/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/061204.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, December 4, 2006, Vol. 7, No. 240 Headlines A U S T R I A EASY PHONE: Claims Registration Period Ends December 5 GETTINGER HELMUT: Creditors' Meeting Slated for December 12 GRUBER SANIERUNG: Claims Registration Period Ends December 28 HAWLE KEG: Creditors' Meeting Slated for December 12 HOSPOGA LLC: Claims Registration Period Ends December 21 KELLER-HART: Creditors' Meeting Slated for December 6 MAGIC METAL: Creditors' Meeting Slated for December 13 MONTLEEY LLC: Creditors' Meeting Slated for December 18 NESCHNER & CO: Creditors' Meeting Slated for December 12 PLANAG INSTALLATION: Claims Registration Period Ends December 7 F R A N C E ALCATEL SA: Completes Merger with Lucent Technologies Inc. GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by US$186 Mln LUCENT TECHNOLOGIES: Completes Merger with Alcatel SA G E R M A N Y ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2 ALERIS INT'L: S&P Cuts Rating to B+ on Increased Debt Leverage ANTARES LASER: Claims Registration Ends December 6 ASS AGENTUR: Claims Registration Ends December 8 BAUFRA GMBH: Claims Registration Ends December 7 BENQ CORP: Works with Berlitz's Mexican Unit to Bolster Sales DELIVITA IMPORT: Claims Registration Ends December 6 GMAC LLC: Moody's Confirms Ba1 Rating on 51% Stake Sale Closing GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+ HS TEXTIL: Claims Registration Ends December 6 INVERNESS MEDICAL: Posts US$9.6 Million Net Loss in Third Qtr. LEAR CORP: Transferring North American Assets to Joint Venture LEAR CORP: 2006 Third Quarter Net Loss Down to US$74 Million NETOPSYSTEMS AG: Creditors' Meeting Slated for December 7 PMP DIENSTLEISTUNG: Claims Registration Ends December 6 SAGARRA WOHNDECOR: Creditors' Meeting Slated for December 6 SCHEFENACKER AG: S&P Lowers Junk Corporate Credit Rating STARPRODUCTION GMBH: Creditors' Meeting Slated for December 6 TIEFBAU KAHMANN: Claims Registration Ends December 6 Z.A.P. MANAGEMENT: Claims Registration Ends December 8 G R E E C E CENTRAL PARKING: Retains Blackstone Group as Financial Advisor CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch NAVIOS MARITIME: Offering US$300-Million Senior Notes Due 2014 NAVIOS MARITIME: Moody's Rates US$300-Mln Sr. Notes at (P)B2 NAVIOS MARITIME: High Leverage Cues S&P's BB- Credit Rating I R E L A N D CORNERSTONE TITAN: S&P Affirms BB Rating on Class G Notes EUROMAX V: Fitch Rates EUR5-Million Class B2 Notes at BB- SCOTTISH RE: Declares Dividend on Perpetual Preferred Shares STIEFEL LAB: Moody's Assigns Low-B Ratings on Credit Facilities K A Z A K H S T A N AHELES LLP: Creditors' Claims Due Jan. 5, 2007 AIRO TRAVEL: Claims Filing Period Ends Jan. 5, 2007 ALAU-PROGRESS: Almaty Court Starts Bankruptcy Procedure KABIKOV & K: Claims Registration Ends Jan. 5, 2007 LUMINA LLP: Almaty Court Begins Bankruptcy Proceedings OREL LLP: Creditors' Claims Due Jan. 9 PETROPAVLOVSK LLP: Claims Filing Period Ends Jan. 3, 3007 PROMMARKETSERVICE LLP: Aktube Court Starts Bankruptcy Procedure URALSK AUDIT: Proof of Claim Deadline Slated for Jan. 9, 2007 K Y R G Y Z S T A N TECHNICHESKOYE SERVISNOYE: Creditors' Claims Due Jan. 12, 2007 N E T H E R L A N D S LUCENT TECHNOLOGIES: Completes Merger with Alcatel SA SENSATA TECHNOLOGIES: Names Jeff Cote as Chief Financial Officer R U S S I A ALFA BANK: Earns RUR4.73 Billion for First 10 Months 2006 BLEK CJSC: Court Starts Bankruptcy Supervision Procedure BUYUKLY LLC: Court Names I. Bashmakova as Insolvency Manager CENTERTELECOM OAO: Launches CyberPlat Electronic Payment System FAR EAST: Khabarovsk Court Names A. Krylov as Insolvency Manager GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by US$186 Mln KOTELNICHSKAYA GARMENT: Bankruptcy Hearing Slated for March 12 LUKOIL OAO: Okays Regulations for Long-Term Workers' Incentives MAST CJSC: Moscow Court Names V. Leonov as Insolvency Manager NIZGNEDEVITSKIY OJSC: Bankruptcy Hearing Slated for Feb. 1 NOMOS-BANK: To Issue US$125 Million Eurobonds in February 2007 PACKING MACHINES: Court Names S. Bogay as Insolvency Manager PERVOMAYSKIY OJSC: Court Starts Bankruptcy Supervision Procedure RAMON' LLC: Voronezh Court Names A. Rufanov to Manage Assets ROSNEFT OIL: Inks Strategic Cooperation Deal with OAO Gazprom RUZSKIY OJSC: Court Names I. Ovchinnikov as Insolvency Manager SAKHALINSKIY WOOD: Court Names I. Bashmakova to Manage Assets SELEN-INVEST: Court Names D. Krugov as Insolvency Manager SITRONICS JSC: Inks Regional Alliance Deal with Cisco Systems SITRONICS JSC: Intracom Unit Inks EUR1.1-Mln Deal with T-HT SMIRNYKHOVSKIY WOOD: Court Names I. Bashmakova to Manage Assets SUSUMANSKIY: Court Names A. Khimkus as Insolvency Manager TATNEFT OAO: Merrill Lynch to Coordinate Ordinary Share Offering TRANSNEFT OAO: Receives Green Light to Build ESPO Extension VIMPEL-COMMUNICATIONS: Earns US$268 Million in Third Quarter VNESHTORGBANK: VTB24 Unit Earns RUR900 Mln for First 10 Months S P A I N CENTRAL PARKING: Retains Blackstone Group as Financial Advisor CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch TDA 27: Fitch Puts Low-B Ratings to EUR14.6 Million Notes FTPYME TDA: Standard & Poor's Junks EUR29.3-Mln Class D Notes MILLS CORP: Replies to Gazit's Revised Recapitalization Offer S W I T Z E R L A N D AHP INFORMATIK: St. Gallen Court Closes Bankruptcy Proceedings ANDREAS STEGER: St. Gallen Court Starts Bankruptcy Proceedings BAUTEC GIPS: St. Gallen Court Starts Bankruptcy Proceedings E. URBINATI: St. Gallen Court Begins Bankruptcy Proceedings GT GASTRO: St. Gallen Court Suspends Bankruptcy Proceedings OBERHAMMER & PARTNER: St. Gallen Court Starts Bankruptcy Process OFF PRICE: St. Gallen Court Suspends Bankruptcy Proceedings SOLUZIONE LLC: Thurgau Court Suspends Bankruptcy Proceedings THURTECH PUMP: St. Gallen Court Suspends Bankruptcy Process T U R K E Y ALTERNATIFBANK AS: Fitch Places B+ IDR on Rating Watch Positive U K R A I N E ALFA BANK: Earns RUR4.73 Billion for First 10 Months 2006 SITRONICS JSC: Inks Regional Alliance Deal with Cisco Systems SITRONICS JSC: Intracom Unit Inks EUR1.1-Mln Deal with T-HT VIMPEL-COMMUNICATIONS: Earns US$268 Million in Third Quarter VNESHTORGBANK: VTB24 Unit Earns RUR900 Mln for First 10 Months U N I T E D K I N G D O M ADVANCED MOBILE: Appoints Gerald Irwin as Liquidator ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2 ALERIS INT'L: S&P Cuts Rating to B+ on Increased Debt Leverage ALL 4 PETS: Taps Liquidator from David Horner & Co. ARROWAK SECURITY: Names Gordon Craig as Administrator ASPIRE WINDOWS: Appoints Antony Robert Fanshawe as Administrator COLTRANE CLO: Fitch Assigns BB Ratings to EUR3.75-Million Notes CONNECTIONS DATA: Claims Filing Period Ends Feb. 14, 2007 CRAEGMOOR FUNDING: Moody's May Downgrade Ratings After Review D & S RUSHTON: Creditors' Claims Due Dec. 16 DSA BILINGUAL: Appoints Joint Liquidators from Begbies Traynor DIAGNATEK LIMITED: Calls In Joint Liquidators from Vantis DIASYS CORP: Deloitte & Touche Raises Going Concern Doubt DURA AUTOMOTIVE: Taps Brunswick as Communications Consultants EUROMAX V: Fitch Rates EUR5-Million Class B2 Notes at BB- GENERAL MOTORS: Completes 51% GMAC Stake Sale for US$14 Billion GENERAL MOTORS: Kirk Kerkorian Sells Another 14 Million Shares GENERAL MOTORS: GMAC Releases Composition of New Board GEORGE MAJOR: Hires Ian C. Brown to Liquidate Assets GEORGICA PLC: Moody's Changes Rating Outlook to Negative GMAC LLC: GM Sells 51% Stake to Cerberus for US$14 Billion GMAC LLC: Releases Composition of New Board of Directors GMAC LLC: Moody's Confirms Ba1 Rating on 51% Stake Sale Closing GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+ HANOVER GOLF: Nominates Joint Liquidators from Abbott Fielding KINGSBURY TRAVEL: Nominates Liquidator from Neville Eckley L.A. DESIGNER: Brings in P&A to Administer Assets LANDMARK PROPERTY: Brings In Liquidator from B&C Associates LATIN TRAVELLER: Appoints Liquidator from Kallis & Co. LEAR CORP: Transferring North American Assets to Joint Venture LEAR CORP: 2006 Third Quarter Net Loss Down to US$74 Million LESLIE POWELL: Names John Paul Bell Liquidator LSM PROCESSING: Taps Ninos Koumettou to Administer Assets MAINE-WILSON ADVERTISING: Claims Registration Ends Dec. 31 MIDLAND PROPERTY: Creditors' Meeting Slated for December 6 MILLS CORP: Replies to Gazit's Revised Recapitalization Offer NORTEL NETWORKS: Mulls Joint Venture Agreement with SECI NORTH WEST: Liquidators Set Dec. 31 Claims Bar Date NORTH WEST WAREHOUSING: Creditors' Claims Due Feb. 16, 2007 ORGASMIC LIMITED: Hires Liquidator from Begbies Traynor OVAL 316: Brings In Administrators from Roger Evans PEAK AQUATICS: Nominates Liquidator from Simmonds & Company PROFESSIONAL CARE: Taps David Field to Liquidate Assets PROFIT THROUGH PEOPLE: Taps Liquidator from Poppleton & Appleby RCE LIMITED: Claims Filing Period Ends Dec. 31 QUALICARE LIMITED: Creditors' Claims Due Jan. 5, 2007 RJS BUILDING: Nominates Alex Kachani as Liquidator SCOTTISH RE: Declares Dividend on Perpetual Preferred Shares SEA CONTAINERS: Sells 50% Stake in Aegean Speed Lines SELECTA CDO: Moody's Upgrades Rating on Class D Notes to Ba1 SHELTEX LTD: Nominates Ninos Koumettou as Liquidator SKYEPHARMA PLC: HBOS Plc No Longer Holds Material Interest SKYEPHARMA PLC: Lehman Brothers Increases Holdings to 7.25% SOFTBANK MOBILE: S&P Withdraws Rating on Economic Defeasance SOUTHLAKE HOLDINGS: Claims Registration Ends Jan. 31, 2007 STIEFEL LAB: Moody's Assigns Low-B Ratings on Credit Facilities TAMS GROUP: Creditors' Meeting Slated for December 13 U.S. ENERGY: U.S. Unit Files Chapter 11 Petition in New York VEDANTA RESOURCES: Extends Offer for Sterlite's Common Shares W LAKE: Brings In Administrator from Bond Partners ********* ============= A U S T R I A ============= EASY PHONE: Claims Registration Period Ends December 5 ------------------------------------------------------ Creditors owed money by LLC Easy Phone Telekommunikation Service (FN 191305g) have until Dec. 5 to file written proofs of claims to court-appointed property manager Klemens Dallinger at: Dr. Klemens Dallinger c/o Dr. Katharina Widhalm-Budak Schulerstrasse 18 1010 Vienna, Austria Tel: 513 28 33 Email: dallinger@anwaltsteam.at Creditors and other interested parties are encouraged to attend the creditors' meeting at 10:10 a.m. on Dec. 19 to consider the adoption of the rule by revision and accountability. The meeting of creditors will be held at: The Trade Court of Vienna Room 1707 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 2 S 149/06h). Katharina Widhalm- Budak represents Dr. Dallinger in the bankruptcy proceedings. GETTINGER HELMUT: Creditors' Meeting Slated for December 12 ----------------------------------------------------------- Creditors owed money by LLC Gettinger Helmut (FN 86363f) are encouraged to attend the creditors' meeting at 10:15 a.m. on Dec. 12 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Trade Court of Vienna Room 1606 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 4 S 146/06g). Alexander Illedits serves as the court-appointed property manager of the bankrupt estate. The property manager can be reached at: Dr. Alexander Illedits Gonzagagasse 14 1010 Vienna, Austria Tel: 533 77 04 Fax: 533 77 05 E-mail: office@law-wire.at GRUBER SANIERUNG: Claims Registration Period Ends December 28 ------------------------------------------------------------- Creditors owed money by LLC Gruber Sanierung- und Projektentwick lung (FN 207522f) have until Dec. 28 to file written proofs of claims to court-appointed property manager Wolfgang Kleibel at: Dr. Wolfgang Kleibel Erzabt-Klotz-Str. 4 5020 Salzburg, Austria Tel: 0662-842281 Fax: 0662-842281-29 Email: wolfgang.kleibel@k-b-k.at Creditors and other interested parties are encouraged to attend the creditors' meeting at 9:15 a.m. on Jan. 11, 2007, to consider the adoption of the rule by revision and accountability. The meeting of creditors will be held at: The Land Court of Salzburg Room 221 2nd Floor Salzburg, Austria Headquartered in Salzburg, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 23 S 70/06y). HAWLE KEG: Creditors' Meeting Slated for December 12 ---------------------------------------------------- Creditors owed money by KEG Hawle (FN 245166p) are encouraged to attend the creditors' meeting at 10:30 a.m. on Dec. 12 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Trade Court of Vienna Room 1606 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 4 S 147/06d). Wolfgang Leitner serves as the court-appointed property manager of the bankrupt estate. Helmut Platzgummer represents Dr. Leitner in the bankruptcy proceedings. The property manager can be reached at: Dr. Wolfgang Leitner c/o Dr. Helmut Platzgummer Kohlmarkt 14 1010 Vienna, Austria Tel: 533 19 39 Fax: 533 19 39 39 E-mail: kanzlei@lp-law.at HOSPOGA LLC: Claims Registration Period Ends December 21 -------------------------------------------------------- Creditors owed money by LLC Hospoga (FN 250875i) have until Dec. 21 to file written proofs of claims to court-appointed property manager Martin Prett at: Mag. Martin Prett Ringmauergasse 8 9500 Villach, Austria Tel: 04242/22 681 Fax: 04242/ 22681-20 Email: prett+fattinger@villach.net Headquartered in Faak am See, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 41 S 109/06m). KELLER-HART: Creditors' Meeting Slated for December 6 ----------------------------------------------------- Creditors owed money by LLC Keller-Hart-Haus Errichtung (FN 156287i) are encouraged to attend the