as liquidator.
The Liquidator can be reached at:
Huen Ho Yin
Rooms 3307-3312, 33/F.
West Tower, Shun Tak Centre
168-200 Connaught Road, Central
Sheung Wan, Hong Kong
About Daily Charm
Daily Charm Industrial Ltd -- http://www.dailycharm.com/-- was
established in Hong Kong on 1993. The company maintains an
office in Hong Kong with factory in Shenzhen, China. The
company has a wide range of products from toys, premiums,
collectables, vinyl figures, electronics, and sewing items.
DANA CORP: Dana Credit Inks Forbearance Pact with Noteholders
-------------------------------------------------------------
Dana Credit Corporation has outstanding notes in the aggregate
principal amount of approximately US$399,000,000. An Ad Hoc
Committee of Noteholders in Dana Corporation and its debtor-
affiliates' bankruptcy cases, representing the holders of a
majority of the outstanding principal amount of the DCC Notes,
has asserted that the DCC Notes became immediately due and
payable as a result of the commencement of the Debtors'
bankruptcy.
In a filing with the Securities and Exchange Commission dated
October 30, 2006, Michael L. DeBacker, vice president of Dana
Corporation, relates that DCC and the Ad Hoc Committee have been
negotiating the terms of a new forbearance agreement under
which, among other things, DCC will continue to market its lease
and other portfolio assets and use the sale proceeds to make
payments to forbearing holders of the DCC Notes.
According to Mr. DeBacker, the terms of the forbearance
agreement which are currently being discussed are set forth in
the DCC Restructuring Proposal.
Dana does not undertake to furnish any updates to the terms or
to any drafts of the proposed forbearance agreement until the
time, if any, as a definitive agreement with respect to the
matter is executed, Mr. DeBacker says.
A full-text copy of DCC Restructuring Proposal is available at
no charge at:
http://researcharchives.com/t/s?143d
About Dana Corporation
Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies. Dana employs 46,000
people in 28 countries. Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually. Dana has facilities in China, Argentina, and
Italy.
The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne
Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer. Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents
the Official Committee of Unsecured Creditors. Fried, Frank,
Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders. Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees. When the Debtors filed for protection from
their creditors, they listed US$7.9 billion in assets and US$6.8
billion in liabilities as of Sept. 30, 2005. (Dana Corporation
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
Dominion Bond Rating Service downgraded Dana Corporation's Bank
Debt rating to D from CCC, and cut the Senior Unsecured Notes
rating to D from CC. DBRS's rating action follows the company's
decision to file for Chapter 11 bankruptcy protection. The
filing covers Dana and 40 U.S. subsidiaries of the company, and
excludes Dana's European, South American, Asia-Pacific,
Canadian, and Mexican subsidiaries.
Following Dana Corporation's announcement that it has filed for
Chapter 11 bankruptcy court protection and defaulted on its debt
agreements, Fitch downgraded Dana's issuer default rating to 'D'
from 'C'.
Moody's Investors Service assigned B3 ratings to the US$1.45
billion debtor-in-possession financing of Dana Corp. as a
Debtor-in-Possession. The DIP financing consists of a US$750
million super priority senior secured asset based revolving
credit and a US$700 million super priority senior secured term
loan B.
DANA CORP: Court Approves Bing Metals Settlement Agreement
----------------------------------------------------------
At Dana Corporation and its debtor-affiliates' behest, the U.S.
Bankruptcy Court for the Southern District of New York approved
the settlement agreement the Debtors entered into with Bing
Metals Group-Assembly Inc., which provides that:
(a) The Debtors will purchase at normal invoice price all
parts in Bing Metals' inventory produced for the Ford
U-354 Program in an as-is condition, as long as those
parts are not generally recognized as scrap. The parties
will reconcile their accounts receivable and accounts
payable for those parts, taking into account any
postpetition debits possessed by the Debtors for "offsets
for steel, short shipping, sorting costs and defective
costs" and to determine the amount to be paid upon
reconciliation.
The Debtors will limit its potential offsets to the
offsets they had previously brought to Bing Metals'
attention, including US$48,000 in debits they identified
to Bing Metals on the eve of Settlement. The Debtors
will also waive any other potential debits and pay the
reconciled amount.
The Debtors estimates that the amount is approximately
US$150,000, whereas Bing Metals has argued that it should
be approximately US$170,000.
(b) The Debtors agree to purchase at normal invoice price 176
packaging baskets that Bing Metals had purchased for
packaging parts to be sold to the Debtors. The total
invoice cost of those baskets was approximately
US$55,000. The Debtors estimate that the amount
represents the fair market value for those packaging
baskets and as part of the Settlement, the Debtors paid
the amount to Bing Metals on September 22, 2006.
(c) The Debtors will purchase from Bing Metals any Severstal
brand steel inventory in Bing Metals' possession at
US$0.1814 per pound. Bing Metals has since advised the
Debtors that it can provide no evidence that the steel it
possesses is Severstal brand steel. As a result of the
concession, the Debtors have no obligation to pay those
amounts.
(d) The Debtors agree to pay US$75,000 to Bing Metals for
"costs attributed to start-up of the Toyota Program,"
including "sunk costs." Bing Metals was required to
provide to the Debtors all of the documentary evidence of
those costs in Bing Metals' possession, but the Debtors
agreed as a part of the Settlement to pay the amount
immediately regardless of what evidence was produced by
Bing Metals. In connection with the Settlement, the
Debtors made the Sunk Cost Payment on September 22, 2006.
(e) Bing Metals was to surrender possession of the Ford
Tooling by immediately providing the Debtors with access
to its premises and assisting with the shipment of those
tooling. Bing Metals surrendered possession of the Ford
Tooling to the Debtors on September 12, 2006.
(f) The Debtors would assume Bing Metals' obligations to
third parties with respect to the purchase of Toyota
Tooling.
(g) The parties agree to a limited release of claims with
respect to the Toyota and Ford Programs, but the Debtors
will retain certain warranty claims against Bing Metals
for parts sold by Bing Metals to them.
(h) The Debtors will pay US$25,000 to Bing Metals if it could
provide proof that the Debtors agreed to pay a particular
expedited shipping charge. Bing Metals has since
conceded that it has no proof that the Debtors ever
agreed to pay the amount.
As reported in the Troubled Company Reporter on Oct. 19, 2006,
the Debtors and Bing Metals are parties to a number of
agreements relating to two separate manufacturing programs for
Operations, Engineering and Maintenance products:
(1) The Ford U-354 Program
Bing Metals supplies the Debtors with parts utilized to
manufacture frames for the Ford Expedition and Lincoln
Navigator sport-utility vehicle.
In February 2005, the Debtors issued a purchase order for
tooling in connection with the Ford Program. Pursuant to
the Purchase Order and the Debtors' agreements with Ford
Motor Company, ownership of the Ford Tooling passed from
Bing to the Debtors to Ford.
The Debtors have paid Bing Metals in full before the
Petition Date for the Ford Tooling, and was reimbursed by
Ford for the cost of those tooling.
(2) The Toyota 200L Program
In late 2005, Bing Metals was identified as a supplier
parts utilized to manufacture frames for the Sequoia
sport-utility vehicle, referred to as the Toyota 200L
Program. In connection with the Toyota Program, the
Debtors and Bing Metals entered into a non-binding letter
of intent in November 2005.
The Debtors then issued a series of purchase orders,
dated June 7, 2006, for approximately US$3,611,459 for
tooling to be utilized in Bing Metals' production of
component parts for the Toyota 200L Program.
Bing Metals, in turn, sought to purchase that tooling
from Fabest Co., Ltd., for approximately US$400,000 less
than the amount the Debtors were to pay for the Toyota
Tooling.
As of the Debtors' bankruptcy filing, the Toyota Tooling
had not been completed by Fabest or sold to Bing Metals,
and the Debtors have not paid any amounts to Bing Metals
for the Tooling.
In late July and August 2006, the Debtors expressed concerns to
Bing Metals regarding the quality of the parts Bing Metals was
producing for them.
After continuing to experience various financial, quality and
other difficulties, Bing Metals advised the Debtors that it no
longer desired to produce production parts under the Ford U-354
Program, and that it desired to terminate its relationship with
the Debtors with respect to that program.
In response, the Debtors exercised its right to cancel the
letter of intent with respect to the Toyota 200L Program. The
parties then held a number of discussions in an effort to effect
an equitable and consensual conclusion of their business
relationship.
As part of the process, the Debtors sought to take possession of
the Ford Tooling from Bing Metals so that it could be delivered
to a replacement supplier. Bing Metals, however, was unwilling
to release the Ford Tooling unless and until the Debtors agreed
to pay certain disputed amounts associated with both the Ford U-
354 Program and the Toyota 200L Program.
Specifically, Bing Metals demanded that the Debtors pay various
costs it incurred in connection with the Ford U-354 Program,
including reimbursement for steel purchased by Bing Metals,
certain expedited freight charges it incurred in shipping parts
to the Debtors and the cost of certain packaging baskets it had
purchased. Bing Metals sought to have the Debtors waive their
rights to certain debits or claims they have against Bing Metals
for short shipments and defective parts. Bing Metals also
demanded that the Debtors reimburse various costs it allegedly
incurred in connection with its efforts to source the tooling
for the Toyota 200L Program.
The Michigan Lawsuit
The Debtors were unwilling to pay the demanded amounts.
Subsequently, on Sept. 11, 2006, the Debtors commenced a lawsuit
against Bing Metals in the U.S. District Court for the Eastern
District of Michigan:
(a) asserting that Bing Metals had breached its contracts
with the Debtors relating to the Ford U-354 Program; and
(b) seeking the return of the Ford Tooling, along with money
damages and other forms of relief.
On the same date, the Debtors filed a motion in the Michigan
Lawsuit, seeking a temporary restraining order requiring Bing
Metals to give the Debtors' employees access to its premises so
that the Debtors could take possession of the Ford Tooling.
Bing Metals filed a response to the Debtors' TRO Motion. Before
the hearing on the TRO Motion, the Debtors and Bing Metals have
agreed on a settlement of their disputes.
About Dana Corporation
Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies. Dana employs 46,000
people in 28 countries. Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually. Dana has facilities in China, Argentina and
Italy.
The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne
Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer. Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents
the Official Committee of Unsecured Creditors. Fried, Frank,
Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders. Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees. When the Debtors filed for protection from
their creditors, they listed US$7.9 billion in assets and US$6.8
billion in liabilities as of Sept. 30, 2005. (Dana Corporation
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
Dominion Bond Rating Service downgraded Dana Corporation's Bank
Debt rating to D from CCC, and cut the Senior Unsecured Notes
rating to D from CC. DBRS's rating action follows the company's
decision to file for Chapter 11 bankruptcy protection. The
filing covers Dana and 40 U.S. subsidiaries of the company, and
excludes Dana's European, South American, Asia-Pacific,
Canadian, and Mexican subsidiaries.
Following Dana Corporation's announcement that it has filed for
Chapter 11 bankruptcy court protection and defaulted on its debt
agreements, Fitch downgraded Dana's issuer default rating to 'D'
from 'C'.
Moody's Investors Service assigned B3 ratings to the US$1.45
billion debtor-in-possession financing of Dana Corp. as a
Debtor-in-Possession. The DIP financing consists of a US$750
million super priority senior secured asset based revolving
credit and a US$700 million super priority senior secured term
loan B.
DANA CORP: Court Lifts Stay Allowing Franklin to Terminate Pacts
----------------------------------------------------------------
In October 2006, Franklin Fueling Systems Inc. asked the United
States Bankruptcy Court for the Southern District of New York
to, among others, modify the automatic stay to permit it to
immediately terminate three agreements it entered into with Dana
Corporation and its debtor-affiliates in November 2005:
(1) A Supply Agreement requiring the Debtors to supply
certain in-ground flexible fuel pipe to FFS;
(2) A Bailment Agreement relating to certain of FFS' property
to be used by the Debtors in the manufacture of the
piping products; and
(3) An Equipment Sale Agreement to convey certain used
equipment to FFS.
Accordingly, the Court directed the Debtors to provide Franklin
Fueling a report of their expert's opinions for testimony and
that expert's related information not later than Nov. 10, 2006.
Franklin may also make use of expert rebuttal testimony, and by
no later than Nov. 17, 2006, provide the Debtors with a report
of its expert's opinions for testimony and that expert's related
information.
The Court also established these dates to govern the discovery
process with regards to the Debtors and Franklin:
Nov. 17, 2006 -- Close of written discovery
Nov. 28, 2006 -- Close of fact witness deposition discovery
Dec. 1, 2006 -- Close of expert witness deposition discovery
Dec. 11, 2006 -- Deadline to file pre-hearing briefs, witness
identification lists, hearing exhibit
identification lists and any stipulations of
facts
Dec. 18, 2006 -- Evidentiary hearing
The Court ruled that the parties may agree with each other to
extend any scheduled dates without the need to amend the Agreed
Scheduling Order or to obtain the Court's permission in advance.
The Court clarified that the authority to extend the scheduled
dates does not apply to the Dec. 11, 2006, deadline for pre-
hearing briefs and related submissions or the Dec. 18, 2006,
hearing date.
The parties have also agreed to enter into a Court-approved
protective order for confidential information exchanged among
them in the current matter. Confidential Information will refer
to any information which contains trade secrets, know-how,
proprietary data, research, development or other confidential
commercial information.
Confidential Information designated as "CONFIDENTIAL" may only
be disclosed to the parties' outside counsel of record and in-
house counsel, the parties' officers and employees to a limited
extent, consultants and experts retained for the matter, actual
or potential witnesses, and the Court.
The Court previously authorized the Debtors and Franklin to
conduct discovery pursuant to Rules 7026, 7028 and 7037 of the
Federal Rules of Bankruptcy Procedure.
The Court directed the Debtors to serve written responses and
any privilege, and make responsive, non-privilege documents
available for Franklin's inspection and copying no later than
Nov. 2, 2006.
The Court permitted either party to serve additional document
requests, interrogatories or requests for admissions; provided
that:
(i) neither Party may serve more than 25 interrogatories in
total or 150 document requests in total, including
discrete subparts as to both; and
(ii) all document requests, interrogatories or requests for
admissions must be served so that the deadline for
responses is no later than the date for the close of
written discovery.
The responding Party must serve written responses and any
privilege logs, and make responsive, non-privileged documents
available for inspection and copying by the requesting Party no
later than 15 days after service of the requests.
About Dana Corporation
Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in
the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies. Dana employs 46,000
people in 28 countries. Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually. Dana has facilities in China, Argentina and
Italy.
The company and its affiliates filed for chapter 11 protection
on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). Corinne
Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors. Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker. Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer. Thomas Moers
Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents
the Official Committee of Unsecured Creditors. Fried, Frank,
Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders. Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees. When the Debtors filed for protection from
their creditors, they listed US$7.9 billion in assets and US$6.8
billion in liabilities as of Sept. 30, 2005. (Dana Corporation
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
Dominion Bond Rating Service downgraded Dana Corporation's Bank
Debt rating to D from CCC, and cut the Senior Unsecured Notes
rating to D from CC. DBRS's rating action follows the company's
decision to file for Chapter 11 bankruptcy protection. The
filing covers Dana and 40 U.S. subsidiaries of the company, and
excludes Dana's European, South American, Asia-Pacific,
Canadian, and Mexican subsidiaries.
Following Dana Corporation's announcement that it has filed for
Chapter 11 bankruptcy court protection and defaulted on its debt
agreements, Fitch downgraded Dana's issuer default rating to 'D'
from 'C'.
Moody's Investors Service assigned B3 ratings to the US$1.45
billion debtor-in-possession financing of Dana Corp. as a
Debtor-in-Possession. The DIP financing consists of a US$750
million super priority senior secured asset based revolving
credit and a US$700 million super priority senior secured term
loan B.
FERRO CORPORATION: Files 3 Quarters of 2005 Financial Reports
-------------------------------------------------------------
Ferro Corporation has now submitted its 2005 reports on Form 10-
Q for the quarters ending March 31, June 30 and Sept. 30, 2005,
to the Securities and Exchange Commission.
The company's Statement of Operations showed:
For the period ended
------------------------------------------------
Quarter Quarter Quarter
03/31/06 06/30/06 09/30/06
----------- --------- ----------
Revenue US$461,674,000 US$496,626,000 US$466,116,000
Net (Loss) (65,000) (154,000)
(6,850,000)
The company's Balance Sheet showed:
For the period ended
---------------------------------------------
Quarter Quarter Quarter
03/31/06 06/30/06 09/30/06
---------- ---------- --------
Current Assets US$640,453,000 US$643,089,000 US$626,011,000
Total Assets 1,740,891,000 1,719,239,000 1,698,818,000
Current
Liabilities 402,457,000 383,856,000 375,031,000
Total
Liabilities 1,213,911,000 1,207,523,000 1,186,508,000
Total
Stockholders'
Equity (Deficit) (504,923,000) (490,310,000)
(491,377,000)
Full-text copies of the company's financial statements are
available for free at:
First quarter ended
March 31, 2005 http://researcharchives.com/t/s?1522
Second quarter ended
June 30, 2006 http://researcharchives.com/t/s?1523
Third quarter ended
Sept. 30, 2006 http://researcharchives.com/t/s?1524
With the completion of the 2005 financial filings, the company
will then focus on the completion of its Form 10-Q filings for
the first three quarters of 2006, and expects to file these
reports with the SEC by the end of 2006.
About Ferro Corp
Headquartered in Cleveland, Ohio, Ferro Corporation --
http://www.ferro.com-- is a global producer of an array of
performance materials sold to a range of manufacturers in
approximately 30 markets throughout the world. Ferro applies
certain core scientific expertise in organic chemistry,
inorganic chemistry, polymer science and material science to
develop coatings for ceramics and metal; materials for passive
electronic components; pigments; enamels, pastes and additives
for the glass market; glazes and decorating colors for the
dinnerware market; specialty plastic compounds and colors;
polymer additives; specialty chemicals for the pharmaceuticals
and electronics markets, and active ingredients and high-purity
carbohydrates for pharmaceutical formulations. The company's
products are classified as performance materials, rather than
commodities, because they are formulated to perform specific and
important functions both in the manufacturing processes and in
the finished products of its customers
Ferro Corp.'s global locations include Europe, Argentina,
Australia, and China.
Standard & Poor's Ratings Services' 'B+' long-term corporate
credit and 'B' senior unsecured debt ratings on Ferro Corp.
remained on CreditWatch with negative implications, where they
were placed Nov. 18, 2005.
Standard & Poor's will resolve the CreditWatch after Ferro files
its 2005 full year and 2006 quarterly financial statements,
which are expected by Sept. 30th and Dec. 31st, respectively.
GSI GROUP: CEO and Director Richard Christman Resigns
-----------------------------------------------------
GSI Group Inc., disclosed that its chief executive officer and
director, Richard Christman, has resigned from his positions.
The company also disclosed that William J. Branch, chairman,
assumes the additional duties of chief executive officer.
GSI Group Inc. supplies precision technology to the global
medical, electronics, and industrial markets and semiconductor
systems. GSI Group's common shares are listed on Nasdaq (GSIG).
* * *
Headquartered in Billerica, MA, GSI Group Inc. --
http://www.gsig.com/-- supplies precision motion components,
lasers and laser-based advanced manufacturing systems to the
global semiconductor, electronics, medical, aerospace and
industrial markets. The company is organized into three
segments: Precision Motion, Laser Systems and Lasers. The
Precision Segment includes technologies for precision motion and
motion control. The Laser segment designs and manufactures
mainly lasers from a few watts to two kilowatts. The Laser
Systems Segment sells large, end-user systems that enable the
manufacturing process of certain semiconductor chips, such as
dynamic random access memory chips (DRAM) and flash memory (NAND
Flash) chips.
GSI has locations in China, Japan, Germany, and the United
Kingdom.
In May 2005, Moody's Investors Service assigned a B3 rating to
the senior notes of The GSI Group, Inc. In addition, Moody's
affirmed GSI's existing ratings, including its B2 senior implied
rating, and assigned a speculative grade liquidity rating of
SGL-2.
Also in May 2005, Standard & Poor's Ratings Services assigned
its 'B' corporate credit rating to GSI Group and assigned its
'B-' senior secured rating to the US$125 million senior
unsecured notes due in 2013. The outlook was stable.
GUANGDONG DEVELOPMENT: Buy of Guangdong on Fitch' CreditPositive
----------------------------------------------------------------
On November 17, 2006,Fitch Ratings said that it viewed the
acquisition of management control of Guangdong Development Bank
by a Citigroup-led consortium to be credit positive.
Citigroup's extensive experience in emerging markets and strong
franchise should facilitate improved corporate governance,
transparency, risk management, and commercialization.
However, Fitch noted that visible progress in GDB's weak
financial profile will be necessary before the bank's current
Individual 'E' rating can be upgraded. GDB has not published
official financials since year-end 2004. At that time, the
bank's asset quality, earnings, and capital were all rather
weak, with a ratio of non-performing loans/total loans of 16.6%,
return on assets a very low 0.03%, and the ratio of
equity/assets a thin 1.5%.
While a formal announcement on how GDB is to be restructured and
the associated loss-sharing between the bank, the consortium,
and the provincial and central governments has yet to be
announced, Fitch states that speedy balance sheet cleansing will
be a key in Citigroup's ability to move forward with its
strategy in a timely fashion.
INTELLIGENT SHOE: Appoints Cheng Faat Ting Gary as Liquidator
-------------------------------------------------------------
Cheng Faat Ting Gary was appointed liquidator of Intelligent
Shoe Manufacturing Company Ltd by virtue of an ordinary
resolution at a general meeting held Nov. 10, 2006.
Mr. Gary's appointment was confirmed at the creditors' meeting
held subsequently that same day.
The Liquidator can be reached at:
Cheng Faat Ting Gary
8/F, Richmond Commercial Building
109 Argyle Street, Mongkok
Kowloon, Hong Kong
About Intelligent Shoe
Intelligent Shoe Manufacturing Company Ltd, which is also
trading as Sing Fai Shoe Factory --
http://www.intshoe.com/Company%20profile.html--
was established in 1980. The company has been exporting
children shoes, sport shoes, casual shoes, sandals, skaters, and
other kinds of footwear for over 10 years to European countries,
South-East Asia, Australia and New Zealand.
The company's factory is located at Tab Kong Village, Tung Hang
Town, Dongguan City, Guang Dong, China.
LIU CHONG BANK: Fitch Keeps Individual Rating at C
--------------------------------------------------
On November 16, 2006 Fitch Ratings affirmed the Individual
rating of Liu Chong Hing Bank at 'C' and Support rating at '3'.
The Individual rating of LCH reflects the bank's adequate
balance sheet strength and prudent management. Founded in 1948
with long operating history, the bank benefits from its retail-
oriented deposit base, with individuals accounting for a high
90% of the bank's deposits, which in turn account for a high 87%
of its balance sheet.
The bank's loan quality is rather good, with an impaired loan
ratio of 2.2% at mid-2006, although this was higher than the
banking system's average of 1.28%. Its reserves coverage on its
impaired loans appeared to be rather limited at 24% though its
impaired loans portfolio is largely secured by tangible
collateral such as properties. Amid the benign economy, its
asset quality should improve.
LCH's capitalization was also rather strong with the capital
adequacy ratio at 14.8% -- almost all Tier 1 -- at mid-2006.
However, the bank's underlying profitability is only
satisfactory and lower than its peers' average. This is largely
due to the bank's modest net interest margins as a result of a
low-risk asset base, less robust non-interest income businesses,
and a somewhat higher cost-income ratio. To bolster
profitability, the bank plans to expand its branch network -- to
50 from 41 currently -- and grow its consumer loans and wealth
management businesses, as well as enhance its treasury
capabilities. For this it is hiring a number of new department
heads from international banks.
The Support rating of LCH reflect the moderate probability of
support from the regulatory due to their small market share in
the banking system, in case of need.
MGM MIRAGE: Earns US$156.2 Million in Quarter Ended September 30
--------------------------------------------------------------
MGM Mirage reported net revenue of US$1.9 billion for the third
quarter ended Sept. 30, 2006, compared to net revenues of US$1.8
billion for the same quarter in 2005.
The company disclosed that the 5% increase in gaming revenue was
led by double-digit increases in slot revenues at several
resorts, including Bellagio, MGM Grand Las Vegas, Mandalay Bay,
TI, MGM Grand Detroit and Gold Strike Tunica. Baccarat volume
was also up 22%, continuing the trend from the second quarter.
Table games hold percentages were near the mid-point of the
normal 18% to 22% range in both periods.
The 6% increase in Las Vegas Strip Revenue per Available Room
represents the company's thirteenth consecutive quarter of year-
over-year REVPAR growth.
The company's operating income for the 2006 third quarter
increased 26% to US$427.6 million from US$339.9 million in the
2005 third quarter. The current quarter operating income
includes US$27 million of profit from closings on the final
units of Tower 1 of the Signature at MGM Grand. The operating
margin was 22% in the current quarter versus 19% in the 2005
quarter.
Net income for the third quarter was reported at US$156.2
million, as compared to net income of US$93.2 million for the
prior year third quarter.
"The third quarter once again demonstrated our Company's ability
to grow organically and generate meaningful increases in cash
flow," Terry Lanni, chairman and chief executive officer, said.
"We are extremely pleased with the record performances turned in
by several resorts, and especially proud of the recently re-
opened Beau Rivage. Our valued employees are excited to be back
to work, and we are glad to be a part of the revival of the Gulf
Coast."
Earnings per share for the 2006 third quarter include the impact
of implementing SFAS 123(R) on Jan. 1, 2006. Under the new
standard, the cost of employee stock awards are required to be
recognized as an expense and it classified the incremental
expense of US$17 million as a result of implementing the
standard.
Third quarter capital investments totaled US$610 million,
including US$198 million for CityCenter, US$70 million for the
permanent MGM Grand Detroit hotel and casino, US$164 million for
rebuilding efforts at Beau Rivage, US$45 million for a new
corporate aircraft and US$31 million of additional investments
in MGM Grand Macau. Remaining capital expenditures of US$102
million included spending on the new theatre and new restaurants
at Mirage, new amenities at Mandalay Bay, and other routine
capital expenditures.
During the third quarter of 2006, the company repurchased 3
million shares of its common stock for US$106 million, leaving 8
million shares available under the company's current
authorization. At September 30, 2006, the company had US$2.1
billion of available borrowings under its senior credit
facility.
"Our financial strength continues to be the foundation for
future growth at MGM MIRAGE, and the continued confidence of our
stakeholders is proof that our strategies are sound," Jim
Murren, president, chief financial officer and treasurer, said.
"With the amended credit facility and our resorts' success in
generating cash flows, we will continue to have financial
flexibility for our growth initiatives while still being able to
re-invest in our market leading resorts."
For the nine months ended Sept. 30, 2006 the company reported
net revenues of US$5.6 billion with net income US$446.6 million,
versus net revenues of US$4.7 billion with net income of
US$345.4 million for the comparable period in 2005.
At Sept. 30, 2006 the company's balance sheet showed strained
liquidity with total current assets of US$1 billion and total
current liabilities of US$1.5 billion.
Outlook
The company expects to recognize approximately US$40 million to
US$45 million of profits in the fourth quarter related to sales
of Tower 2 at The Signature at MGM Grand. The company expects
to recognize the remaining profits on Tower 2, approximately
US$30 million to US$35 million, in the first quarter of 2007.
The company further disclosed that its Laughlin operations -
Colorado Belle and Edgewater - and the Primm Valley Resorts will
be classified as discontinued operations beginning in the fourth
quarter.
Las Vegas, Nev.-based, MGM Mirage -- http://www.mgmmirage.com/-
- owns and operates 12 casino resorts located in Nevada,
Mississippi, Michigan, and Australia, and has investments in
three other casino resorts in Nevada, New Jersey, and Macau.
On October 4, 2006, the Troubled Company Reporter - Asia Pacific
reported that in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the Gaming, Lodging & Leisure
sector, the rating agency confirmed MGM MIRAGE's Ba2 Corporate
Family Rating.
NBS TECHNOLOGIES: Inks US$3.6MM Going Pte. Deal with Brookfield
--------------------------------------------------------------
NBS Technologies Inc. entered into an agreement with Brookfield
Asset Management Inc. to effect a going private transaction
whereby Brookfield will acquire all of the outstanding common
shares of NBS not already owned by Brookfield or its affiliates
at a price of US$1 per Common Share in cash, representing a
total cash consideration of approximately US$3.6 million.
In addition, holders of Common Shares will receive a non-
transferable contingent entitlement to share in the net proceeds
received by NBS from any final adjudication or final settlement
of all matters related to the claims and counterclaims of the
Card Technology v. DataCard litigation involving NBS and the
related proceedings in the United States Department of Justice.
The price of US$1.00 per Common Share offered by Brookfield
represents a premium of approximately 42.9% over the closing
price of the Common Shares on the Toronto Stock Exchange on
Nov. 6, 2006, the last day on which the Common Shares traded
prior to the announcement of the proposed transaction, and a
premium of approximately 57.7% over the 20-day average closing
price of the Common Shares on the TSX.
The board of directors of NBS established a special committee of
independent directors to supervise the preparation of a formal
valuation of the Common Shares by BDO Dunwoody LLP, a qualified
independent valuator, and to consider the proposed transaction.
Subject to the assumptions contained in the valuation, BDO
Dunwoody reached the opinion that the fair market value of the
Common Shares was in the range of US$0.00 to US$0.51 per Common
Share. BDO Dunwoody also delivered a fairness opinion that the
consideration offered under the proposed transaction is fair,
from a financial point of view, to the minority shareholders of
NBS.
Based on BDO Dunwoody's conclusions, among other matters
considered, the Special Committee unanimously determined that
the proposed transaction is in the best interests of NBS and is
fair, from a financial point of view, to the minority
shareholders of NBS. In light of the Special Committee's
conclusions, the board of directors of NBS has unanimously
approved the proposed transaction and recommends that
shareholders vote in favor of the proposed transaction.
The transaction will be effected through an amalgamation of NBS
and a newly incorporated company wholly owned by Brookfield.
Pursuant to the amalgamation, each shareholder of NBS, other
than Brookfield and its affiliates, will receive one redeemable
preference share of the amalgamated company for each Common
Share held immediately prior to the amalgamation. Each
redeemable preference share will then be redeemed for US$1.00 in
cash.
On Nov. 6, 2006, an affiliate of Brookfield purchased an
additional 1,297,693 Common Shares from Drazen Ivanovic, an
officer of NBS. These Common Shares were acquired pursuant to a
private agreement transaction. After giving effect to this
acquisition, Brookfield and its affiliates own 39,526,226 Common
Shares, representing 91.6% of the outstanding Common Shares.
Brookfield has advised NBS that these additional Common Shares
were acquired by an affiliate of Brookfield in order to increase
the percentage ownership interest in NBS of Brookfield and its
affiliates above 90%.
A special meeting of shareholders of NBS will be held on Dec.
18, 2006, to consider the proposed transaction. The proposed
transaction is subject to the approval of not less than two-
thirds of the shareholders of NBS voting at the meeting. As of
Nov. 6, 2006, NBS had outstanding 43,151,922 Common Shares. As
Brookfield and its affiliates own more than 90% of the
outstanding Common Shares and an appraisal remedy will be
available to shareholders under applicable corporate law, no
minority approval will be required to approve the proposed
transaction. The votes attached to the Common Shares owned by
Brookfield and its affiliates will therefore be sufficient to
approve the proposed transaction.