creditors' meeting at 9:30 a.m. on Dec. 6 to consider the adoption of the rule by compensation. The creditors' meeting will be held at: The Trade Court of Vienna Room 1705 Vienna, Austria Headquartered in Vienna, Austria, the Debtor's compensation case started on Oct. 12 (Case No. 3 Sa 3/06w). Walter Kainz serves as the court-appointed compensation manager of the estate. The compensation manager can be reached at: Dr. Walter Kainz Gusshausstrasse 23 1040 Vienna, Austria Tel: 505 88 31 Fax: 505 94 64 E-mail: kanzlei@kainz-wexberg.at MAGIC METAL: Creditors' Meeting Slated for December 13 ------------------------------------------------------ Creditors owed money by LLC Magic Metal System (FN 192375f) are encouraged to attend the creditors' meeting at 9:00 a.m. on Dec. 13 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Land Court of Korneuburg Room 204 2nd Floor Korneuburg, Austria Headquartered in Gerasdorf bei Wien, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 36 S 101/06d). Robert Klein serves as the court-appointed property manager of the bankrupt estate. Thomas Deschka represents Dr. Klein in the bankruptcy proceedings. The property manager can be reached at: Dr. Robert Klein c/o Dr. Thomas Deschka Spiegelgasse 10 1010 Vienna, Austria Tel: 01/513 99 39 Fax: 01/513 99 39 30 E-mail: klein@lawcenter.at deschka@lawcenter.at MONTLEEY LLC: Creditors' Meeting Slated for December 18 ------------------------------------------------------- Creditors owed money by LLC Montleey (FN 231702p) are encouraged to attend the creditors' meeting at 10:30 a.m. on Dec. 18 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Trade Court of Vienna Room 2102 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 45 S 70/06g). Karl Schirl serves as the court-appointed property manager of the bankrupt estate. Markus Siebinger represents Dr. Schirl in the bankruptcy proceedings. The property manager can be reached at: Dr. Karl Schirl c/o Mag. Markus Siebinger Krugerstrasse 17/3 1010 Vienna, Austria Tel: 513 22 31 Fax: 513 22 31-1 E-mail: dr.karl.schirl@der-rechtsanwalt.at markus.siebinger@der-rechtsanwalt.at NESCHNER & CO: Creditors' Meeting Slated for December 12 -------------------------------------------------------- Creditors owed money by LLC Neschner & Co (FN 225971k) are encouraged to attend the creditors' meeting at 9:30 a.m. on Dec. 12 to consider the adoption of the rule by revision and accountability. The creditors' meeting will be held at: The Trade Court of Vienna Room 1609 16th Floor Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 38 S 58/06s). Guenther Hoedl serves as the court-appointed property manager of the bankrupt estate. Klemens Dallinger represents Dr. Hoedl in the bankruptcy proceedings. The property manager can be reached at: Dr. Guenther Hoedl Dr. Klemens Dallinger Schulerstrasse 18 1010 Vienna, Austria Tel: 5131655 Fax: 513165533 E-mail: Hoedl@anwaltsteam.at dallinger@anwaltsteam.at PLANAG INSTALLATION: Claims Registration Period Ends December 7 --------------------------------------------------------------- Creditors owed money by LLC Planag Installation (FN 96949y) have until Dec. 7 to file written proofs of claims to court-appointed property manager Horst Winkelmayr at: Mag. Horst Winkelmayr c/o Dr. Carl Knittl Porzellangasse 22A/7 1090 Vienna, Austria Tel: 532 47 77 Fax: 532 47 77 50 Email: rae@kniwi.at Creditors and other interested parties are encouraged to attend the creditors' meeting at 10:45 a.m. on Dec. 21 to consider the adoption of the rule by revision and accountability. The meeting of creditors will be held at: The Trade Court of Vienna Room 1701 Vienna, Austria Headquartered in Vienna, Austria, the Debtor declared bankruptcy on Oct. 12 (Bankr. Case No. 6 S 92/06f). Carl Knittl represents Mag. Winkelmayr in the bankruptcy proceedings. =========== F R A N C E =========== ALCATEL SA: Completes Merger with Lucent Technologies Inc. ---------------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. completed their merger transaction and will begin operating as the world's leading communication solutions provider on Dec. 1, 2006. The new company Alcatel-Lucent, with one of the largest global R&D capabilities in communications and the broadest wireless, wire-ine and services portfolio, is incorporated in France, with executive offices located in Paris. The company will be traded on Euronext Paris and the New York Stock Exchange (NYSE) from Dec. 1, 2006 under a new common ticker (Euronext Paris and NYSE: ALU). As a result of the merger, each outstanding share of Lucent common stock has been converted into the right to receive 0.1952 of an Alcatel ADS. In connection with the merger, Alcatel has issued around 878 million shares, which is equivalent to the total number of ADS to be issued to the holders of Lucent common stock. Following the completion of the merger, around 2.31 billion ordinary shares of Alcatel-Lucent are outstanding. "Alcatel-Lucent will be for our customers a partner with the scale and scope to design, build and manage increasingly complex networks that deliver advanced converged services and communications experience to the end-user," Serge Tchuruk, newly appointed Chairman of the Board of Alcatel-Lucent, said. "That is what Alcatel-Lucent will deliver with an unparalleled focus on execution, innovation and service for our customers: the company will have the most experienced global services team in the telecommunications industry, as well as one of the largest research, technology and innovation organizations in the industry. In fact, our combined company is ideally positioned to help our customers transform their networks so they can offer new kinds of personalized, blended applications and services." "Through this merger, we are bringing together two top-ranking companies to form an undisputed leader in the industry, a company poised to enrich people's lives by transforming the way the world communicates," Patricia Russo, newly appointed Chief Executive Officer of Alcatel-Lucent, added. "Alcatel-Lucent is a strong and enduring ally that service providers, governments and enterprises can count on to help them unlock new market and revenue opportunities. This combination represents a strategic fit of vision, geography, solutions and people, leveraging the best of both companies to deliver meaningful communications solutions that are personalized, simple to adopt and available globally. Both Alcatel and Lucent embraced a common culture of innovation and excellence that will help ensure the success of our merger." With a comprehensive and diversified portfolio of complementary products, Alcatel-Lucent is well positioned to address the fastest growing areas of network transformation. The company is a leader in IPTV, broadband access, carrier IP, IMS and next- generation networks, and 3G spread spectrum (UMTS and CDMA). With more than 18,000 employees working in services worldwide, the company has the largest and most experienced global services team in the industry. In enterprise communications solutions, Alcatel-Lucent is No. 1 in Europe and has more than 250,000 enterprise and government customers worldwide. With a worldwide presence in 130 countries, 79,000 employees -- after completion of the Thales transaction -- and balanced revenues across all regions, Alcatel-Lucent has strong customer relationships with the 100 largest telecommunications operators in the world. The company will have four geographic regions: Asia-Pacific, Europe and North, Europe and South and North America, to answer the needs of service providers, enterprises and end-users in the most advanced telecommunication markets, as well as in high-growth economies. There will be five Business Groups: -- the Wireline Business Group, -- the Wireless Business Group and the Convergence Business Group (addressing the needs of the carrier market), -- the Enterprise Business Group, and -- the Service Business Group. Each Business Group will have a decentralized regional organization that will provide strong local support to customers. In addition there will be several corporate functions that support the company including worldwide-integrated supply chain and procurement, finance, information technology, marketing, human resources, legal and communications. "While our respective corporate structures have changed, one constant remains: our commitment to be a first class corporate citizen and to act in a socially responsible way in interactions with all our stakeholders," said Ms. Russo. Around 23,000 of the 79,000 total number of employees at Alcatel-Lucent are in R&D, including global Bell Labs which will remain headquartered in New Jersey, USA. With EUR2.7 billion invested in R&D in calendar year 2005 by Alcatel and Lucent and 25,000 active patents, Alcatel-Lucent stands as an innovation powerhouse, featuring one of the largest global R&D capabilities in communications ready to partner and collaborate with customers on breakthrough technology. Alcatel-Lucent also leads standards initiatives with some 600 experts participating in 130 standardization bodies. Significant cost synergies are expected to be achieved within three years of closing and will come from several areas, including: -- consolidating support functions, -- optimizing the supply chain and procurement structure, -- leveraging R&D and services across a larger base, and -- reducing the combined worldwide workforce by around 9,000 employees. The merger is expected to result in around EUR1.4 billion in pre-tax annual cost synergies. A substantial majority of the restructuring activity will be completed within 24 months after closing. The transaction is expected to be accretive to earnings per share in the first year post closing with synergies, excluding restructuring charges and amortization of intangible assets. The 14 Members of the Board of Directors are: -- Daniel Bernard, -- W. Frank Blount, -- Jozef Cornu, -- Linnet Deily, -- Robert Denham, -- Edward Hagenlocker, -- Jean-Pierre Halbron, -- Karl Krapek, -- Daniel Leb�gue, -- Patricia Russo, -- Henry Schacht, -- Serge Tchuruk, and -- Sylvia Jay and Jean-Cyril Spinetta, who were not members of either Alcatel Board of Directors or Lucent Board of Directors prior to the merger. There will be two Board observers representing the employee shareholders of the company's Employee Investment Fund: Jean-Pierre Desbois and Thierry de Loppinot. About Lucent Technologies Headquartered in Murray Hill, New Jersey, Lucent Technologies (NYSE: LU) -- http://www.lucent.com/-- designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent's customer base includes communications service providers, governments and enterprises worldwide. Lucent also operates in Austria, Belgium, China, Czech republic, Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil, CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden, Switzerland, Russia, and the United Kingdom. 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. * * * 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. GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by US$186 Mln ---------------------------------------------------------------- Graftech International Ltd. reported a US$9.8 million net income on US$246.6 million of net sales for the quarter ended Sept. 30, 2006, compared with a US$15.6 million net income on US$208.2 million of net sales for the same period in 2005. At Sept. 30, 2006, the company's balance sheet showed US$875.5 million in total assets, US$1.06 billion in total liabilities and US$28.3 million in minority interests resulting in a US$185.7 million stockholders' deficit. Net sales of US$246.6 million in the 2006 third quarter represented a US$38.4 million, or 18.4%, increase from net sales of US$208.2 million in the 2005 third quarter, primarily due to a US$44.1 million increase in net sales in the company's synthetic graphite segment that was offset by a decrease of US$5.7 million in net sales in the company's carbon electrodes and natural graphite products segment. Cost of sales of US$175.7 million in the 2006 third quarter represented a US$25.7 million, or 17.1%, increase from cost of sales of US$150.0 million in the 2005 third quarter, primarily due to higher sales volumes and increases in raw material and other production costs. Gross profit of US$70.8 million in the 2006 third quarter represented a US$12.6 million, or 21.6%, increase from gross profit of US$58.2 million in the 2005 third quarter. Cash and cash equivalents at the end of the nine-month period ended Sept. 30, 2006, was US$18.7 million compared to US$5.8 million at the end of the nine-month period ended Sept. 30, 2005. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?15d0 Headquartered in Parma, Ohio, Graftech International Ltd.-- http://www.graftech.com/GrafTech-- manufactures a range of graphite electrodes, products essential to the production of electric arc furnace (EAF) steel and various other ferrous and non-ferrous metals. The Company also manufactures natural graphite products enabling thermal management solutions for the electronics industry, and fuel cell solutions for the transportation and power generation industries. The products, which include carbon and graphite electrodes, carbon and graphite cathode blocks, advanced carbon and graphite materials, and flexible graphite, are manufactured on four continents and sold in over 70 countries around the world. In Europe, Graftech maintains operations facilities and/or sales offices in Russia, France, Spain, Italy and Switzerland. LUCENT TECHNOLOGIES: Completes Merger with Alcatel SA ----------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. completed their merger transaction and will begin operating as the world's leading communication solutions provider on Dec. 1, 2006. The new company Alcatel-Lucent, with one of the largest global R&D capabilities in communications and the broadest wireless, wire-ine and services portfolio, is incorporated in France, with executive offices located in Paris. The company will be traded on Euronext Paris and the New York Stock Exchange (NYSE) from Dec. 1, 2006 under a new common ticker (Euronext Paris and NYSE: ALU). As a result of the merger, each outstanding share of Lucent common stock has been converted into the right to receive 0.1952 of an Alcatel ADS. In connection with the merger, Alcatel has issued around 878 million shares, which is equivalent to the total number of ADS to be issued to the holders of Lucent common stock. Following the completion of the merger, around 2.31 billion ordinary shares of Alcatel-Lucent are outstanding. "Alcatel-Lucent will be for our customers a partner with the scale and scope to design, build and manage increasingly complex networks that deliver advanced converged services and communications experience to the end-user," Serge Tchuruk, newly appointed Chairman of the Board of Alcatel-Lucent, said. "That is what Alcatel-Lucent will deliver with an unparalleled focus on execution, innovation and service for our customers: the company will have the most experienced global services team in the telecommunications industry, as well as one of the largest research, technology and innovation organizations in the industry. In fact, our combined company is ideally positioned to help our customers transform their networks so they can offer new kinds of personalized, blended applications and services." "Through this merger, we are bringing together two top-ranking companies to form an undisputed leader in the industry, a company poised to enrich people's lives by transforming the way the world communicates," Patricia Russo, newly appointed Chief Executive Officer of Alcatel-Lucent, added. "Alcatel-Lucent is a strong and enduring ally that service providers, governments and enterprises can count on to help them unlock new market and revenue opportunities. This combination represents a strategic fit of vision, geography, solutions and people, leveraging the best of both companies to deliver meaningful communications solutions that are personalized, simple to adopt and available globally. Both Alcatel and Lucent embraced a common culture of innovation and excellence that will help ensure the success of our merger." With a comprehensive and diversified portfolio of complementary products, Alcatel-Lucent is well positioned to address the fastest growing areas of network transformation. The company is a leader in IPTV, broadband access, carrier IP, IMS and next- generation networks, and 3G spread spectrum (UMTS and CDMA). With more than 18,000 employees working in services worldwide, the company has the largest and most experienced global services team in the industry. In enterprise communications solutions, Alcatel-Lucent is No. 1 in Europe and has more than 250,000 enterprise and government customers worldwide. With a worldwide presence in 130 countries, 79,000 employees -- after completion of the Thales transaction -- and balanced revenues across all regions, Alcatel-Lucent has strong customer relationships with the 100 largest telecommunications operators in the world. The company will have four geographic regions: Asia-Pacific, Europe and North, Europe and South and North America, to answer the needs of service providers, enterprises and end-users in the most advanced telecommunication markets, as well as in high-growth economies. There will be five Business Groups: -- the Wireline Business Group, -- the Wireless Business Group and the Convergence Business Group (addressing the needs of the carrier market), -- the Enterprise Business Group, and -- the Service Business Group. Each Business Group will have a decentralized regional organization that will provide strong local support to customers. In addition there will be several corporate functions that support the company including worldwide-integrated supply chain and procurement, finance, information technology, marketing, human resources, legal and communications. "While our respective corporate structures have changed, one constant remains: our commitment to be a first class corporate citizen and to act in a socially responsible way in interactions with all our stakeholders," said Ms. Russo. Around 23,000 of the 79,000 total number of employees at Alcatel-Lucent are in R&D, including global Bell Labs which will remain headquartered in New Jersey, USA. With EUR2.7 billion invested in R&D in calendar year 2005 by Alcatel and Lucent and 25,000 active patents, Alcatel-Lucent stands as an innovation powerhouse, featuring one of the largest global R&D capabilities in communications ready to partner and collaborate with customers on breakthrough technology. Alcatel-Lucent also leads standards initiatives with some 600 experts participating in 130 standardization bodies. Significant cost synergies are expected to be achieved within three years of closing and will come from several areas, including: -- consolidating support functions, -- optimizing the supply chain and procurement structure, -- leveraging R&D and services across a larger base, and -- reducing the combined worldwide workforce by around 9,000 employees. The merger is expected to result in around EUR1.4 billion in pre-tax annual cost synergies. A substantial majority of the restructuring activity will be completed within 24 months after closing. The transaction is expected to be accretive to earnings per share in the first year post closing with synergies, excluding restructuring charges and amortization of intangible assets. The 14 Members of the Board of Directors are: -- Daniel Bernard, -- W. Frank Blount, -- Jozef Cornu, -- Linnet Deily, -- Robert Denham, -- Edward Hagenlocker, -- Jean-Pierre Halbron, -- Karl Krapek, -- Daniel Leb�gue, -- Patricia Russo, -- Henry Schacht, -- Serge Tchuruk, and -- Sylvia Jay and Jean-Cyril Spinetta, who were not members of either Alcatel Board of Directors or Lucent Board of Directors prior to the merger. There will be two Board observers representing the employee shareholders of the company's Employee Investment Fund: Jean-Pierre Desbois and Thierry de Loppinot. 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. About Lucent Technologies Headquartered in Murray Hill, New Jersey, Lucent Technologies (NYSE: LU) -- http://www.lucent.com/-- designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent's customer base includes communications service providers, governments and enterprises worldwide. Lucent also operates in Austria, Belgium, China, Czech republic, Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil, CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden, Switzerland, Russia, and the United Kingdom. * * * As reported in the TCR-Europe on Nov. 9, Standard & Poor's Ratings Services said that its 'BB' long-term corporate credit rating on France-based Alcatel and its 'B' long-term corporate credit rating on U.S.-based Lucent Technologies Inc. remain on CreditWatch with negative and positive implications, respectively, where they were placed on March 24 on news of the two telecoms equipment makers' plans to merge. The ratings will remain on CreditWatch until completion of the merger and clarification of the ranking and support mechanisms for the various debt classes within the merged group's capital structure. The ratings on the individual debt issues of each company will be clarified at that time. Standard & Poor's 'B' and 'B-1' short-term corporate ratings on Alcatel and Lucent, respectively, are not on CreditWatch and remain unchanged. According to Troubled Company Reporter on April 7, Moody's Investors Service placed Lucent Technologies, Inc.'s B1 corporate family rating, B1 senior unsecured rating, B3 subordinated rating, and B3 trust preferred rating under review for possible upgrade following the company's announcement of a definitive merger agreement with Alcatel. ============= G E R M A N Y ============= ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service downgraded Aleris International Inc.'s corporate family rating to B2 from B1. At the same time Moody's assigned these ratings to Aurora Acquisition Merger Sub, Inc: -- proposed senior secured term loan at B2; -- proposed senior unsecured notes at B3; -- proposed senior subordinated notes at Caa1; and, -- a B2 rating to Aleris Deutschland Holding GMBH's proposed senior secured term loan. The rating actions are prompted by the merger of Aleris International with Texas Pacific Group in a leveraged transaction under which TPG will acquire the outstanding stock of Aleris for around US$1.7 billion plus the assumption of roughly US$1.6 billion in debt. The ratings for the proposed debt instruments assume that the merger will close as contemplated. The rating outlook is stable Moody's also confirmed the Ba3 ratings on Aleris and Aleris Deutschland's existing term loans, which ratings will be withdrawn upon closing of the merger. This concludes the review for possible downgrade initiated on Aug. 8, 2006. In conjunction with the proposed merger of Aleris and TPG, Aurora, the newly created acquisition vehicle, will issue US$2.2 billion in debt through the instruments rated above. Upon consummation of the merger, Aurora will merge with and into Aleris and Aleris will be the continuing company, legally assuming all obligations of Aurora. The downgrade of Aleris's corporate family rating reflects: -- the substantial increase in debt resulting from the leveraged acquisition of the company, with LTM Sept. 30, 2006 pro forma leverage of roughly 4.8x; -- its weakened debt protection metrics; and, -- the execution risks for timely deleveraging, particularly for a company with relatively thin margins and high sensitivity to volume levels. Aleris's propensity towards acquisitions, which Moody's believes will be a continuing impetus for growth over the intermediate term, and the integration risks associated with the recently closed Corus acquisition, remain ongoing considerations in the rating. Including around US$230 million in drawings under a US$750 million asset backed loan facility, total debt will be around US$2.4 billion versus roughly US$1.5 billion currently on the same asset and business operating base. In addition, the rating considers the lack of comparative financials for any meaningful time frame given the recent history of mergers and acquisitions, commencing with the late 2004 merger between IMCO Recycling and Commonwealth Industries and including the four acquisitions in late 2005 and the more recent acquisition of certain downstream aluminum assets of Corus. However, the corporate family rating reflects: -- Aleris's broadened diversity and size after the acquisition of certain aluminum rolling assets from Corus, including a portfolio of higher value-added end use markets; -- its improving cost position; and, -- favorable demand trends expected to continue in many of the company's end markets into 2007. Embedded in the rating is Moody's expectation that Aleris will apply free cash flow generated in the more positive aluminum market environment currently existing to deleverage, although Moody's expects meaningful debt reduction will take two to three years. The stable outlook reflects Moody's expectation that the current favorable business environment for aluminum products for aerospace, automotive, commercial construction and industrial applications will continue into 2007, allowing for good earnings and cash flow generation over the near term. Moody's expects that operating margins will remain in the mid single-digit range, that free cash flow to debt will be at least 5% on a sustainable basis, and that financial leverage will remain under 5.5x. Although Moody's acknowledges that the company's pro forma credit metrics remain weakly positioned in the B rating category, the ratings and outlook are predicated on our expectation that the company will generate positive free cash in 2006 and 2007, allowing for a reduction in debt to levels more reasonable for a cyclical business. Financing for the merger includes a US$750 million secured asset backed loan secured by receivables and inventory with a second priority interest in plant and equipment, a US$700 million secured term loan at Aleris, secured by domestic plant and equipment and guaranteed by domestic subsidiaries and an approximate $400 million secured term loan at Aleris Deutschland, GMBH secured by foreign plant and equipment and guaranteed by Aleris International, its domestic subsidiaries and the subsidiaries of Aleris Deutschland. The term loans are cross-collateralized and also have a second priority interest in the assets securing the ABL. While the term loans are not at parity in the overall capital structure, in that the term loan to Aleris does not benefit from guarantees from the foreign subsidiaries, Moody's has equalized the ratings on the term loans reflective of the low leverage at the European level and the overall level of combined collateral. The B2 rating on the secured term loans under Moody's loss given default methodology reflects their position in the capital structure and liability waterfall, and the dilution in collateral coverage attributable to the significant increase in the size of the term loans in this transaction relative to plant and equipment values. Under Moody's loss given default methodology, the B3 rating on the US$600 million unsecured notes and the Caa1 rating on the US$500 million subordinated notes reflects their weak position in the capital structure, the absence of available collateral from Moody's perspective given the level of secured debt ahead of these instruments and therefore the lower recovery prospects of these instruments. Although the senior unsecured notes include a PIK interest option at the company's discretion, this feature does not add any lift to the rating. These ratings were downgraded: * Aleris International -- corporate family rating to B2 from B1 These ratings were confirmed: * Aleris International -- US$400 million senior secured guaranteed term loan at Ba3 * Aleris Deutschland Holding GMBH -- EUR200 million senior secured guaranteed term loan at Ba3 These ratings were assigned: * Aurora Acquisition Merger Sub, Inc. -- B2 Corporate Family Rating -- B2 PDR, Probability of default rating -- B2, LGD3, 46% senior secured guaranteed term loan, -- B3, LGD4, 63% senior unsecured notes, -- Caa1, LGD6, 93% senior subordinated notes. -- Probability of default at B2 * Aleris Deutschland Holding GMBH -- B2, LGD3, 46% senior secured guaranteed term loan Aleris, headquartered in Beachwood, Ohio, had revenues of $2.4 billion in 2005. LTM Sept. 30, 2006 pro-forma revenues for the acquisitions made by Aleris in late 2005 and for the acquisition of select assets of Corus were US$5.6 billion. 