The terms and conditions of the proposed transaction, including
copies of the formal valuation and fairness opinion prepared by
BDO Dunwoody, will be detailed in a management information
circular to be mailed to shareholders of NBS as soon as
practicable.
About Brookfield Asset Management
With corporate offices in New York City, Toronto, Ontario, and
London, UK, Brookfield Asset Management Inc. (NYSE/TSX:BAM) --
http://www.brookfield.com/-- is an asset manager. Focused on
property, power and infrastructure assets, the company has over
US$50 billion of assets under management.
About NBS Technologies
Based in Toronto, Ontario, NBS Technologies Inc. (TSX: NBS) --
http://www.nbstech.com/-- provides smart card manufacturing and
personalization equipment, secure identity solutions and point
of sale transaction services for financial institutions,
governments and corporations worldwide. NBS Technologies is a
global company with locations in China, Canada, France, the U.S.
and the United Kingdom, along with a worldwide dealer network.
At June 30, 2006, NBS Technologies' balance sheet showed a
stockholders' deficit of CDN$13,743,000, compared to a deficit
of CDN$4,646,000 at Sept. 30, 2005.
SUNNY-TECH ELECTRONIC: Faces Wind-Up Proceedings
------------------------------------------------
On Oct. 17, 2006, Dah Sing Bank Ltd filed before the High Court
of Hong Kong a petition to wind up the operations of Sunny-Tech
Electronic Company Ltd.
The Court will hear the petition on Dec. 13, 2006, at 9:30 a.m.
The Solicitors for the Petitioner can be reached at:
K. B. Chau & Co.
16/F, Wing Lung Bank Building
45 Des Voeux Road, Central
Hong Kong
About Sunny-Tech
Sunny-Tech Electronic Co Ltd is a supplier of Marine radios and
other products from Hong Kong. The company is located in
Kowloon, Hong Kong.
TYSON FOODS: Incurs US$56 Million Net Loss in 2006 Fourth Qtr.
--------------------------------------------------------------
Tyson Foods Inc. reported operating loss of US$20 million
compared to operating income of US$188 million, and net loss of
US$56 million compared to net income of US$117 million,
respectively, for the fourth quarter of fiscal 2006 and 2005.
Fourth quarter 2006 and 2005 sales were both US$6.5 billion.
Sales for fiscal 2006 were US$25.6 billion compared to US$26.0
billion for last year. Operating loss was US$77 million
compared to operating income of US$745 million, and net loss was
US$196 million compared to net income of US$372 million,
respectively, for fiscal 2006 and 2005.
During the fourth quarter of fiscal 2006, the company recorded
pretax charges totaling US$23 million associated with the
company's previously announced US$200 million cost reduction
initiative, plant closing costs and other business consolidation
efforts. These charges included severance expenses, product
rationalization costs and other asset impairment related
expenses. The company previously recorded plant-closing costs
of US$59 million for the first nine months of fiscal 2006.
The company previously began a review in the fourth quarter of
fiscal 2006 of its tax account balances as a result of
differences noted in deferred tax liabilities related to
temporary book to tax differences. At the time of the previous
announcement, the company disclosed the tax effect of the
aggregated basis differences was an understatement of
approximately US$22 million. While the company is nearing
completion, the review is not yet final. Based upon the
information available at this time, the company recorded a
charge in the fourth quarter of fiscal 2006 of approximately
US$15 million. As the company completes its process, additional
information may become available that could change the amount
and timing of the charge. The company expects to complete its
assessment prior to filing its fiscal 2006 Form 10-K.
Net loss for the fourth quarter and 12 months of fiscal 2006
includes a charge of US$5 million related to the cumulative
effect of a change in accounting principle due to the company's
adoption of Financial Accounting Standards Board Interpretation
No. 47, "Accounting for Conditional Asset Retirement
Obligations," an interpretation of FASB Statement No. 143.
"The best thing I can say about fiscal 2006 is, it's over," said
Richard L. Bond, president and chief executive officer. "For
most of the year, we were plagued by supply and demand imbalance
as well as export market disruptions in our chicken and beef
segments. Despite some continuing problems in the protein
sector, during the quarter our core business showed improvement
and continued to strengthen.
"In addition, we successfully launched several programs that
will better position us for 2007 and beyond," Mr. Bond said.
"We implemented a comprehensive cost management initiative to
generate approximately US$200 million in annual savings. We
also consolidated beef processing facilities, refocused on
running cost-efficient and competitive operations and introduced
price increases across retail and foodservice channels.
Finally, we have enhanced our strong management team by adding
several key executives in our finance, consumer products and
international groups. I believe the solid execution of these
and other initiatives by Tyson Team Members is favorably
impacting our business. We set a short-term goal to return to
profitability, and based on our business performance to date, I
am very confident we will achieve it in our first fiscal quarter
of 2007."
Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of
chicken, beef, and pork. The company produces a wide variety of
protein-based and prepared food products, which are marketed
under the "Powered by Tyson(TM)" strategy.
The company has operations in China, Japan, Singapore, South
Korea, and Taiwan.
On September 27, 2006, the Troubled Company Reporter - Asia
Pacific reported that Moody's Investors Service took a number of
rating actions in relation to Tyson, including the assignment of
a Ba1 rating to the company's:
-- US$1 billion senior unsecured bank credit facility; and
-- US$345 million senior unsecured bank term loan for its
Lakeside Farms Industries Ltd. subsidiary, under a full
Tyson Foods, Inc. guarantee.
* Fitch Affirms Taiwan's Sovereign Rating At 'A+'
-------------------------------------------------
On November 13, 2006, Fitch Ratings affirmed Taiwan's Long-term
foreign and local currency Issuer Default ratings at 'A+' and
'AA', respectively. At the same time, the agency also affirmed
the Short-term foreign currency IDR at 'F1' and the Country
Ceiling at 'AA'. The Outlook on the ratings remains Stable.
"Taiwan's ratings are supported by its strong external financial
position, but there is a need for improvement in public debt
ratios if the ratings are to be maintained," said Vincent Ho,
associate director of Fitch's Asia Sovereign ratings team in
Hong Kong. "Government debt is already high compared to the
rating peer group, and any further increase would likely prompt
a review, particularly of the local currency IDR," Mr. Ho added.
Cross-Strait relations are also a major rating consideration,
and the agency is monitoring the political uncertainty
surrounding the leadership.
Taiwan's structural fiscal deficit and high general government
debt relative to GDP are rating concerns. While Fitch forecasts
the general government deficit will narrow to 2.8% of GDP in
2006 from 3.7% in 2005, it would still be higher than the 'A'
median. The agency expects general government debt to rise to
46.9% of GDP, which would be a historical high and well above
the forecast peer median of 31.8%. The external portion of
government debt will remain virtually zero. Fitch forecasts
economic growth will remain unchanged at 4% for 2006 to 2008.
The agency indicated that official medium-term budget forecasts
appear unambitious, as a balanced budget is not envisaged until
2011 at the earliest.
Successive corruption scandals and allegations have resulted in
President Chen Shui-bian coming under increasing pressure to
resign. With support from the ruling Democratic Progressive
Party, he has survived two recall motions launched by opposition
parties in the legislature. A no-confidence vote against the
premier and cabinet also failed to get sufficient support.
Although these developments may imply that President Chen is
secure in his position, Fitch suggested that repeated challenges
to his leadership undermine his authority. This may limit policy
initiatives from the executive branch for an extended period, as
elections are not due until 2008.
"The weakened position of the president is a concern from a
policy perspective, since it can detract from other priorities,
including cross-Strait issues, economic reforms and public
finances. The agency fully expects any leadership issues to be
resolved constitutionally and peacefully, however, and it is
only if they are not, that there could be negative implications
for Taiwan's creditworthiness," Mr. Ho explained.
The agency expects cross-Strait issues to weigh on Taiwan's
ratings through the medium term. Tensions heightened earlier
this year when operation of the National Unification Council
ceased and the Guidelines for National Unification were
abolished. To some extent, the more recent focus on domestic
political developments has diminished the profile of cross-
Strait matters, but they remain a critical factor in assessing
Taiwan's stability and creditworthiness.
Taiwan's external financial position remains robust, supported
by its long track record of current account surpluses and its
net external creditor status. Fitch expects Taiwan's current
account surplus to be 5.1% of GDP in 2006, compared to 4.7% in
2005. In addition, the agency forecasts Taiwan's net credit
position to be 87% of current external receipts ("CXR"), which
would be lower than 97% in 2005, but still the strongest among
'A' rated sovereigns. Owing to the low level of public external
debt, forecast at 4.2% of GDP for 2006, net public external
credit is expected to remain strong, at 94% of CXR in 2006,
which would also be the highest in the 'A' peer group.
Moreover, Fitch forecasts Taiwan's official international
reserves will increase continuously to 2008, providing ongoing
support to the ratings.
=========
I N D I A
=========
ICICI BANK: Fitch Assigns Expected Rating to SPV
------------------------------------------------
Fitch Ratings assigned an expected National Long-term rating of
'AA-(ind)(SO)' to the pass-through certificates to be issued by
ICICI Bank Limited via the special purpose vehicle, Loan
Securitisation Trust Series XLIII, for the securitisation of
receivables from two loans with a maturity of 382 days and 379
days, respectively. The final rating is contingent upon receipt
of final documents conforming to information already received.
The loans aggregates to INR500 million and is extended by ICICI
to Shriram Transport Finance Company Limited. ICICI proposes to
assign the same loans and the underlying receivables to the SPV
-- Loan Securitisation Trust Series XLIII. The expected rating
of the PTCs reflects the credit quality of the underlying
obligor, the payment structure of the PTCs and the proposed
legal structure of the transaction.
The SPV shall purchase the receivables from ICICI in trust and
for the benefit of the investors. After acquiring the
receivables, the SPV shall issue PTCs to the investors, for a
total consideration equivalent to the value of the discounted
cash flows from the loans.
The issue proceeds will be used by the SPV to pay ICICI as
consideration for the purchase of the receivables. ICICI will
continue to service the loans and collect the due amounts from
the obligor.
The rating of the certificates is referenced to the credit
quality of the underlying obligor. Fitch maintains a rating of
'AA-(ind)' on STFCL.
The 'AA-(ind)' rating indicates a higher credit quality.
About ICICI Bank
Headquartered in Mumbai, India, ICICI Bank Limited --
http://www.icicibank.com/-- is a financial services group
providing a variety of banking and financial services, including
project and corporate finance, working capital finance, venture
capital finance, investment banking, treasury products and
services, retail banking, broking and insurance. It also has
interests in the software development, software services and
business process outsourcing businesses. The Company's
operations have been classified into three segments: Commercial
Banking, Investment Banking and Others. It has subsidiaries in
the United Kingdom, Canada and Russia, branches in Singapore and
Bahrain, and representative offices in the United States, China,
United Arab Emirates, Bangladesh and South Africa.
* * *
Fitch Ratings gave ICICI a 'C' Individual Rating.
On Aug. 15, 2006, Standard & Poor's assigned its 'BB-' rating to
the hybrid Tier-1 securities to be issued by ICICI Bank Ltd. On
Oct. 16, S&P assigned its 'BB+' issue rating to its senior
unsecured, five-year, fixed-rate U.S. dollar notes.
JUNIPER NETWORKS: To Present at Financial Conferences on Dec. 26
----------------------------------------------------------------
Juniper Networks, Inc., will participate in two financial
conferences, which will be webcast:
1. NASDAQ
18th Investor Program
London, England
Wednesday, December 6, 2006
1:45 a.m. PT/9:45 a.m. GMT
Eddie Minshull, EVP World Wide Field Operations
2. Lehman Brothers
2006 Global Technology Conference
San Francisco, CA
Wednesday, December 6, 2006
12:00 p.m. PT
Scott Kriens, Chairman & CEO
The live webcasts will be available to the public at
http://www.juniper.net/company/investorand a replay will be
archived on the Juniper Networks Web site.
About Juniper Networks
Juniper Networks Inc. -- http://www.juniper.net/-- enables
secure and assured communications over a single IP network. The
company's IP platforms enable customers to support many
different services and applications at scale. The company has
sales offices in India, Australia, China, Hong Kong, Japan,
Korea, Malaysia, New Zealand, Singapore, Taiwan, Thailand and
Vietnam.
* * *
As reported in the Troubled Company Reporter on May 24, 2006,
Standard & Poor's Rating Services placed ratings on Juniper
Networks Inc. including its 'BB' long-term and 'B-1' short-term
corporate credit ratings, on CreditWatch with negative
implications.
KARNATAKA BANK: Enters Non-life Insurance Through Joint Venture
---------------------------------------------------------------
Karnataka Bank Limited forays into non-life insurance by forming
a joint venture with Allahabad Bank, Indian Overseas Bank, Dabur
Investment Corporation and Sompo Japan Insurance Inc.
The joint venture, named Universal Sompo General Insurance Co.
Ltd., plans to leverage the pan-India reach and brand image of
the consortium members reinforced by the strong product and
underwriting skill that Sompo has developed in the Japanese
market, Mangalorean.com says. The joint venture will enable the
members to cross-sell their insurance products in addition to
their traditional products, the Web site notes.
Karnataka Bank will own 15% of Universal Sompo. Dabur India,
will have a 10% stake in the venture, Allahabad Bank will own
30%, Indian Overseas 19%, while the Japanese casualty insurer
will hold the remaining 26%.
According to Moneycontrol.com, the joint venture' capitalization
totals INR200 crore.
Universal Sompo, however, needs to complete the licensing
formalities with the Insurance Regulatory Development Authority,
Moneycontrol points out. IRDA requires at least INR100-crore
total capitalization for a non-life company.
About Karnataka Bank
Headquartered in Mangalore, India, Karnataka Bank Ltd --
http://karnatakabank.com/ktk/Index.jsp-- provides products and
services for business and personal purposes that include
borrowing facilities, deposits, providing optimum returns on
surplus funds or helping with overseas transactions. The bank
has two business segments: Treasury and Other Banking
Operations. Treasury Operations mainly comprise of surplus
statutory liquidity ratio and non-SLR investments. Other
Banking Operations mainly consist of advance portfolio of the
bank and SLR securities to the extent of SLR requirements. The
bank provides Working Capital Finance, Term Loans and
Infrastructure Finance. The Business Finance Products offers
both fund-based and non-fund-based products. The bank has
diversified into the marketing of life insurance products of
MetLife India Insurance Co. Pvt. Ltd. The Bank has entered into
a memorandum of understanding with Bajaj Allianz General
Insurance Co. Ltd. for distribution of its general insurance
products through its branches.
Fitch Ratings gave Karnataka Bank a support rating of 5.
KARUR VYSYA BANK: Earns INR425.6 Million in 2006 3rd Quarter
------------------------------------------------------------
Karur Vysya Bank Limited earned a net profit of INR425.6 million
on interest revenues totaling INR2.089 billion for the quarter
ended September 30, 2006. The September 2006 net profit figure
is a step up from that in the previous quarter --
INR383.8 million -- and in the September 2005 quarter -- INR275
million.
Karur Vysya Bank's other income also improved from the
INR377.7 million in the September 2005 quarter to
INR525.6 million in the September 2006 quarter.
Even with increased income, there was only a slight movement in
the Bank's operating expenses. For the third quarter of 2006,
it spent INR567.2 million for expenses compared to the
INR540.3 million operating expenses in the corresponding period
last year.
A full-text copy of Karur Vysya Bank's financial results for the
quarter ended September 30, 2006, is available for free at:
http://www.kvb.co.in/scripts/LastResult.asp
About Karur Vysya Bank
Karur Vysya Bank Limited -- http://www.kvb.co.in/-- is a
commercial bank that offers personal and corporate banking
services and products, such as saving and current accounts,
deposits, a variety of loans, credit/debit cards, general and
life insurance, and multicity accounts. The bank offers
companies in India a full range of banking services, including
working capital finance, trade finance and foreign exchange. It
also offers a Green Card scheme. In addition, the bank offers
mobile top-up facility, Internet banking, mobile banking and
automated teller machine services.
Fitch Ratings gave Karur Vysya Bank's a '5' support rating on
November 3, 2005.
KOTAK MAHINDRA: Fitch Gives AA- to Pass-Through Certificates
------------------------------------------------------------
Fitch Ratings has assigned an expected National Long-term rating
of 'AA-(ind)(SO)' to the pass through certificates to be issued
by Kotak Mahindra Bank Limited via the special purpose vehicle,
Corporate Loan Securitisation Series XVII Trust 2006, for the
securitisation of receivables from a 36-month loan, with a
recall option on September 30, 2007, and then on the same date
every year until maturity. The final rating is contingent upon
receipt of final documents conforming to information already
received.
The loan aggregates to INR500 million and is extended by KMBL to
Shriram Transport Finance Company Limited. KMBL proposes to
assign the same loan and the underlying receivables to the SPV -
Corporate Loan Securitisation Series XVII Trust 2006. The
expected rating of the PTCs reflects the credit quality of the
underlying obligor, the payment structure of the PTCs and the
proposed legal structure of the transaction.
The SPV shall purchase the receivables from KMBL in trust and
for the benefit of the investors. After acquiring the
receivables, the SPV shall issue PTCs to the investors, for a
total consideration equivalent to the value of the discounted
cash flows from the loan for the next 367 days.
The issue proceeds will be used by the SPV to pay KMBL as
consideration for the purchase of the receivables. KMBL will
continue to service the loan and collect the due amounts from
the obligor.
The rating of the certificates is referenced to the credit
quality of the underlying obligor. Fitch has a rating of 'AA-
(ind)' on STFCL. The 'AA-(ind)' rating indicates a higher
credit quality.
About Kotak Mahindra
Headquartered in Mumbai, India, Kotak Mahindra Bank Limited --
http://www.kotak.com/-- is a commercial bank. The Commercial
Banking segment includes money market, forex market, derivatives
and investments; wholesale borrowings and lendings and services;
retail borrowings covering savings and current accounts and
banking branch network and services, and commercial vehicle
finance, personal loans, home loans, agriculture finance and
other loans/services. Corporate Centre segment includes
strategic investment and activities. Car Finance segment offers
car financing. Broking segment includes brokerage related to
secondary market transactions, services rendered in connection
with primary market subscription mobilization. Investment
Banking segment includes advisory and transactional services
providing financial advisory services. Trading/Principal
Investments segment includes dealing in debt, equity, money
market and loans/deposits. Insurance segment offers life
insurance. Others segment includes forex broking, asset
management services and others.
Fitch Ratings assigned a '5' Support rating to Kotak Mahindra
Bank.
KOTAK MAHINDRA: Allots 2,99,069 Shares Pursuant Under ESOP
----------------------------------------------------------
Kotak Mahindra Bank Ltd's ESOP Allotment Committee, at a meeting
on November 8, 2006, has allocated 2,99,069 of the Bank's equity
shares of INR10 each:
Plan Series Equity Shares
----------- -------------
2002-03/03 2,26,000
2002-03/04 47,000
2002-03/06 26,069
The allotment was made pursuant to the exercise of stock options
granted under the Kotak Mahindra Equity Options Plan 2002-03.
About Kotak Mahindra
Headquartered in Mumbai, India, Kotak Mahindra Bank Limited --
http://www.kotak.com/-- is a commercial bank. The Commercial
Banking segment includes money market, forex market, derivatives
and investments; wholesale borrowings and lendings and services;
retail borrowings covering savings and current accounts and
banking branch network and services, and commercial vehicle
finance, personal loans, home loans, agriculture finance and
other loans/services. Corporate Centre segment includes
strategic investment and activities. Car Finance segment offers
car financing. Broking segment includes brokerage related to
secondary market transactions, services rendered in connection
with primary market subscription mobilization. Investment
Banking segment includes advisory and transactional services
providing financial advisory services. Trading/Principal
Investments segment includes dealing in debt, equity, money
market and loans/deposits. Insurance segment offers life
insurance. Others segment includes forex broking, asset
management services and others.
Fitch Ratings assigned a '5' Support rating to Kotak Mahindra
Bank.
NAGARJUNA FERTILIZERS: Third Qtr. Profit Down to INR18.11 Crore
---------------------------------------------------------------
Nagarjuna Fertilizers and Chemicals Ltd posted profit after tax
of INR18.11 crore for the quarter ended September 30, 2006, a
32% decrease from the INR26.79 crore in the corresponding
quarter last year.
The decrease in profit is attributable to the company's soaring
expenses in the September 2006 quarter. Total expenditure rose
by 42% to INR532.1 crore in the September 2006 quarter from
INR374.73 crore in the September 2005 quarter.
Income from operations increased to INR613.75 crore in the third
quarter of 2006 from INR466.12 in the corresponding period last
year.
A full-text copy of Nagarjuna Fertilizers & Chemicals' financial
results for the quarter ended September 30, 2006, is available
for free at http://ResearchArchives.com/t/s?1553
About Nagarjuna Fertilizers
Headquartered in Andhra Pradesh, India, Nagarjuna Fertilizers &
Chemicals Ltd. -- http://www.nagarjunafertilizers.com/--
manufactures and distributes ammonia, urea and several plant
protection products that consist of herbicides, insecticides and
fungicides. The Company also sells fertilizers, seeds and
provides assistance of cultivation practices, pest control and
planting destiny.
Credit Analysis and Research Limited gave the Company's Senior
Unsecured Debt and Fixed Deposit 'D' ratings.
NTPC LTD: To Follow a Multi-Pronged Growth Strategy
---------------------------------------------------
NTPC Limited plans to bring in new technologies for quantum leap
in capacity addition and follow a multi-pronged growth strategy
to achieve its goal of becoming a 75,000-MW company by 2017, the
company's CMD, Shri T. Sankaralingam, says.
According to Mr. Sankaralingam, NTPC is entering into new areas
of growth by taking up challenging projects in the hydro sector,
coal mining, oil exploration and also nuclear generation.
NTPC's CMD gave the credit for the unprecedented growth of the
company to its employees.
About NTPC Ltd
Headquartered in New Delhi, India, NTPC Limited --
http://www.ntpc.co.in/-- formerly known as National Thermal
Power Corporation Limited, is engaged in generation and sale of
bulk power. It operates in two business segments: Generation
and Other business. The company is also engaged in providing
consultancy, project management and supervision, oil and gas
exploration and coal mining. NTPC Limited operates coal
stations and Gas stations.
On February 2, 2005, Standard and Poor's Ratings Service gave
NTPC Ltd's long-term foreign issuer credit a BB+ rating.
NTPC LTD: To Make White LED Lamps; Asks SICTAR to Find Partner
--------------------------------------------------------------
NTPC Ltd, formerly known as National Thermal Power Corporation
Ltd, plans to venture into the manufacture of white light
emitting diodes lamps.
In a filing with the Bombay Stock Exchange, NTPC discloses that
it has signed a Memorandum of Understanding with the Society for
Integrated Circuit Technology and Applied Research to help to
select a technology partner for manufacturing the LED lamps.
According to a statement made by NTPC, India's Ministry of power
proposed that the company consider manufacture of the energy-
efficient LED lamps because of the demand to be generated with
the rapid electrification of villages under the Rajiv Gandhi
Vidyutikaran Yojna.
About NTPC Ltd
Headquartered in New Delhi, India, NTPC Limited --
http://www.ntpc.co.in/-- formerly known as National Thermal
Power Corporation Limited, is engaged in generation and sale of
bulk power. It operates in two business segments: Generation
and Other business. The company is also engaged in providing
consultancy, project management and supervision, oil and gas
exploration and coal mining. NTPC Limited operates coal
stations and Gas stations.
On February 2, 2005, Standard and Poor's Ratings Service gave
NTPC Ltd's long-term foreign issuer credit a BB+ rating.
TATA MOTOR: Assignment Program Gets CRISIL's Highest Opinion
------------------------------------------------------------
Credit Rating Information Services of India Ltd assigned a
credit opinion equivalent to a rating of 'AAA(so)' to Tata
Motors Limited's assignment of commercial vehicle loan
receivables program. The credit opinion is based on the credit
quality of the pool cash flows, TML's origination and servicing
capabilities, the available enhancement and the soundness of the
legal structure.
The pool consists of CV loan receivables sourced through Tata
Motors' direct channel. The pool is geographically well
diversified with Gujarat accounting for 10.9% of the pool.
Further, the pool is characterized by a low seasoning of 3.4
months. CRISIL has factored these aspects in to its credit
opinion.
The transaction involves assigning the cash flows from the first
36 months on each receivable to the acquirer in exchange for an
initial purchase consideration; the remainder of the cash flows
will form the assignor's share. The credit-cum-liquidity
enhancement for the rated amount shall be in the form of
subordination of collections from opening overdues in the pool
and a bank guarantee of INR440 million (12.4 per cent of the
acquirer's payouts or 10.8% of the pool cash flows).
CRISIL has rated 34 pools originated by TML and the erstwhile
Tata Finance. The pools have shown stable collections, with
credit-cum-liquidity enhancement utilizations in line with
CRISIL's expectations.
The credit opinion is provisional and will become valid once the
legal documentation pertaining to the transaction is duly
executed to the satisfaction of CRISIL. Subsequently, CRISIL
will issue a compliance letter.
Tata Motors Limited is part of the Tata Group, which is amongst
the largest and most diversified business groups in India with
interests in a wide range of products and services including
steel, power, telecom and automobiles. It is the largest
manufacturer of commercial vehicles in India with a wide range
of products covering the medium and heavy commercial vehicle and
light commercial vehicle segments.
* * *
Fitch Ratings assigned a '5' Support rating to Kotak Mahindra
Bank.
* Fitch Comments on 12th Finance Commission Recommendation
----------------------------------------------------------
Fitch Ratings commented that the recommendations of the Twelfth
Finance Commission will significantly change the composition of
state debt leading to important implications for the states'
fiscal trajectory. The recommendations include:
-- the consolidation and rescheduling of outstanding loans
from the centre to the states at a lower interest rate;
-- the centre to cease lending to the states so that they
would approach the markets for funds; and
-- that debt relief by way of write-offs be linked to a
reduction in revenue deficits.
The agency made these comments in the third and final part of
its series of special reports on India's state government
finances.
The report, entitled "State Government Finances: State
Government Debt" notes that states in India are among the most
highly leveraged sub-nationals in the world, a fact that can be
attributed to the states habitually spending more than their
budgetary resources, especially in the 1990s. The inadequacy of
budgetary resources meant that states had to fund current
spending by incurring debt and accumulating interest
liabilities. Persistent revenue deficits and the mounting
interest bill caused debt to burgeon, leading to a fiscal crisis
at the state level in the fiscal year to end-March 2000.
However the FY00 crisis also gave an enormous impetus for
reforms at the federal level, leading to the introduction of
several policies aimed at fiscal rationalization. The most
recent of these are the reforms advocated by the TFC, a
constitutionally established independent fiscal agency, convened
once every five years, which determines the devolution of
resources from the centre to the states. The TFC's
recommendations, mentioned above, will compel states to turn
away from the centre and towards the market for their borrowing
needs, causing their cost of debt to fall since the centre,
which has historically been the largest source of the states'
borrowings, has lent to the states at above market rates in the
past.
The agency, however, notes that state debt composition has
already changed considerably since 1991. Over the last 15
years, states have increasingly approached the market to raise
resources. In addition, there has been a sharp decline in the
proportion of loans from the centre, primarily on account of the
reclassification of loans from small savings funds. The latter
- a high-cost source of funds - nevertheless remain the source
of a 5th of the states' debt. There has also been a steady
increase in borrowings from other financial institutions and a
slight moderation in public account liabilities.
Fitch notes that the tougher budget constraints the states faced
during the late 1990s also prompted them to shift a lot of
financing activities off-budget. The most significant off-
budget liabilities for state governments have been those arising
from subsidies to the power sector. State government guarantees
have also been increasingly used to support borrowing via
special-purpose vehicles. These guarantees are actual, rather
than contingent liabilities, as they will devolve onto the state
budget should they be invoked.
About 40% to 50% of the states' borrowing has so far been from
high-cost sources. This will moderate somewhat with the TFC-
driven push to increase borrowing from the market, and therefore
on competitive terms. The reforms the TFC has chalked out for
the states are a step in the right direction. However, it
remains to be seen whether they will be enough for a sustainable
stabilization of state debt levels given the parlous state of
state finances, their chronic profligacy, and a captive source
of monies in small savings funds.
The report titled 'State Government Finances: State Government
Debt', addresses state government debt in detail. The report
will be available on Fitch's Web site at
http://www.fitchratings.com/
=================
I N D O N E S I A
=================
ALCATEL SA: Inks Deal to Develop Mobile TV Handsets With Samsung
----------------------------------------------------------------
Alcatel S.A. and Samsung Electronics have agreed to develop
mobile handsets compatible with the evolution of the DVB-H
standard in the S-Band. This is part of Alcatel's Unlimited
Mobile TV solution.
Alcatel and Samsung will collaborate on interoperability testing
in order to deliver a seamless end-to-end solution to operators
and a high quality Mobile TV service to end-users. Both
companies will support the standardization process of this
solution in the DVB Forum undertaken in the DVB-SSP (Satellite
Services for Portable devices) Ad-Hoc Group, and join forces to
market their combined solution. In a first step, this agreement
covers Europe, where the S-band spectrum is available today.
The solution in the S-Band allows complete territory coverage
for Mobile TV at the scale of a country or even a continent,
including inside buildings. Besides, this solution is
compatible with DVB-H in UHF, which also enables the development
of dual-mode UHF/ S-Band Mobile TV terminals.
"Samsung values its new cooperation with Alcatel for handsets in
the S-Band, as it opens the door to a significant new business
opportunity for Samsung in Europe," Kwang Suk Hyun, Senior Vice
President of Samsung, stated. "S-Band is a solution of choice
in Europe for Mobile TV deployment and Samsung intends to be a
major player in this business."
"We welcome Samsung as a new key stakeholder in the S-Band
ecosystem for broadcast Mobile TV, as they enjoy a track record
in fast Mobile TV handset development and go-to-market
capability," Olivier Coste, President of Alcatel's mobile
broadcast activities, added. "Samsung's endorsement of our
hybrid mobile TV solution in the S-Band also demonstrates the
attractiveness of this option for the Mobile TV industry at
large."
About Samsung Electronics
Headquartered in Seoul, South Korea, Samsung Electronics Co.,
Ltd. -- http://www.samsung.com/-- is a global leader in
semiconductor, telecommunication, digital media and digital
convergence technologies with 2005 parent company sales of
USD56.7 billion and net income of US$7.5 billion.
About Alcatel
Headquartered in Paris, France, Alcatel S.A. (Paris: CGEP.PA and
NYSE: ALA) -- http://www.alcatel.com/-- provides communications
solutions to telecommunication carriers, Internet service
providers and enterprises for delivery of voice, data and video
applications to their customers or employees. Alcatel brings
its leading position in fixed and mobile broadband networks,
applications and services, to help its partners and customers
build a user-centric broadband world. With sales of EUR13.1
billion and 58,000 employees in 2005, Alcatel operates in more
than 130 countries, including Indonesia, Australia, Japan,
Korea, Taiwan, the Philippines, Thailand, Singapore, and
Vietnam.
Moody's Investors Service has placed the Ba1 long-term debt
ratings of Alcatel SA on review for possible downgrade following
its definitive agreement to merge with Lucent Technologies
(rated B1). The ratings placed on review include Alcatel's
senior, unsecured Eurobonds, convertible bonds, Euro-medium term
notes, its EUR1.0 billion revolving credit facility and its
corporate family rating, all at Ba1 currently. Alcatel's rating
for short-term debt was affirmed at Not-Prime.