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. ALERIS INT'L: S&P Cuts Rating to B+ on Increased Debt Leverage -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Beachwood, Ohio-based Aleris International Inc. to 'B+' from 'BB-'and removed it from CreditWatch, where it was placed with negative implications on Aug. 9, 2006. The CreditWatch placement followed the announcement that Texas Pacific Group had agreed to acquire Aleris' outstanding stock for nearly US$3.4 billion, consisting of US$1.7 billion in cash plus assumed debt, representing a 6.8x trailing-12-months EBITDA multiple. The outlook is stable. At the same time, Standard & Poor's assigned its 'B+' and '2' recovery ratings to the company's proposed US$1.1-billion senior secured term loan. The '2' recovery rating indicates the expectation of a substantial (80%-100%) recovery of principal in the event of a payment default. Aleris International Inc., a U.S. corporation, and Aleris Deutschland Holding GmbH, its German subsidiary, will be co-borrowers under the term loan facility. The company contemplates that Aleris International will borrow US$700 million, with the remaining US$400 million borrowed in a combination of euros and dollars by Aleris Deutschland. Standard & Poor's also assigned its 'B-' ratings to Aleris' proposed US$500-million senior subordinated notes and proposed US$600-million senior unsecured notes. The senior unsecured notes carry a payment-in-kind "toggle" feature. The ratings are based on preliminary terms and conditions and are predicated on the completion of the TPG transaction and related financings substantially in the form currently anticipated. The proceeds from the issues, along with proceeds from a revolving credit facility, will primarily be used to refinance existing debt, finance the acquisition, and fund working capital and transactions costs. "The downgrade reflects the company's substantial increase in debt leverage stemming from the TPG transaction and weakened credit protection measures," said Standard & Poor's credit analyst Marie Shmurak. "We remain concerned that management will continue to opportunistically make cash-financed acquisitions and that economic weakness will cause credit metrics to decline. However, we expect Aleris' markets to remain relatively healthy in the intermediate term, which should enable the company to reduce leverage. "We could change the outlook to positive if management reaches and maintains more moderate debt levels. We could change the outlook to negative and ratings on Aleris could be pressured if the company's debt levels remain high and performance weakens materially because of intensified competition or market conditions deteriorate." ANTARES LASER: Claims Registration Ends December 6 -------------------------------------------------- Creditors of ANTARES Laser GmbH i.L. have until Dec. 6 to register their claims with court-appointed provisional administrator Carlos Mack. Creditors and other interested parties are encouraged to attend the meeting at 10:00 a.m. on Jan. 8, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Nuernberg Meeting Room 152/I Flaschenhofstr. 35 Nuernberg, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Nuernberg opened bankruptcy proceedings against ANTARES Laser GmbH i.L. on Oct. 23. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: ANTARES Laser GmbH i.L. Attn: Hermann Domke and Katharina Knoppik, Liquidators Hauptstr. 9 90453 Nuernberg, Germany The administrator can be contacted at: Dr. Carlos Mack Gibitzenhofstr. 86 90443 Nuernberg, Germany Tel: 0911/2369398 ASS AGENTUR: Claims Registration Ends December 8 ------------------------------------------------ Creditors of ASS Agentur fuer Stenographie- und Schriftdolmetscherleistungen GmbH have until Dec. 8 to register their claims with court-appointed provisional administrator Joerg Spies. Creditors and other interested parties are encouraged to attend the meeting at 2:15 p.m. on Jan. 10, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Leipzig Hall 056 Leipzig, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Leipzig opened bankruptcy proceedings against ASS Agentur fuer Stenographie- und Schriftdolmetscherleistungen GmbH on Oct. 27. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: ASS Agentur fuer Stenographie- und Schriftdolmetscherleistungen GmbH Attn: Kerstin Kiaulehn, Manager Calvisiusstrasse 38 04177 Leipzig, Germany The administrator can be contacted at: Joerg Spies Glashuetter Str. 104 01277 Dresden, Germany BAUFRA GMBH: Claims Registration Ends December 7 ------------------------------------------------ Creditors of Baufra GmbH have until Dec. 7 to register their claims with court-appointed provisional administrator Andreas Schenk. Creditors and other interested parties are encouraged to attend the meeting at 9:30 a.m. on Jan. 23, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Chemnitz Hall 24 Law Courts Prince Road 21 Chemnitz, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Chemnitz opened bankruptcy proceedings against Baufra GmbH on Oct. 26. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Baufra GmbH Attn: Marco Siegel and Gunnar Parlitz, Managers Gewerbestrasse 9 08427 Fraureuth OT Beiersdorf, Germany The administrator can be contacted at: Andreas Schenk Franz-Mehring-Str. 15 08058 Zwickau, Germany BENQ CORP: Works with Berlitz's Mexican Unit to Bolster Sales ------------------------------------------------------------- BenQ Corp. has collaborated with the Mexican subsidiary of Berlitz to boost sales during the holiday season, the company said in a statement. Business News Americas relates that costumers who buy BenQ mobiles from Nov. 15 to Jan. 31 will get a free language course at the end of February 2007. BenQ Mexico -- the Mexican unit of BenQ -- is seeking to market its mobiles in the holiday retail season. The mobiles include added features like pocket PC, MP3 player, and camera. BenQ has experienced difficulties after failing to revive the ailing mobile unit of Germany's Siemens in October 2005. BenQ was forced to cut staff internationally and close operations in Chile, Argentina, Argentina, Paraguay and Uruguay, BNamericas states. Headquartered in Taiwan, Republic of China, BenQ Corporation, Inc. -- http://www.benq.com/-- is principally engaged in manufacturing, developing and selling of computer peripherals and telecommunication products. It is also a major provider of 3G handset, 3G handset, Camera phones, and other products. BenQ Mobile GmbH & Co., the company's wholly owned subsidiary, operates from Munich, Germany. BenQ Mobile filed for insolvency in Germany on Sept. 29, with Martin Prager serving as insolvency manager. The collapse came a year after Siemens sold the company to Taiwanese technology group BenQ. BenQ Mobile has lost market share against giant competitors. * * * As reported in the TCR-AP on Oct. 31, Taiwan Ratings Corp. affirmed its twBB+/twB corporate credit ratings and twBB+ unsecured corporate bond issue rating on BenQ Corp. The outlook on the long-term rating is negative. At the same time, Taiwan Ratings removed all ratings from Credit Watch with negative implications, where they were placed on March 14, 2006, and withdrew all the ratings upon the company's request. DELIVITA IMPORT: Claims Registration Ends December 6 ---------------------------------------------------- Creditors of DELIVITA Import-Export, Lebensmittel Gross- und Einzelhandel GmbH have until Dec. 6 to register their claims with court-appointed provisional administrator Thomas Heilmann. Creditors and other interested parties are encouraged to attend the meeting at 10:15 a.m. on Jan. 10, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Chemnitz Hall 28 Law Courts Prince Road 21 Chemnitz, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Chemnitz opened bankruptcy proceedings against DELIVITA Import-Export, Lebensmittel Gross- und Einzelhandel GmbH on Oct. 24. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: DELIVITA Import-Export, Lebensmittel Gross- und Einzelhandel GmbH Attn: Vrionis Efstathios, Manager Jagdschankenstrasse 17 09117 Chemnitz, Germany The administrator can be contacted at: Thomas Heilmann Barbarossastrasse 2 09112 Chemnitz, Germany GMAC LLC: Moody's Confirms Ba1 Rating on 51% Stake Sale Closing --------------------------------------------------------------- Moody's Investors Service confirmed GMAC LLC's Ba1 senior unsecured ratings, following GM's announcement that it has closed the sale of a 51% stake in GMAC to FIM Holdings, LLC, an investor consortium led by Cerberus FIM Investors, LLC. Moody's also assigned a new rating of Ba3 to GMAC's US$1.9 billion preferred equity securities, which were issued to GMAC's owners in connection with the sale transaction. The outlook for GMAC's ratings is negative. Concurrently, Moody's also confirmed Residential Capital LLC's Baa3 unsecured and Prime-3 short-term ratings, with a stable outlook. GM's ratings (B3 corporate family, Caa1 senior unsecured) are unchanged as they already take into consideration the impact of the sale on the company's credit profile. Moody's confirmation of GMAC's ratings incorporates these key factors: -- GM's sale of a 51% stake in GMAC results in ratings de-linkage from GM on the basis of a change in control in favor of the Cerberus consortium. -- The transaction reduces GMAC's direct and indirect exposure to GM and eliminates its potential liability for GM's pension obligations, which improves the firm's risk profile. -- GMAC's new owners are expected to have a positive influence on GMAC's operating strategy, which will emphasize profitability improvements through gains in operating and funding efficiency, capital strengthening through earnings retention and dividend reinvestment, and enhanced liquidity through improved access to the capital markets. -- GMAC will have a continuing business concentration with GM, which, given GM's operating challenges, poses ongoing risks to GMAC's operating metrics and access to confidence sensitive funding, constraining the rating and outlook. -- GM's call option on GMAC's automotive operations represents an upside ceiling on GMAC's unsecured rating (the higher of Baa2 or one-notch higher than GM's rating) based upon a re-linkage of ratings should GM exercise the option. Moody's noted that GMAC's negative rating outlook could improve to stable in the near term should the firm succeed in strengthening its liquidity profile, in particular, by mitigating the GM bankruptcy risk embedded within its wholesale receivable funding facility, SWIFT. Developments in GM's condition and performance will also be very important considerations in reassessing GMAC's rating outlook. Confirmation of ResCap's ratings reflects these considerations: * the sale of a 51% interest of GMAC to Cerberus will result in ratings de-linkage from GM and likely improve ResCap's access to alternative funding sources. * ResCap has had significant success in gaining strong access to diverse funding sources in the global public capital markets, thus eliminating its reliance on intercompany borrowings from GMAC. * ResCap has made solid progress in integrating its GMAC Residential and GMAC RFC mortgage businesses. However, ResCap has further progress to make to complete the integration of its business platforms and reduce business infrastructure costs. ResCap's limited independent operating track record, the highly competitive residential mortgage banking environment in which it operates and its moderate capitalization continue to be rating factors. ResCap's stable outlook implies that following a change in ownership there will not be a material alteration to ResCap's leadership, business model or capital structure. The stable outlook also reflects a reduction in the linkage between ResCap and GMAC. Moody's expects that the sale will lead to an enhancement of ResCap's