In March 2006, Standard & Poor's Services placed its 'BB' long-
term corporate credit rating on France-based telecommunications
equipment maker Alcatel on CreditWatch with negative
implications.
BEARINGPOINT INC: Obtains Waivers & Amends Credit Facility
----------------------------------------------------------
BearingPoint Inc. reached an agreement in principle with holders
of a majority of each of the company's 2.50% Series A
Convertible Subordinated Debentures due 2024 (CUSIP No.
074002AA4) and 2.75% Series B Convertible Subordinated
Debentures due 2024 (CUSIP No. 074002AB2).
The agreement, among other things, contains waivers through
Oct. 31, 2008, to the covenants relating to the company's United
States Securities and Exchange Commission reporting requirements
and rescinds any acceleration related to the company's failure
to file such SEC reports.
The proposed agreement with the holders of the Series A and
Series B Debentures is also conditioned on the relevant holders
of the Series B Debentures who had alleged that the company is
in default under the applicable indenture discontinuing their
current lawsuit pending in New York State Supreme Court entitled
The Bank of New York v. BearingPoint, Inc., Index No. 600169/06.
Credit Facility Amendment
The company also amended its existing US$150 million senior
secured credit facility. The amendments to the credit facility
include extensions of the filing deadlines for the company's
Annual Report on Form 10-K for the year ended Dec. 31, 2005, to
Nov. 30, 2006, and the company's Quarterly Reports on Forms 10-Q
for the first three quarters of 2005 to the earlier of two
months after filing the 2005 Form 10-K and Jan. 31, 2007. The
filing dates for the company's 2006 Quarterly Reports on Form
10-Q have also been extended.
"While we continue to disagree with the opinion of the New York
State Court, we are pleased to have so quickly resolved the
debenture issue in the best interest of all parties such that we
may now move quickly on completing our 2005 Form 10-K filing,"
said Harry You, the company's Chief Executive Officer. "We
appreciate the continuing support of our shareholders, banks,
surety providers, clients and employees in standing by us as we
worked through this process. We have already turned our
attention to completing our 2005 Form 10-K filing and hope to
complete this by Thanksgiving to stay on course for holding our
annual meeting of shareholders in early December."
The revised terms of the consent solicitation for the Series A
and Series B Debentures will be reflected in a supplement, which
will be distributed to holders of the Series A Debentures and
Series B Debentures shortly and which amend certain of the terms
and conditions of the Consent Solicitation Statement dated
Oct. 18, 2006. Holders of a majority of each series of
Debentures, as modified, have agreed to the terms, in principle.
Consent Solicitation
Among other things, under the revised terms of the consent
solicitation, in lieu of paying a consent fee:
-- the interest rate payable on the Series A Debentures will
be increased from the current 3.00% interest per annum to
3.10% per annum (inclusive of any liquidated damages
relating to the failure to file a registration statement
for the Series A Debentures that may be payable) until
Dec. 23, 2011; and
-- the interest rate payable on the Series B Debentures will
be increased from the current 3.25% per annum to 4.10% per
annum (inclusive of any liquidated damages relating to the
failure to file a registration statement for the Series B
Debentures that may be payable) until December 23, 2014.
The increased interest rate will apply to all Series A
Debentures and Series B Debentures outstanding.
On Nov. 2, 2006, the company entered into a Supplemental
Indenture with The Bank of New York, as trustee, which amends
the indenture governing the company's 5.00% Convertible Senior
Subordinated Debentures due 2025 (CUSIP No. 074000AE0) in
accordance with the Consent Solicitation Statement sent to the
holders of the 5.00% Debentures. The Supplemental Indenture
includes a waiver of the company's SEC reporting requirements
through Oct. 31, 2007, and provides for further extension
through Oct. 31, 2008, upon payment of an addition fee of 0.25%.
The company paid to the holders of the 5.00% Debentures who
provided their consents prior to the expiration of the consent
solicitation the consent fee required under the Consent
Solicitation Statement in an amount equal to 1.00% of the
outstanding principal amount of the 5.00% Debentures.
Citigroup Corporate and Investment Banking continues to serve as
the solicitation agent for the consent solicitations. Questions
regarding the consent solicitations may be directed to the
Liability Management Group of Citigroup Corporate and Investment
Banking at (800) 558-3745 (toll-free) or (212) 723-6106. The
information agent for the consent solicitations is Global
Bondholder Services Corporation. Requests for copies of the
Consent Solicitation Statement and related documents may be
directed to Global Bondholder Services Corporation at (866) 857-
2200 (toll- free) or (212) 430-3774.
About the company
Headquartered in McLean, Virginia, BearingPoint, Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide. The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.
BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.
* * *
Moody's Investors Service confirmed the ratings for
BearingPoint, Inc. The action concludes the review that began
on April 21, 2005 following the company's announcement that it
would delay the filing of its 2004 financials. The rating
outlook is negative.
Ratings confirmed include:
* Corporate Family Rating -- B1
* US$250 million series A subordinated convertible bonds
due 2024 -- B3
* US$200 million series B subordinated convertible bonds
due 2024 -- B3
* US$1 billion multiple seniority
shelf -- (P)Ba3/(P)B2/(P)B3/(P)Caa1
CA INC: Earns US$53 Million for Second Quarter 2007
---------------------------------------------------
CA, Inc., reported US$996 million revenue for the second quarter
of fiscal year 2007, ended Sept. 30, 2006.
Financial Overview
(in millions of US$, except share data)
Q2FY07 Q2FY06 Change
------ ------ ------
Revenue US$ 996 US$ 950 5%
GAAP Diluted EPS 0.09 0.08 13%
Net Income 53 46 15%
GAAP Cash Flow from
Operations 6 299 (98%)
Non-GAAP Operating EPS 0.25 0.25 0%
John Swainson, CA's president and chief executive officer,
commented, "Our second quarter total revenue, GAAP earnings per
share and non-GAAP earnings per share were at or above our
expectations. However, a number of changes we implemented
associated with our sales organization affected our business
activity in the second quarter, and consequently caused a drag
on our bookings and associated billings. While a lower-than-
anticipated level of bookings and billings had a negative effect
on cash flow in the quarter, changes in working capital --
including a lower cash collections rate and higher-than-expected
accounts payable disbursements -- were the primary factors in
our cash flow from operations decline compared with the second
quarter of fiscal year 2006."
"We believe the issues that affected our second quarter
performance are behind us and we are confident in our ability to
execute in the second half of our fiscal year. While our full-
year cash flow from operations will be lower than expected, we
believe we are back on track and in a position to grow our
business going forward," Mr. Swainson said.
CA's revenue for the second quarter was US$996 million, an
increase of 5% over the US$950 million reported in the similar
period last year. The increase in revenue was primarily
attributed to growth in subscription and professional services
revenues, partially offset by declines in maintenance and
software fees and other revenue. North American revenue was up
8% while revenue from international operations was up 1%,
including a positive foreign exchange impact of US$15 million.
CA's subscription revenue for the second quarter increased 8% to
US$762 million, compared with the US$704 million reported in the
second quarter of last year, and was affected positively by
increases in new deferred subscription value from acquired
products. Subscription revenue accounted for 77% of total
revenue in the quarter, increasing from the 74% reported in
the second quarter of fiscal year 2006.
CA expects subscription revenue to continue to become a larger
percentage of its total revenue as more contracts are renewed on
a subscription basis. The company added that as it begins to
reach maturity on its model and based upon the timing of
remaining old business model contract renewals, the impact of
the transition to its new business model on revenues will
decline.
CA's total product and services bookings in the second quarter
decreased 10% to US$690 million, from the US$765 million
reported in the same period a year ago. This decrease is
attributed to a decision to realign and restructure the sales
force to achieve lower cost of sales and higher productivity and
more discipline on contract renewals. Direct product bookings
declined 13% to US$498 million. Indirect bookings grew 3% to
US$75 million. Despite flat bookings performance in the first
half of the year, the company continues to expect total bookings
for the full year to grow.
Total expenses of CA for the second quarter increased 3% to
US$918 million, from the US$893 million reported in the similar
period last year. The increase was mainly due to higher
selling, general and administrative expenses associated with
personnel costs from recent acquisitions and increased cost of
professional services related to higher revenues. The
expense increase was offset partially by a decline in the
amortization of capitalized software costs and a gain from the
sale of marketable securities. The company announced a
restructuring plan in August 2006 designed to eliminate US$200
million in costs on an annual basis by the end of fiscal year
2008.
CA recorded GAAP (Generally Accepted Accounting Principles) net
income US$53 million for the second quarter of 2006, compared
with net income of US$46 million reported in the same period in
2005.
The company reported non-GAAP net income of US$145 million for
the second quarter of 2006, compared with US$151 million in
2005.
For the second quarter, CA generated cash flow from operations
of US$6 million, compared with US$299 million in cash flow from
operations reported in the prior year period. Second quarter
cash flow was adversely affected by:
-- working capital management issues;
-- lower bookings and associated billings; and
-- higher operating expenses.
Cash flow from operations in the second quarter of fiscal year
2006 was negatively affected by a US$75-million Restitution Fund
payment.
Cost Reduction and Restructuring Plan
CA disclosed in August of a cost reduction and restructuring
plan designed to significantly improve the company's expense
structure and increase its competitiveness. CA expects to
deliver about US$200 million in annualized savings when the plan
is completed by the end of fiscal year 2008.
In the second quarter, CA recorded severance costs, relating to
around 750 positions, or US$39 million, US$11 million of which
was paid during the period. The company expects total
restructuring charges of US$150 million, most of which will be
recognized in fiscal 2007, and a reduction in workforce of
around 1,400 positions, including around 300 positions
associated with the divestiture of a number of joint ventures.
The company also expects to eliminate an additional 300
positions through attrition.
Capital Structure
The balance of cash, cash equivalents and marketable securities
at Sept. 30, 2006, was US$1.295 billion. With US$2.588 billion
in total debt outstanding, the company has a net debt position
of around US$1.293 billion.
Repurchase Program
The company completed a US$1 billion tender offer during the
second quarter and repurchased 41.2 million shares of common
stock. Fiscal year-to-date, CA has repurchased about 51.1
million shares of common stock at a cost of US$1.2 billion. The
tender offer was the first phase of a total of up to US$2
billion repurchase plan.
Nancy Cooper, CA's chief financial officer, noted, "We are
exploring options regarding the remaining portion of the share
repurchase program and will provide updates on the timing and
method at the appropriate time. However, we will want to see
performance meeting our expectations, a return to strong
cash flows, and favorable market conditions before we move
forward."
Updated Outlook for Fiscal Year 2007
CA updated its outlook for the fiscal year and expects to meet
or exceed revenue guidance of US$3.9 billion and its original
guidance for non-GAAP operating earnings per share of US$0.83.
The company expects GAAP earnings per share to be below its
original outlook of US$0.44 per share as a result of the still-
to-be-determined timing of 2007 restructuring plan costs. The
company expects cash flow from operations of between US$900
million and US$1 billion, which would be lesser than the
original outlook of US$1.3 billion. The new cash flow outlook
includes the company's estimates of the impact of the lower-
than-expected growth in bookings for the full year, borrowing
costs associated with the tender offer and payments related to
the 2007 restructuring plan. The cash flow outlook also assumes
that the sales force will perform as expected and the company
will improve its working capital management.
Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management of
enterprise-wide IT. Founded in 1976, CA serves customers in
more than 140 countries. In Asia Pacific, the company has
operations in Indonesia, Australia, China, Japan, Hong Kong,
India, Philippines and Thailand.
* * *
On Oct. 9, 2006, Moody's Investors Service confirmed its Ba1
Corporate Family Rating for CA Inc. in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. Technology Software
sectors.
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc., and removed
them from CreditWatch where they were placed on July 5, with
negative implications. S&P said the outlook is negative.
CA INC: Filing Delay Prompts Moody's to Review Ba1 Rating
---------------------------------------------------------
Moody's Investors Services placed CA Inc.'s Ba1 rating under
review for possible downgrade after announcing financial filing
delay. The rating will be affirmed after filing, with a
negative outlook.
Moody's Investors Service published a report of summary
information on rating actions related to federal probes into
backdating and other stock option timing issues. Some 15
issuers rated by Moody's have disclosed either a Securities and
Exchange Commission or Department of Justice inquiry into their
option award timing. Moody's has taken rating actions related
to the option investigations at 11 issuers, including two that
conducted an internal investigation but have not disclosed an
inquiry by the SEC or DOJ.
In eight of the 11 cases, failure to file timely financial
statements triggered the action.
"Issuers rated by Moody's are a small portion of the more than
100 companies that have disclosed federal investigations," said
Ken Bertsch, managing director for corporate governance
analysis. Overall, more than 160 companies have disclosed
either internal or external investigations.
Moody's continues to monitor developments and anticipates that
there will be some additional disclosures of timing issues.
Investigations into past option awards and the need to restate
past financial results have caused the filing delays. Delayed
financial filings triggered risk of technical default at issuers
subject to debt covenants requiring timely filing of financial
statements.
Many stock option timing investigations have proven more complex
and time consuming than we anticipated, and they are causing
delayed financial filings at a number of companies. Over a
period of months, Moody's has placed six issuers that failed to
file financials on time on review for downgrade. In two of
these cases, existing issuer ratings were subsequently affirmed
once financial statements were filed. The outlook was changed to
"developing" for one additional issuer that failed to file
financials on time, and another was simply downgraded.
Moody's downgraded two issuers, Amkor Technology and
UnitedHealth Group. Amkor, currently rated Caa1, was downgraded
due to concerns regarding its liquidity following failure to
file timely financial statements.
UnitedHealth Group was downgraded following the publication of
an independent internal review and the resulting announcement of
the CEO's planned departure.
A number of rated issuers have restated financial results due to
improper accounting of past option awards. These restatements
were primarily non-cash charges. As Moody's anticipated,
restatements thus far have not resulted in cash outlays with a
material impact on credit quality at any rated issuers.
Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management
software company that unifies and simplifies the management of
enterprise-wide IT. Founded in 1976, CA serves customers in
more than 140 countries. In Asia Pacific, the company has
operations in Indonesia, Australia, China, Japan, Hong Kong,
India, Philippines and Thailand.
GNC CORP: Parent Prices Tender Offer of US$425MM Sr. PIK Notes
--------------------------------------------------------------
GNC Parent Corporation, disclosed the pricing of its offering of
US$425.0 million in aggregate principal amount of floating rate
senior PIK notes due 2011. The Notes will bear interest,
payable and reset semiannually, at a rate per annum equal to
six- month LIBOR plus 6.75%. Interest will be payable in the
form of additional notes.
The Notes will be senior unsecured obligations of GNC. The
proceeds from the sale of the Notes, together with cash on hand,
will be used to redeem the outstanding Series A preferred stock
of GNC Corporation, a wholly owned subsidiary of GNC; to repay a
portion of the indebtedness of General Nutrition Centers, Inc.,
a wholly owned subsidiary of GNC Corporation, under Centers'
senior term loan facility; to pay a dividend to the common
stockholders of GNC; and to pay transaction-related fees and
expenses.
The Notes offering will be made solely by means of a private
placement either to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended or to
persons outside the United States under Regulation S of the
Securities Act and to an entity that is an accredited investor.
The Notes have not been registered under the Securities Act and,
unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from, or
in a transaction not subject to, the registration requirements
of the Securities Act and other applicable securities laws.
Headquartered in Pittsburgh, Pa., GNC -- http://www.gnc.com/--
is the largest global specialty retailer of nutritional
supplements, which includes vitamin, mineral and herbal
supplements, sports nutrition products, diet and energy products
and specialty supplements. GNC has more than 4,800 retail
locations throughout the United States, including more than
1,000 domestic franchise locations, and locations in 43
international markets.
GNC's Asian operations are in Indonesia, Hong Kong, India,
Japan, Philippines, and Thailand, among others.
Standard & Poor's Ratings Services affirmed its ratings,
including the 'B' corporate credit rating, on Pittsburgh,
Pennsylvania-based General Nutrition Centers Inc.
As reported in the Troubled Company Reporter on Nov. 13, 2006,
Moody's Investors service assigned a Caa1, LGD5, 87% rating to
GNC Parent Corporation's proposed US$325 million note issue.
GNC Parent Corp. ultimately owns General Nutrition Centers Inc.
Moody's also affirmed the secured bank loan rating and corporate
family rating at Ba2 and the B2.
GNC CORP: Moody's Lowers Corporate Family Ratings to B3
-------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of GNC Parent Corporation to B3 and the US$425 million holding
company note issue to Caa2 (LGD 5, 84%). GNC Parent Corp.
ultimately owns General Nutrition Centers, Inc. Proceeds from
the new debt principally will be used to retire its PIK
preferred stock for US$149 million and to pay a US$287 million
dividend. Relative to the prior capital structure that was
rated on November 8, the holding company note issue was upsized
to US$425 million from US$325 million and the dividend was also
increased. The downgrade of the corporate family rating was
prompted by Moody's opinion that the incremental debt will cause
financial flexibility to materially weaken. In addition to
issuance of these holding company notes, the company also has
announced that it is exploring strategic alternatives such as a
sale of the company or an initial public offering.
The following ratings are lowered:
* Corporate family rating to B3 from B2;
* Probability of Default Rating to B3 from B2;
* Senior secured bank loan to Ba3 (LGD 1, 4%) from Ba2;
* US$150 million of 8.625% senior notes (2011) to B1 (LGD 2,
25%) from Ba3;
* US$425 million notes issued by GNC Parent Corp. to Caa2
(LGD 5, 84%) from Caa1.
The following rating is affirmed:
* US$215 million of 8.5% senior subordinated notes (2010) at
B3 (LGD 4, 56%).
Moody's has downgraded and reassigned the ratings from General
Nutrition Centers, Inc. to GNC Parent Corporation in order to
regularize Moody's ratings.
GNC's corporate family rating of B3 balances the company's
aggressive financial policy, weak credit metrics, and revenue
vulnerability to new product introductions against certain
qualitative aspects that have low investment grade or high non-
investment characteristics. Weighing down the overall rating
with B characteristics are the company's shareholder enhancement
policy and credit metrics that have remained weak since the
November 2003 leveraged buyout. The ongoing challenges in
matching changes in consumer preferences for VMS products also
constrain the ratings. The company's geographic diversification
and the relative lack of cash flow seasonality have solidly
investment grade scores, while the company's scale and
widespread consumer recognition of the GNC name in the intensely
competitive segment of vitamin, mineral, and nutritional
supplement retailing have Ba scores.
The stable rating outlook recognizes that the recent negative
trends in sales and operating profit have turned positive, and
that most proforma credit metrics are appropriate for a B rated
credit. Moody's expects that, while future free cash flow will
be small relative to total debt, a large portion of future
discretionary cash flow will be applied to balance sheet
improvement. A permanent decline in cash balances or revolving
credit facility availability that would result if free cash flow
fell below break-even, a return to declining store-level
operating performance, or another sizable shareholder
enhancement activity would cause the ratings to be lowered.
Given the sizable contribution to operating profit from
franchise royalties, difficulties or closure of many franchisees
also would negatively impact the ratings. Specifically, debt to
EBITDA close to 7 times, EBIT to interest expense below 1 time,
or negative free cash flow to debt would cause ratings to be
lowered. In the near term, a rating upgrade is unlikely.
Ratings could eventually move upward if the company establishes
a long-term track record of sales stability and improved
margins, the system expands both from new store development
(particularly in international markets) and existing store
performance, and if financial flexibility were to sustainably
strengthen such that EBIT coverage of interest expense
approaches 1.5 times, leverage falls toward 5.5 times, and Free
Cash to Debt consistently exceeds 3%.
Pittsburgh, Pennsylvania-based General Nutrition is a subsidiary
of GNC Corp. -- http://www.gnc.com/-- a specialty retailer of
health and wellness products, including vitamins, minerals,
herbal, and specialty supplements (VMHS), sports nutrition
products and diet products. The company sells its products
through a worldwide network of more than 5,800 locations
operating under the GNC brand name and operates in three
business segments: retail, franchise and anufacturing/wholesale.
GNC's Asian operations include those in Indonesia and the
Philippines.
GOODYEAR TIRE: Moody's Gives New Unsecured Notes 'B2' Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B2, LGD4, 63% rating to
Goodyear Tire & Rubber Company's new US$1.0 billion offering of
unsecured notes. At the same time, the rating agency affirmed
Goodyear's Corporate Family Rating of B1 and negative outlook
and revised its Speculative Grade Liquidity rating to SGL-2.
All other long-term ratings are unchanged.
The new unsecured notes will consist of a US$0.5 billion
floating rate issue with a three year maturity, and a
US$0.5 billion fixed rate issue with a five year maturity. Both
issues will benefit from upstreamed guarantees from Goodyear's
material North American subsidiaries. Goodyear will use
US$515 million of the proceeds to repay maturing obligations in
December (US$215 million) and March 2007 (US$300 million) with
the balance retained for general corporate purposes. The new
financing will strengthen Goodyear's liquidity profile as it
works to resolve the strike affecting its U.S. production
capacity.
Goodyear's Corporate Family rating of B1 recognizes strong
scores for several factors in Moody's Automotive Supplier
Methodology. These factors include the company's substantial
scale, global brands, leading market share, diversified
geographic markets, and improved debt maturity and liquidity
profiles. Scores for those qualitative attributes would
normally track to a higher Corporate Family rating. However,
the B1 rating considers Goodyear's relatively weak quantitative
scores including leverage, which has stepped-up further from
recent borrowings, low EBIT returns and weak FCF/debt ratios.
Contributions to pension plans will remain substantial for
another year before declining in 2008. Scores from those
quantitative factors counter qualitative strengths. The company
faces challenges in restoring its balance sheet, resolving its
U.S. organized labor contract and contending with various
contingent liabilities. Nonetheless, debt levels have likely
peaked and leverage measurements could quickly retreat should a
satisfactory accord be reached with its North American union
with incremental debt retired in short order.
The negative outlook anticipates that the strike will be settled
within several months, but recognizes stepped-up leverage from
recent financing, and weak demand in North American replacement
tire markets. Several pro forma metrics already suggest lower
rating categories. However, leverage measurements could decline
if the strike was resolved quickly, recent incremental debt was
unwound, and lower underfunded pension liabilities anticipated
at year end were recognized. In addition, the company is
positioned with strong liquidity and faces minimal debt
maturities until 2009. On balance, Moody's believes the risks
are weighted to the downside by these short term issues until
the company's North American cost structure is resolved.
Developments on these concerns could either evolve rapidly or
emerge over several months depending upon the outcome of its
labor negotiations. Ongoing challenges also include maintaining
and bolstering profitability in the face of elevated and
volatile raw material prices, generating adequate cash flow from
its operations, and strengthening its capital structure. Recent
replacement tire demand has been less than robust which could
intensify competition and pricing. Growth in replacement tire
demand should also resume over the intermediate period.
Ratings assigned:
Goodyear Tire & Rubber Company
* US$500 million senior unsecured guaranteed notes due 2009,
B2 LGD-4, 63%
* US$500 million senior unsecured guaranteed notes due 2011,
B2 LGD-4, 63%
Ratings affirmed:
Goodyear Tire & Rubber Company
* Corporate Family Rating, B1
* Outlook, Negative
* Probability of Default, B1
* first lien credit facility, Ba1, LGD 2, 10%
* second lien term loan, Ba3, LGD 3, 35%
* third lien secured term loan, B2, LGD 4, 63%
* 11% senior secured notes, B2, LGD 4, 63%
* floating rate senior secured notes, B2, LGD 4, 63%
* 9% senior notes, B2, LGD 4, 63%
* 6 5/8% senior notes, B3, LGD 6, 94%
* 8 1/2% senior notes, B3, LGD 6, 94%
* 6 3/8% senior notes, B3, LGD 6, 94%
* 7 6/7% senior notes, B3, LGD 6, 94%
* 7% senior notes, B3, LGD 6, 94%
* senior unsecured convertible notes, B3, LGD 6, 94%
Goodyear Dunlop Tyres Europe
* Euro revolving credit facilities, Ba1, LGD 2, 10%
* Euro secured term loan, Ba1, LGD 2, 10%
Ratings changed:
* Speculative Grade Liquidity rating to SGL-2 from SGL-3
The last rating action was on October 16 at which time the
outlook was changed to negative and the liquidity rating was
lowered to SGL-3.
The B2, LGD4, 63% rating assigned to the new notes recognizes
their junior position relative to the company's first, second
and third lien credit facilities as well as the benefits of
upstreamed guarantees from material North American subsidiaries,
an enhancement that is not in place on certain other unsecured
notes.
The SGL-2 liquidity rating, representing good liquidity over the
next 12 months, emphasizes substantial balance sheet cash
sourced through the recent revolving credit borrowings and note
issuance. However, external liquidity is very limited as the
company's domestic revolving credit is nearly fully utilized.
The company should have adequate room under its financial
covenants, but the cushion could diminish should North American
results be adversely affected by the strike. While substantial
assets have been pledged, the company does have flexibility on
the use of proceeds from prospective asset sales.
Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company. The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries. It has marketing operations in almost every country
around the world, including Australia, China, India, Indonesia,
Korea, Malaysia, New Zealand, Philippines, Singapore, Taiwan,
and Thailand. Goodyear employs more than 80,000 people
worldwide. The company's Asia Pacific headquarters is in
Shanghai, China.
MEDCO ENERGI: Lapindo Brantas Set to Face Lawsuit, Antara Says
--------------------------------------------------------------
Lapindo Brantas Inc. is ready to face an arbitration lawsuit
filed by Medco Energy Internasional Tbk, Antara News reports,
citing PT Energi Mega Persada Tbk Director Yuli Soerdargo.
According to the report, Lapindo Brantas has appointed Baker
Botts LLP to defend its interest. Baker Botts, Antara says, is
a Houston-based law firm with a subsidiary in New York.
Antara recounts that Medco Energi has previously filed an
arbitration lawsuit because Medco Brantas, a subsidiary,
considered that Lapindo has violated the May 1, 1992 Joint
Operating Agreement in connection with a mudflow incident in
East Java.
Medco Energi also filed a demand that it was freed from the
obligation to provide compensation to Lapindo.
As reported by Troubled Company Reporter - Asia Pacific on
August 31, 2006, several groups are planning to file a class
action against gas company Lapindo Brantas, which is being
pointed out as responsible for the mudflow disaster in East
Java, Indonesia.
The TCR-AP report noted that although the exact cause of the
mudflow is not yet known, all parties are blaming Lapindo for
the catastrophe. Its partner in the Brantas block is reportedly
accusing Lapindo of "gross negligence."
The mudflow that had submerged rice fields and four villages in
Porong, Sidoarjo, is being blamed on drilling activities in the
area. It started as a small leak late in May, but had blown up
into a gushing of 50,000 cubic meters of hot mud a day.
Antara explains that the incident had flooded thousands of
hectares of productive land, residential areas, offices and
factories as well as other public facilities in the district.
The calamity has rendered hundreds of thousands of people
homeless and jobless.
Medco Brantas demanded in the arbitration lawsuit that the
arbitration panel should decide and declare that Lapindo Brantas
had violated the JOA and freed the company from the obligation
to provide contribution in compensation to Lapindo in connection
with the mudflow incident, Antara adds.
The report relates that Mr. Soerdargo said that Lapindo Brantas
fully believed all efforts made to handle the mud gushing from
the operation area were accountable and that the company would
try its best to protect its right in the arbitration process.
Headquartered in Jakarta, Indonesia, PT Medco Energi
Internasional Tbk -- http://www.medcoenergi.com-- is engaged in
the exploration, production of and support services for oil and
natural gas and other energy industries, including onshore and
offshore drilling. Other activities include production of
methanol and its derivatives and raising funds by issuing debt
securities and marketable securities. Exploration and production
of oil and gas accounted for 78% of 2001 revenues; drilling
services, 15%; and methanol, 7%.
Medco Energy also has operations in the United States and in
Libya.
The Troubled Company Reporter - Asia Pacific stated on May 10,
2006 that Moody's Investors Service has affirmed the B1 local
currency corporate family rating of PT Medco Energi
Internasional. At the same time, Moody's affirmed the B2 the
senior unsecured bond rating of MEI Euro Finance Ltd, which is
guaranteed by Medco. The outlook was downgraded to negative in
August 2006.
Another TCR-AP report on May 10, 2006, said that Standard &
Poor's Ratings Services has revised its outlook on Indonesia's
PT Medco Energi Internasional Tbk. to negative from stable.
Standard & Poor's also affirmed its "B+" corporate credit rating
on Medco, an Indonesia-based oil and gas exploration and
production company.
=========
J A P A N
=========
COREL CORP: Entrust Slaps Copyright Infringement Lawsuit
--------------------------------------------------------
Entrust Inc. filed a copyright infringement lawsuit against
Corel Corporation alleging that Corel and its resellers have
distributed Entrust software in various Corel WordPerfect
products without a license to do so.
The complaint cited copying and distribution of Entrust security
technology in multiple products in Corel's WordPerfect portfolio
without license and without paying applicable fees for those
rights. These Entrust products help organizations protect
sensitive information from unauthorized access and modification.
The claim also alleges violation of the Virginia Business
Conspiracy Act.
The lawsuit was filed in the United States District Court for
the Eastern District of Virginia on Nov. 13, 2006.
Entrust alleged that Corel distributed Entrust's Authority File
Toolkit software with Corel's suite of Wordperfect products.
The Toolkit software allows an application to digitally sign,
encrypt, and time-stamp documents.
About Entrust Inc.
Dallas, Tex.-based Entrust Inc. (NASDAQ: ENTU) --
http://www.entrust.com/-- offers SSL Certificates, e-mail
security, data protection, Public-Key Infrastructure, strong
authentication, and other security products and services.
About Corel Corp.
Headquartered in Ottawa, Ontario, Corel Corporation
(NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is a
packaged software company with an estimated installed base of
over 40 million users. The company provides productivity,
graphics and digital imaging software. Its products are sold in
over 75 countries through a scalable distribution platform
comprised of original equipment manufacturers, Corel's
international websites, and a global network of resellers and
retailers. The company's product portfolio features
CorelDRAW(R) Graphics Suite, Corel(R) WordPerfect(R) Office,
WinZip(R), Corel(R) Paint Shop(R) Pro, and Corel Painter(TM).
The company has operations in Japan, Germany, Italy, the United
Kingdom, Australia, Korea, Brazil, and Mexico, among others.
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior secured debt ratings on Canada-based
packaged software company, Corel Corp., following the company's
announcement to acquire California-based digital media software
vendor, InterVideo Inc.
At the same time, Standard & Poor's affirmed its 'B' bank loan
rating, with a recovery rating of '3', on the company's US$265
million credit facility, which was increased by US$100 million
to partially finance the acquisition. The '3' recovery rating
indicates a meaningful recovery of principal (50%-80%) by
lenders in the event of default. The outlook is positive.
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Technology Software sectors this week,
the rating agency confirmed its Caa1 Corporate Family Rating for
Corel Corporation.
Additionally, Moody's revised or held its probability-of-default
ratings and assigned loss-given-default ratings on these loans
and bond debt obligations:
Projected
Old POD New POD LGD Loss-Given
Debt Issue Rating Rating Rating Default
---------- ------- ------- ------ ----------
US$75 Million
Senior Secured
Revolving Credit
Facility due 2011 B3 B3 LGD3 33%
US$90 Million
Senior Secured
First Lien
due 2012 B3 B3 LGD3 33%
DAIWA SECURITIES: To Enter Tokyo Commodity Exchange in 2007
-----------------------------------------------------------
Daiwa Securities Group Inc. has revealed plans to enter the
Tokyo Commodity Exchange in 2007, Platinum Today relates.