operational structure and flexibility, which should result in further earnings and funding diversity over time. Nonetheless, ResCap's rating continues to be linked to that of its parent. Thus, an action regarding GMAC's ratings could result in a similar action with ResCap's ratings, assuming no material changes in ResCap's corporate ownership. Notching between the two firms' ratings could increase to as much as two notches, once existing operational and funding structure uncertainties are resolved, demonstrating ResCap's independence from GMAC. GMAC LLC is a Detroit-based provider of retail and wholesale auto financing, primarily in support of GM's auto operations. GMAC reported earnings of US$2.4 billion in 2005. ResCap is a holding company for the real estate financing businesses of GMAC, including GMAC-RFC Holding and GMAC Residential Holding Corp. GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+ ----------------------------------------------------- Fitch Ratings upgraded GMAC LLC's Issuer Default Rating to BB+ from BB and Residential Capital LLC's IDR to BBB from BBB- following the closing of the sale of a controlling interest in GMAC to a consortium led by Cerberus FIM Investors, LLC. The ratings for GMAC and ResCap have also been removed from Rating Watch Positive, where they were originally placed on April 3, 2006. The Rating Outlook for GMAC, ResCap and related subsidiaries is Positive. The rating of GMAC Bank have been withdrawn and this entity has been effectively merged into GMAC Automotive Bank. With the closing of the transaction, the ratings of GMAC will no longer be directly linked to those of General Motors Corp., in the sense that a rating action on GM will not automatically translate into a similar action at GMAC. Rather, Fitch will view GMAC's relationship with GM as one of a significant customer concentration. As such Fitch would consider how issues at GM, such as labor disruption or weakening market share could impact GMAC's business. If such events would be material, Fitch would factor that into the rating. Nonetheless, Fitch's ratings can withstand a fair degree of weakening at GM. Fitch's upgrade of GMAC reflects a number of factors. First, it recognizes the good record of operating performance the company has demonstrated, despite significant challenges over the past five years. The company's most recent quarter notwithstanding, Fitch expects GMAC will continue to maintain good operating performance, with solid earnings while maintaining credit and capital discipline. Fitch's upgrade also considers the company's capitalization on a risk-adjusted basis. Under Fitch's own standards, GMAC has over the past few years reported solid risk-adjusted capital levels, commensurate with a higher rating. Fitch continues to believe that the good capital discipline witnessed at the company will remain. Fitch also recognizes the good liquidity management the company has demonstrated over a very stressful period. GMAC has been successful obtaining alternative financing sources such as whole loan sales and greater use of securitization to fund its balance sheet as access to capital became more difficult. In addition, the company has carried significant committed liquidity support to protect itself. Fitch notes that the company's dealer floorplan securitization program, SWIFT, has covenants related to a GM bankruptcy. Under such a scenario, a filing by GM would accelerate maturities of the notes issued out of the trust, creating a significant call on liquidity. At Nov. 30, 2006, there was around US$18 billion of SWIFT notes outstanding. Although a concern, Fitch expects GMAC to have in place contingent liquidity to address such a scenario. Moreover, Fitch expects that future floorplan transactions would not contain such a GM bankruptcy trigger. Fitch is maintaining its two notch differential between GMAC and ResCap, however, given certain changes in the operating agreement between GMAC and ResCap, necessitated by the GMAC Bank restructuring, Fitch may narrow the notching between GMAC and ResCap over time particularly as ResCap approaches its stand- alone rating of mid to high BBB. The Positive Rating Outlook reflects Fitch's view that should GMAC be successful in prudently growing non-GM related financing and insurance businesses, improving operational efficiencies, and maintaining disciplined underwriting, ratings could be raised from the current levels. Fitch has upgraded and removed these ratings from Rating Watch Positive: * GMAC LLC * GMAC International Finance B.V. * GMAC Bank GmbH * General Motors Acceptance Corp., Australia * General Motors Acceptance Corp. of Canada Ltd. -- Issuer Default Rating to BB+ from BB; and -- Senior unsecured debt to BB+ from BB. * Residential Capital LLC -- Issuer Default Rating to BBB from BBB-; -- Senior debt to BBB from BBB-; -- Subordinated debt to BBB- from BB+; and -- Short-term Issuer to F2 from F3. The Rating Outlook is Positive. Ratings affirmed by Fitch include: * GMAC LLC * GMAC International Finance B.V. * GMAC Bank GmbH * GMAC Australia Finance * General Motors Acceptance Corp. (U.K.) Plc. * General Motors Acceptance Corp. Australia * General Motors Acceptance Corp. of Canada Ltd. * General Motors Acceptance Corp. (N.Z.) Ltd. -- Short-term Issuer B; and -- Short-term debt B. These ratings are removed from Rating Watch Evolving, affirmed and subsequently withdrawn: * GMAC Bank -- Issuer Default Rating BBB-; -- Long-term deposits BBB; -- Short-term deposits F3; -- Short-term Issuer F3; -- Individual B/C; and -- Support 3. HS TEXTIL: Claims Registration Ends December 6 ---------------------------------------------- Creditors of HS Textil Nahservice GmbH have until Dec. 6 to register their claims with court-appointed provisional administrator Ingo Koelsch. Creditors and other interested parties are encouraged to attend the meeting at 9:15 a.m. on Jan. 11, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Wuppertal Meeting Room A234 2nd Floor Isle 2 42103 Wuppertal, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Wuppertal opened bankruptcy proceedings against HS Textil Nahservice GmbH on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: HS Textil Nahservice GmbH Attn: Heinz Uwe Senftleben, Manager Obere Sehlhofstr. 5 42289 Wuppertal, Germany The administrator can be contacted at: Ingo Koelsch Bundesallee 217 42103 Wuppertal, Germany INVERNESS MEDICAL: Posts US$9.6 Million Net Loss in Third Qtr. -------------------------------------------------------------- For the three months ended Sept. 30, 2006, Inverness Medical Innovations Inc. posted a US$9.6 million net loss on US$144.9 million of net revenues compared to a US$6.5 million net loss on US$106.2 million of net revenues for the same period in 2005. At Sept. 30, 2006, the company's balance sheet showed US$1 billion in total assets and US$373.8 million in total liabilities. A full-text copy of the Company's quarterly report is available for free at http://researcharchives.com/t/s?15cf On July 17, 2006, the Company signed a non-binding letter of intent with The Procter & Gamble Company to form a joint venture to develop and market consumer diagnostic products. On Nov. 17, 2006, discussions with P&G regarding Inverness Medical's previously disclosed consumer diagnostics joint venture remain on course and the Company continues to be hopeful that definitive agreements can be signed during the fourth quarter. While the joint venture will be complex, the Company expects the core of the arrangement to involve a 50/50 partnership to develop, acquire and market consumer diagnostic and monitoring products, other than for cardiology and diabetes. The Company will contribute its assets related to this business to the joint venture in exchange for US$325 million cash, however the Company will retain all of its manufacturing assets and it will supply the joint venture with its products. P&G will retain an option to put its interest in the venture back to us at market value on the 4th anniversary of the closing. The nature of any relationship that the Company enters into with P&G remains subject to negotiation and may ultimately differ significantly. Based in Waltham, Massachusetts, Inverness Medical Innovations, Inc. -- http://www.invernessmedical.com/-- makes diagnostic products including home pregnancy tests and fertility monitors. The Company also manufactures consumer vitamins and nutritional products. The company has offices in Australia, Canada, China, Germany, Japan, and the United Kingdom, among others. * * * As reported in the Troubled Company Reporter on Nov. 6, 2006, Standard & Poor's Ratings Services placed its 'B' corporate credit rating and 'CCC+' subordinated debt rating for Inverness Medical Innovations Inc. on CreditWatch with positive implications. As reported in the Troubled Company Reporter on Oct. 13, 2006, Moody's Investors Service upgraded Inverness Medical Innovations, Inc.'s corporate family rating to B2 from B3. Additionally, Moody's upgraded the company's Probability of Default rating to B2 from B3, the rating on its senior subordinated notes to Caa1 from Caa2, and revised the rating outlook to stable from negative. LEAR CORP: Transferring North American Assets to Joint Venture -------------------------------------------------------------- Lear Corp. has reached a definitive agreement with WL Ross & Co. LLC and Franklin Mutual Advisers LLC to transfer substantially all of the assets of its North American Interior business and US$25 million of cash to a newly formed joint venture, International Automotive Components Group North America LLC. Lear will hold a 25% equity interest in IAC North America and warrants for an additional 7% equity interest in IAC North America. This transaction completes a series of strategic initiatives intended to improve the Company's ongoing operating results, strengthen its balance sheet, and increase operating flexibility. Private Offering Separately, Lear successfully completed a private offering of US$900 million in new senior notes on November 24 and has commenced a tender offer for its outstanding 2008 and 2009 senior notes. Also, on November 8, Lear completed a US$200 million sale of common stock in a private placement to affiliates of, and funds managed by, Carl C. Icahn. "We are very pleased to have reached a definitive agreement to transfer our North American Interior business to IAC North America. This transaction combined with our recent financing initiatives have significantly strengthened the Company's financial and competitive position," Lear's chairman and chief executive officer Bob Rossiter said. "Our focus going forward is to concentrate on delivering superior quality and service to our customers and to invest in further strengthening and growing our core businesses to increase value for our shareholders." Under the terms of the agreement with respect to the company's North American Interior business, WL Ross and Franklin would make aggregate cash contributions of US$75 million to IAC North America, in exchange for the remaining equity, and extend a US$50 million term loan. Lear's North American Interior business has annual sales of approximately US$2.5 billion. Lear expects to record a charge of about US$675 million related to the divestiture of the North American Interior business in the fourth quarter of 2006, and recognize its investment in IAC North America under the equity method of accounting. The closing of the transaction is subject to various conditions, such as the receipt of required third-party consents and other closing conditions customary for transactions of this type. Citigroup Corporate and Investment Banking and UBS Investment Bank acted as financial advisors to Lear in connection with this transaction. In October, Lear said that it had completed the contribution of substantially all of its European Interior business to International Automotive Components Group LLC, another joint venture with WL Ross and Franklin, in exchange for a one-third equity interest in IAC Europe. IAC Europe also owns the European Interior business formerly held by Collins & Aikman Corporation. A full-text copy of the asset purchase agreement is available for free at http://ResearchArchives.com/t/s?1638 A full-text copy of the limited liability company agreement is available for free at http://ResearchArchives.com/t/s?1639 Southfield, Mich.