According to the report, Daiwa Securities is considering the
move in order to take on a more active role in the commodities
sector and is looking specifically at the precious metals
market.
"If we are to take part in physical trading in commodities, it
would be crude oil and precious metals," Platinum Today cites
Daiwa Securities president Shigeharu Suzuki as saying.
Platinum Today notes that Daiwa's announcement coincided with a
significant jump in platinum and gold futures in Tokyo, with
TOCOM platinum futures jumping by 2.4% and palladium increasing
by almost 6%.
About Daiwa Securities Group
Headquartered in Tokyo, Daiwa Securities Group Inc. --
http://www.daiwa.jp/ -- is a Japan-based securities company.
The company primarily is engaged in the securities, investment,
financing and service businesses. Daiwa Securities Group is
comprised of 46 consolidated subsidiaries and five associated
companies, which are engaged in the securities, investment
trust, information service, real estate leasing, venture
capital, financing and other businesses. The company with its
subsidiary and associated companies has operations in both
domestic and overseas markets, including Japan, the United
Kingdom, the United States, the Netherlands, Hong Kong and
Singapore.
The Troubled Company Reporter - Asia Pacific reported that Fitch
Ratings, on October 25, 2006, affirmed the company's 'C'
individual rating.
DELPHI CORP: Delphi Medical Wants to Close Stafford Facility
------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
authorize Delphi Medical Systems Texas Corporation to:
(a) enter into an amendment to a contract manufacturing
agreement with Applera Corporation; and
(b) close its facility at the city of Stafford, in Houston,
Texas.
Pursuant to the Contract, Delphi Medical Texas used the
operations at the Houston Facility to manufacture and sell
certain medical, analytical, and testing devices to Applera. In
turn, Applera:
(i) purchased the Products exclusively from Delphi Medical
Texas on a three-year basis;
(ii) assigned to Delphi its interest in the lease for the
Houston Facility; and
(iii) transitioned its work force at the Houston Facility to
Delphi Medical Texas.
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, informs the Court that
manufacturing the products for Applera were unprofitable at the
agreed prices and the alternative uses for the Facility's excess
capacity did not develop as planned. As a result, Delphi
Medical Texas, whose sole function was to perform pursuant to
the Agreement, suffered annual losses aggregating US$2,500,000.
According to Mr. Butler, losses might increase given that the
current term of the Agreement extends to June 6, 2008.
Accordingly, Delphi Medical Texas has determined that it is
necessary to seek an earlier termination of the Agreement and
wind down operations at the Facility.
To facilitate the closure of the Facility, Delphi Medical Texas
proposes to enter into an amendment to the Agreement to continue
manufacturing and selling a set quantity of products to Applera
for a finite period of time.
Among other things, the Amendment provides:
* price increases that will reduce losses by US$1,300,000
through 2007;
* that Applera will purchase remaining inventory upon the
closure of the Houston Facility, thus saving Delphi Medical
Texas the necessity of liquidating US$5,000,000 worth of
otherwise excess inventory; and
* that Applera will pay Delphi Medical Texas US$547,000 as a
success fee for closing the Houston Facility and relocating
manufacturing operations. About US$250,000 of that amount
will be allocated to defray the expense of employee
severances and US$297,000 will be allocated as retroactive
price increases.
A full-text copy of the Applera Contract Amendment is available
for free at http://researcharchives.com/t/s?150d
Delphi Medical Texas expects that the wind-down period will be
completed and the Houston Facility will be closed in the first
quarter of 2007.
Delphi Medical Texas will have no further obligations once all
requirements under the Agreement are satisfied.
Mr. Butler asserts that the Amendment and closure of the Houston
Facility will provide several benefits to Delphi Medical Texas
with relatively minor attendant costs. Specifically, the
Debtors have an estimated total benefit value of US$9,700,000
compared to an estimated total cost of US$350,000.
Applera has agreed to enter into the Amendment to the Agreement.
Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. The company's technology and
products are present in more than 75 million vehicles on the
road worldwide. Delphi has regional headquarters in Japan,
Brazil and France.
The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors. As of
Aug. 31, 2005, the Debtors' balance sheet showed
US$17,098,734,530 in total assets and US$22,166,280,476 in total
debts. (Delphi Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).
Fitch Ratings has assigned a rating of 'BB-' to Delphi
Corporation's US$2 billion of debtor-in-possession credit
facilities. The DIP facilities will consist of a revolving
credit portion and a term loan portion and are to be pari passu
with each other in terms of priority of repayment, collateral,
and guarantees. The term loan and revolving credit will,
therefore, share the same ratings.
Standard & Poor's Ratings Services lowered its ratings on Delphi
Corp. to 'D' after the company's U.S. operations filed for
Chapter 11 bankruptcy protection. The recovery rating on
Delphi's senior secured bank facility was withdrawn. Delphi,
the largest U.S. manufacturer of automotive components, has
total debt of about US$6 billion and total unfunded pension
obligations and other postretirement employee benefit
liabilities of about US$14.5 billion.
DELPHI CORP: Delays Filing of Third Quarter Financials
------------------------------------------------------
Delphi Corporation disclosed that its Quarterly Report on Form
10-Q for the third quarter ended Sept. 30, 2006, could not be
filed within the prescribed time period because it could not
complete the preparation of the required information without
unreasonable effort and expense.
In connection with the audit of its 2006 consolidated financial
statements and performing related interim procedures for the
third quarter, Delphi's independent auditors identified and
informed the Company of a potential issue with the designation
of hedges related to foreign currency.
Specifically, Delphi became aware that the hedge designation for
foreign currency forward contracts it had entered into to hedge
exposure to foreign currency fluctuations may not have satisfied
the technical accounting rules under Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended to qualify for
exemption from the more strict effectiveness testing
requirements.
Delphi, together with its current and former independent public
accounting firms, is reviewing the accounting treatment accorded
to these contacts.
Delphi will not be in a position to file its Form 10-Q without
unreasonable effort or expense prior to the time the review of
the accounting treatment accorded to these contracts is
complete. The terms of Delphi's debtor-in-possession financing
require that Delphi furnish its lenders copies of its periodic
filings when those filings are due to be filed with the United
States Securities and Exchange Commission.
An amendment was circulated to lenders under Delphi's debtor-in-
possession facility to provide additional time to complete the
periodic filings.
Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology. The company's technology and
products are present in more than 75 million vehicles on the
road worldwide. Delphi has regional headquarters in Japan,
Brazil and France.
The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors. As of
Aug. 31, 2005, the Debtors' balance sheet showed
US$17,098,734,530 in total assets and US$22,166,280,476 in total
debts. (Delphi Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).
Fitch Ratings has assigned a rating of 'BB-' to Delphi
Corporation's US$2 billion of debtor-in-possession credit
facilities. The DIP facilities will consist of a revolving
credit portion and a term loan portion and are to be pari passu
with each other in terms of priority of repayment, collateral,
and guarantees. The term loan and revolving credit will,
therefore, share the same ratings.
Standard & Poor's Ratings Services lowered its ratings on Delphi
Corp. to 'D' after the company's U.S. operations filed for
Chapter 11 bankruptcy protection. The recovery rating on
Delphi's senior secured bank facility was withdrawn. Delphi,
the largest U.S. manufacturer of automotive components, has
total debt of about US$6 billion and total unfunded pension
obligations and other postretirement employee benefit
liabilities of about US$14.5 billion.
FORD MOTOR: DBRS Says Fin'l Restatement Has No Material Impact
--------------------------------------------------------------
Dominion Bond Rating Service notes that Ford Motor Company
reported the completion of the restatement of its financial
results from 2001 through to the third quarter of 2006.
DBRS believes that the restatements have no material impact on
the company's financial position and do not warrant any rating
actions. The restatements do not affect the availability of the
company's committed credit facilities. More importantly, the
company has taken action to remediate the material weaknesses in
its accounting for certain derivative transactions under the
Statement of Financial Accounting Standards 133.
DBRS notes that the accounting error occurred at Ford Motor
Credit Company, Ford's wholly owned finance subsidiary. Ford
Credit had incorrectly accounted for certain interest rate
swaps, which it used to hedge against the interest rate risk
inherent in certain long-term fixed-rate debt. As part of
Ford's restatements of results through to the third quarter of
2006 to correct the accounting error, Ford has also reversed
certain immaterial accounting adjustments and recorded them in
the proper period. These restatements, on a net basis, have a
cumulative effect on net income of an improvement of US$850
million but the restatements have no impact on the company's
cash position.
The company has filed the restated results for 2001 through to
2005 as well as the third quarter of 2006, and Ford plans to
file the restated results for the first and second quarters of
2006 by November 20.
About Ford Motor
Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents. With more than 324,000
employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land
Rover, Lincoln, Mazda, Mercury and Volvo. Its automotive-
related services include Ford Motor Credit Company and The Hertz
Corporation.
The company has operations in Japan.
* * *
Standard & Poor's Ratings Services placed its 'B' senior
unsecured debt issue ratings on Ford Motor Co. on CreditWatch
with negative implications. At the same time, S&P affirmed all
other ratings on Ford, Ford Motor Credit Co., and related
entities, except the rating on Ford Motor Co. Capital Trust II
6.5% cumulative convertible trust preferred securities, which
was lowered to 'CCC-'from 'CCC.'
At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3'
senior unsecured debt on Rating Watch Negative reflecting Ford's
intent to raise secured financing that would impair the position
of unsecured debt holders. Under Fitch's recovery rating
scenario it was estimated that unsecured holders would recover
approximately 68% in a bankruptcy scenario, equating to a
Recovery Rating of 'RR3' (50-70% recovery).
Moody's Investors Service has disclosed that Ford's very weak
third quarter performance, with automotive operations generating
a pre-tax loss of US$1.8 billion and a negative operating cash
flow of US$3 billion, was consistent with the expectations which
led to the September 19 downgrade of the company's long-term
rating to B3.
Dominion Bond Rating Service placed long-term debt rating of
Ford Motor Company Under Review with Negative Implications
following announcement that Ford will sharply reduce its North
American vehicle production in 2006. DBRS lowered on
July 21, 2006, Ford Motor Company's long-term debt rating to B
from BB, and lowered its short-term debt rating to R-3 middle
from R-3 high. DBRS also lowered Ford Motor Credit Company's
long-term debt rating to BB(low) from BB, and confirmed Ford
Credit's short-term debt rating at R-3(high).
FIDELITY NATIONAL: Fitch Upgrades Issuer Default Rating to BB+
--------------------------------------------------------------
Fitch has upgraded Fidelity National Information Services Inc.'s
outstanding ratings as:
-- Issuer Default Rating to 'BB+' from 'BB-';
-- Senior secured facilities to 'BB+' from 'BB-';
Fitch also assigns the following rating to Fidelity National
Information Services Inc.'s outstanding notes:
-- US$200 million 4.75% senior unsecured notes due 2008
'BB+'.
Approximately US$2.8 billion in debt outstanding at
Sept. 30, 2006, is affected by this action. The Rating Outlook
is Stable.
In addition, Fitch expects to rate the company's proposed US$3.1
billion senior unsecured five-year credit facilities 'BB+'.
Fidelity National plans to use the proceeds to refinance its
existing US$3.2 billion senior secured credit facilities.
The ratings recognize the company's ability to generate strong
free cash flow, its strong market position in core businesses,
diversified product offering, solid client retention, and
counter-cyclical revenue streams and recurring revenue base from
long-term processing agreements. The ratings also recognize the
benefits realized by Fidelity National from its acquisition of
Certegy Inc. in early 2006. Fitch believes the strong
performance of Fidelity National as a standalone company, the
operating strength and business diversification brought from
Certegy, sound liquidity, and improved leverage also support the
ratings. Credit concerns include the company's history of debt-
financed acquisitions, well-capitalized significant industry
competitors, the ongoing consolidation of its financial
institution customer base, and event risk associated with two
private equity firms that have a combined equity stake of
approximately 15%. Fitch believes that potential acquisitions
also remain a risk but expects the company will have the
flexibility and capacity to manage its leverage accordingly.
Ongoing developments in lender processing platforms and software
as well as new enhancements to transaction processing are key
areas where competitors are distinguishing themselves. Fitch
expects Fidelity National to continue investment in these areas
of development in order to maintain its market position. The
rating recognizes that Fidelity National has attained recurring
revenues of more than 80% on a consistent basis from long-term
customer contracts. Fidelity National also has consistently
achieved EBITDA margins in the mid-20% range, prior and
subsequent to the Certegy acquisition.
Operating performance in the third quarter of 2006 was solid
with 10% consolidated revenue growth and 10.5% operating EBITDA
growth. Steady growth in the transaction-processing segment was
bolstered by 9.8% growth in integrated financial solutions, 10%
growth in enterprise banking services, and approximately 37%
growth in international revenues. The lender processing
services segment generated approximately 5% growth driven by
appraisal and default management services. Operating EBITDA of
US$281 million for the quarter generated strong 26% margin and
compared well to third-quarter pro forma 2005 EBITDA of
US$259 million. Fitch expects the company's public guidance of
solid EBITDA growth can be attainable.
The rating also incorporates the company's ongoing efforts to
achieve cost synergies from its acquisitions. Fidelity National
is currently on track to have approximately US$50 million in
annualized cost synergies from the Certegy acquisition by the
end of 2006. The company also continues to grow its
international presence and has recently made a few strategic
investments in Brazil through tuck-in acquisitions and joint
ventures. These efforts should help its competitive position
and improve its global reach. Also, Fitch expects Fidelity
National to continue to search for small tuck-in acquisitions
that will allow it to grow its cash flow and achieve additional
synergies with its existing business lines.
Leverage, as measured by total debt to operating EBITDA
strengthened from 3.3x in 2005 to 2.7x on an annualized basis as
of June 30, 2006. Incorporating incremental EBITDA from
Certegy, pro forma leverage is expected to be 2.5x for 2006,
which is comfortably within the financial covenants of the new
unsecured credit facilities.
Historically, liquidity has been adequate and supported by cash
balances of US$130 million-US$190 million at fiscal year-end
2004 and 2005 as well as US$270 million-US$400 million of
availability under its revolving credit facilities. For 2006,
liquidity is expected to remain adequate with cash balances and
free cash flow similar to historical levels and availability
under the new unsecured credit facilities of US$450 million.
Debt is approximately US$2.8 billion and management has stated
its plans to reduce debt over the next few years. Free cash
flow is planned to be used for share repurchases, and Fidelity
National announced this month that a new US$200 million share
repurchase program was approved. Fitch believes approximately
US$100 million will likely be repurchased in 2007.
The existing Fidelity National senior unsecured notes due 2008
have no substantial covenant protection in the indenture.
Indebtedness under the new unsecured credit facility will have a
guarantee by Fidelity National, financial covenants for leverage
and interest coverage, and some restrictions related to
additional debt, dividends, and stock repurchases. The leverage
covenant calls for a maximum of 3.50x through 2008 with a step-
down to 3.25x in 2009, and 3.0x thereafter. The covenant for
interest coverage calls for a minimum of 3.5x through 2008 and a
minimum of 4.0x thereafter.
Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. --
http://www.fidelityinfoservices.com/-- provides core
processing for financial institutions; card issuer and
transaction processing services; mortgage loan processing and
mortgage related information products; and outsourcing services
to financial institutions, retailers, mortgage lenders and real
estate professionals. FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten. Nearly 50% of all US residential mortgages are
processed using FIS software. FIS maintains a strong global
presence, serving over 7,800 financial institutions in more than
60 countries worldwide, including Japan.
* * *
Standard & Poor's Ratings Services raised, on March 8, 2006, the
corporate credit and senior secured ratings of Fidelity National
Information Services Inc. to 'BB+' from 'BB', and removed it
from CreditWatch where it was placed on Sept. 15, 2005.
FIDELITY NATIONAL: Plans to Refinance Credit Facilities
-------------------------------------------------------
Fidelity National Information Services, Inc., has engaged J.P.
Morgan Securities Inc., Banc of America Securities LLC and
Wachovia Securities LLC to act as lead arrangers and joint book
runners in connection with the refinancing of its existing
senior secured credit facilities, under which there is currently
US$2.7 billion outstanding. The new US$3.1 billion of
facilities will consist of a US$1.0 billion 5-year unsecured
revolving credit facility and a US$2.1 billion 5-year unsecured
amortizing term loan facility.
Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. --
http://www.fidelityinfoservices.com/-- provides core processing
for financial institutions; card issuer and transaction
processing services; mortgage loan processing and mortgage-
related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals. FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten. Nearly 50 percent of all U.S. residential
mortgages are processed using FIS software. FIS maintains a
strong global presence, serving over 7,800 financial
institutions in more than 60 countries worldwide, including
Brazil and Japan.
* * *
Standard & Poor's Ratings Services raised, on March 8, 2006, the
corporate credit and senior secured ratings of Fidelity National
Information Services Inc. to 'BB+' from 'BB', and removed it
from CreditWatch where it was placed on Sept. 15, 2005.
FIDELITY NATIONAL: Acquires Watterson Prime
-------------------------------------------
Fidelity National Information Services, Inc., has acquired
Watterson Prime, LLC, a leading provider of due diligence
services to financial institutions worldwide.
Fidelity National delivers technology and services to support
every aspect of the mortgage industry, from originations to
servicing to settlement. Watterson Prime provides outsourced
loan due diligence services to Wall Street investors and other
financial institutions that invest in and securitize mortgage
loans. The due diligence process includes evaluating the
integrity of the data used in underwriting the original loan,
performing an assessment of the collateral used for the loan and
ensuring the loans are compliant with federal and other
regulations.
As a result of this acquisition, Watterson Prime's due diligence
services will be integrated with other Fidelity National service
offerings, such as the FIS Hansen Quality HQ Score, and will
allow investors and other participants in the mortgage capital
markets to obtain fully integrated service delivery for their
contract finance needs. The FIS HQ Score, available in PRO and
PREVIEW, was the first collateral risk score adopted by Wall
Street investors and protects clients against property valuation
fraud and overvaluation risk.
Eric Swenson, president of the Mortgage Information Services
division of Fidelity National, commented, "This acquisition
expands our product breadth and our ability to assess risk and
certify the quality of mortgage portfolios. It also enables us
to develop innovative products and provides us with a
competitive advantage in the marketplace."
Bruce Watterson, president of Watterson Prime, noted, "We are
delighted to be working with FIS as we continue to help our
clients with new ways to reduce risk in the mortgage capital
market. Fidelity National has the capital, the technology and
the commitment to help our customers become increasingly more
profitable by enabling them to make better informed decisions."
The transaction closed on Nov. 1, 2006. Financial terms of the
transaction were not disclosed.
Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. --
http://www.fidelityinfoservices.com/-- provides core processing
for financial institutions; card issuer and transaction
processing services; mortgage loan processing and mortgage-
related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals. FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten. Nearly 50 percent of all U.S. residential
mortgages are processed using FIS software. FIS maintains a
strong global presence, serving over 7,800 financial
institutions in more than 60 countries worldwide, including
Brazil and Japan.
* * *
Standard & Poor's Ratings Services raised, on March 8, 2006, the
corporate credit and senior secured ratings of Fidelity National
Information Services Inc. to 'BB+' from 'BB', and removed it
from CreditWatch where it was placed on Sept. 15, 2005.
MIZUHO FINANCIAL: Joins NYSE Group as 3rd Largest Japanese Co.
--------------------------------------------------------------
NYSE Group, Inc. (NYSE: NYX) welcomed on Nov. 8, 2006, its 19th
Japanese listed company when Mizuho Financial Group, one of the
largest financial institutions in the world, joined the world's
leading and largest equities market. Mizuho Financial Group,
Inc. (NYSE: MFG) is the third-largest NYSE-listed Japanese
company by market cap with a total global market capitalization
of US$92 billion.
"The listing of Mizuho's ADRs on the NYSE is clear evidence of a
new era for Mizuho Financial Group and its return to the world
stage," said Mizuho Financial Group CEO Terunobu Maeda. "It is
also a symbol of the revival of the Japanese banking industry,
following the long and difficult period of consolidation and
reform. Through the listing, Mizuho aims to further strengthen
its internal controls in line with Sarbanes-Oxley compliance
requirements and to improve corporate disclosure. Mizuho also
hopes to diversify its global investor base as it gains and
strengthens investor confidence."
"We welcome Mizuho Financial Group, Inc. to our family of listed
companies," said NYSE Group, Inc. CEO John A. Thain. "It is
fitting for Mizuho Financial Group, one of the largest financial
institutions in the world, to take its place among the world's
leading companies. We look forward to providing the company and
its shareholders with the highest levels of market quality and
services."
To celebrate this special occasion, Mizuho Financial Group, Inc.
CEO Terunobu Maeda rang The Opening Bell and participated in
media activities throughout the morning.
About NYSE Group, Inc.
NYSE Group, Inc. (NYSE:NYX) operates two securities exchanges:
the New York Stock Exchange and NYSE Arca, Inc. (formerly known
as the Archipelago Exchange, or ArcaEx(R), and the Pacific
Exchange). NYSE Group is a leading provider of securities
listing, trading and market data products and services. In the
third quarter of 2006, on an average trading day, 2.2 billion
shares, valued at US$80.1 billion, were traded on the exchanges
of the NYSE Group.
The NYSE is the world's largest and most liquid cash equities
exchange. The NYSE provides a reliable, orderly, liquid and
efficient marketplace where investors buy and sell listed
companies' common stock and other securities. On September 30,
2006, the operating companies listed on the NYSE represented a
total global market capitalization of US$23.0 trillion.
NYSE Arca operates NYSE Arca, Inc., the first open, all-
electronic stock exchange in the United States, and has a
leading position in trading exchange-traded funds and exchange-
listed securities. NYSE Arca, Inc. is also an exchange for
trading equity options. NYSE Arca's trading platforms provide
customers with fast electronic execution and open, direct and
anonymous market access.
NYSE Regulation, an independent not-for-profit subsidiary,
regulates member organizations through the enforcement of
marketplace rules and federal securities laws. NYSE Regulation
also ensures that companies listed on the NYSE and NYSE Arca
meet their financial and corporate governance listing standards.
For more information on NYSE Group, go to: http://www.nyse.com/
About Mizuho Financial Group
Headquartered in Tokyo, Japan, Mizuho Financial Group, Inc. --
http://www.mizuho-fg.co.jp/english/-- is a financial
institution. The company primarily is engaged in the banking,
trust, securities, asset management and credit card businesses,
as well as the investment advisory business. Through its
subsidiaries, Mizuho Financial Group also is engaged in the
consulting, system management, credit guarantee, temporary
staffing and office work businesses, among others. Its main
subsidiaries and associated companies include Mizuho Bank, Ltd.,
Mizuho Trust & Banking Co. (USA), Mizuho Trust & Banking
(Luxembourg) SA, Mizuho Corporate Bank, Ltd., Mizuho Trust &
Banking Co., Ltd., Mizuho Private Wealth Management Co., Ltd.,
Mizuho Financial Strategy Co., Ltd., Mizuho Capital Markets
Corporation, Mizuho Securities Co., Ltd., Mizuho Bank
Switzerland Ltd., Mizuho International plc., Mizuho Securities
USA, Inc. and Mizuho Investors Securities Co., Ltd. The company
has 130 consolidated subsidiaries and 19 associated companies.
The Troubled Company Reporter - Asia Pacific reported on
November 28, 2005, that Moody's Investors Service upgraded to D+
from D- the bank financial strength ratings of the banks in the
Mizuho Financial Group -- Mizuho Bank, Ltd.; Mizuho Corporate
Bank, Ltd.; and Mizuho Trust & Banking Co., Ltd.
Additionally, on February 8, 2006, Fitch Ratings assigned a C
individual rating to Mizuho Financial.
PAYLESS SHOESOURCE: 3rd Quarter Sales Rise 5.5% to US$666.5 Mil.
----------------------------------------------------------------
Payless ShoeSource, Inc., reported that same-store sales
increased 5.2% during the third quarter of fiscal 2006, the 13
weeks ended Oct. 28, 2006. All data in this press release
relate to continuing operations.
Payless ShoeSource's total sales for the third quarter increased
5.5% to US$703.4 million, from US$666.5 million during the third
quarter 2005.
Third Quarter Sales (Dollars In Millions)
Fiscal Fiscal Percent Same-Store Sales
2006 2005 Increase Percent Increase
US$703.4 US$666.5 5.5% 5.2%
Year To Date Sales (Dollars In Billions)
Fiscal Fiscal Percent Same-Store Sales
2006 2005 Increase Percent Increase
US$2.10 US$2.05 2.4% 2.6%
Matt Rubel, Payless ShoeSource's president and chief executive
officer, said, "We are very pleased with our sales results for
the third quarter. Footwear sales were strong across all
segments of our women's and children's categories."
Based on third quarter results, Payless ShoeSource expects
diluted earnings per share from continuing operations for the
third quarter to be in the range of US$0.43 to US$0.46, which
includes a favorable income tax impact of approximately US$0.02
to US$0.03 per diluted share for changes in the effective income
tax rate.
Payless ShoeSource said it will no longer be issuing a quarterly
sales release. Quarterly sales results, including same-store
sales results, will be reported as part of the quarterly
earnings release beginning in the fourth quarter of fiscal 2006.
Payless ShoeSource exited retail operations in Japan during the
third quarter, closing its one test location. Total exit costs
are estimated to be approximately US$2 million pre-tax and
before minority interest, with virtually all costs incurred in
the third quarter of 2006. Results of Japan retail operations
for all periods will be reported as discontinued operations.
Headquartered in Topeka, Kansas, Payless ShoeSource, Inc. --
http://www.payless.com/-- is a family footwear specialty
retailer with 4,605 retail stores, as of fiscal yearend
Jan. 28, 2006 (fiscal 2005), including 22 stores not open for
operations. The company's Payless ShoeSource retail stores in
the United States, Canada, the Caribbean, Central America, South
America and Japan sold 182 million pairs of footwear, in fiscal
2005. The company operates its business in two segments --
Payless Domestic and Payless International. The Payless
Domesticsegment includes retail operations in the United States,
Guam and Saipan.
In connection with Moody's Investors Service's implementation
of its new Probability-of-Default and Loss-Given-Default rating
methodology for the US and Canadian Retail sector, the rating
agency confirmed its Ba3 Corporate Family Rating for Payless
Shoesource, Inc. and upgraded its B2 rating on the company's
US$200 million 8.25% senior subordinated notes to B1.
Moody's also assigned an LGD4 rating to notes, suggesting
noteholders will experience a 64% loss in the event of a
default.
US AIRWAYS: Makes US$8 Billion Merger Offer to Delta Air
------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) has made a merger proposal to
Delta Air Lines, Inc. (OTC: DALRQ) under which both companies
would combine upon Delta's emergence from bankruptcy. The
proposal would provide approximately US$8.0 billion of value in
cash and stock to Delta's unsecured creditors. Delta creditors
would receive US$4.0 billion in cash and 78.5 million shares of
US Airways stock with an aggregate value of approximately
US$4.0 billion based on the closing price of US Airways' stock
as of Nov. 14, 2006.
The combination of US Airways and Delta would create one of the
world's largest airlines and would operate under the Delta name.
Customers would benefit from expanded choice as well as the
reach and services of a large-scale provider within the cost
structure of a low-fare carrier. As a combined company, the
"New" Delta would be the number one airline across the Atlantic
and the second largest airline to the Caribbean. The New Delta
would reach more than 350 destinations across five continents,
including North and South America, Europe, Asia and Africa. In
the U.S., the combination would create a leading competitor in
the Eastern U.S. and an enhanced position in the Western U.S.
The combined company would be the number one airline at 155
airports. The New Delta would also be uniquely positioned to
compete with low cost and legacy carriers.
US Airways' proposal represents a 25% premium over the current
trading price of Delta's prepetition unsecured claims as of Nov.
14, 2006 (40 cents/dollar), assuming that there will ultimately
be US$16.0 billion of unsecured claims. The proposal also
represents a 40 percent premium over the average trading price
for Delta unsecured claims over the last thirty days.
US Airways believes that the combination will generate at least
US$1.65 billion in annual synergies, including US$935 million in
network synergies, predominantly from optimization of the
airlines' complementary networks, including rationalization of
network overlap, which will result in a 10 percent reduction of
the combined airlines' capacity, reducing unprofitable flying
and improving the mix of traffic. In addition, US$710 million
in net cost synergies will be achieved by combining facilities
in overlap airports and eliminating redundant systems and
overhead. Significantly, the opportunity to generate more than
half of these synergies could be lost if a merger is delayed
until after Delta emerges from bankruptcy. The merger is
expected to be accretive to US Airways' earnings in the first
full year after completion of the merger.
US Airways Chairman and Chief Executive Officer Doug Parker
stated, "We believe that the combination of US Airways and
Delta, like the US Airways/America West merger we completed in
September 2005, is extremely compelling and will create
significant value for each of our stakeholders. The combined
company will be a more effective and profitable competitor in
the current fragmented marketplace, with the ability to better
meet the continuing evolution of the airline industry. We will
be flying under the Delta brand name, which is recognized around
the world.
"Delta creditors will receive significantly greater value under
this proposal than they would under any standalone plan for
Delta. US Airways shareholders and Delta creditors will benefit
from the significant upside potential of the combined company
through their respective ownership stakes.
"Even with a 10 percent reduction in capacity, all existing U.S.
destinations served today by US Airways and Delta will remain
part of the new, improved network. Consumers will have the
advantages of a larger, full-service airline with the cost
structure of a low-fare carrier, and the communities we serve,
as well as those Delta serves, will have access to a wider range
of network options. More than ever, the New Delta will be able
to connect our customers to the people and places they want to
visit.
"All of the employees of the New Delta will benefit from working
for a larger and more competitive airline. As we demonstrated
during our US Airways/America West merger, long-term job
security for employees in our industry results from sound
economics and a healthy business able to compete in our changing
marketplace," Parker concluded.
The New Delta will create a more comprehensive global route
network that will provide more choice for travelers and attract
new customers to key markets. In addition, many travelers have
already benefited from the US Airways/America West merger.
Since the merger, US Airways has lowered leisure fares in nearly
350 markets with discounts ranging from 10 percent to 75 percent
-- an average reduction of 24% within those markets. US Airways
has also lowered business fares in nearly 400 markets during the
same period with reductions ranging from 10 percent to 83
percent -- an average reduction of 37% within those markets.
Paul Reeder, President of PAR Capital Management, US Airways'
largest shareholder, said, "We enthusiastically support this
transaction, which we believe offers the opportunity to build
upon US Airways' current competitive position. We have
confidence in the US Airways management team, the
US$1.65 billion in identified synergies, and the potential
upside for US Airways shareholders."
USAir CEO's Letter to Delta Counterpart
A full-text copy of the letter US Airways sent to Gerald
Grinstein, Delta's Chief Executive Officer:
November 15, 2006
VIA FACSIMILE
Mr. Gerald Grinstein
Chief Executive Officer
Delta Air Lines, Inc.
Atlanta, GA 30320-6001
Dear Jerry:
Last Spring we had a conversation about a potential merger
of US Airways and Delta. As you know, following that
conversation, I sent you a letter on September 29, 2006,
outlining our thoughts about a transaction, describing the
significant benefits that could be achieved for both of our
respective stakeholder groups from this type of
transaction, and proposing to meet with you and your team
to work together to further consider and develop our
proposal. I was disappointed that you declined to meet or
even enter into discussions in your letter of October 17,
2006. Because the benefits of a merger of US Airways and
Delta are so compelling to both of our companies'
stakeholders, we believe it is important to inform them
about our proposal. Therefore, we are simultaneously
releasing this letter to the public.
The Board of Directors and management team of US Airways
believe that a combination of Delta and US Airways presents
a significantly greater value for Delta's creditors,
customers, employees and partners than a plan to emerge
from bankruptcy on a standalone basis. We also believe
that, unless we act quickly to pursue a combination through
the actions that can be taken during Delta's bankruptcy
process, our respective stakeholders will not be able to
realize what we believe are substantial economic benefits
from such a combination.
Merger Proposal
We propose a merger of Delta and US Airways in a
transaction in which Delta prepetition unsecured creditors
would receive US$4.0 billion in cash plus 78.5 million
shares of US Airways' common stock. Based upon the closing
price of US Airways' common stock of US$50.93 on Nov. 14,
2006, the equity component represents a value of
approximately US$4.0 billion. As a result of this
transaction, immediately following the merger, Delta
unsecured creditors would own approximately 45 percent of
the combined company.
This proposal represents an aggregate of approximately
US$8.0 billion in value to Delta's prepetition unsecured
creditors, before taking into account realization of any of
the significant additional value from the synergies we
believe are achievable. Even prior to the realization of
any synergy value, this proposal represents a 25 percent
premium over the current trading price of Delta's
prepetition unsecured claims as of November 14, 2006
(40 cents/dollar), assuming that there will ultimately be
US$16.0 billion of unsecured claims. The proposal also
represents a 40 percent premium over the average trading
price for Delta unsecured claims over the last thirty days.
We believe that this proposal, which is based on publicly
available information, fully values Delta.
Synergy Value
What makes this proposal most compelling for both Delta
creditors and US Airways shareholders are the significant
synergies that we believe can be readily achieved in this
proposed transaction. We have preliminarily identified
annual network and cost synergies in excess of US$1.65
billion, which at a median industry EBITDAR multiple of
5.0x translates into approximately US$8.3 billion of
additional value creation. This is value that neither of
our teams, no matter how well managed, could create
independently. Under the combination, these synergies
would be shared by Delta creditors and US Airways
shareholders in proportion to their initial ownership in
the combined company.
The synergies would be generated only through an
appropriately timed transaction, and under our current
analysis we believe would be as follows:
* Approximately US$710 million would be realized through
expense reductions. The largest savings would be in
consolidation of information systems, reduction of
overhead and consolidation of facilities. Additional
savings are expected through lower distribution costs
and renegotiation of our collective contracts with
vendors. Based upon our experience and synergies
achieved with the merger of US Airways and America
West, we believe this estimate is conservative.
* Another US$935 million would be realized through
network rationalization synergies. Network
rationalization savings would be generated by managing
the combined networks to ensure that the combined
fleet size is better matched to passenger demand.
Network synergies would also arise from better serving
our current customers, and by increasing our
competitive presence, attracting new customers and
corporate accounts in markets where neither carrier
today is a significant competitor.
In our US Airways/America West merger, we preliminarily
identified approximately US$250 million in potential annual
cost synergies that we believed could be realized in that
transaction. After having successfully completed that
transaction over a year ago, we have now identified over
US$300 million in cost synergies, outperforming our
expectations. Year-to-date, US Airways' RASM is up
17.1 percent versus the industry being up 9.1 percent,
which translates into US$425 million in network synergies
already this year. Accordingly, we have a high level of
confidence that we can achieve at a minimum the synergies
that we have identified in a potential Delta/US Airways
merger.
Our analysis presumes that a merger would proceed in the
same fashion as the US Airways/America West transaction,
with the closing in conjunction with Delta's emergence from
bankruptcy. As I have previously indicated to you, if we
model a merger of our companies after Delta emerges from
bankruptcy standalone, our synergy estimates are cut in
half. We do not believe that simply allowing that
potential value to evaporate is in the best interests of
any constituency.
Financing and Structure
We have obtained a financing commitment from Citigroup to
provide US$7.2 billion in new financing for this
transaction. This funding would be utilized to refinance
Delta's debtor-in-possession credit facility, refinance US
Airways' existing senior secured facility with GE Capital,
and provide the funding for the US$4.0 billion cash portion
of our offer. All other allowed secured debt and
administrative claims would be assumed or paid in full.
Preliminarily, we would intend to follow the model used
successfully in the US Airways/America West merger for this
transaction. We would, of course, seek to structure the
transaction in a tax efficient manner for our respective
stakeholders, maximizing Delta's net operating loss
carryforwards.
Integration
Our proposal contemplates the creation of the leading
global airline operating under the "Delta" name and brand.
To streamline our operations and capitalize on potential
synergies, we would expect to develop together an
integration plan, and identify areas in which efficiencies
can be maximized, including appropriate rationalization of
operational centers.
Regulatory Matters
We have worked with antitrust counsel to analyze this
transaction and believe that any antitrust issues can be
resolved.
Labor Matters
We believe that this transaction is in the best interests
of the employees of US Airways and Delta because of the
strength and stability of the company that the transaction
will produce. Also, we expect that we would move to the
highest of the existing labor costs in every group.
Because the wage rates for Delta and US Airways employees
are not markedly different, we do not anticipate that this
action will have a material negative impact, and that fact
has been included in our analysis. Similar to the US
Airways/America West merger in which there were no
furloughs of mainline operating group employees, our
current model does not assume furloughs of employees in the
mainline operating groups.
Conditions
Our proposal is conditioned on satisfactory completion of a
due diligence investigation, which we believe can be
completed expeditiously. In addition, the proposed
transaction would be conditioned on the bankruptcy court's
approval of a mutually agreeable plan of reorganization
that would be predicated upon the merger, regulatory
approvals and approval of the shareholders of US Airways.
Given our analysis to date, we are confident that our joint
efforts would result in satisfaction of these conditions
and a successful combination of our companies in a timely
manner.
This proposal presents an opportunity for Delta creditors
to receive significantly higher recoveries than they can
receive under any standalone plan for Delta. It is also an
opportunity for US Airways shareholders to benefit from the
significant upside potential of the combination. Consumers
will benefit from expanded choice as well as the reach and
services of a large-scale provider within the cost
structure of a low-fare carrier. Our employees will
benefit from a more competitive employer and our
willingness to adopt highest common denominator employee
costs.
As I expressed to you previously, I understand that you and
your team have worked extremely hard on your own
restructuring, and greatly respect all that you have
accomplished to make Delta a healthy, viable airline. We
simply believe that a combination with US Airways will
produce even more value for your creditors and our
shareholders, and that this is a unique opportunity to
create an airline that is even better positioned to thrive
long into the future, whatever that future might bring to
the industry, greatly benefiting our employees and
customers.
We and our advisors, Citigroup Corporate and Investment
Banking and Skadden, Arps, Slate, Meagher & Flom LLP, are
ready to commence due diligence and to negotiate definitive
documentation immediately, and request that you agree to
work with us so that this alternative to your standalone
plan can be quickly and fully developed. We are prepared
to meet with you, Delta's Board, Delta's Official Committee
of Unsecured Creditors, and any major Delta creditor or
other stakeholder, to achieve this outcome. I believe we
owe it to our respective stakeholders to pursue this
opportunity vigorously.
I look forward to hearing from you soon.
Respectfully,
/s/ Doug Parker
US$7,200,000,000 Citigroup Commitment
US Airways has committed financing from Citigroup for the
proposed transaction for US$7.2 billion, representing US$4.0
billion to fund the cash portion of the offer and US$3.2 billion
in refinancing at both companies.
The US Airways proposal is conditioned on satisfactory
completion of a due diligence investigation, which the company
believes can be completed expeditiously, approval by Delta's
Bankruptcy Court of a mutually agreeable plan of reorganization
that would be predicated upon the merger, regulatory approvals,
and the approval of the shareholders of US Airways. US Airways
believes that this process could be completed in the first half
of 2007.
Citigroup Corporate and Investment Banking is acting as
financial advisor to US Airways, and Skadden, Arps, Slate,
Meagher & Flom LLP is acting as primary legal counsel, with
Fried, Frank, Harris, Shriver & Jacobson LLP as lead antitrust
counsel to US Airways.
Conference Call on Nov. 15
US Airways executives held a conference call with analysts and
investors on Nov. 15, 2006, relating to the proposed merger with
Delta. A full-text copy of the investor presentation is
available at no charge at http://researcharchives.com/t/s?152d
Delta Will Review USAir Offer
Delta Air Lines' CEO Gerald Grinstein issued [this] statement
regarding U.S. Airways' proposed merger with Delta:
"We received a letter from U.S. Airways this morning and will
of course review it. Delta's plan has always been to emerge
from bankruptcy in the first half of 2007 as a strong, stand-
alone carrier. Our plan is working and we are proud of the
progress Delta people are making to achieve this objective.
The Bankruptcy Court has granted Delta the exclusive right to
create the plan of reorganization until Feb. 15, 2007. We will
continue to move aggressively towards that goal."
[USAir's Doug Parker first called Mr. Grinstein in July 2006
for talks about a potential merger. In an October 17 letter,
Mr. Grinstein advised Mr. Parker that exploratory merger
discussions at that time would not be productive given the
significant work that remains to be done by Delta's
restructuring team. Mr. Grinstein added that the USAir proposal
has been presented to the Official Committee of Unsecured
Creditors in Delta's bankruptcy case, and the panel supported
the company's response to the offer.]
About Delta Air
Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners. The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts. Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice. Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice. John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors. As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.
About US Airways
Headquartered in Arlington, Virginia, US Airways' primary
business activity is the ownership of the common stock of US
Airways, Inc., Allegheny Airlines, Inc., Piedmont Airlines,
Inc., PSA Airlines, Inc., MidAtlantic Airways, Inc., US Airways
Leasing and Sales, Inc., Material Services Company, Inc., and
Airways Assurance Limited, LLC.
The company and its affiliates filed for chapter 11 protection
on Aug. 11, 2002 (Bank. E.D. Va. Case No. 02-83984). Under a
chapter 11 plan declared effective on March 31, 2003, USAir
emerged from bankruptcy with the Retirement Systems of Alabama
taking a 40% equity stake in the deleveraged carrier in exchange
for US$240 million infusion of new capital.
US Airways and its subsidiaries filed their second chapter 11
petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).
Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J.
Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken,
Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent
the Debtors in their restructuring efforts. In the company's
second bankruptcy filing, it listed US$8,805,972,000 in total
assets and US$8,702,437,000 in total debts. The Debtors'
chapter 11 plan for its second bankruptcy filing became
effective on Sept. 27, 2005. The Debtors completed their merger
with America West on the same date.
On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates. Only US Airways, Inc.'s
chapter 11 case remains open.
US Airways (NYSE: LCC) and America West's merger created the
fifth largest domestic airline employing nearly 35,000 aviation
professionals. US Airways, US Airways Shuttle and US Airways
Express operate approximately 3,800 flights per day and serve
more than 230 communities in the U.S., Canada, Europe, the
Caribbean and Latin America. US Airways is a member of Star
Alliance, which provides connections for our customers to 841
destinations in 157 countries worldwide.
US Airways has operations in Japan, Australia, China, Costa
Rica, Philippines, and Spain, among others.
* * *
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised
the outlook to stable from negative.
US AIRWAYS: Proposed Delta Merger Cues S&P's CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on US
Airways Group Inc., including the 'B-' corporate credit ratings
on US Airways Group Inc. and its major operating subsidiaries
America West Holdings Corp., America West Airlines Inc., and US
Airways Inc., on CreditWatch with developing implications.
At the same time, ratings on enhanced equipment trust
certificates of Delta Air Lines Inc. were also placed on
CreditWatch with developing implications.
The CreditWatch placement does not affect 'AAA' rated EETCs that
are covered by bond insurance.
These rating actions follow US Airways Group's unsolicited
proposal to merge with Delta, upon Delta's emergence from
bankruptcy, expected in the first half of 2007. The proposal
offers approximately US$8 billion in cash and stock to Delta's
unsecured creditors, using US$7.2 billion of committed credit
facilities to fund the US$4 billion cash portion of the offer
and to refinance various existing debt.
The combination would result in one of the world's largest
airlines and US Airways' management forecasts annual revenue and
cost synergies of US$1.6 billion when fully phased in over a
two-year period. The combination is also subject to an
antitrust review by the Department of Justice.
"If US Airways is successful in completing the merger with Delta
and realizing these synergies, ratings could be raised
modestly," said Standard & Poor's credit analyst Betsy Snyder.
"Alternatively, if US Airways completes the merger but
encounters problems with integrating the two airlines,
particularly among the different labor groups, or if a potential
competing bid for Delta forces US Airways to raise its bid
materially, ratings could be lowered."
Affirmation of ratings at the current level is also a possible
outcome. Management has stated that it will not seek to change
the aircraft obligations that Delta has agreed to perform on in
bankruptcy, which includes the rated EETCs.
US Airways Group is already the product of a recent merger, the
Sept. 2005 combination of America West Holdings Corp. and US
Airways Group Inc. upon the latter's emergence from Chapter 11.
In 2006, the combined US Airways' earnings performance has been
among the best of U.S. airlines, due in large part to strong
revenue growth.
In addition, the company has realized US$425 million of
synergies from that merger, in excess of the forecast
US$350 million. However, the company has not yet integrated its
labor forces, which is often the most difficult part of an
airline merger. US Airways has indicated that if labor costs
for each labor group were to rise to that of the highest paid
among those of the three airlines, the cost to the combined
entity would be only US$90 million annually. US Airways intends
to serve all cities on the combined route system, but to reduce
capacity 10% primarily through the early termination of aircraft
leases.
USINAS SIDERURGICAS: Nippon Steel Buys 1.7% Stake in Firm
---------------------------------------------------------
Nippon Steel Corp. told Kyodo News International that it has
purchased a 1.7% stake in Usinas Siderurgicas de Minas Gerais
SA.
As reported in the Troubled Company Reporter-Latin America on
Nov. 7, 2006, Usinas Siderurgicas was negotiating with Nippon
Steel to strengthen ties. Nippon Steel had planned to take a
1.7% stake in Belo Usinas.
Officials of Nippon Steel told Kyodo News that the acquisition
of a stake in Usinas Siderurgicas is intended to increase the
firm's supply capacity for Japanese automakers operating in
South America.
According to Kyodo News, the move is also part of Nippon Steel's
efforts to boost its international competitiveness through
enhanced partnerships with foreign partners amid an accelerating
realignment of the industry worldwide.
Kyodo News relates that Nippon Steel has indirectly invested in
Usinas Siderurgicas through its 14.4% stake in Nippon Usiminas
Co., a major shareholder of Usinas Siderurgicas.
Nippon Usiminas has also increased its stake in Usinas
Siderurgicas to 21.6% from 19.4%, Kyodo News states.
About Nippon Steel
Nippon Steel Corp. is a Japanese manufacturer. It has seven
business segments: Steel Manufacturing, including the
manufacture and sale of steel bars, plates and pipes, special
steels and secondary steel products, and the designing,
construction and maintenance of machinery and electric
equipment; Engineering, such as the construction of steel
manufacturing plants, industrial machinery and furnaces, and
environmental facilities; Urban Development, encompassing the
development of housing complexes and other real estate
properties; Chemical and Nonferrous Metal Material, including
the provision of pitch coke, naphthalene, ammonium sulphate,
fine ceramic products and aluminum products; System Solution,
such as the provision of engineering consultation services for
computer systems; Electric Power, including the supply of
electric power, and Service and Others, like the financial, non-
life insurance and energy businesses, as well as the operation
of nursing care facilities.
About Usinas Siderurgicas de Minas Gerais
Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA is among the world's 20 largest steel
manufacturing complexes, with a production capacity of
approximately 10 million tons of steel. Usiminas System
companies produces galvanized and non-coated flat steel products
for the automotive, small and large diameter pipe, civil
construction, hydro-electronic, rerolling, agriculture, and road
machinery industries. Brazil consumes 80% of its products and
the company's largest export markets are the US and Latin
America. The company also sells in China and Japan.
* * *
Standard & Poor's Ratings Services affirmed on June 7, 2006, its
'BB+' long-term corporate credit rating on Brazil-based steel
maker Usinas Siderurgicas de Minas Gerais SA -- Usiminas. At
the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to the forthcoming US$200 million Global
MTNs due June 2016 to be issued by Cosipa Commercial Ltd. S&P
says the outlook on the corporate credit rating is stable.
USINAS SIDERURGICAS: Posts BRL1.8-Bil. Profit for First 9 Months
----------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais, aka Usiminas, reported
results for third quarter 2006.
"The Brazilian economy's performance has, for the most part,
been sustained by domestic consumption, and this trend should be
the main GDP growth driver. Exports, on the other hand, have
maintained their dynamic pace in spite of the loss of
competitive strength due to an unfavorable exchange rate and
increase in imports, which have directly affected the industrial
activity level, growing far less in the last few years than its
potential," Usiminas Chief Executive Officer Rinaldo Campos
Soares, said.
"This panorama has a direct impact on several flat steel
consumer segments. It is expected that an increase in the level
of investments materializes in the coming four years of this
federal government administration, favored by a continuous
reduction in interest rates within a lower-risk environment.
"In such economic context, the Usiminas System arrives in the
third quarter of 2006 showing consistent results within its
planning for the period. Nine-month net profit of BRL1.8
billion, operating cash generation measured by EBITDA of BRL3.2
billion, maintenance of leadership in the domestic market and
other operating efficiency indicators assured us of the
company's strategic direction.
"With confidence, we keep on implementing our investment program
in order to gain scale, maintaining the mills technologically
updated, reducing production cost and increasing the quality of
our products even further.
"We have just announced a new Usiminas shareholders' agreement,
constituted by traditional members, which reaffirms our interest
in investing with a long-term vision, in strengthening the
Company and in its strategic position in the current global
steel industry.
"The steel industry is making great strides into a new era, in
which only competitive, sustainable companies will achieve
success. Once again, we reaffirm that the Usiminas System is
prepared to reap opportunities," Mr. Soares concluded.
Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA is among the world's 20 largest steel
manufacturing complexes, with a production capacity of
approximately 10 million tons of steel. Usiminas System
companies produces galvanized and non-coated flat steel products
for the automotive, small and large diameter pipe, civil
construction, hydro-electronic, rerolling, agriculture, and road
machinery industries. Brazil consumes 80% of its products and
the company's largest export markets are the US and Latin
America. The company also sells in China and Japan.
* * *
Standard & Poor's Ratings Services affirmed on June 7, 2006, its
'BB+' long-term corporate credit rating on Brazil-based steel
maker Usinas Siderurgicas de Minas Gerais SA -- Usiminas. At
the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to the forthcoming US$200 million Global
MTNs due June 2016 to be issued by Cosipa Commercial Ltd. S&P
says the outlook on the corporate credit rating is stable.
USINAS SIDERURGICAS: Companhia Vale Closes Partial Sale of Share
----------------------------------------------------------------
Companhia Vale do Rio Doce has concluded the sale of 5,362,928
common shares of Usinas Siderurgicas de Minas Gerais SA aka
Usiminas at the price of BRL70.59 per common share, which
amounted to BRL378.6 million.
Companhia Vale will keep 6,608,608 Usiminas common shares, which
will be tied to the new 15-year shareholder agreement of
Usiminas, signed on Nov. 6, 2006. Therefore, the remaining
13,839,192 Usiminas common shares that Companhia Vale currently
owns will be sold through a public offer that will be announced
soon.
Such movement is aligned with Companhia Vale's strategy of
promoting the expansion of the Brazilian steel industry and,
simultaneously, allows the reallocation of capital to invest in
its core business. Moreover, this restructuring is associated
with the decision of the Usiminas controlling shareholders to
realize a feasibility study regarding the construction of a slab
plant, maximizing the company's potential to lead the
repositioning of the Brazilian steel industry in the global
scenario.
Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA is among the world's 20 largest steel
manufacturing complexes, with a production capacity of
approximately 10 million tons of steel. Usiminas System
companies produces galvanized and non-coated flat steel products
for the automotive, small and large diameter pipe, civil
construction, hydro-electronic, rerolling, agriculture, and road
machinery industries. Brazil consumes 80% of its products and
the company's largest export markets are the US and Latin
America. The company also sells in China and Japan.
* * *
Standard & Poor's Ratings Services affirmed on June 7, 2006, its
'BB+' long-term corporate credit rating on Brazil-based steel
maker Usinas Siderurgicas de Minas Gerais SA -- Usiminas. At
the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to the forthcoming US$200 million Global
MTNs due June 2016 to be issued by Cosipa Commercial Ltd. S&P
says the outlook on the corporate credit rating is stable.
XERIUM TECH: Earns US$5.7 Mil. in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Xerium Technologies, Inc., reported net sales of
US$145.5 million for the third quarter of 2006, a 3.9% increase
from US$140.1 million for the third quarter of 2005.
Net income was US$5.7 million in the third quarter of 2006,
compared to a net loss of US$8 million for the third quarter of
2005. Net cash generated by operating activities was
US$22.6 million for the third quarter of 2006, compared to
US$19.9 million in the same quarter last year.
Cash on hand at Sept. 30, 2006 was US$36.7 million, compared to
US$32.5 million at June 30, 2006, US$60 million at Dec. 31, 2005
and US$59.9 million at Sept. 30, 2005.
Capital expenditures for the third quarter of 2006 were
US$6.8 million, compared to US$5.9 million for the third quarter
of 2005. Approximately US$3.1 million of capital expenditures
for the year's third quarter were directed toward projects
designed to support the company's growth objectives, with the
remaining
US$3.7 million used to sustain the company's existing operations
and facilities.
The company disclosed net restructuring expenses of
US$1.3 million during the third quarter of 2006 in connection
with the reorganization of its European management structure.
Thomas Gutierrez, chief executive officer, said, "Earnings for
the third quarter this year were affected by several factors,
including significant investments in areas across our
businesses. During this quarter the majority of our planned 2006
restructuring activities were completed. We have now moved
beyond restructuring efforts and started to focus on initiatives
designed to further differentiate Xerium in the marketplace.
These programs, which will continue into 2007 and from which we
do not expect a substantial return during the balance of 2006,
are primarily focused on advanced product and process design and
business development. Xerium has always had a strong focus on
generating cost reductions to offset inflation and we plan to
continue this discipline.
Mr. Gutierrez added, "Our cash position has improved by more
than 12% in the past quarter. We have determined that the
capital spending requirements for 2006 will not exceed
US$32 million in total, and made a voluntary debt repayment of
US$23 million on Nov. 2, 2006 to further reduce our long-term
debt.
"We took other steps in the third quarter that strategically
improve our global position, including purchasing our Japanese
distributor. In addition, we sold our UK equipment business.
Overall, we remain optimistic about the long-term prospects for
Xerium."
Mr. Gutierrez concluded, "During the fourth quarter we will be
evaluating the creation of a dividend reinvestment plan, or
DRIP, that would allow shareholders to elect to reinvest all or
a portion of their dividends in shares of our common stock
rather than cash. Some of our largest shareholders have
indicated interest in participating in such a plan, and we think
that a DRIP has merit in that to the extent we issue new shares
in respect of dividends it could effectively reduce the cash
required to pay dividends. We expect to come to a decision on
this initiative during the fourth quarter of this year."
Nine Months Results
Net sales for the first nine months of 2006 were
US$446.9 million, a 2.1% increase from US$437.8 million for the
first nine months of 2005. The total impact of currency
fluctuations on net sales for the first nine months of 2006, as
compared to the first nine months of 2005, was a decrease of
US$1.9 million.
Net income was US$26.4 million for the first nine months of
2006, compared to a net loss of US$12.1 million for the same
period of 2005.
Net cash generated by operating activities was US$44.6 million
for the first nine months of 2006, compared to US$26.5 million
in the same period last year. Net cash provided by operating
activities for the first nine months of 2005 reflects IPO-
related costs of US$20.7 million.
Dividend Declared
The company, further, announced that its Board of Directors had
declared a dividend of US$0.225 per share of common stock
payable on Dec. 15, 2006 to shareholders of record as of the
close of business on Dec. 5, 2006.
Headquartered in Wesborough, Massachusetts, Xerium Technologies,
Inc. -- http://xerium.com/-- manufactures and supplies two
types of products used primarily in the production of paper:
clothing and roll covers. The company operates under a variety
of brand names and owns a broad portfolio of patented and
proprietary technologies to provide customers with tailored
solutions and products, designed to optimize performance and
reduce operational costs. With 35 manufacturing facilities in
15 countries, including Austria, Brazil and Japan, Xerium
Technologies has approximately 3,900 employees.
Headquartered in Westborough, Massachusetts, Stowe Woodward, a
unit of Xerium Technologies, Inc., supplies roll covers, bowed
rolls and manufacturing services for the pulp and paper
industry. Stowe Woodward has manufacturing operations around
the world.
* * *
Moody's Investors Service changed the outlook on Xerium
Technologies, Inc.'s ratings to negative from stable, and
affirmed the company's corporate family rating at B1. The
change in outlook to negative reflects Xerium's weaker than
expected operating performance primarily due to production
inefficiencies in North America and delays in achieving benefits
from cost reduction initiatives. Moody's believes the impact of
these issues, coupled with a difficult pricing environment for
roll covers and to a lesser extent clothing products, will
continue to negatively affect operating performance over the
intermediate term.
Affirmed ratings are:
* Corporate family rating; B1
* Guaranteed senior secured term loan B; B1
* Guaranteed senior secured revolving credit facility; B1
=========
K O R E A
=========
DURA AUTOMOTIVE: Nasdaq to Delist Common Stock and Securities
-------------------------------------------------------------
The NASDAQ Stock Market had made a final determination to delist
the Common Stock (Pink Sheets:DRRAQ) and the Convertible Trust
Preferred Securities (Pink Sheets:DRRPQ) of Dura Automotive
Systems, Inc., and will file a Form 25 with the Securities and
Exchange Commission to complete the delisting.
The delisting will become effective ten days after the Form 25
filing. NASDAQ previously suspended trading of the security.
The company, Oct. 31, 2006, disclosed that it had received a
delisting notification from The Nasdaq Stock Market, dated
Oct. 30, 2006, which stated that trading of its common stock
will be suspended at the opening of business on Nov. 8, 2006.
The company also disclosed that it does not intend to appeal the
decision.
NASDAQ letter indicated that the delisting determination was
prompted in light of DURA's voluntary filing for protection
under Chapter 11 of the U.S. Bankruptcy Code and was based on
Nasdaq Marketplace Rules 4300, 4450(f), and IM-4300.
Headquarted in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive and recreation & specialty vehicle industries. DURA,
which operates in 63 locations, sells its products to every
major North American, Asian and European automotive original
equipment manufacturer and many leading Tier 1 automotive
suppliers. It currently operates in 63 locations including
joint venture companies and customer service centers in 14
countries.The company has three locations in Asia, namely in
China, Japan and Korea.
* * *
The Troubled Company Reporter - Asia Pacific reported on
November 6, 2006, that Fitch Ratings placed one tranche from one
public collateralized debt obligation and one tranche from
private CDO on Rating Watch Negative following Dura Automotive
Corp.'s filing for protection under Chapter 11.
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'CCC' from 'B-'. The
rating outlook is negative.
* * *
The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202). Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings. Mark D.
Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason M.
Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are
the Debtors' co-counsel. Baker & McKenzie acts as the Debtors'
special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for. As of July 2, 2006,
the Debtor had US$1,993,178,000 in total assets and
US$1,730,758,000 in total liabilities. (Dura Automotive
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).
KANA SOFTWARE: Sept. 30 Balance Sheet Upside-Down by US$4.5MM
-------------------------------------------------------------
KANA Software Inc. incurred a US$582,000 net loss on
US$13.1 million of net revenues for the three months ended
Sept. 30, 2006, compared to a US$1.2 million net loss on
US$10.9 million of net revenues from the same period in 2005,
the company disclosed in its third quarter financial statements
on Form 10-Q to the Securities and Exchange Commission on
Nov. 14, 2006.
At Sept. 30, 2006, the company's balance sheet showed
US$28,388,000 million in total assets and US$32,910,000 million
in total liabilities, resulting in a US$4,522,000 stockholders'
deficit.
The company's Sept. 30 balance sheet also showed strained
liquidity with US$14.2 million in total current assets available
to pay US$27.6 million in total current liabilities.
A full-text copy of the company's quarterly report is available
for free at http://researcharchives.com/t/s?1531
Going Concern Doubt
KANA Software, Inc.'s auditor, Burr, Pilger & Mayer LLP,
expressed substantial doubt about the company's ability to
continue as a going concern after auditing the company's
financial statement for the year ending Dec. 31, 2005. Burr
Pilger pointed to the company's recurring losses from
operations, net capital deficiency, negative cash flow from
operations and accumulated deficit.
About KANA
KANA Software, Inc., provides multi-channel customer service
software applications. KANA's integrated solutions allow
companies to deliver service across all channels, including
email, chat, call centers and Web self-service, so customers
have the freedom to choose the service they want, how and when
they want it. The company's target market is the Global 2000
with a focus on large enterprises with high volumes of customer
interactions, such as banks, telecommunications companies, high-
tech manufacturers, healthcare organizations and government
agencies.
The company is headquartered in Menlo Park, California, with
offices in Japan, Hong Kong, Korea and throughout the United
States and Europe.
Going Concern Doubt
KANA Software, Inc.'s auditor, Burr, Pilger & Mayer LLP,
expressed substantial doubt about the company's ability to
continue as a going concern after auditing the company's
financial statement for the year ending Dec. 31, 2005. Burr
Pilger pointed to the company's recurring losses from
operations, net capital deficiency, negative cash flow from
operations and accumulated deficit.
PUSAN BANK: Fitch Affirms 'B/C' Individual Rating
-------------------------------------------------
Fitch Ratings affirmed the ratings of Pusan Bank as follows:
* Long-term Issuer Default rating 'BBB+',
* Short-term foreign currency rating 'F2',
* Individual 'B/C', and
* Support '2'.
The rating Outlook is Stable.
PB's ratings reflect its good asset quality and profitability
and its adequate capitalisation, as well as its strong franchise
in its home market of Busan, the second-largest city in South
Korea.
Partly through local loyalties, PB is the dominant bank in
Busan, with a 32% share of deposits and a 22% share of the
loans, compared to 25% and 16% in 1999, respectively. PB's
closest rival is Korea's largest bank, Kookmin Bank (rated
'A'/Stable), with c. 15% of the Busan market. Over recent
years, PB has been expanding into its neighbouring province of
Kyongnam where it now has a 2% share of deposits and a 5% share
of loans.
Through Kyongnam and a focus on its core markets of SMEs and
mortgages, PB has recorded quite strong loans growth of c.15%
p.a. since 2003. At mid-2006, 80% of PB's loans were in Busan,
17% in Kyongnam and 3% in Seoul. Meanwhile, 61% of loans were to
businesses (mainly SMEs) with the balance mainly mortgages.
Through the credit card crisis of 2003, PB recorded an
unsustainable non-performing loans formation rate of 2.2%.
Subsequently, on the back of a very benign low interest rate
environment, its NPLs formation rate has steadily subsided to
just 0.6% in H106 (annualized). Mid-2006's NPLs stood at just
0.9% of loans compared to 1.6% at end-2003. Precautionary loans
stood at 2.1% in mid-2006 compared to 2.2% in end-2003.