-based Lear Corporation (NYSE: LEA) -- http://www.lear.com/-- is a global supplier of automotive interior systems and components. Lear provides complete seat systems, electronic products, electrical distribution systems, and other interior products. Lear also operates in Argentina, Austria, Belgium, Brazil, Canada, China, Czech Republic, United Kingdom, France, Germany, Honduras, Hungary, India. Italy, Japan, Mexico, Morocco, Netherlands, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Thailand, Tunisia, Turkey and Venezuela. * * * As reported in the Troubled Company Reporter-Europe on Nov. 23, Fitch Ratings assigned a rating of 'B/RR4' to Lear's US$900 million senior unsecured notes. In a TCR-Europe report on Nov. 22, Standard & Poor's Ratings Services assigned its 'B-' ratings to Lear Corp.'s US$300 million senior notes due 2013 and its US$400 million senior notes due 2016. Lear's 'B+' corporate credit and other ratings were affirmed. The outlook is negative. Moody's Investors Service has assigned a B3, LGD4, 61% rating to Lear Corporation's new offering of US$700 million of unsecured notes. At the same time, Moody's affirmed Lear's Corporate Family Rating of B2, Speculative Grade Liquidity rating of SGL-2 and negative outlook. All other long-term ratings are unchanged. LEAR CORP: 2006 Third Quarter Net Loss Down to US$74 Million ------------------------------------------------------------ Lear Corp. has filed its third quarter financial statements ended Sept. 30, 2006, with the U.S. Securities and Exchange Commission. For the three months ended Sept. 30, 2006, the company reported a US$74 million net loss compared with a US$750.1 million net loss in the comparable quarter of 2005. For the third quarter of 2006, Lear posted net sales of US$4.1 billion and a pretax loss of US$65.9 million, including US$46.1 million related to restructuring costs and a loss on the divestiture of the Company's European Interior business. These results compare with year-earlier net sales of US$4 billion and a pretax loss of US$787.8 million, including US$777.7 million related to impairments and restructuring costs. Net loss for the third quarter of 2006 was US$74 million. This compares with a net loss of US$750.1 million for the third quarter of 2005. "In response to very challenging industry conditions, we are continuing to aggressively implement cost reduction and restructuring actions to improve future profitability. Margins in our Seating business are showing solid improvement, and the actions we are taking to improve our manufacturing footprint will benefit our Electronic and Electrical margins in the future. We are also moving forward with our strategy to put in place a new, more sustainable business model for our Interior segment," Lear chairman and chief executive officer Bob Rossiter said. Net sales were up from the prior year, primarily reflecting the addition of new business globally, offset in large part by lower production in North America and Europe. Operating performance was slightly below the year-earlier results, reflecting the adverse impact of lower production and higher raw material costs, largely offset by the benefit of new business and cost reductions in our core businesses. Free cash flow was negative US$48.2 million for the third quarter of 2006. (Net cash provided by operating activities was negative US$8.1 million.) Lear continued to make progress on important strategic initiatives, including the completion of a transaction to contribute substantially all of its European Interior business to International Automotive Components Group LLC in return for a 1/3 equity interest. With respect to the Company's North American Interior business, it has reached a definitive agreement with WL Ross & Co. LLC and Franklin Mutual Advisers LLC to transfer substantially all of its assets. Lear is also aggressively expanding its business in Asia and with Asian automakers globally, and was awarded several new Asian programs during the third quarter. The Company's recent agreement to issue US$200 million of common stock provides additional operating and financial flexibility, allowing the Company to invest in and further strengthen its core businesses. Additionally, the company continued to develop new products and technologies, including the industry's first solid-state Smart Junction Box. Full-Year 2006 Guidance On Oct. 16, 2006, the Company completed the contribution of substantially all of its European Interior business to International Automotive Components Group, LLC. Accordingly, Lear's full-year financial results will reflect Lear's minority interest in the joint venture on an equity basis for the fourth quarter. For the full year of 2006, Lear expects worldwide net sales of about US$17.7 billion, reflecting recently announced production cuts in North America and the divestiture of the Company's European Interior business. Lear anticipates full-year income before interest, other expense, income taxes, impairments, restructuring costs and other special items (core operating earnings) to be in the range of US$345 million to US$375 million. Restructuring costs for the full year are estimated to be in the range of US$105 million to US$115 million. Full-year interest expense is estimated to be in the range of US$210 million to US$215 million. Pretax income before impairments, restructuring costs and other special items is estimated to be in the range of US$65 to US$95 million. Income tax expense is estimated to be approximately US$40 million in the fourth quarter, subject to the actual mix of financial results by country. Full-year capital spending is estimated to be in the range of US$380 million to US$390 million. Free cash flow for the full year is expected to be about breakeven. Fourth quarter industry production assumptions underlying Lear's financial outlook include 3.7 million units in North America, down 5% from a year ago, and 4.7 million units in Europe, down 1% from a year ago. Lear's major platforms in North America are expected to be down significantly more than the industry average. Preliminary 2007 Outlook With respect to its core Seating, Electronic and Electrical businesses, the company estimates that it will add new business of about US$800 million. Seating margins are expected to continue to improve to the mid-5% level. In the Electronic and Electrical segment, the company is continuing to implement aggressive restructuring actions, and it expects margins to improve during the course of the year to the 5.5% to 6% range. These margins assume an industry production environment roughly in line with 2006 and reflect underlying operating margins, excluding restructuring costs and other special items. Capital spending for 2007 in its core businesses is expected to be in the range of US$250 million to US$280 million. Free cash flow is expected to return to a solid positive level. At Sept. 30, 2006, the company's balance sheet showed US$8.451 billion in total assets, US$7.328 billion in total liabilities, and US$1.123 billion in total stockholders' equity. Full-text copies of the company's third quarter financials are available for free at http://ResearchArchives.com/t/s?163a Southfield, Mich.-based Lear Corporation (NYSE: LEA) -- http://www.lear.com/-- is a global supplier of automotive interior systems and components. Lear provides complete seat systems, electronic products, electrical distribution systems, and other interior products. Lear also operates in Argentina, Austria, Belgium, Brazil, Canada, China, Czech Republic, United Kingdom, France, Germany, Honduras, Hungary, India. Italy, Japan, Mexico, Morocco, Netherlands, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Thailand, Tunisia, Turkey and Venezuela. * * * As reported in the Troubled Company Reporter-Europe on Nov. 23, Fitch Ratings assigned a rating of 'B/RR4' to Lear's US$900 million senior unsecured notes. In a TCR-Europe report on Nov. 22, Standard & Poor's Ratings Services assigned its 'B-' ratings to Lear Corp.'s US$300 million senior notes due 2013 and its US$400 million senior notes due 2016. Lear's 'B+' corporate credit and other ratings were affirmed. The outlook is negative. Moody's Investors Service has assigned a B3, LGD4, 61% rating to Lear Corporation's new offering of US$700 million of unsecured notes. At the same time, Moody's affirmed Lear's Corporate Family Rating of B2, Speculative Grade Liquidity rating of SGL-2 and negative outlook. All other long-term ratings are unchanged. NETOPSYSTEMS AG: Creditors' Meeting Slated for December 7 --------------------------------------------------------- The court-appointed provisional administrator for Netopsystems AG, Detlef Ruediger Beckmann, will present his first report on the Company's insolvency proceedings at a creditors' meeting at 10:15 a.m. on Dec. 7. The meeting of creditors and other interested parties will be held at: The District Court of Charlottenburg II. Stock Hall 218 District Court Place 1 14057 Berlin, Germany The Court will also verify the claims set out in the administrator's report at 10:05 a.m. on March 15, 2007, at the same venue. Creditors have until Jan. 18, 2007, to register their claims with the court-appointed provisional administrator. The District Court of Charlottenburg opened bankruptcy proceedings against Netopsystems AG on Oct. 20. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be reached at: Netopsystems AG c/o Rechtsanwalte Brehm & v. Moers Anna-Louisa-Karsch-Road 2 10178 Berlin, Germany The administrator can be reached at: Dr. Detlef Ruediger Beckmann Lietzenburger Road 77 10719 Berlin, Germany PMP DIENSTLEISTUNG: Claims Registration Ends December 6 ------------------------------------------------------- Creditors of PMP Dienstleistung GmbH have until Dec. 6 to register their claims with court-appointed provisional administrator Tatjana Gotsch. Creditors and other interested parties are encouraged to attend the meeting at 10:45 a.m. on Jan. 17, 2007, at which time the administrator will present her first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Chemnitz Hall 28 Law Courts Prince Road 21 Chemnitz, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Chemnitz opened bankruptcy proceedings against PMP Dienstleistung GmbH on Oct. 24. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: PMP Dienstleistung GmbH Attn: Jens Poege, Manager Heinrich-Heine-Road 12-14 08223 Falkenstein, Germany The administrator can be contacted at: Tatjana Gotsch Buettenstr. 4 08058 Zwickau, Germany E-mail: widera@zwickau-net.de SAGARRA WOHNDECOR: Creditors' Meeting Slated for December 6 ----------------------------------------------------------- The court-appointed provisional administrator for Sagarra Wohndecor GmbH Stilmoebel Inneneinrichtung, Udo Feser, will present his first report on the Company's insolvency proceedings at a creditors' meeting at 9:25 a.m. on Dec. 6. The meeting of creditors and other interested parties will be held at: The District Court of Charlottenburg II. Stock Hall 218 District Court Place 1 14057 Berlin, Germany The Court will also verify the claims set out in the administrator's report at 9:00 a.m. on March 21, 2007, at the same venue. Creditors have until Jan. 22, 2007, to register their claims with the court-appointed provisional administrator. The District Court of Charlottenburg opened bankruptcy proceedings against Sagarra Wohndecor GmbH Stilmoebel Inneneinrichtung on Oct. 27. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be reached at: Sagarra Wohndecor GmbH Stilmoebel Inneneinrichtung Fasanenstr. 67 10719 Berlin, Germany The administrator can be reached at: Udo Feser Uhlandstr. 165/166 10719 Berlin, Germany SCHEFENACKER AG: S&P Lowers Junk Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on German automotive parts supplier Schefenacker AG to 'SD' (selective default) from 'CCC-'. At the same time, the rating was removed from CreditWatch, where it had been placed with negative implications on Sept. 12, 2006, following the company's announcement that it had appointed financial-restructuring experts. The 'C' long-term debt rating on the Schefenacker's EUR200-million subordinated notes maturing in 2014 remains on CreditWatch with negative implications. The downgrade follows Schefenacker's announcement that it has extended until mid-December 2006 its standstill agreement reached on Nov. 2, 2006, with the majority of the lenders of its EUR50-million revolving credit facility and EUR155-million senior term loan. The agreement grants a deferral of interest payments on these facilities. "According to our criteria, the missed payment of contractually due interest constitutes a selective default," said Standard & Poor's credit analyst Barbara Castellano. The company has stated that it is current in all scheduled payments for its other liabilities. Schefenacker is working on a financial restructuring plan involving the injection of fresh capital from its sole shareholder, the acceptance of less onerous conditions by the second lien lenders, and the conversion of the EUR200-million subordinated bond into equity. At the same time, Schefenacker AG is waiting for the approval from bondholders to migrate to the U.K. The aim is to conclude the restructuring negotiations by year-end. "Assuming the described plan is completed, we will likely subsequently raise the rating to reflect the group's longer term operating and financial outlook," said Ms. Castellano. "Failure to accomplish the financial restructuring, however, would push Schefenacker's rating into default." STARPRODUCTION GMBH: Creditors' Meeting Slated for December 6 ------------------------------------------------------------- The court-appointed provisional administrator for StarProduction GmbH, Udo Feser, will present his first report on the Company's insolvency proceedings at a creditors' meeting at 9:30 a.m. on Dec. 6. The meeting of creditors and other interested parties will be held at: The District Court of Charlottenburg II. Stock Hall 218 District Court Place 1 14057 Berlin, Germany The Court will also verify the claims set out in the administrator's report at 9:05 a.m. on March 21, 2007, at the same venue. Creditors have until Jan. 22, 2007, to register their claims with the court-appointed provisional administrator. The District Court of Charlottenburg opened bankruptcy proceedings against StarProduction GmbH on Oct. 27. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be reached at: StarProduction GmbH Monbijouplatz 10 10178 Berlin, Germany The administrator can be reached at: Udo Feser Uhlandstr. 