While NPL formation may well rise going forward, it is unlikely
to reach the 2003's level assuming Korea's good economic
environment is maintained. Profitability for PB is in line with
the system and commendable given PB's small size. This has been
achieved through above-average margins which more than offset
the bank's relatively low fee income and above-average cost
base. PB's good margins are due to its good local retail
deposit-taking franchise and a significant amount of low-cost
deposits from government entities, including Busan city
government. That said, they are also partly due to the bank's
focus on higher-yielding and potentially higher risk SMEs.
PB's mid-2006 equity/assets ratio stood at 5.8% compared to its
Tier 1 and total CARs of 9.2% and 11.6%, respectively.
Capitalisation is considered satisfactory given PB's
environment, asset quality, profitability and outlook.
Established in 1967 and listed in 1972, PB maintains 209
offices, 937 ATMs and 2,020 staff. It is 60%-owned by foreign
institutional investors.
* * *
Moody's Investors Service gave Pusan Bank a 'D' Bank Financial
Strength Rating effective on March 30, 2006.
KRISPY KREME: Posts US$135.8MM Net Loss in Year Ended Jan. 2006
---------------------------------------------------------------
Krispy Kreme Doughnut, Inc. reported a US$135.8 million net loss
on US$543.4 million of revenues for the fiscal year ended
Jan. 31, 2006, compared with a US$198.3 million net loss on
US$707.8 million of revenues for the same period in 2005.
Both revenues from company owned stores and franchisee stores
declined in fiscal 2006 compared with fiscal 2005, as did
company sales to franchise stores. This was offset mainly by
lower recorded direct operating expenses of US$474.6 million in
fiscal 2006, compared with US$598.3 million in fiscal 2005. In
addition, the company recognized lower impairment charges and
lease termination costs of US$55.1 million in 2006 compared to
US$161.8 million in 2005.
At June 30, 2006, the company's balance sheet showed
US$410.8 million in total assets, US$302.2 million in total
liabilities, and US$108.7 million in total stockholders' equity.
The company's balance sheet at Jan. 29, 2006 also showed
US$147 million in total current assets available to pay
US$153.9 million in total current liabilities.
A full-text copy of the company's annual report is available for
free at http://researcharchives.com/t/s?1485
Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) -- http://www.krispykreme.com/-- is a branded
specialty retailer of premium quality doughnuts, including the
company's signature Hot Original Glazed. There are currently
approximately 323 Krispy Kreme stores and 79 satellites
operating systemwide in 43 U.S. states, Australia, Canada,
Mexico, the United Kingdom and the Republic of South Korea.
The company generates revenues from three distinct sources:
company-owned stores, franchise fees and royalties from
franchise stores, and a vertically integrated supply chain.
Freedom Rings, LLC, company's franchisee in Eastern
Pennsylvania, Delaware and Southern New Jersey, filed on Oct.
16, 2005 for Chapter 11 protection with the Delaware Bankruptcy
Court (Bankr. D. Del. Case No. 05-14268). Following closure of
its four remaining stores, the Bankruptcy Court confirmed
Freedom Rings' plan of liquidation on April 20, 2006 and its
operations have been substantially wound up.
KremeKo, Inc., Krispy Kreme's Canadian franchisee, filed for
restructuring on April 15, 2005, pursuant to the Companies'
Creditors Arrangement Act with the Ontario Superior Court of
Justice. Krispy Kreme Doughnut Corp. agreed to pay
approximately US$9.3 million to two secured creditors to settle
its obligations with respect to its guarantees pertaining to
certain indebteness and related equipment agreements. In
exchange, a newly formed subsidiary of Krispy Kreme Doughnut
Corp. acquired substantially all of the operating assets of
KremeKo, as authorized by the Ontario Court.
Glazed Investments, LLC, company's franchisee in Colorado,
Minnesota and Wisconsin, filed for Chapter 11 protection on Feb.
3, 2006 (Bankr. N.D. Ill. Case No. 06-00932). Subsequent to
this filing, Glazed Investments sold its remaining 12 Krispy
Kreme stores to Western Dough, Krispy Kreme's area developer for
Nevada, Utah, Idaho, Wyoming and Montana, for appoximately US$10
million. This sale was facilitated by the Chapter 11 filing, by
permitting the assets to be sold free and clear of all liens,
claims and encumbrances.
Under the plan of liquidation filed by Glazed Investments, it
will be dissolved after distribution of the sale proceeds to
creditors, and Krispy Kreme will not receive any payment on
account of its ownership in Glazed Investments. While a
substantial portion of Glazed Investments' debts were retired
from the sale proceeds and liquidation of other assets, Krispy
Kreme paid approximately US$1 million of its franchisee's debt
which was guaranteed by it.
===============
M A L A Y S I A
===============
DCEIL INTERNATIONAL: RHB Seeks MYR7.75 Mil. Payment from Unit
-------------------------------------------------------------
On November 16, 2006, Dceil Sdn Bhd, a wholly owned subsidiary
of Dceil International Bhd, received a Letter of Demand from RHB
Bank Bhd for repayment of amount due on a banking facility
granted to the unit.
RHB seeks payment of MYR7,753,618 due and owing from DSB as at
September 30, 2006.
The banking facility is secured, inter alia, by :
(a) a Deed of Debenture dated July 17, 2001, creating a fixed
and floating charge over all the company's assets,
movable and immovable properties and undertakings;
(b) personal Guarantee by Directors; and
(c) a pledge or charge of a Fixed Deposit receipt of
MYR1,000,000 pursuant to letter of set-off (third party)
dated July 28, 2001.
Absent DSB's immediate payment, RHB intends to commence legal
proceedings against the unit to recover all amounts due and
payable.
* * *
DCEIL International Bhd is principally involved in trading,
distribution and installation of ceilings and partitioning
works. Its other activities include manufacturing of toilet
partitions and investment holding. The Group operates in
Malaysia and other foreign countries.
DCEIL is classified under Practice Note 1 and Practice Note 17
of the Bursa Malaysia Securities Berhad's Listing Requirements
As reported by the Troubled Company Reporter - Asia Pacific on
Nov. 7, 2006, Wang & Co, the external auditor of Dceil, raised
doubt on the company's ability to continue as a going concern
after auditing the company's financial statements for the fiscal
year ended June 30, 2006. The auditor pointed to the bankers'
demands for the company to settle its outstanding loans.
FOAMEX INT'L: Roth Unveils 12-Member Sr. Noteholders Panel
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, in
New York, discloses that as of Nov. 6, 2006, the Ad Hoc
Committee of the Holders of Foamex International Inc. and its
debtor-affiliates' 10-3/4% Senior Secured Notes due April 1,
2009, consists of 12 members:
(a) Basso Capital,
(b) Cerdarview Capital Management, LP,
(c) Chilton Investment Company, Inc.,
(d) Credit Suisse First Bolton,
(e) Jefries & Company, Inc.,
(f) Murray Capital Management, Inc.,
(g) Northeast Investors,
(h) Plainfield Asset Management LLC,
(i) Quadrangle,
(j) Rockview Capital,
(k) TQA Investors, LLC, and
(l) Venor Capital Management LP.
As of Nov. 6, 2006, the aggregate principal amount of Senior
Secured Notes held or managed by the Senior Noteholders
Committee is approximately US$135,000,000. The aggregate
principal amount of all the Senior Secured Notes outstanding is
US$300,000,000.
Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets. The company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.
Foamex has Asian locations in Malaysia, Thailand and China.
The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors. As of July 3, 2005, the Debtors reported
US$620,826,000 in total assets and US$744,757,000 in total
debts. (Foamex International Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
Standard & Poor's Ratings Services lowered its senior secured
and subordinated debt ratings on Foamex L.P./Foamex Capital
Corp. to 'D' from 'C'. The downgrades follow Foamex's
announcement that it has filed a voluntary pre-negotiated
Chapter 11 bankruptcy plan.
The ratings were also removed from CreditWatch with negative
implications, where they were placed on July 11, 2005, on
concerns that Foamex's leveraged financial profile and liquidity
would continue to deteriorate. The corporate credit rating was
lowered to 'D' on August 15, 2005, following the company's
failure to make a US$51.6 million principal payment on its 13.5%
subordinated notes that matured Aug. 15, 2005.
FOAMEX INTERNATIONAL: Foamex LP Can Assume Amended Chemtura Pact
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Foamex L.P. to assume, as amended, its executory
contract dated June 16, 2003, with Chemtura Company.
As reported in the Troubled Company Reporter on Oct. 25, 2006,
Chemtura, as successor-in-interest to Great Lakes Chemical
Corporation, supplied the Debtors with a variety of additives
classified in general as flame-retardants. These additives were
critical to meet industry and regulatory requirements for
retarding the flammability of foam products, while meeting
environmental guidelines.
Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, contended that with the assumption of
the Chemtura Contract, Foamex is ensured continued supply of the
specialty chemical it needs.
Chemtura also agreed to provide Foamex several weeks to pay the
cure amount due to Chemtura, and has agreed to a 9% discount on
the cure amount owed. Specifically, Chemtura has agreed to
accept US$1,055,317 in order to cure any and all defaults under
the Chemtura Contract to be paid in three equal weekly
installments.
Foamex owes US$1,155,317 to Chemtura for prepetition purchases.
Headquartered in Middlebury, Connecticut, Chemtura Corp. (NYSE:
CEM) -- http://www.chemtura.com/-- is a global manufacturer and
marketer of specialty chemicals, crop protection and pool, spa
and home care products. The company has approximately 6,400
employees around the world and sells its products in more than
100 countries. In the Asia Pacific, Chemtura has facilities in
Australia, China, Hong Kong, India, Japan, Singapore, South
Korea, Taiwan, and Thailand.
The Troubled Company Reporter - Asia Pacific reports that
Standard & Poor's Ratings Services revised its outlook on
Middlebury, Connecticut-based Chemtura Corp. to stable from
positive and affirmed the existing 'BB+' corporate credit and
senior unsecured debt ratings.
Moody's Investors Service assigned a Ba1 rating to Chemtura
Corp.'s US$400 million of senior notes due 2016 and affirmed the
Ba1 ratings for its other debt and the corporate family rating.
* * *
Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets. The company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. Foamex
has Asian locations in Malaysia, Thailand and China. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693). Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at
Lowenstein Sandler PC and Donald J. Detweiler, Esq., at Saul
Ewings, LP, represent the Official Committee of Unsecured
Creditors. As of July 3, 2005, the Debtors reported
US$620,826,000 in total assets and US$744,757,000 in total
debts. (Foamex International Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
Standard & Poor's Ratings Services lowered its senior secured
and subordinated debt ratings on Foamex L.P./Foamex Capital
Corp. to 'D' from 'C'. The downgrades follow Foamex's
announcement that it has filed a voluntary pre-negotiated
Chapter 11 bankruptcy plan.
The ratings were also removed from CreditWatch with negative
implications, where they were placed on July 11, 2005, on
concerns that Foamex's leveraged financial profile and liquidity
would continue to deteriorate. The corporate credit rating was
lowered to 'D' on August 15, 2005, following the company's
failure to make a US$51.6 million principal payment on its 13.5%
subordinated notes that matured Aug. 15, 2005.
MYCOM BHD: Enters into Option Agreements with Financial Firms
-------------------------------------------------------------
As part of its restructuring scheme, Mycom Berhad entered into
an onshore option agreement on November 16, 2006, with each of
its local financial institution creditors, being the original
holders of the irredeemable convertible bonds, redeemable
unsecured loan stocks and irredeemable convertible unsecured
loan stock:
Local FI's Available Instrument Units
---------- -------------------- -----
AmBank (M) Bhd ICB 2,948,775
(fka AmFinance Bhd)
Alliance Bank Malaysia ICB 3,828,000
(fka Multi-Purpose Bank) ICULS 11,811,160
RULS 4,872,000
Pengurusan Danaharta ICB 8,800,000
Nasional Bhd ICULS 1,801,841
RULS 11,200,000
Danaharta Managers Sdn Bhd ICB 17,900,520
ICULS 1,212,220
RULS 22,784,480
Danaharta Managers ICB 8,536,000
(from Danaharta Managers) ICULS 16,864,295
RULS 10,864,000
Multi Purpose Credit Sdn Bhd ICULS 29,663,870
OCBC Bank (Malaysia) Bhd ICB 1,730,138
ICULS 3,932,133
Public Bank Bhd ICB 2,131,771
ICULS 2,076,400
RHB Bank Bhd ICB 4,537,410
ICULS 1,678,959
RULS 1,523,200
Southern Investment Bank ICB 521,400
(fka Perdana Merchant Bankers) ICULS 4,215,471
RULS 663,600
Southern Bank Bhd ICB 6,600,000
(fka United Merchant Finance) ICULS 5,205,066
RULS 8,400,000
The salient terms of the Option Agreements are:
1. The put and call options under the Option Agreements are to
be secured by the respective existing collateral charged to
the Local FIs.
2. In consideration of the grant by the Local FIs to Mycom of
the call option, Mycom will irrevocably grant Local FIs a put
option to sell to Mycom the RULS, ICB and ICULS issued to and
continuously held by the Local FIs. The put option will be
exercisable by the Local Fis upon disposal of the underlying
collateral by Mycom as specified in the Mycom Onshore Option
Agreement. In addition, on a breach by Mycom of any of the
obligations under (i) the Mycom Onshore Option Agreements
(ii) the Mycom coordination and Intercreditor Agreement,
(iii) the Earmarked Assets Intercreditor Agreement, or (iv)
if any power of attorney granted under the EAIA is revoked or
repudiated or is not in full force and effect, (v) if any
breach by Mycom or any of the owners of the earmarked assets
assignment, the put option under each onshore put and call
agreement is exercisable in relation to the RULS, ICB and
ICULS.
In the event of default by Mycom of its obligations relating
to the RULS, ICB and ICULS, the put option is exercisable in
relation to the instruments in default. The put option is
also exercisable by a Local FI if the underlying collateral
for that Local FI is not sold (and such sale completed) one
month before the expiry of the option period, up to the value
of that underlying collateral.
3. The put option in relation to the ICB is also to be
exercisable by the Local FIs in relation to the relevant ICBs
that are continuously held by such original ICB Holders upon
the disposal of any earmarked assets, which are owned or will
be owned by Duta Plantations Sdn Bhd, Pertama Land &
Developments Sdn. Bhd and Tingkayu Plantation Sdn Bhd as at
the restructuring effective date. In addition, so long as
the option holder still holds any available ICB, Mycom will
undertake that the proposed disposals are to be completed by
Mycom six months before the maturity date of the ICB, failing
which the put option in relation to the ICB, ICULS
and RULS is also exercisable. The disposal proceeds of the
Earmarked Assets available will be utilized by Mycom to honor
any exercise of the put option by the onshore option holders
and offshore option holders, and Mycom will purchase such ICB
and IEB from the onshore optionholders and offshore
optionholders (over which the put option or call option has
been exercised) on a pro-rata basis.
4. In consideration of the grant by Mycom to the Local FIs of
the put option, the Local FIs will irrevocably grant Mycom a
call option to purchase the relevant RULS (or towards
prepayment of the restructure facility), ICB and ICULS issued
to, and continuously held by, the Local FIs. The call option
may be exercised by Mycom from time to time. The call option
may also be exercised upon disposal of any Earmarked Assets
subject to the relevant put option not being exercised by the
Local FIs. The call option must be exercised by Mycom upon
disposal of any of the underlying collateral above and, in
relation to any part of the underlying collateral which is
not being developed by Mycom or the owner of the underlying
collateral, the disposal proceeds equaling or exceeding the
redemption value in relation to the relevant Local FIs.
5. Generally, the net sale proceeds in relation to the disposal
of the underlying collateral by Mycom will be applied towards
the purchase of (i) available RULS or towards prepayment of
outstanding restructured facility, (ii) secondly, available
ICB, and (iii) thirdly, available ICULS in that order of
priority pursuant to any exercise of the put option and, in
the call of the RULS, ICB and ICULS, the RULS, ICB and ICULS
that are continuously held by such original optionholders.
6. Subject to earlier lapsing of the options if not exercised
upon a disposal of the underlying collateral or the Earmarked
Assets, the option period for the put and call options under
the Mycom Onshore Option Agreement commences from the
restructuring effective date and will expire on the maturity
date of the RULS, ICB and ICULS (which will be the same
date).
7. Save for an exercise of a General Call, the RULS, ICB and
ICULS excluding those that are purchased or disposed by the
Local FIs on the Bursa Malaysia Securities Berhad, are to be
put or called for cash at the agreed price as defined in the
Mycom Onshore Option Agreement. Under a General Call, the
RULS, ICB and ICULS excluding those that are purchased or
disposed by the Local FIs on the Bursa Securities, are to be
called for cash at the total face value or principal amount
of those instruments.
8. The RULS, ICB and part of the ICULS will be purchased free
from all liens, charges and other encumbrances and with all
rights and benefits attaching to those instruments on the
completion date of the sale and purchase transaction pursuant
to an exercise of the put option or call option.
9. If at any time any of the Local FIs cease to own any RULS,
ICB and ICULS issued to them pursuant to the restructuring
scheme and as proven or shown in the relevant
register/record, the Local FIs is obliged to discharge all
securities it holds over the underlying collateral.
* * *
Headquartered in Kuala Lumpur, Malaysia, Mycom Berhad is engaged
in the provisions of granite quarry services, manufactures and
sells latex rubber thread, tape, plywood, laminated board and
sawn timber, cultivates oil palm fruits, and develops property.
The company is also involved in hotel operation, provision of
management and financial services and investment holding.
Operations of the Group are carried out in Malaysia and South
Africa.
Mycom is in the advanced stage of negotiations to settle its
foreign debts. The proposed capital reduction and consolidation
by Mycom, as well as the proposed share premium account
reduction will reduce the company's accumulated losses. As of
March 31, 2006, the company registered accumulated losses of
MYR1,155,517,000. The company's June 30, 2006, balance sheet
revealed total assets of MYR817,965,000 and total liabilities of
MYR1,351,772,000, resulting into a stockholders' deficit of
MYR521,083,000.
PAN MALAYSIAN: Bursa Extends Submission of Regularization Plan
--------------------------------------------------------------
Bursa Malaysia Securities extends to January 31, 2007, the
submission deadline of Pan Malaysian Bhd's revised
regularization plan.
As reported by the Troubled Company Reporter - Asia Pacific, PMI
decided to submit and ask for an extension to formulate a
revised regularization plan instead of applying for a proposed
share consolidation and proposed rights issue to the Securities
Commission on October 6, 2006.
Bursa Securities rejected the company's first appeal for
extension, prompting PMI to re-appeal on October 27, 2006. The
extension was accordingly approved by the Bursa on November 16,
2006.
Bursa Securities further decided that:
(a) in the event PMI submits its revised regularization plans to
the relevant authorities for approval within the Extended
Time Frame, Bursa Securities will await the outcome of PMI's
application to the relevant authorities; and
(b) PMI must proceed to implement its revised regularization
plans expeditiously within the timeframes or extended
timeframes stipulated by the relevant authorities in the
event it obtains all relevant authorities' approval
necessary for the implementation of its revised
regularization plans.
Bursa Securities' decision is without prejudice to Bursa
Securities' right to proceed to suspend the trading of the
securities of PMI and to commence de-listing procedures against
PMI in the event:
-- PMI fails to submit the revised regularization plans to the
relevant authorities for approval by 31 January 2007;
-- PMI fails to obtain the approval from any of the regulatory
authorities necessary for the implementation of its revised
regularization plan; or
-- PMI fails to implement its revised regularization plans
within the time frame or extended timeframe stipulated by the
relevant authorities.
Should there be an occurrence of any of the above events, a
suspension will be imposed on the trading of the listed
securities of PMI upon the expiry of five market days from the
date PMI is notified by Bursa Securities or such other date as
may be specified by Bursa Securities and de-listing procedures
shall be commenced against the Company.
* * *
Headquartered in Kuala Lumpur, Malaysia, Pan Malaysian
Industries Berhad is involved in the operation of departmental
and specialty stores and hypermarket. Its other activities
include investment and property holding. The Group's operation
is predominantly in Malaysia, Hong Kong and Singapore.
The Group has been suffering recurring losses since 1999.
Moreover, as of June 30, 2006, Pan Malaysian has total assets of
MYR705,300,000 and total liabilities of MYR727,790,000,
resulting into a stockholders' deficit of MYR33,338,000.
=====================
N E W Z E A L A N D
=====================
BARRAUD STREET: Court Appoints Joint Liquidators
------------------------------------------------
The High Court of Palmerston on Oct. 30, 2006, appointed David
Stuart Vance and Barry Phillip Jordan as joint and several
liquidators of Barraud Street Caf, Ltd.
Accordingly, the company's creditors are required to prove their
claims by Nov. 27, 2006, or they will be excluded from sharing
in any distribution the company will make.
The Joint and Several Liquidators can be reached at:
David Stuart Vance
Barry Phillip Jordan
PB McCallum Petterson
Level Eight, The Todd Building
95 Customhouse Quay
(P.O. Box 3156), Wellington
New Zealand
Telephone:(04) 499 7796
Facsimile:(04) 499 7784
BROOKSIDE CONTRACTING: Creditors to Prove Claims on Nov. 30
-----------------------------------------------------------
Liquidator McLennan requires the creditors of Brookside
Contracting Ltd to submit their proofs of claim by Nov. 30,
2006, or they will be excluded from sharing in any distribution
the company will make.
As reported by the Troubled Company Reporter - Asia Pacific, B J
Scarlett Ltd filed a liquidation petition against the company on
Aug. 2, 2006. The petition was heard on Oct. 12, 2006.
The Liquidator can be reached at:
Iain Mclennan
McLennan Associates
Insolvency Advisers
Level Five, 80 Greys Avenue
Auckland
New Zealand
Telephone:(09) 303 9512
Facsimile:(09) 303 0508
CLEAR CHANNEL: Accepts Bain Capital's US$26.7 Bln Buyout Offer
--------------------------------------------------------------
Clear Channel Communications Inc. accepted the US$26.7 billion
buyout offer from a consortium led by Bain Capital and Thomas H.
Lee, The Independent reports.
The deal was priced at a 10% premium to Wednesday's share price
with an intense competition from a group of investors led by
Kohlberg Kravis Roberts and Blackstone Group. The deal, which
values the equity at US$19 billion, includes about US$8 billion
in debt, Stephen Foley of The Independent relates.
As reported in the Troubled Company Reporter on Nov. 15, 2006,
the Company received a takeover bid from a set of investors
consisting of Blackstone Group LP, Kohlberg Kravis Roberts &
Co., and Providence Equity Partners Inc., and an opposing bid
from a leverage buyout group consisting of Bain Capital LLC and
Thomas H. Lee Partners LP.
According to data compiled by The Independent, the Company's
founder Lowry Mays, and his sons, Mark and Randall, stand to net
US$1.3 billion. They will keep the business operations in the
private arena, shutting it on 22 years as a publicly traded
Company.
Pursuant to the deal, the Mays family agreed to reduce the
incentive scheme payments they could have receive from a change
in control. Lowry Mays will receive more than US$23 million
while Mark and Randall, who will be joint chief executives under
the new owners, will receive US$14 million. They will reinvest
some of the windfall from their shares in the new consortium,
Mr. Foley says.
The Independent states Clear Channel was selling for a
compelling price. "The only thing that can be a concern is that
Thomas Lee is involved in a lot of other media properties, so
closing could take longer than expected. I can't imagine that
they didn't vet this with regulators though", citing RBC Capital
Markets analyst David Bank as saying.
The Company also disclosed its plan to sell 448 of its 1,150
radio stations and its 42-station Television Group, to
concentrate on those in the biggest U.S. markets. These
properties contributed less than 10% of the company's revenues
last year. The radio stations scheduled for sale are located in
90 markets outside of the top-100 Arbitron Metros. The
television stations are located in 24 small and mid-sized
markets throughout the country.
Speculation occurred that the new owners might also hope to sell
the Company's controlling stake in Clear Channel Outdoor
Holdings.
Jean-Charles Decaux, the founder and chairman of advertising
rival JC Decaux, hinted his interest and had already approached
the private equity consortium. "It won't be a cheap deal," Mr.
Decaux said during an investor conference hosted by Morgan
Stanley. "But we think we are quite a natural buyer for most of
the assets, if they are for sale. This is a deal that makes a
lot of sense from a strategic viewpoint."
JC Decaux is an outdoor advertising company, with about a 10%
market share behind Clear Channel's 12%. The combined market
capitalisations of the two companies is about US$15 billion of
which, JC Decaux accounts for US$6.2 billion. Their combined
sales would be about US$5 billion.
San Antonio, Tex.-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers. The company's
businesses include radio, television and outdoor displays.
Clear Channel also has operations in the Asia-Pacific region,
including in New Zealand.
* * *
As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service placed the (P)Ba2 Multiple Seniority
Shelf Rating for Clear Channel Communications Inc. on review for
possible downgrade.
CLEAR CHANNEL: Fitch Lowers IDR to BB-, Remains on Watch Neg.
-------------------------------------------------------------
On November 16, 2006, Fitch Ratings Fitch Ratings has downgraded
Clear Channel Communications Inc.'s:
-- Issuer Default Rating (IDR) to 'BB-' from 'BBB-'; and
-- Senior unsecured to 'BB-' from 'BBB-'
The ratings remain on Rating Watch Negative.
The rating action reflects the announcement that Clear Channel
has executed a definitive merger agreement with a group led by
Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC,
pursuant to which the group will acquire Clear Channel in a
transaction with a total value of approximately US$26.7 billion,
including the assumption or repayment of approximately US$8
billion of net debt.
Given the information currently available and some uncertainty
regarding shareholder approval of the transaction (insider votes
account for less 10%), Fitch believes that the long term rating
will be no higher than 'BB-'. The current valuation,
anticipated financing and pro forma credit metrics are
indicative of an IDR in the 'B' rating category and if the
transaction is ultimately approved, Fitch would lower the rating
to that level. The resolution of Fitch's Rating Watch will be
determined by an evaluation of Clear Channel's strategic
direction, ultimate transactions including the use of proceeds
from recently announced radio and TV divestitures, as well as
pro forma credit metrics and overall financial policies.
The Clear Channel Indenture does not provide any material
restrictions related to additional debt, change of control or
sale of assets, nor does it contain any cross-default or cross-
acceleration provisions. Clear Channel's bank facility contains
a maximum leverage ratio of 5.25 times (x) and minimum interest
coverage ratio of 2.50x, as well as a change of control
provision.
Fitch notes that the Clear Channel Indenture does contain a
limitation of secured debt, which provides some level of
protection for bondholders. However, given actions that some
other companies across the corporate space have taken recently
to subvert certain protections, Fitch is generally skeptical
regarding the potential effectiveness of some covenants in
corporate bond indentures.
Clear Channel's AMFM (fka Chancellor Media) subsidiary notes due
2008, which make-up less than 10% of total debt, contain change
of control and sale of asset provisions. These notes also
contain a 7.0x leverage covenant, however Fitch believes that
this leverage test is only applicable to the AMFM subsidiary and
would not be triggered should the parent company (Clear Channel)
exceed such threshold.
As part of its rating evaluation, Fitch anticipates reviewing
the company's strategy with Clear Channel's management.
San Antonio, Tex.-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers. The company's
businesses include radio, television and outdoor displays.
Clear Channel also has operations in the Asia-Pacific region,
including in New Zealand.
CLEAR CHANNEL: US$26.7 Bln Buyout Cues S&P to Cut Ratings to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel
Communications Inc. to 'BB+' from 'BBB-'. The ratings remain on
CreditWatch with negative implications, where they were placed
on Oct. 26, 2006, following the company's announcement that it
was exploring strategic alternatives to enhance shareholder
value.
The downgrade and continuing CreditWatch status followed its
announcement of a definitive agreement to be acquired in an LBO
by a group of investors led by Bain Capital Partners LLC and
Thomas H. Lee Partners L.P. for US$36.70 a share, or
approximately US$18.7 billion. The total value of the
transaction is approximately US$26.7 billion, including the
assumption of the company's outstanding US$8 billion of net
debt.
The merger is subject to the agreement of Clear Channel's
shareholders and regulatory approval.
"Although the company has not announced specific financing terms
of the new capital structure, we would expect a marked increase
in leverage, which is likely to result in even further ratings
downside potential," said Standard & Poor's credit analyst
Michael Altberg. "Even if the deal does not close, which we
believe is a relative low probability at this juncture, Clear
Channel has demonstrated an appetite for a higher level of
risk."
Accordingly, S&P's financial policy expectations have changed,
warranting a lower corporate credit rating. The acquisition
announcement comes on the heels of a number of shareholder-
favoring initiatives undertaken by Clear Channel. Standard &
Poor's will review its ratings on Clear Channel when the new
capital structure is announced and we can gain greater clarity
on the amount of equity that investors would contribute in
financing the proposed acquisition.
San Antonio, Tex.-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers. The company's
businesses include radio, television and outdoor displays.
Clear Channel also has operations in the Asia-Pacific region,
including in New Zealand.
DOLAN BUILDINGS: Court Names Vance and Jordan as Liquidators
------------------------------------------------------------
On Oct. 30, 2006, the High Court of Palmerston appointed David
Stuart Vance and Barry Phillip Jordan as joint and several
liquidators of Dolan Buildings Ltd.
Consequently, the liquidators require the company's creditors to
prove their debts by Nov. 27, 2006. Creditors who will be
unable to prove debts by the due date will be excluded from
sharing in any distribution the company will make.
The Joint and Several Liquidators can be reached at:
David Stuart Vance
Barry Phillip Jordan
PB McCallum Petterson
Level Eight, The Todd Building
95 Customhouse Quay
(P.O. Box 3156), Wellington
New Zealand
Telephone:(04) 499 7796
Facsimile:(04) 499 7784
FELTEX CARPETS: NZSA to Seek MED Approval to Bar Directors
----------------------------------------------------------
The New Zealand Shareholders Association plans to lay a
complaint with the Ministry of Economic Development, seeking to
bar former Feltex Carpets Ltd directors for five years, the New
Zealand Press Association reports.
According to ShareChat News, citing a New Zealand Herald report,
the NZSA had applied to the High Court in Auckland to have the
Feltex shell company put into liquidation.
In a release posted at its Web site, the NZSA states that from a
shareholder's point of view, a liquidator is preferable to any
other option, on reasons that include:
(a) the broad powers of inspection and inquiry of a
liquidator, including inquiry on oath, which a board of
directors of Feltex could not achieve without a court
order which could be contested and for each "inquiry"
expensive;
(b) the power of a liquidator to set aside transactions,
which directors do not have; and
(c) the ability of a liquidator to raise funds to pursue
litigation against director's promoters and others
without the funds being potentially available to
creditors.
The NZSA adds that if on conclusion of the liquidation, all
creditors are paid and there is a surplus available to
shareholders, the liquidator can be discharged and the company
can recommence operations. Liquidation is not a one-way street,
the NZSA asserts, noting that the tax losses may be capable of
being recovered once the company is in funds.
If the complaint succeeds with the Court, the NZSA would apply
to the MED to have Feltex directors barred from acting as
directors or managers of companies for five years, NZPA notes.
The move does not affect Feltex Carpets' assets sold to Godfrey
Hirst, ShareChat says.
About Feltex
Headquartered in Auckland, New Zealand, and established over 50
years ago, Feltex Carpets Limited -- http://www.feltex.com/--
has built a reputation for being one of the world's leading
manufacturers of superior-quality carpet. The Feltex operation
includes a wool scouring plant, six spinning mills, three tufted
carpet mills, a woven carpet mill and offices in New Zealand,
Australia and the United States.