165/166 10719 Berlin, Germany TIEFBAU KAHMANN: Claims Registration Ends December 6 ---------------------------------------------------- Creditors of Tiefbau Kahmann GmbH & Co KG have until Dec. 6 to register their claims with court-appointed provisional administrator Joerg Sievers. Creditors and other interested parties are encouraged to attend the meeting at 10:00 a.m. on Jan. 10, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Stralsund Hall A4 21 4th Floor House A Franconia Dam 17 Stralsund, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Stralsund opened bankruptcy proceedings against Tiefbau Kahmann GmbH & Co KG on Nov. 1. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Tiefbau Kahmann GmbH & Co KG Attn: Hans-Dieter Kahmann, Manager Industriestr. 12 18528 Bergen, Germany The administrator can be contacted at: Joerg Sievers R.-Blum-Str. 1 17489 Greifswald, Germany Z.A.P. MANAGEMENT: Claims Registration Ends December 8 ------------------------------------------------------ Creditors of Z.A.P. Management GmbH have until Dec. 8 to register their claims with court-appointed provisional administrator Hendrik Rogge. Creditors and other interested parties are encouraged to attend the meeting at 10:40 a.m. on Jan. 11, 2007, at which time the administrator will present his first report on the insolvency proceedings. The meeting of creditors will be held at: The District Court of Hamburg Hall B 405 (Civil Law Courts) 4th Floor Anbau Sievkingplatz 1 20355 Hamburg, Germany The Court will also verify the claims set out in the administrator's report during this meeting, while creditors may constitute a creditors' committee or opt to appoint a new insolvency manager. The District Court of Hamburg opened bankruptcy proceedings against Z.A.P. Management GmbH on Oct. 19. Consequently, all pending proceedings against the company have been automatically stayed. The Debtor can be contacted at: Z.A.P. Management GmbH Attn: Marcus Planer, Manager Wandsbeker Chaussee 224 22089 Hamburg, Germany The administrator can be contacted at: Hendrik Rogge Albert-Einstein-Ring 15 22761 Hamburg, Germany =========== G R E E C E =========== CENTRAL PARKING: Retains Blackstone Group as Financial Advisor -------------------------------------------------------------- Central Parking Corporation has retained The Blackstone Group L.P. as its financial advisor to assist the Company in exploring strategic alternatives to enhance stockholder value. "The Company has engaged The Blackstone Group L.P. to assist management and the Board in evaluating the assets and operations of the Company in order to develop possible alternative strategies to achieve greater stockholder value," Emanuel J. Eads, President and Chief Executive Officer of Central Parking, said. "These alternatives may include a complete or partial sale of the Company, a merger or a decision to take no action at this time. Although the Company has met with certain interested parties, at this time no agreements or understandings have been reached with any party as to the terms of a possible transaction. There is no certainty that any such transaction will actually occur in either the short or long term and the Company is continuing to implement its previously announced strategic plan. "Central Parking does not intend to issue any other press release or make any other comments relating to the subject matter referenced above until such time, if ever, as it enters into a definitive agreement with a third party or parties in connection with any such transaction or series of transactions or determines to terminate this strategic process," Mr. Eads added. Headquartered in Nashville, Tennessee, Central Parking Corporation -- http://www.parking.com/-- provides parking and transportation-related services. As of Sept. 30, 2006, the Company operated around 3,100 parking facilities containing around 1.5 million spaces at locations in 37 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Chile, Colombia, Peru, Spain, Switzerland, and Greece. * * * 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. consumer services sector in September 2006, the rating agency confirmed its Ba3 Corporate Family Rating for Central Parking Corporation. Additionally, Moody's revised or held its probability-of-default ratings and assigned loss-given-default ratings on these loan obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- US$74-million Sec. term loan due 2010 Ba3 Baa3 LGD2 15% US$225 million Sec. revolver due 2008 Ba3 Baa3 LGD2 15% US$78 million 5.25% convertible trust issued preferred securities B2 B2 LGD6 93% CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Nashville, Tennessee-based Central Parking Corp., including the 'B+' corporate credit rating, on CreditWatch with negative implications. The company had about US$209.4 million of total debt at June 30, 2006. The CreditWatch listing comes after Central Parking's recent report that it has engaged The Blackstone Group L.P. to assist management and the board of directors in pursuing various strategic alternatives, including a partial or complete sale of the company, or a possible merger. The company does not plan to release any additional information about the status of this review until a definitive agreement is entered into or the strategic review process is completed. "Although the ultimate outcome of this process is uncertain, these strategic alternatives could potentially weaken credit protection measures to levels below those appropriate for the current rating," noted Standard & Poor's credit analyst Mark Salierno. "In the event that a sale to a financially stronger company is announced, we would consider revising the CreditWatch listing. We will monitor developments associated with a potential sale of the company in order to assess the rating implications." NAVIOS MARITIME: Offering US$300-Million Senior Notes Due 2014 -------------------------------------------------------------- Navios Maritime Holdings Inc. intends to offer around US$300 million of senior notes due 2014, subject to market and other conditions. The Notes will be offered and sold in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended -- and in offshore transactions to non-United States persons in reliance on Regulation S under the Securities Act. The Notes to be issued by Navios will be fully and unconditionally guaranteed by the Company's existing subsidiaries, except for Corporacion Navios Sociedad Anonima, and certain future subsidiaries. The net proceeds of the offering are intended to be used to repay borrowings under the Company's existing credit facility. The Notes and related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or for the benefit of U.S. persons unless so registered except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws in other jurisdictions. About the Company Navios Maritime Holdings Inc. -- http://www.navios.com/-- is a vertically integrated global seaborne shipping company, specializing in the worldwide carriage, trading, storing, and other related logistics of international dry bulk cargo transportation. The company also owns and operates a port/storage facility in Uruguay and has in-house technical ship management expertise. It maintains offices in Piraeus, Greece, South Norwalk, Connecticut and Montevideo, Uruguay. * * * In November 2006, Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to Greece-based dry-bulk shipping company Navios Maritime Holdings Inc. At the same time, Standard & Poor's assigned its preliminary 'B' debt rating to Navios' proposed US$300-million senior unsecured bonds. S&P said the outlook is stable. NAVIOS MARITIME: Moody's Rates US$300-Mln Sr. Notes at (P)B2 ------------------------------------------------------------ Moody's Investors Service assigned a Corporate Family Rating of B1 to Navios Maritime Holding Inc., at the same time it assigned a (P)B2 to the company proposed US$300-million Senior Unsecured Notes issuance due 2014. The one notch below the CFR reflects the level of relative subordination in the capital structure to the current amount of priority secured debt outstanding, as well as any future secured debt that may be incurred. The proceeds of the issuance will be utilized to repay part of the existing indebtedness. Moody's expects to remove the provisional status and affirm the rating upon satisfactory review of final documentation and completion of the issuance. The outlook of the ratings is stable. The CFR B1 rating reflects: (i) Navios's efficient and modern fleet; (ii) the good quality of the current customer base; (iii) the experienced management team; and (iv) strong market fundamentals. However the CFR also take into account: (i) Navios's limited size and diversification; (ii) the high operational and financial leverage; and (iii) the long term risk of highly cyclical dry bulk sector. Ratings assigned: Navios Maritime Holding Inc -- B1 Corporate Family Rating; and -- (P)B2 Senior Unsecured Rating of (P)B2 to the US$300-million notes due 2014. All ratings are stable. Navios is a vertically integrated global seaborne shipping company, specializing in the worldwide carriage, trading, storing, and other related logistics of international dry bulk cargo transportation. Currently, the Company operates a fleet of 33 vessels (2.2 million DWT). In Financial Year 2005 Navios totalled revenues for about US$240 million. NAVIOS MARITIME: High Leverage Cues S&P's BB- Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to Greece-based dry-bulk shipping company Navios Maritime Holdings Inc. At the same time, Standard & Poor's assigned its preliminary 'B' debt rating to Navios' proposed US$300-million senior unsecured bonds. The outlook is stable. "The ratings reflect the dry-bulk shipping sector's below- average industry characteristics; Navios' relatively weak credit measures, largely owing to high leverage; and some exposure toward short-term speculative derivatives trading," said Standard & Poor's credit analyst Andreas Kindahl. "These risks are balanced by Navios' high level of medium-term contract coverage; solid reputation as a quality operator; and modern, high-quality vessel fleet." At Sept. 30, 2006, NASDAQ-listed Navios owned 16 dry-bulk vessels (10 Ultra-Handymax and six Panamax vessels) and chartered in 16 vessels on favorable long-term charters (the company has purchase options on eight of these, one of which was recently exercised). The average age of Navios' fleet is 4.4 years, which compares favorably with the industry average of about 15 years. The company also owns and operates the largest bulk terminal in Uruguay. "Standard & Poor's expects that the company's modern fleet and high--albeit relatively short--contract coverage should enable it to maintain a credit profile and competitive position in line with the ratings in the medium term," Mr. Kindahl added. The ratings incorporate our expectation of fairly significant cyclical swings in earnings and cash flows as a result of the inherent volatility of the sector in which Navios operates. Investments are expected to be funded to ensure that the company's financial profile does not deteriorate from expected levels. Standard & Poor's expects EBITDA interest coverage and funds from operations to debt to average about 3x and 20%, respectively, over the business cycle. Negative pressure on the ratings could be exerted through excessive debt-funded investments, an unexpected large dividend distribution, or a prolonged market downturn, which would lead to a deterioration of credit measures. Positive rating movement, although unlikely in the near to medium term, could arise if strong market conditions are sustained, the balance sheet is successfully deleveraged, and the company maintains a careful expansion policy. ============= I R E L A N D ============= CORNERSTONE TITAN: S&P Affirms BB Rating on Class G Notes --------------------------------------------------------- Standard & Poor's Ratings Services removed from CreditWatch with positive implications and raised its credit ratings on the class C and D notes issued by Cornerstone Titan 2005-2 PLC. At the same time, the ratings on the class A, X, B, F, and G notes were affirmed and the class E notes were removed from CreditWatch and affirmed. The rating actions follow a review of the Cornerstone Titan 2005-2 transaction based on data provided by the servicer, Capmark Services (Ireland) Ltd. The transaction closed in December 2005 and was originally backed by seven loans secured on nine commercial real estate properties in England with a concentration in central London. It was the second transaction in the Cornerstone Titan program to be undertaken by Credit Suisse and GMAC Commercial Mortgage Bank Europe PLC. Of the original loan pool, two loans have fully prepaid to date. The Bankside Estate Portfolio loans: Bankside and New Court (together 61.3% of the original pool balance), prepaid at the October 2006 interest payment date. "The prepayments have resulted in improved credit enhancement levels and LTV ratios and, subsequently, [Thurs]day's raising of the ratings on the class C and D notes," said credit analyst Esther Robinson Wild. The original portfolio consisted of eight buildings, predominantly in office use, and one retail building. Currently, six of the offices and the retail property remain in the portfolio. Ratings List Cornerstone Titan 2005-2 PLC EUR398.78-Million Commercial Mortgage-Backed Floating-Rate Notes Rating ------ Class To From ----- -- ---- Ratings Removed From CreditWatch With Positive Implications and Raised C AAA AA/Watch Pos D AA A/Watch Pos Rating Removed From CreditWatch With Positive