The Company also leads the way in exports, with customers
throughout South East Asia, Japan, the United States, the Middle
East and other key world markets. Feltex listed on the local
stock exchange in mid-2004 in a NZ$254-million initial public
offering -- the year's largest in New Zealand. However, the
Company fell short of its prospectus earnings projections,
reporting a net profit of NZ$11.8 million in the fiscal year to
June 30, 2005, about half the forecast NZ$23.9 million. The
Company has struggled with losses and earnings downgrades,
flogging sales, and a dipping share price. The Company closed
plants and in October 2005, axed 235 jobs, mostly in Australia,
and by 2006, abandoned merger talks with Australian competitor
Godfrey Hirst after it suggested that the apparent "white
knight" investor was more interested in a reverse takeover.
Godfrey Hirst later sold out its nearly 9% stake in the Company.
In February 2006, Feltex reported a first-half after tax loss of
NZ$11.83 million, down almost 200% compared with the net loss in
the previous year.
ANZ Bank placed the Company in receivership on September 22,
2006, and named Colin Nicol, Peter Anderson and Kerryn Downey,
of McGrathNicol+Partners, as receivers and managers.
The TCR-AP reported on October 4, 2006, that Godfrey Hirst
acquired Feltex as a going concern, including its assets and
undertakings in New Zealand, Australia, and the United States.
Proceeds of the sale will be used to ease the company's NZ$128-
million debt to ANZ Bank.
HANDS ON: Creditors' Proofs of Claim Due on November 27
-------------------------------------------------------
The High Court of Palmerston appointed David Stuart Vance and
Barry Phillip Jordan as joint and several liquidators of Hands
On Personal Ltd on Oct. 30, 2006.
Accordingly, the liquidators fix Nov. 27, 2006, as the last day
for the company's creditors to lodge in their claims.
The Joint and Several Liquidators can be reached at:
David Stuart Vance
Barry Phillip Jordan
PB McCallum Petterson
Level Eight, The Todd Building
95 Customhouse Quay
(P.O. Box 3156), Wellington
New Zealand
Telephone:(04) 499 7796
Facsimile:(04) 499 7784
HYDRO COMPANY: Hearing of Liquidation Petition Set on Nov. 23
-------------------------------------------------------------
The High Court of Auckland will hear a liquidation petition
filed against Hydro Company Ltd on Nov. 23, 2006, at 10:00 a.m.
On Aug. 16, 2006, the Commissioner of Inland Revenue filed the
petition.
The Solicitor for the Petitioner can be reached at:
Simon John Eisdell Moore
Crown Solicitor
Meredith Connell
Level Seventeen, Forsyth Barr Tower
55-65 Shortland Street
(P.O. Box 2213 or D.X. C.P. 24-063)
Auckland
New Zealand
INFRATIL LTD: Discloses 12,350,000 TrustPower Shares Placement
--------------------------------------------------------------
Infratil Ltd discloses that it has placed 12,350,000 TrustPower
Limited ordinary shares at NZ$7.00 per share under a book build
undertaken on its behalf by ABN Amro.
The shares are part of those acquired through Infratil's
purchase of Alliant Energy New Zealand Limited.
As reported in the Troubled Company Reporter - Asia Reporter on
November 1, 2006, Infratil has entered into a conditional
agreement with Alliant Energy Corporation to purchase all the
shares in Alliant Energy New Zealand for cash consideration of
approximately NZ$445 million. The principal assets of AENZ are
a 23.77% shareholding in TrustPower Limited and 5.07%
shareholding in Infratil. As a result Infratil will own over
50% of TrustPower.
The sale, together with the exercise of the option held by the
Tauranga Energy Consumer Trust to acquire 4.4% of Aliant
Energy's TrustPower shares, will leave Infratil with a 50.5%
shareholding in TrustPower after the settlement of the Aliant
Energy purchase.
The sale of the TrustPower ordinary shares remains subject to
certain conditions relating to the settlement of the acquisition
of Aliant Energy, which is scheduled to occur on December 29,
2006. Settlement of the placement of the 12,350,000 TrustPower
ordinary shares is scheduled to occur on January 3, 2007.
About TrustPower
TrustPower Limited -- http://www.trustpower.co/-- owns and
operates 34 power stations and produces electricity exclusively
from renewable sources. The company's power stations produce
enough electricity for 260,000 Kiwi households.
With assets of close to NZ$1.4 Billion, TrustPower is majority
New Zealand owned and is listed on the New Zealand stock
exchange. TrustPower's head office is in Tauranga, with
regional offices in Auckland, Wellington, and Christchurch.
About Infratil
Infratil Limited -- http://www.infratil.com/-- is a specialist
investor in infrastructure and utility assets. The Company is
listed on the New Zealand Exchange and owns airports in New
Zealand and Europe as well as electricity, waste to energy and
port investments in New Zealand and Australia.
Infratil is a long-term investor and is an active, added-value
shareholder in assets or companies it invests in. Infratil is
managed by HRL Morrison & Co Limited, which both identifies and
evaluates investment opportunities on Infratil's behalf and then
manages those investments to realize their potential. Morrison
& Co operates from offices in Wellington (New Zealand), Brisbane
(Australia) and Berlin (Germany).
* * *
The Troubled Company Reporter - Asia Pacific reported on
Oct. 24, 2006, that Infratil's price for its bond with a coupon
rate of 8.5% and maturity date of November 15, 2015, traded at 8
cents on the dollar.
KNG ARCHITECTURAL: Faces Liquidation Proceedings
------------------------------------------------
A liquidation petition filed against KNG Architectural Design
Studio Ltd will be heard before the High Court of Auckland on
Nov. 23, 2006, at 10:45 a.m.
The Commissioner of Inland Revenue filed the petition with the
Court on Aug. 30, 2006.
The Solicitor for the Petitioner can be reached at:
Simon John Eisdell Moore
Crown Solicitor
Meredith Connell
Level Seventeen, Forsyth Barr Tower
55-65 Shortland Street
(P.O. Box 2213 or D.X. C.P. 24-063)
Auckland
New Zealand
MANAWATU PLASTIC: Proofs of Claim Due on November 24
----------------------------------------------------
On Oct. 30, 2006, David Stuart Vance and Barry Phillip Jordan
were appointed as joint and several liquidators of Manawatu
Plastic Repairers (2002) Ltd.
The liquidators require the company's creditors to prove their
claims by Nov. 24, 2006, for them to share in the distribution.
The Joint and Several Liquidators can be reached at:
David Stuart Vance
Barry Phillip Jordan
PB McCallum Petterson
Level Eight, The Todd Building
95 Customhouse Quay
(P.O. Box 3156), Wellington
New Zealand
Telephone:(04) 499 7796
Facsimile:(04) 499 7784
MANOWAR OYSTERS: Court to Hear Liquidation Petition on Nov. 20
--------------------------------------------------------------
An application to liquidate Manowar Oysters Ltd will be heard
before the High Court of Whangarei on Nov. 20, 2006, at
10:45 a.m.
Nolas Wine & Spirits Ltd filed the petition with the Court on
Aug. 8, 2006.
The Solicitor for the Petitioner can be reached at:
Malcolm David Whitlock
Whitlock & Co.
Level Two, Baycorp House
15 Hopetoun Street, Auckland
New Zealand
ORPWOOD CONTRACTING: Liquidation Hearing Fixed on Nov. 23
---------------------------------------------------------
A petition to liquidate Orpwood Contracting Ltd will be heard
before the High Court of Nelson on Nov. 23, 2006, at 10:00 a.m.
Transport Wholesale Ltd filed the petition on Sept. 15, 2006.
The Solicitor for the Petitioner can be reached at:
Malcolm David Whitlock
Whitlock & Co.
Level Two, Baycorp House
15 Hopetoun Street, Auckland
New Zealand
OWWC LTD: Shareholders Name Douglas Kim Fisher as Liquidator
------------------------------------------------------------
Shareholders of OWWC Ltd appointed Douglas Kim Fisher as
liquidator on Nov. 3, 2006.
Accordingly, Liquidator Fisher requires creditors to submit
their proofs of claim by Nov. 24, 2006. Failure to prove debt
will exclude a creditor from sharing in any distribution the
company will make.
The Liquidator can be reached at:
Douglas Kim Fisher
Private Bag MBE M215
Auckland
New Zealand
Telephone:(09) 630 0491
Facsimile:(09) 638 6283
R F AND C A: Court to Hear CIR's Liquidation Petition
-----------------------------------------------------
On Aug. 29, 2006, the Commissioner of Inland Revenue filed a
liquidation petition against R F and C A Keegan Sheetmetals Ltd
before the High Court of Auckland.
The petition will be heard on Nov. 30, 2006, at 10:45 a.m.
The Solicitor for the Petitioner can be reached at:
Geraldine Ann Ryan
Auckland South Service Centre
17 Putney Way (P.O. Box 76-198)
Manukau, Auckland
New Zealand
Telephone:(09) 984 2002)
SOLWAY HOMES: Court Sets Liquidation Hearing on December 14
-----------------------------------------------------------
Glaister Ennor filed with the High Court of Auckland a
liquidation petition against Solway Homes Ltd on Oct. 3, 2006.
The petition will be heard before the Court on Dec. 14, 2006, at
10:45 a.m.
The Solicitor for the Petitioner can be reached at:
Weston Heys
First Floor, Norfolk House
18 High Street
(P.O. Box 63 or D.X. C.X. 10-236)
Auckland
New Zealand
THE LINE KING: Creditors Must Prove Debts by November 27
--------------------------------------------------------
The Line King Ltd requires its creditors to file their proofs of
debt by Nov. 27, 2006.
David Stuart Vance and Barry Phillip Jordan were appointed as
the company's joint and several liquidators on Oct. 30, 2006.
The Joint and Several Liquidators can be reached at:
David Stuart Vance
Barry Phillip Jordan
PB McCallum Petterson
Level Eight, The Todd Building
95 Customhouse Quay
(P.O. Box 3156), Wellington
New Zealand
Telephone:(04) 499 7796
Facsimile:(04) 499 7784
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: Clarifies Generation Charge Adjustment
-------------------------------------------------------
On November 17, 2006, Manila Electric Company emphasized that
the generation charge adjustment is not a Meralco rate increase
and that the collection of the generation charge is a revenue
neutral to the company.
With the Supreme Court's decision on Meralco's second GRAM, the
company has to file and application for approval of any rate
adjustment, including the generation charge. The first that was
filed was for the September 2006 generation and system loss
charges based on cost of supply in August 2006. It can only be
billed to consumers on the approval of the Energy Regulatory
Commission.
"This merely reflects the adjustment in the cost of generation
for the supply month of August supposed to be billed to
customers in September under the then automatic adjustment
mechanism approved by the ERC. Combining recovery for
generation charge (28.06 centavos per kilowatt-hour) and system
loss charge (4.12 centavos per kWh), the total adjustment for
residential users amounts to about 32.18 centavos per kWh,"
Meralco Vice President for Corporate Communication, Elpi Cuna,
Jr., explained.
The adjusted levels for generation and system loss charges for
September 2006 are only being implemented in Meralco's November
billing to its customers. "Since we already paid our suppliers
for the power supplied in August, we can in effect state that
the recovery for this is in fact delayed," Mr. Cuna added.
Mr. Cuna also said that the PHP1.30 to PHP1.40 per kWh increase
in generation charge reportedly scheduled for next year and
which came out in news reports on November 16, is highly
speculative. In reply to news reports saying that there will be
an increase in electricity rates next year, Meralco clarified
that it cannot impose any rate adjustment without securing ERC's
approval. Any application for generation charge adjustment is
based on actual billings of suppliers. "Thus, bandying these
figures is very speculative at this point," Mr. Cuna asserted.
Meralco sources its power from its IPPs and the Wholesale
Electricity Spot Market. The adjustment in the generation and
system loss charge is mainly a result of increased price in the
WESM during the second month of its commercial operation. The
price of power from the IPPs was stable in July and August and
in fact dipped slight in September, Meralco said.
Mr. Cuna explained that Meralco's clarification is aimed to
dispel and debunk the notion that the company earns from the
generation charge adjustments, whereas it in fact does nto gain
a single centavo from increases in the generation charge.
Since Meralco was unable to collect the adjustments in
September, ERC's provisional approval in Meralco's
generation/system loss charge application stated that the
company can collect the differential amount pertaining to
Meralco's September billing. This will be reflected starting
with the December bills of Meralco customers, the company noted.
About Manila Electric
Headquartered in Ortigas, Pasig City, the Manila Electric
Company -- http://www.meralco.com.ph/-- is the largest utility
in the Philippines, providing power to 4.1 million customers in
metropolitan Manila and more than 100 surrounding communities.
As deregulation takes effect, Meralco is reducing its dependence
on state-owned National Power Corp. by increasing the amount of
power it purchases from independent power producers. Meralco is
also preparing for competition by moving into non-regulated
activities, including energy consulting, independent power
production, engineering, fiber optics, e-commerce, and real
estate.
* * *
A March 31, 2006 report by the Troubled Company Reporter - Asia
Pacific stated that the Company posted a 79.7% decrease in its
2005 net losses to PHP411 million from PHP2.03 billion in 2004,
due to provisions for probable losses while awaiting a Supreme
Court final decision on a pending unbundling rate case, and the
adoption of new accounting standards.
In a TCR-AP report on April 24, 2006, it was noted that Manila
Electric cannot seek a loan to expand its facilities unless it
repays outstanding short-term debts amounting to around PHP4.7
billion.
On November 15, 2006, the TCR-AP reported that the company
posted a net income of PHP229 million for the 3rd quarter of
2006, a 79.5% decrease compared to the net income of PHP1.12
billion for the 2nd quarter of 2006. The company however, noted
that the 3rd quarter net income was a turnaround from a net loss
of PHP479 million in the same period last year.
MANILA MINING: Lists 59,688,107,068 Common Shares
-------------------------------------------------
In a disclosure with the Philippine Stock Exchange, Manila
Mining Corporation relates that the PSE approved on August 9,
2006, the company's application to list additional
59,668,107,068 common shares with a par value of PHP0.10 per
share, to cover its 1:2 pre-emptive rights offering to all
stockholders as of the record date -- August 30, 2006 -- at an
offer price of PHP0.015 per share.
The payment terms of the pre-emptive rights offering are:
-- 50% due within the Offer Period, and
-- balance due on November 7, 2006.
Manila Mining notes that while listing will be allowed, actual
trading of the shares will only be permitted once the shares are
fully paid -- in accordance with the PSE's Revised Listing
Rules.
The company certifies that the stock rights offering was
completed on October 4, 2006, with 4,881,002,509 shares, fully
paid, which consist of:
Class "A" shares 2,872,229,392
Class "B" shares 2,008,773,117
Manila Mining states that the listing and trading of the shares
will take effect on the approval by the Securities and Exchange
Commission of Manila Mining's increase in authorized capital
stock.
About Manila Mining
Manila Mining Corporation -- http://www.manilamining.com/-- was
incorporated primarily to carry out the business of mining,
milling, concentrating, converting, smelting, treating,
preparing for market, manufacturing, buying, selling, exchanging
and otherwise producing and dealing in precious and semi-
precious metals, ores, minerals and their by-products. The
Company is an affiliate of Lepanto Consolidated Mining Company.
It started its mining operations in Placer, Surigao del Norte in
1981. Up until it suspended its mining and milling operations
in July 2001, the Company produced gold bullion through a
Carbon-In-Pulp (CIP) Plant.
* * *
After auditing Manila Mining's annual report for the year ended
December 31, 2005, Rodelio A. Acosta, of Isla Lipana & Co.,
raised substantial doubt on the Company's ability to continue as
a going concern, noting the Company's continued losses from
operations that resulted to a deficit of PHP936,543,157 and
working capital deficiency of PHP729,068,305 in 2005.
METRO PACIFIC: Requests Shares Trading Suspension on Nov. 23
------------------------------------------------------------
As reported in the Troubled Company Reporter - Asia Pacific on
October 26, 2006, pursuant to the requirements of the Tender
Offer Rules, SRC Rule 19, Metro Pacific Investments Corporation
made a tender offer for the remaining 227,515,063 common shares
of Metro Pacific Corporation.
Specifically, MPIC offered to acquire all the common shares of
the MPC minority shareholders at the exchange ratio of one MPIC
common share, plus three warrants to purchase up to three MPIC
common shares at P1.00 per share, for every four MPC common
shares, the TCR-AP explained.
In an update, MPC advises that on November 8, 2006, the
Philippine Stock Exchange approved MPIC's application for, among
others:
(a) the initial listing by way of introduction of its
1,206,978,766 common shares with a par value of PHP1.00
per share; and
(b) a listing price of PHP1.00 per share.
With MPC's conformance, the company notes that MPIC's
application was filed pursuant to and on the basis of the
Revised Listing Rules of the PSE. Thus, the listing of MPIC
will necessarily result in the withdrawal of the listing of MPC.
Accordingly, MPC asks the PSE to suspend the trading of its
shares starting 9:00 a.m., on November 23, 2005. MPC explains
that the suspension will allow the clearing of traded shares in
time for the close of the tender offer on November 28, 2006.
MPC also notes that since it will no longer be listed on the PSE
upon the listing of MPIC -- which is anticipated to be on
December 15 -- MPC requests that the suspension remain in force
for the duration.
However, MPC asks to the PSE to lift the suspension on December
8 for the sole purpose of allowing the MPC shares acquired by
MPIC in relation to the tender offer to be crossed through the
PSE.
Accordingly, the PSE assures that it will implement MPC's
trading suspension request.
About Metro Pacific
Metro Pacific Corporation -- http://www.metropacific.com/-- is
the flagship publicly listed investment and management company
of the First Pacific Group in the Philippines. The Company,
which was formerly known as Metro Drug, Inc., has since then
evolved from a pharmaceutical and consumer products distribution
company into one of the country's leading corporations.
Metro Pacific has these significant subsidiaries:
* Landco, Inc.
* Metro Tagaytay Land Co. Inc.
* Negros Navigation Co. Inc.
* Lucena Commercial Land Corporation
* First Pacific Realty Partners Corporation
* Landco Pacific Centers, Inc.
As reported in the Troubled Company Reporter - Asia Pacific on
June 28, 2006, Marydith C. Miguel, of Sycip Gorres Velayo & Co.,
raised significant doubts on MPC's ability to continue as a
going concern after auditing the Company's annual report for the
period ended December 31, 2005.
Ms. Miguel noted in the auditors' report that MPC suffered
significant losses in prior years leading to its inability to
meet its maturing obligations, on principal and interest, to
certain third-party lenders and to a related company. Although
the Company has generated a PHP194.26-million net income
attributable to equity holders for the year ended December 31,
2005, it continues to reflect a deficit of PHP27.5 billion as of
December 31, 2005, due to prior year's accumulated losses.
In response, the company continues to implement measures geared
towards generating liquidity to meet maturing obligations and
profitability, including debt rehabilitation activities and a
capital restructuring plan.
PHILIPPINE LONG DISTANCE: Approves New Long-Term Incentive Plan
---------------------------------------------------------------
The Philippine Long Distance Telephone Co. has approved a new
long-term incentive plan for its key executives and employees,
Business.Balita.Ph reports.
The report says that the LTIP ensures the continuity of
management and assists in leadership succession for the
company's three-year program to boost revenues. It also aligns
the execution of the group's new business strategies over that
period.
According to Business Balita, PLDT's strategic plan will focus
on the development of new revenue streams to drive future growth
while protecting its existing core communications business.
The paper reveals that as of end December 2006, the PLDT group
had 18,926 employees. Of those employees, PLDT accounts for
9,013, of which 4% were rank-and-file employees, Business Balita
relates.
PLDT group includes mobile units under Smart Communications,
Inc. and Pilipino Telephone Co., Business Balita notes.
About PLDT
Based in Makati City, Philippines, Philippine Long Distance
Telephone Co. -- http://www.pldt.com.ph/-- is the leading
national telecommunications service provider in the Philippines.
Through three principal business groups -- wireless, fixed line,
and information and communications technology -- the company
offers a wide range of telecommunications services to over 22
million subscribers in the Philippines across the nation's most
extensive fiber optic backbone and fixed line, cellular and
satellite networks.
* * *
Moody's Investors Service placed a Ba1 local currency corporate
family rating on PLDT. Moody's also affirmed the company's Ba2
foreign currency senior unsecured ratings, with a negative
outlook.
Standard & Poor's placed the company's long-term foreign issuer
credit rating at BB+. Standard & Poor's also affirmed its 'BB+'
foreign currency rating on the company with a stable outlook.
RIZAL COMMERCIAL BANKING: Sells NPL & ROPA to Standard Bank
-----------------------------------------------------------
On November 15, 2006, Rizal Commercial Banking Corporation sold
PHP4.6 billion of its non-performing loans and ROPA portfolio to
a special purpose vehicle controlled by Standard Merchant Bank
Asia, Ltd., an investment bank headquartered in Johannesburg,
South Africa. Standard Bank's international franchise is focused
on developing markets, particularly debt, interest rate, and
currency products.
Rizalino S. Navarro, the bank's executive vice chairman and
chief executive officer, said international and local investors
were invited to participate in the auction process to buy the
bad loans and ROPA. "This sale is a significant step in
implementing the bank's strategy to strengthen its balance sheet
through the reduction of NPLs and ROPA." RCBC expects to
significantly improve its NPL and Capital Adequacy Ratio and
loan-loss provisions with this sale.
This is the third transaction completed by RCBC under the
Special Purpose Vehicle Law since 2004, and the first for 2006.
The first two transactions involved a sale to Lehman Brothers
and ADM Maculus Fund. Since 2004, RCBC has disposed a total of
PHP7.27 billion worth of NPLs and ROPA.
Global consultancy firm Ernst & Young Transaction Advisory
Services, Inc. served as financial adviser, while local law firm
ACCRA Law Office served as the Bank's legal adviser for the
transaction.
About RCBC
Rizal Commercial Banking Corporation -- http://www.rcbc.com/--
is a universal bank principally engaged in all aspects of
banking. It provides services such as deposit products, loans
and trade finance, domestic and foreign fund transfers,
treasury, foreign exchange and trust services. In addition, the
Bank is licensed to enter into forward currency contracts to
service its customers and as a means of reducing and managing
the Bank's foreign exchange exposure.
* * *
On September 21, 2006, the Troubled Company Reporter - Asia
Pacific reported that Fitch Ratings affirmed RCBC's ratings at
Long-term Issuer Default rating 'BB-', Individual "D/E" and
Support "3" after a review of the bank. The Outlook of the
Long-term rating is Stable.
On November 6, 2006, the TCR-AP also reported that Moody's
Investors Service revised the outlook for RCBC's foreign
currency senior debt rating of Ba3, foreign currency Hybrid Tier
1 of B3, and foreign currency long-term deposit rating of B1 to
stable from negative.
The outlook for RCBC's foreign currency Not-Prime short-term
deposit rating and bank financial strength rating of E+ remains
stable, the TCR-AP said.
SAN MIGUEL CORP: Posts Steady 9-Month Growth, Sales Up 14%
----------------------------------------------------------
San Miguel Corporation posted steady September year-to-date
results. Consolidated net sales revenue in the nine months to
September rose 14% to PHP183.0 billion while consolidated
operating income grew 25% to PHP14.7 billion as cost-savings
programs across the entire organization mitigated the impact of
rising costs. Net income surged 18% to PHP6.17 billion despite
higher financing costs.
San Miguel Beer Division's nine-month operating income in its
Domestic Operations was 13% above last year at PHP6.54 billion,
with the business also benefiting from cost-efficiency programs.
Its nine-month 2006 revenue hit PHP29.1 billion, matching last
year's level following sustained efforts to increase brand
presence and beer consumption.
International beer operations reaped end-September volumes 9%
better than last year as robust exports and strong volumes were
sustained in Greater China, spiked by a 14% growth in the North
and a 9% improvement in the South. Total SMC international beer
sales revenues amounted to US$217.9 million, 5% higher than a
year ago.
Ginebra San Miguel Inc. achieved higher revenues of PHP9.28
billion in the first nine months following impressive growth in
its range of new products, particularly brandy and GSM Blue, and
a recovery in gin volumes. GSMI operating income stood at
PHP798 million.
San Miguel Food Group's consolidated sales revenue in the nine
months to September grew 5% to PHP46.1 billion, with sustained
volume growth and better prices across most of its businesses.
Operating income of the Food Group totaled PHP1.53 billion.
The combined NFL/Berri generated sales revenue of AU$1.34
billion contributing operating income of AU$103 million. These
were both 6% higher than their performance last year.
About San Miguel Corp.
Headquartered in Manila, Philippines, San Miguel Corporation --
http://www.sanmiguel.com.ph/-- through its subsidiaries,
operates food, beverage and packaging businesses. The Company's
products include beer, wine and spirits, soft drinks, mineral
water, chicken and pork products. San Miguel markets its
products both in the domestic and overseas markets. The Company
also manufactures glass, metal, plastic, paper and composites
packaging products.
A Troubled Company Reporter - Asia Pacific report on Oct. 12,
2006, stated that Moody's Investors Service affirmed its Ba1
corporate family rating.
Standard & Poor's Ratings Services gave San Miguel Corp. a 'BB'
foreign currency corporate credit rating and a 'B' rating to its
proposed five-year benchmark non-callable, non-cumulative, non-
voting, perpetual preferred shares to be issued by San Miguel
Capital Funding.
=================
S I N G A P O R E
=================
AXS-ONE: Sells Enterprise Financials' Assets to Computron
---------------------------------------------------------
AXS-One Inc. has sold the assets of its Enterprise Financials
product line to Computron Software, LLC, a subsidiary of
Parallax Capital Partners LLC, in order for AXS-One to focus on
its core RCM product line.
The purchase consideration entails US$12 million in cash plus
future potential consideration if the specified license revenue
thresholds are exceeded.
Enterprise Financials will now carry the Computron name but its
employees will still be retained by Parallax.
The report cites AXS-One's Chairman and Chief Executive Officer
Bill Lyons as saying that "The action will enable AXS-One to
have full focus on its Records Compliance Management products,
customers and partners. It is our intention to become the
leader in the RCM space and with a strengthened balance sheet,
we will be able to compete more effectively and reinforce the
confidence of our partners and prospects to insure our long-term
success in the RCM segment."
Moreover, Mr. Lyons said that the divestiture is in the best
interests of the company's shareholders, customers and
employees.
"Parallax has the capital and expertise to ensure the necessary
resources are in place to maximize the value of the Enterprise
Financials applications for customers, partners and employees,"
Mr. Lyons said.
On the other hand, James Hale, Managing Partner of Parallax
Capital Partners believes that the Enterprise Financials
products are a powerful, comprehensive, and reliable solution
that has been meeting the needs of thousands of end user
customers worldwide for over 20 years. "We will work very
closely with our customers to continue moving the solutions
forward with a commitment to protecting their investments in the
Enterprise Financials line. We also will have a great team of
experienced, talented people supporting and improving these
solutions on a daily basis," Mr. Hale added.
Accordingly, AXS-One will work closely with Computron to ensure
a seamless transition for the Enterprise Financial customers.
About Parallax Capital
Parallax Capital Partners, LLC -- http://www.parallaxcap.com/--
specializes in acquiring and operating software companies that
have proven products and established customer bases. Parallax
provides its portfolio companies with experienced management
skills as well as cost effective infrastructure support
including accounting and finance, sales and marketing, research
and development, and human resources expertise.
About AXS-ONE Inc.
AXS-One Inc. (AMEX: AXO) -- http://www.axsone.com/-- provides
high performance Records Compliance Management solutions. The
AXS-One Compliance Platform enables organizations to implement
secure, scalable and enforceable policies that address records
management for corporate governance, legal discovery and
industry regulations such as SEC17a-4, NASD 3010, Sarbanes-
Oxley, HIPAA, The Patriot Act and Gramm-Leach Bliley.
Headquartered in Rutherford, New Jersey, AXS-One has offices
worldwide including in the United States, Australia, United
Kingdom, South Africa and Singapore,.
As of June 30, 2006, the company's balance sheet showed
US$9,799,000 in total assets and US$16,887,000 in total
liabilities, resulting in a US$7,088,000 stockholders' deficit.
HIAP HENG: Pays Final Dividend to Creditors
-------------------------------------------
Hiap Heng Chng (Singapore) Pte Ltd, which was placed under
liquidation, has paid the first and final dividend to its
creditors on Nov. 7, 2006.
The company has paid 22.65 cents per dollar to the admitted
claims.
The Troubled Company Reporter - Asia Pacific reported on Oct. 7,
2004, that the company commenced a wind-up of its operations on
Sept. 24.
The liquidator can be reached at:
Seshadri Rajagopalan
c/o Ernst & Young
10 Collyer Quay #23-05
Ocean Building
Singapore 049315
HLG ENTERPRISE: Grace Star Wants to Buy All Shares
--------------------------------------------------
HLG Enterprise Limited has disclosed on Nov. 15, 2006, that
Grace Star Services Ltd., a substantial shareholder of the
company and an indirect wholly-owned subsidiary of China Yuchai
international Limited, which is, in turn, a subsidiary of Hong
Leong Asia Ltd., intends to make mandatory conditional cash
offers for:
(a) all the issued ordinary shares in the capital of HLG
Enterprise not already owned, controlled or agreed to be
acquired by Grace Star;
(b) all the issued series A and B redeemable convertible
preference shares in the capital of HLG Enterprise not
already owned, controlled or agreed to be acquired by
Grace Star; and
(c) all the issued non-redeemable convertible cumulative
preference shares in the capital of HLG Enterprise, not
already owned, controlled or agreed to be acquired by
Grace Star.
The three offers will be made at a price of SGD0.02 in cash for
each Offer Share.
The company also disclosed that an independent financial adviser
will be appointed in connection with the Offers. A circular
containing the advice of the financial adviser and the
recommendation of the company's directors will be sent to
shareholders on Nov. 29, 2006.
The company also advised its shareholders to exercise caution
and refrain from taking any action to their Shares, until their
advisers have considered the information and the recommendations
of the Independent Directors and the advice of the financial
advisers, which will be set out in the Offeree Circular to be
issued in due course.
About HLG Enterprise Limited
HLG Enterprise Limited -- formerly known as LKN-Primefield
Company Pte Ltd -- is a Singapore-based company involved in
investment holding and investing in property for rental.
Through a number of subsidiaries, the company is engaged in
building and civil engineering construction; the construction of
crude oil tanks and piping systems; commercial and home repair
works and the provision of related maintenance services;
property development, investment and management; property
rental; the operation of hotels and restaurants, and the
provision of hotel management and consultancy. LKN- Primefield
is also involved in the manufacture, retail sale, distribution,
import and export of computer hardware (including computer
peripherals) and software, and the development of multimedia
transactional payphone kiosks. In addition, it is an ESDN
electronic service delivery network provider that owns and
operates a large network of public broadband transactional
terminals. The company's operations are mainly concentrated in
Singapore, China and Indonesia.
On November 29, 2004, HLG Enterprise and certain of its
subsidiaries entered into a debt restructuring plan with the
company's bondholders. HSBC Trustee (Singapore) Ltd. acted as
the trustee for the bondholders; KPMG Business Advisory Pte.
Ltd. acted as New Restructuring Agent/Independent Special
Consultant/Paying Agent.
The company's Sept. 30, 2006, consolidated balance sheet showed
total assets of US$177.62 million and total liabilities of
US$189.1 million, resulting in a shareholders' equity deficit of
US$11.5 million.
As of Oct. 12, 2006, the company has shareholders' deficit of
US$12.72 million, on total assets of US$150.70 million as
reported by the Troubled Company Reporter - Asia Pacific on
Oct. 13.
HOE SENG: Court Hears Wind-Up Petition
--------------------------------------
A wind-up petition has been filed against Hoe Seng Huat
Investments Pte Ltd on Oct. 4, 2006, by Tan Siew Chang and Tan
Kok Seng (suing as the administrator and co-administrator of the
Estate of Lim Yeow Khoon, deceased).
The wind-up petition has been heard before the High Court of
Singapore on Oct. 27, 2006.
The Petitioners' solicitor can be reached at:
Yeo Wee Kiong Law Corporation
No. 1 Raffles Place
#39-02 OUB Centre
Singapore 048616
KAWAI ASIA: Creditors Must Submit Proofs of Debt by Dec. 10
-----------------------------------------------------------
Kawai Asia Pte Ltd, which was placed under members' voluntary
liquidation, requires its creditors to file their proofs of debt
by Dec. 10, 2006.
Failure to comply with the requirement will exclude a creditor
from sharing in the company's distribution of dividend.
The company's liquidator can be reached at:
Lau Chin Huat
c/o 6 Shenton Way #32-00
DBS Building Tower Two
Singapore 068809
LINDETEVES-JACOBERG: Posts Shareholders' Change of Interests
------------------------------------------------------------
On Nov. 16, 2006, Lindeteves-Jacoberg Limited posted a series of
changes to its shareholders' holdings in the company.
A-TEC Industries AG, Mirko Kovats and M.U.S.T. Trust --
substantial shareholders of Lindeteves-Jacoberg -- presently
hold an aggregate of 468,290,380 deemed shares with 66.1% issued
share capital. Previously, A-TEC Industries, Mirko Kovats and
M.U.S.T. Trust held 303,136,880 deemed shares with 61.1% issued
share capital.
The increase of deemed shares for the three substantial
shareholders was due to the Rights Issue.
Another substantial shareholders -- RPR Trust and Pecik Ronny --
do not hold any deemed shares at the moment due to their
disposition of interests to the M.U.S.T. Trust. Previously, RPR
Trust and Mr. Ronny held 303,136,880 deemed shares with 61.1%
issued share capital.
About Lindeteves-Jacoberg
Lindeteves-Jacoberg Limited - http://www.linjacob.com/-- was
incorporated in Singapore on December 11, 1947 as part of a
Dutch international trading group. Its principal activities
consist of investment holding, provision of warehousing and
rental services and acting as specialist mechanical and
electrical contractor for environmental engineering projects.
The company is currently working out further debt restructuring
plans for its liabilities, in addition to an earlier approved
Scheme of Arrangement with its creditors.
The TCR-AP reported on Nov. 10, 2006, that the company has total
assets of US$225.52 million and US$53.23 million equity deficit
as of Nov. 9.
PACIFIC CENTURY: SGX-ST Requires Kai and Assoc. Not to Vote
-----------------------------------------------------------
The Singapore Stock Exchange Limited requires Richard Li Tzar
Kai and his associates -- PCG Cayman and Anglang -- to abstain
from voting in the proposed sale shares of PCCW Limited, an
associate company of Pacific Century Regional Developments
Limited, to Fiorlatte Limited.
The SGX-ST informed the company that Relevant Parties should not
be involved in the proposed sale, thus Mr. Li Tzar must abstain
from voting, since he is one of the shareholders of Pacific
Century.
Pacific Century intends to sell to Fiorlatte Limited --
1,526,773,301 ordinary shares of HK$0.25 each in the share
capital of PCCW representing approximately 22.65% of the issued
share capital of PCCW.
In this reqard, the SGX-ST also requires the company to appoint
an independent financial adviser to advise on whether the Sale
is on normal commercial terms and is prejudicial to the
interests of the company and its minority shareholders.
Thus, on Nov. 6, 2006, Pacific Century has appointed Genesis
Capital Pte. Ltd. as the independent financial adviser to advise
the independent directors of the company in relation to the
Sale.
A circular will be sent in due course to the company's
shareholders containing the recommendation of the company's
independent directors and the advice of Genesis Capital
regarding the Sale.
In the meantime, shareholders are advised to exercise caution in
their dealings in the company's shares and to refrain from
taking any action in relation to their shares, which may be
prejudicial to their interests.
About Pacific Century
Pacific Century Regional Developments Limited is a Singapore
based company with operations in Hong Kong, China, Vietnam and
India. The group's principal activities include the provision of
international, local and mobile telecommunications services.
Other activities include sale and rental of telecommunication
equipment, provision of life insurance services, investment in
and development of infrastructure and properties, investment in
and development of technology-related businesses, Internet and
interactive multimedia services, provision of computer,
engineering and other technical services, and hotel operations.
* * *
The Troubled Company Reporter - Asia Pacific reported that the
company has remained insolvent for the two consecutive years
from April 2005 up to the present.
According to a TCR-AP report on Nov. 17, 2006, the company has a
US$107.11 million shareholder's deficit on total assets of
US$1381.26 million.
PACIFIC CENTURY: Inks Agreement with Fiorlatte to Sell Shares
-------------------------------------------------------------
Pacific Century Regional Developments Ltd has inked an agreement
with Francis P.T. Leung, through his wholly owned company,
Fiorlatte Limited, in which Pacific Century will sell its entire
stake in PCCW Limited -- approximately 22.65% of the existing
issued share capital of PCCW. The purchase price was HK$6.00
per share on July 9, 2006.
In this regard, Mr. Leung disclosed that Fiorlatte has, on
Nov. 12, 2006, reached binding Agreements with Telefonica
Internacional S.A.U. and separately with each of Li Ka Shing
Foundation Limited and Li Ka Shing (Canada) Foundation that will
entail:
-- Telefonica to acquire and hold PCCW shares representing 8%
of PCCW's issued share capital;
-- HK Foundation to acquire and hold PCCW shares
representing 10% of PCCW's issued share capital; and
-- Canadian Foundation to acquire and hold PCCW shares
representing 2% of PCCW's issued share capital.
Mr. Leung will acquire and continue to hold the remaining 2.65%
interest of PCCW shares. Moreover, Mr. Leung expects to finance
this acquisition through a combination of his own resources,
bank financing and a loan from Mr. Li Ka Shing.
Mr. Leung currently holds approximately 0.7% of PCCW's issued
share capital, directly and through wholly owned companies,
including Fiorlatte. Upon completion of the Fiorlatte-PCRD
Agreement and the Transactions, he will hold an aggregate
interest of 3.35% in PCCW's issued share capital.
The PCCW shares are being acquired at HK$6.00 per share. In the
case of the transaction with Telef˘nica, however, the price per
share is subject to a downward adjustment of HK$0.60 depending
on the performance of PCCW's share price for a certain period
within 10 months after payment has been made by Telef˘nica.
The completion of the Transactions between Fiorlatte and each of
Telef˘nica, HK Foundation and Canadian Foundation is
conditional, including the approval of Pacific Century's
shareholders for the transaction with Fiorlatte, the lapse or
withdrawal of a scheme of arrangement currently proposed by
Pacific Century to its shareholders, and the obtaining of all
necessary regulatory consents or waivers, including from the
Broadcasting Authority of Hong Kong.
Accordingly, the Takeovers Executive of the Securities and
Futures Commission of Hong Kong has ruled that there may be or
there is no sufficient evidence that Mr. Leung, Mr. Li Ka Shing,
HK Foundation and Canadian Foundation, Telef˘nica and China
Network Communications Group Corporation are acting in concert
in respect of the Codes on Takeovers and Mergers and Share
Repurchases of PCCW.
Moreover, there is not sufficient evidence that the Transactions
give rise to any one or more of Mr. Leung, Mr. Li Ka Shing, HK
Foundation, Canadian Foundation, Telef˘nica and CNC having to
make a mandatory offer for any part or all of the issued share
capital of PCCW.
In reaching this view the Executive has carefully considered the
representations made to the Executive and in particular:
-- the various confirmations that there is no agreement or
understanding between Mr. Leung and Fiorlatte; Mr. Li Ka
Shing and any member of the CNC Group or any member of the
Telef˘nica group in connection with the acquisition in
holding or voting of PCCW Shares in relation to the
representation of CNC or Telef˘nica on the board of PCCW;
and
-- CNC's indication that it will issue an announcement that:
(i) it is not acting in concert with any person -- apart
from Telef˘nica -- in respect of its shareholding in
PCCW;
(ii) CNC has not entered into any agreement or arrangement
with Mr. Leung, HK Foundation, Canada Foundation
and their representatives, Mr .Li Ka Shing -- or any
company controlled by him -- whether personally or
through his agents or representatives and Mr. Richard
Li -- apart from the previously disclosed shareholders
agreements dated Jan. 19, 2005, which do not render
them parties acting in concert; and
(iii) CNC and persons acting in concert with it do not have
control over PCCW, and that CNC does not intend to
control the board of PCCW and will not seek to do so in
future unless CNC gains control of PCCW in accordance
with the Code.
The Transactions will terminate automatically if the Fiorlatte-
Pacific Century Agreement terminates because its conditions are
not satisfied by the long-stop date under the Fiorlatte- Pacific
Century Agreement, which is on Nov. 30, 2006, or other later
date and time as may be agreed in writing between Pacific
Century and Fiorlatte.
The long-stop date for the closing of the Transactions will be
on Jan. 5, 2007. As provided in the Fiorlatte-Pacific Century
Agreement, Fiorlatte has the right to accelerate completion of
the acquisition of the PCCW shares under that agreement to a
date that on Dec. 20, 2006.
For further information, please contact:
Occasions Corporate & Financial Communications Limited
Karen Lee
Telephone: (852) 2185 7010/ 9272 9341
e-mail: karen.lee@occasions.com.hk or
Peony Sze
Telephone: (852) 2185 7009/ 9809 6285
e-mail: peony.sze@occasions.com.hk or
Cindy Hui
Telephone: (852) 2185 7025/ 9045 4950
e-mail: cindy.hui@occasions.com.hk
About Pacific Century
Pacific Century Regional Developments Limited is a Singapore
based company with operations in Hong Kong, China, Vietnam and
India. The group's principal activities include the provision of
international, local and mobile telecommunications services.
Other activities include sale and rental of telecommunication
equipment, provision of life insurance services, investment in
and development of infrastructure and properties, investment in
and development of technology-related businesses, Internet and
interactive multimedia services, provision of computer,
engineering and other technical services, and hotel operations.
* * *
The Troubled Company Reporter - Asia Pacific, reported that the
company has remained insolvent for the two consecutive years
from April 2005 up to the present.
According to a TCR-AP report on Nov. 17, 2006, the company has a
US$107.11 million shareholder's deficit on total assets of
US$1381.26 million.
READERS DIGEST: Inks US$2.4-Billion Merger Pact with Ripplewood
---------------------------------------------------------------
The Reader's Digest Association Inc. has entered into a
definitive merger agreement under which an investor group led by
Ripplewood Holdings LLC will acquire all of the outstanding
common shares of RDA for US$17.00 per share in a transaction
valued at US$2.4 billion, including assumption of debt.
The Board of Directors of RDA has approved the merger agreement
and recommended to the holders of RDA common stock that they
adopt the merger agreement.
Under the terms of the agreement, RDA's common shareholders will
receive US$17.00 in cash for each share of RDA common stock they
hold. This represents a premium of approximately 25% over RDA's
volume-weighted average price over the past 60 trading days.
The transaction is expected to close during the first quarter of
calendar year 2007, and is subject to the funding of the
investor group's committed financing and the approval of the
holders of a majority of the outstanding shares of RDA common
stock, as well as other customary closing conditions, including
antitrust clearance.
Goldman, Sachs & Co. and Michael R. Lynch served as financial
advisors, and Jones Day and Richards Layton & Finger P.A. served
as legal advisors, to RDA in connection with its review of
strategic alternatives and with this transaction.
Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc.,
Citigroup and Merrill Lynch served as financial advisors, and
Cravath, Swaine & Moore LLP served as legal advisor, to the
investor group.
About Ripplewood Holdings LLC
Based in New York, Ripplewood Holdings LLC is a private equity
firm established in 1995 by Timothy C. Collins. Through five
institutional private equity funds managed by Ripplewood, the
firm has invested over US$3 billion in transactions in the U.S.,
Asia, Europe, and the Middle East.
About Reader's Digest
Headquartered in Pleasantville, New York, The Reader's Digest
Association, Inc, -- http://www.rda.com-- is a global publisher
and direct marketer of products including magazines, books,
recorded music collections and home videos. Products include
Readers Digest magazine, which is published in 50 editions and
21 languages. Annual revenues approximate US$2.4 billion.
Reader's Digest has offices in Singapore, Korea, Malaysia,
Philippines, Thailand and India.
* * *
The Troubled Company Reporter - Asia Pacific reported on
Sept. 8, 2006, that Moody's Investors Service placed The
Reader's Digest Association, Inc.'s Ba1 Corporate Family Rating
and Ba2 senior unsecured note rating on review for possible
downgrade. The review is prompted by increasing debt to fund
acquisitions and return of capital to shareholders,
deterioration in cash generation, and Moody's concern regarding
the company's weakened liquidity position.
Standard & Poor's Ratings Services placed in August 2006 its
ratings, including the 'BB' corporate credit and 'BB-' senior
unsecured debt ratings, on Reader's Digest Association Inc. on
CreditWatch with negative implications.
READERS DIGEST: Posts US$26.7-Mil. Net Loss in September Quarter
----------------------------------------------------------------
The Reader's Digest Association Inc. reported significantly
improved free cash flow despite lower operating results for the
quarter, consistent with the company's expectations and in line
with guidance for the full fiscal year.
First quarter results reflect seasonal investment as the company
ramps up for the heavy fall and winter selling season. These
are company-wide results for the Fiscal 2007 first quarter,
versus the same quarter in Fiscal 2006:
* Revenues were US$517 million, up slightly versus last year.
Adjusting for foreign-currency fluctuations, consolidated
revenues were down 2%.
* Reported operating losses were US$30 million versus a loss
of US$7 million last year. Last year's results included a
US$3 million gain on the sale of certain non-strategic
assets previously recorded in other income/expense, net.
* Reported net losses for the 2007 first fiscal quarter ended
Sept. 30, 2006, were US$26.7 million compared with
US$8.2 million net loss in the comparable quarter of 2006.
At Sept. 30, 2006, Reader's Digest's balance sheet showed
US$2.249 billion in total assets, US$2.111 billion in total
liabilities, and US$138 million in total stockholders' equity.
At June 30, 2006, the company had US$175 million in total
equity.
The company's September 30 balance sheet showed strained
liquidity with US$824.1 million in total current assets
available to pay US$899 million in total current liabilities.
Free cash flow was a use of US$62 million, an improvement of
US$37 million over last year's first quarter usage of
US$99 million. The positive variance was driven by a
significant improvement in working capital. The company
historically uses cash in the first quarter in preparation for
the fall and winter selling seasons.
"Operating results were down in the quarter versus last year,
although slightly better than our internal expectations. As we
guided in the fourth quarter of Fiscal 2006, much of the decline
reflects a planned shift in timing and mix of customer-
acquisition- related marketing activities and increased
investment spending on new initiatives including Every Day with
Rachael Ray, Daheim in Deutschland and Taste of Home
Entertaining. These new initiatives collectively will
contribute substantial revenues in Fiscal 2007," president and
chief executive officer Eric Schrier said.
"Free cash flow is off to a very strong start, and consistent
with our earlier guidance we continue to expect much stronger
free cash flow in Fiscal 2007 versus last year."
First Quarter Variance Explanation
* Revenues:
Consolidated revenues were up slightly to US$517 million,
down 2% currency-neutral. RD North America (RDNA)
increased 1% to US$229 million, or flat currency-neutral.
RD International (RDI) was up 3% to US$241 million, down 1%
currency-neutral. Consumer Business Services revenues
declined 11% to US$53 million, mainly attributable to lower
sales at Books Are Fun (BAF).
* Losses:
Operating losses were US$30 million, versus operating
losses of US$7 million in last year's quarter. RDNA
profits of US$9 million were down US$7 million versus last
year. RDI reported a loss of US$9 million, down from a
profit of US$1 million last year.
* Other Income:
Other Income/Expense, net was US$14 million versus US$9
million last year. The unfavorable variance reflects
higher interest expense this year versus last.
Outlook
In Fiscal 2007, the company continues to expect to grow both
revenues and profits for each of the next three quarters as well
as the full year, in line with its expectations announced in
August, principally driven by:
* Further strengthening RDNA, RDI, and QSP.
* Returning BAF to profitability through the division's
five-part plan that includes new management, cost
reduction, strengthening the sales force, focusing on the
core book and gift businesses, and improving the business
model. The goals of the plan are to maintain and expand
BAF's leading position in the display marketing business,
improve operating profit margins, and position the business
for long-term revenue growth.
* Accelerating growth from new launches including businesses
in new international markets, the magazine Every Day with
Rachael Ray, and Taste of Home Entertaining.
* Expanding RDA's Internet/digital presence by integrating
RDA's existing food and Web activities with Allrecipes.com,
the recently acquired leading home cooks Web site.
For full-year Fiscal 2007, RDA expects:
* Total company revenues to grow mid-single digits.
* Total company operating profits to grow in low double
digits, reflecting high single-digit profit growth at RDNA
and RDI, and significantly improved profits at CBS in
comparison with Fiscal 2006 Adjusted Operating Profits.
These gains will be partly offset by higher Corporate
expenses related to an expected increase in legal fees as
several BAF legal actions move to trial, as well as the
absence of favorable non-recurring items in 2006 including
the reversal of a legal accrual and reduced management
compensation.
* EPS to improve to a range of US$0.88 to US$0.98 per share.
* Free cash flow in the US$120 million to US$140 million
range.
Reader's Digest North America
In the first quarter, revenues for RDNA were US$229 million, up
1% over last year. Excluding the effects of foreign currency
translation, revenues were flat to last year. Operating profits
were US$9 million versus US$16 million in the year-ago quarter.
Revenues reflect incremental sales from new launches Every Day
with Rachael Ray magazine and Taste of Home Entertaining, the
acquisition of Allrecipes.com, and the launch of the new Taste
of Home Cookbook. These gains were offset by lower advertising
and newsstands sales at U.S. Reader's Digest magazine and the
timing of Reiman magazines and book annuals.
The decline in operating profits principally reflects the
revenue drivers mentioned above as well as a planned shift in
timing of certain promotional mailings, and increased investment
in new launches Every Day with Rachael Ray and Taste of Home
Entertaining.
Reader's Digest International
In the first quarter, RDI revenues were US$241 million, up 3%
over last year. Excluding the effects of foreign currency
translation, revenues were down 1%. RDI reported an operating
loss in the quarter of US$9 million, versus a profit of US$1
million last year. Revenues were driven by higher sales in
Germany, Russia, Australia, Brazil, and Czech Republic.
In certain markets, including Germany, results were bolstered by
sales of the blockbuster title launched in the United States
last year, Extraordinary Uses for Ordinary Things. The newer
markets launched in recent years also contributed revenue
growth. These gains were offset by sales declines in France,
United Kingdom, Portugal, and Poland, principally reflecting
weaker- than-expected mailings.
Operating losses principally reflect a shift in timing and mix
of new customer-acquisition mailings, investments in new
initiatives, and some softness in Portugal and certain markets
in Eastern Europe.
Investments include additional testing in potential new markets,
new magazine launches in Germany, Finland, Mexico, and
Australia, and continued development of the company's English-
language learning business in several markets.
Consumer Business Services
CBS reported revenues of US$53 million, down 11% from last year,
and operating losses of US$19 million, versus a loss of US$18
million last year. The first quarter is typically the smallest
for CBS as its two businesses invest in preparation for the fall
and winter selling season. Revenues declined at both BAF, and
to a far lesser extent, QSP, while operating losses at QSP
improved versus last year.
At BAF, revenue declines were driven by lower corporate events
reflecting the impact of fewer corporate sales reps versus last
year, while averages for both schools and corporate events were
stronger than expected. Operating losses reflect the revenue
shortfall and planned increased investment spending for the head
office relocation and investment in the sales force. BAF is
beginning to make progress relative to its cost reduction
program developed last year, sales force retention and
recruiting efforts are improving, and the new Chicago office is
now fully operational.
At QSP, results were driven by higher magazine subscription
sales, offset by lower gift sales and the timing of food sales.
QSP continues to benefit from an improving business position and
lower costs.
Corporate Unallocated
Corporate unallocated expenses were US$10 million in the
quarter, versus US$9 million in the year-ago quarter. Corporate
unallocated expenses include the cost of governance and other
centrally managed expenses, as well as the accounting for U.S.
pension plans, post-retirement healthcare costs, and stock and
executive compensation programs.
Full-text copies of the Company's first quarter financials are
available for free at http://ResearchArchives.com/t/s?153e
About Reader's Digest
Headquartered in Pleasantville, New York, The Reader's Digest
Association, Inc, -- http://www.rda.com-- is a global publisher
and direct marketer of products including magazines, books,
recorded music collections and home videos. Products include
Readers Digest magazine, which is published in 50 editions and
21 languages. Annual revenues approximate US$2.4 billion.
Reader's Digest has offices in Singapore, Korea, Malaysia,
Philippines, Thailand and India.
* * *
The Troubled Company Reporter - Asia Pacific reported on
Sept. 8, 2006, that Moody's Investors Service placed The
Reader's Digest Association, Inc.'s Ba1 Corporate Family Rating
and Ba2 senior unsecured note rating on review for possible
downgrade. The review is prompted by increasing debt to fund
acquisitions and return of capital to shareholders,
deterioration in cash generation, and Moody's concern regarding
the company's weakened liquidity position.
Standard & Poor's Ratings Services placed in August 2006 its
ratings, including the 'BB' corporate credit and 'BB-' senior
unsecured debt ratings, on Reader's Digest Association Inc. on
CreditWatch with negative implications.
SEALOT1 PTE: Creditors Must Prove Debts by Nov. 27
--------------------------------------------------
Lau Chin Huat, as liquidator for Sealot1 Pte Ltd -- which was
placed under members' voluntary liquidation -- requires the
company's creditors to submit their proofs of debt by Nov. 27,
2006, to be included in the company's distribution of dividend.
The Liquidator can be reached at:
Lau Chin Huat
c/o 6 Shenton Way #32-00
DBS Building Tower Two
Singapore 068809
UNI-FRUITVEG: Wind-Up Petition to be Heard on Nov. 24
-----------------------------------------------------
Singapore Food Industries Limited has filed a petition to wind
up Uni-Fruitveg Pte Ltd on Nov. 2, 2006.
Accordingly, the wind-up petition will be heard before the High
Court of Singapore on Nov. 24, 2006, at 10:00 a.m.
The Petitioner's solicitor can be reached at:
Mr. Lee Chin Seon
CS Lee, 111 North Bridge Road
#08-12 Peninsula Plaza
Singapore 179098
===============
T H A I L A N D
===============
BANGKOK RUBBER: Sophon Raises Going Concern Doubt
-------------------------------------------------
Sophon Permsirivallop of Ernst & Young Office Ltd raised
substantial doubt on Bangkok Rubber Pcl's ability to continue as
going concern after reviewing the company's financial report for
the third quarter period ended September 30, 2006.
Mr. Sophon specifically pointed at Bangkok Rubber's THB2.337-
million capital deficit and allowance to doubtful debts totaling
THB2.521 million.
"At present the company is in default of debt payment under the
rehabilitation plan and is currently revising the plan as the
company's operations were not in line with its projections," Mr.
Sophon added.
Bangkok Rubber posted THB18.898 million net profit from THB1.408
billion revenues in the quarter ended September 30, 2006, as
compared with net profit of THB9.813 million from THB1.340
billion revenues in the same quarter last year.
The company's consolidated balance sheet as of September 30,
2006, showed constrained liquidity with THB1.434 billion in
current assets available to pay THB3.271 in current liabilities.
Moreover, Bangkok Rubber's balance sheet as of the reviewed
quarter reflected insolvency with THB2.847 billion in assets and
THB5.184 billion in total liabilities, thus a capital deficit of
THB2.337 billion.
A full text copy of the company's financial report for the
quarter ended September 30, 2006, can be viewed for free at:
http://bankrupt.com/misc/BRCE2-3q-2006.xls
* * *
Headquartered in Bangkok, Thailand, Bangkok Rubber Public
Company Limited -- http://www.pan-group.com/-- manufactures
shoes and footwear under Pan, Kodomo, Diadora, and Heel Care
brand names.
On November 21, 2002, the Central Bankruptcy Court approved the
Company's rehabilitation plan. The Company is in the process of
implementing this plan. The significant debt restructuring
measures under the rehabilitation plan provide that creditors
would waive their rights to claim for outstanding interest
accrued up to the date on which the court ordered
rehabilitation. This does not include the debt to be repaid to
creditors supporting revolving credit and financial creditors,
which will receive repayment of debt as per the existing
contract and agreement.
Furthermore, the Company notified the creditors of the
postponement of debt payment under the rehabilitation plan
because the Company's operation results were not in line with
projection. At present, the Company is held to be in default of
debt payment under the rehabilitation plan and is currently
revising the plan for submission to the official receiver.
As reported by the Troubled Company Reporter - Asia Pacific,
Bangkok Rubber Public Company Ltd's consolidated income
statement for the second quarter ended June 30, 2006, showed a
net profit of THB5.27 million compared to an THB.856-million net
loss in the same period of 2005.
Currently, the Company is listed under the "Non-Performing
Group" sector of the Stock Exchange of Thailand.
CENTRAL PAPER: Incurs THB47.31-Mil. Net Loss in 3rd Qtr. 2006
-------------------------------------------------------------
Central Paper Industry Pcl submitted its financial report for
the quarter ended September 30, 2006, before the Stock Exchange
of Thailand.
The company posted a net loss of THB47.31 million from THB39.125
million revenues in the third quarter ended September 30, 2006,
compared with THB1.002 million net profit from THB196.937
million revenues in the same period last year.
Central Paper's consolidated balance sheet as of September 30,
2006, reflected strained liquidity with THB64.864 million in
current assets available to pay THB3.031 billion in current
liabilities coming due within the next 12 months.
In addition, the company and its subsidiaries are facing
solvency problem with THB493.558 million in assets and THB7.190
billion in total liabilities. Shareholders' deficit in the
company reached THB6.697 billion.
Apichart Sayasit of M. R. & Associates Co Ltd raised a
substantial doubt on the company's continued operation as going
concern. Mr. Apichart specifically pointed at the company's
ongoing negotiation with its major creditor, the Thai Assets
Management, regarding the amendments on Central Paper's
rehabilitation plan.
"The outcome of the said negotiation cannot be presently
determined and thus give rise to the uncertainty of the
company's ability to continue as going concern," Mr. Apichart
said.
A full text copy of the company's financial report for the third
quarter ended September 30, 2006, can be viewed for free at:
http://bankrupt.com/misc/CPICOE2-cf-3q-2006.xls
http://bankrupt.com/misc/CPICOE2-fs-3q-2006.xls
* * *
Established in 1973, Central Paper Industry Public Company
Limited -- http://www.centralpaper.thailand.com/-- produces and
distributes uncoated printing paper including fine printing
paper used in high quality printing tasks, newsprint paper used
in newspaper printing, and kraft paper used for making paper
bags.
On March 16, 2004, the Company filed a petition for
rehabilitation with Thailand's Central Bankruptcy Court.
Subsequently, on February 1, 2005, the Bankruptcy Court approved
the Company's Business Reorganization Plan.
Meanwhile, on July 10, 2006, the Troubled Company Reporter -
Asia Pacific reported that Central Paper temporarily cease its
production after PTT Public Company Ltd stopped supplying
natural gas to the Company. Central Paper said that it had
delayed making payments of its natural gas expense prompting PTT
to stop the supply.
The Company's plan administrator, Kriangkrai Suttiwerawat,
proposed to amend the company's Rehabilitation Plan to solve the
dispute with PTT and to eventually enable the company to resume
its operations.
On July 4, 2006, Mr. Suttiwerawat sought the Central Bankruptcy
Court's approval to make the amendments.
Central Paper informed the SET that Mr. Suttiwerawat is
negotiating with Thai Assets Management Corporation, the
Company's major creditor, and with a new investor with regard to
the amendments.
On August 2, 2006, the TCR-AP reported on the company's income
statement for the second quarter 2006, which showed a net loss
of THB9.718 million compared with the THB0.437-million profit
for the same period in 2005.
THAI PROPERTY: Gains THB845,000 Net Profit in Sept. 2006 Quarter
----------------------------------------------------------------
Thai Property Pcl earned THB845,000 in net profit from
THB39,260,000 revenues for the quarter ended September 30, 2006,
compared with a net loss of THB35,141,000 from THB16,000
revenues in the same period last year.
The company's consolidated balance sheet as of September 30,
2006, showed total current assets at THB672.535 million and
THB212.420 million in current liabilities.
As of September 30, 2006, total assets of the company and its
subsidiaries amounted to THB1.140 billion while liabilities
totaled THB269.916 million. Shareholders equity in the company
amounted to THB870.544 million.
After reviewing the company's financial report for the period
ended September 2006, Supachai Phanyawattano of Ernst & Young
Office Ltd raised a substantial doubt on the company's continued
operation as a going concern. Mr. Supachai specifically pointed
at the company's ability to increase its asset and settle its
liabilities in the ordinary course of business.
A full text copy of the company's financial report for the
period ended September 30, 2006, can be viewed for free at:
http://bankrupt.com/misc/TPROPE2-3q-2006.xls
* * *
Thai Property Public Company Limited was formerly known as
Rattana Real Estate Public Company Limited. The Company
develops real estate for sale and rental including residential,
commercial, and office buildings.
On August 16, 2002, Thai Property entered into a reciprocal
agreement with a new investor, Great China Millennium (Thailand)
Company Limited, to continue its real estate development
project. The agreement stipulates certain conditions, which the
Company and the new investor must comply.
In 2003, Thai Property had successfully concluded negotiations
with most of its lenders and creditors to restructure the
conditions and the repayment of its debts. The remaining parts
of its debts are subject to ongoing repayments, which the
Company believes will be concluded successfully.
However, in July 2005, remuneration of THB150 million was due
under the agreement and the new investor intended to offset such
remuneration against part of the loan balance of THB509 million
it had provided to the Company. The new investor has not been
able to offset the amounts because of certain conditions under
the Company's short-term loan agreement.]
Currently, the company is listed under the "Non-Performing
Group" Sector of the Stock Exchange of Thailand.
As reported by the Troubled Company Reporter - Asia Pacific on
September 28, 2006, Thai Property Pcl posted THB3.073 million in
net profit on THB106.578 million of revenues for the six-month
period ended June 30, 2006.
*********
Tuesday's edition of the TCR-AP delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-AP 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 Tuesday
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-AP constitutes an offer
or solicitation to buy or sell any security of any kind. It is
likely that some entity affiliated with a TCR-AP editor holds
some position in the issuers' public debt and equity securities
about which we report.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR-AP. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com
Friday's edition of the TCR-AP features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication. 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.
*********
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 - Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland, USA. Nolie Christy Alaba, Rousel Elaine Tumanda,
Valerie Udtuhan, Francis James Chicano, Catherine Gutib, Tara
Eliza Tecarro, Freya Natasha Fernandez, and Peter A. Chapman,
Editors.
Copyright 2006. All rights reserved. ISSN: 1520-9482.
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.
TCR-AP subscription rate is $575 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance
thereof are $25 each. For subscription information, contact
Christopher Beard at 240/629-3300.
*** End of Transmission ***