Implications and Affirmed E BBB BBB/Watch Pos Ratings Affirmed A AAA X AAA B AAA F (1) BBB G (1) BB (1) Subject to an available funds cap mechanism. Holders of the class F and G notes may receive a variable interest coupon in the event of certain loan prepayment scenarios. EUROMAX V: Fitch Rates EUR5-Million Class B2 Notes at BB- --------------------------------------------------------- Fitch Ratings assigned Euromax V ABS PLC's issue of EUR307.5 million floating-rate notes final ratings. The transaction is a securitization of structured finance assets including primarily residential and commercial mortgage-backed securities. -- EUR4.5 million Class X floating-rate note due 2013: AAA; -- EUR210 million Class A1 floating-rate note due 2095: AAA; -- EUR20 million Class A2 floating-rate note due 2095: AAA; -- EUR18 million Class A3 floating-rate note due 2095: AA; -- EUR21.5 million Class A4 deferrable floating-rate note due 2095: A; -- EUR22 million Class B1 deferrable floating-rate note due 2095: BBB-; -- EUR5 million Class B2 deferrable floating-rate note due 2095: BB-; -- EUR5 million Class D1 combination notes due 2095: A; and -- EUR7.5 million Class D2 combination notes due 2095: A. The ratings on the Class X, A1, A2 and A3 notes address the likelihood that investors will receive full and timely payments of interest and ultimate repayment of principal by the legal final maturity date, according to the conditions of the notes. The ratings on the Class A4, B1 and B2 notes address the likelihood that investors will receive ultimate repayment of principal and interest, including deferred interest, by the legal final maturity date, according to the conditions of the notes. The ratings on the Class D1 and D2 combination notes address the ultimate receipt of the rated balance from funds received on their components by the legal final maturity date, according to the conditions of the notes. The ratings are based on the credit enhancement provided to the various Classes of notes in the form of subordination, structural protection and excess spread. Credit enhancement, in the form of subordination, for the A1 notes totals 30%, of which 6.7% is provided by the A2 notes, 6% by the A3 notes, 7.2% by the A4 notes, 7.3% by the B1 notes, 1.7% by the B2 notes and 1.17% by the unrated subordinated C notes. Some of the EUR6.5 million proceeds from the subordinated notes will be used to pay certain initial expenses of the issuer rather than to purchase collateral and therefore will not be available for subordination. The ratings are also based on the quality and diversity of the portfolio of assets, which are selected by the collateral manager, Collineo Asset Management GmbH, subject to the guidelines outlined in the collateral management agreement. The guidelines limit the collateral manager's portfolio allocations with respect to obligor, industry and asset type. Collineo will actively manage the collateral over the six-year reinvestment period. Collineo has the ability, amongst other things, to invest in primarily RMBS and CMBS assets, and, to a lesser extent, CDOs, SME CDOs and real estate B-notes. Euromax V is one of the first Fitch-rated European CDOs of ABS to include the ability for the manager to invest in B-notes. Collineo's CDO Asset Manager Rating of CAM 2 was affirmed on Oct. 27. Euromax V ABS PLC is a limited liability company incorporated under the laws of Ireland. At the closing date, the issuer purchased or committed to purchase at least 70% of the target portfolio; the remainder will be purchased over the following nine months. SCOTTISH RE: Declares Dividend on Perpetual Preferred Shares ------------------------------------------------------------ The Board of Directors of Scottish Re Group Ltd. declared a cash dividend of US$0.4531 per Perpetual Preferred Share outstanding to be paid on Jan. 15, 2007 to Perpetual Preferred Share shareholders of record as of the close of business on Jan. 2, 2007. About Scottish Re Scottish Re Group Limited -- http://www.scottishre.com/-- provides reinsurance of life insurance, annuities and annuity- type products through its operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and Windsor, England. At March 31, 2006, the reinsurer's balance sheet showed US$12.2 billion assets and US$10.8 billion in liabilities * * * As reported in the TCR-Europe on Nov. 29, Moody's Investors Service continues to review the ratings of Scottish Re Group Ltd. with direction uncertain following the announcement by the company that it has entered into an agreement to sell a majority stake to MassMutual Capital Partners LLC, a member of the MassMutual Financial Group and Cerberus Capital Management, L.P., a private investment firm. These ratings continue on review with direction uncertain: * Scottish Re Group Limited: -- senior unsecured debt of Ba3; -- senior unsecured shelf of (P)Ba3; -- subordinate shelf of (P)B1; -- junior subordinate shelf of (P)B1; -- preferred stock of B2; and -- preferred stock shelf of (P)B2. * Scottish Holdings Statutory Trust II: preferred stock shelf of (P)B1; * Scottish Holdings Statutory Trust III: preferred stock shelf of (P)B1; * Scottish Annuity & Life Insurance Co (Cayman) Ltd.: insurance financial strength of Baa3; * Premium Asset Trust Series 2004-4: senior secured debt of Baa3 (based on IFS of SALIC); * Scottish Re (U.S.), Inc.: insurance financial strength of Baa3; * Stingray Pass-Through Certificates: senior secured debt of Baa3 (based on IFS rating of SALIC). At the same time, Standard & Poor's Ratings Services revised the CreditWatch status of its ratings on Scottish Re Group Ltd., Scottish Re's operating companies, and dependent unwrapped securitized deals to positive from negative. The ratings on securitizations that are wrapped or independent of the credit quality of Scottish Re have been affirmed. Scottish Re has a 'CCC' counterparty credit rating, and Scottish Re's operating companies have 'B+' counterparty credit and financial strength ratings. These ratings were placed on CreditWatch negative on July 31, 2006, when Scottish Re announced poor second-quarter results and that liquidity was tight. Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain on Rating Watch Negative following the announcement that SCT has entered into an agreement which will result in a new equity investment into the company of US$600 million. SCT's ratings were placed on Rating Watch Negative on July 31, due to concerns regarding the company's ability to repay US$115 million of senior convertible notes that are expected to be put to the company on Dec. 6. The ratings remain on Rating Watch Negative: Scottish Annuity & Life Insurance Company (Cayman) Limited -- IFS at BBB. Scottish Re (U.S.) Inc. -- IFS at BBB. Scottish Re Limited -- IFS at BBB. Scottish Re Group Limited -- IDR at BB; -- 4.5% US$115 million senior convertible notes at BB-; -- 5.875% US$142 million hybrid capital units at B+; and -- 7.25% US$125 million non-cumulative perpetual preferred stock at B+. A.M. Best Co. has downgraded the Financial Strength Rating to B from B+ and the issuer credit ratings to "bb+" from "bbb-" of the primary operating insurance subsidiaries of Scottish Re Group Limited. A.M. Best has also downgraded the ICR of Scottish Re to "b" from "bb-" and all of Scottish Re's debt ratings. All ratings remain under review with negative implications. The FSR has been downgraded to B from B+ and the ICRs have been downgraded to "bb+" from "bbb-" and remain under review with negative implications for the following subsidiaries of Scottish Re Group Limited: -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.; -- Scottish Re (U.S.), Inc.; -- Scottish Re Life Corporation; -- Scottish Re Limited; and -- Orkney Re, Inc. The ICR has been downgraded to "b" from "bb-" and remains under review with negative implications for Scottish Re Group Limited. These debt ratings have been downgraded and remain under review with negative implications: Scottish Re Group Limited -- to "b" from "bb-" on US$115 million 4.5% senior unsecured convertible notes, due 2022; -- to "ccc+" from "b" on US$143 million 5.875% of hybrid capital units, due 2007; and -- to "ccc+" from "b" on US$125 million non-cumulative preferred shares. Stingray Pass-thru Trust -- to "bb" from "bbb-" on US$325 million senior unsecured pass-thru certificates, due 2012 These indicative ratings for debt securities under the shelf registration have been downgraded and remain under review with negative implications: Scottish Re Group Limited -- -- to "ccc+" from "b" on preferred stock; -- to "b-" from "b+" on subordinated debt; and -- to "b" from "bb-" on senior unsecured debt; Scottish Holdings Statutory Trust II and III --to "b-" from "b+" on preferred securities STIEFEL LAB: Moody's Assigns Low-B Ratings on Credit Facilities --------------------------------------------------------------- Moody's assigned a Ba3 and a B3 rating to the proposed first and second lien credit facilities, respectively, of Stiefel Laboratories, Inc. Moody's also assigned Stiefel a Corporate Family Rating of B1. The outlook for the ratings is stable. This is the first time Moody's has assigned ratings for Stiefel. The proceeds of the proposed offering are expected to be used primarily to acquire the stock of Connetics Corp. for around US$620 million, retire Connectics' outstanding debt and refinance the existing debt of Stiefel. Stiefel's rating reflects the key factors enumerated in Moody's Global Pharmaceutical Rating Methodology. The B1 Corporate Family Rating reflects the modest scale of the combined company with pro forma revenue for the twelve months ended Sept. 30 of around US$730 million. The proposed acquisition of Connetics is the company's largest acquisition to date and the related financing will result in a significant increase in financial leverage. Following the transaction, the company's funded debt of US$810 million will exceed pro forma revenue. The considerable financial leverage along with increased capital spending in the next few years are also expected to constrain cash flow coverage of debt in the near term. However, Moody's expects the company to be able to generate sufficient cash flow to fund the increased capital spending and to reduce debt. Additionally, the combined company will have a fairly diverse product mix with the top three products generating about 34% of pro forma sales for the fiscal year ended March 31, 2006. Moody's believes the company's diverse product portfolio, spanning multiple indications, including acne, psoriasis and dermatoses, should be a credit positive over the rating horizon. Further, the combined company has modest exposure to patent expirations and challenges over the near term. The stable ratings outlook reflects our expectation that sustained sales growth and cost savings initiatives associated with the combination of the two companies should contribute to a continuation of positive operating results and stable cash flow over the rating horizon. Sales of dermatological products should continue to be fueled by favorable demographics and lifestyle trends. Also contributing to the stable outlook is the expectation of a conservative acquisition strategy following the Connetics transaction and the anticipation that free cash flow will be used to repay debt. If Stiefel continues to grow revenues, maintains its positive margin performance and returns to its conservative leverage profile, Moody's could change the rating outlook to positive or upgrade the rating. Downward rating pressure could result from any of these circumstances: * integration issues arising from the acquisition of Connetics; * a material decline in revenue and cash flow caused by generic competition for Soriatane; * the loss of patent protection and resulting competition for OLUX; or large cash-financed acquisitions. These are the summary of ratings assigned. The ratings remain subject to Moody's review of final documentation. -- US$75-million senior secured first lien revolving credit facility, Ba3 (LGD3, 41%); -- US$623-million senior secured first lien term loan, Ba3 (LGD3, 41%); -- US$150-million senior secured second lien term loan, B3 (LGD6, 91%); -- Corporate Family Rating, B1; and -- Probability of Default Rating, B1. Headquartered in Coral Gables, Florida, Stiefel Laboratories, Inc. is a privately held pharmaceutical company specializing in dermatological products. Stiefel has nearly 160 years of experience in dermatology and currently markets over 160 products in more than 100 countries. The company manufactures and markets a variety of prescription and non-prescription dermatological products, including Duac, Brevoxyl and Rosac Cream. Stiefel recognized around US$550 million of revenue for the twelve months ended Sept. 30, 2006. =================== K A Z A K H S T A N =================== AHELES LLP: Creditors' Claims Due Jan. 5, 2007 ---------------------------------------------- The Specialized Inter-Regional Economic Court of North Kazakhstan Region entered on Sept. 25 an order placing LLP Aheles into compulsory liquidation. Creditors have until Jan. 5, 2007, to submit written proofs of to: LLP Aheles Sutushev Str. 58 Petropavlovsk North Kazakhstan Region Kazakhstan Tel: 8 (3152) 46-46-26 Fax: 8 (3152) 46-35-83 AIRO TRAVEL: Claims Filing Period Ends Jan. 5, 2007 --------------------------------------------------- LLP Airo Travel has declared insolvency. Creditors have until Jan. 5, 2007, to submit written proofs of claim to: LLP Airo Travel Micro District 9, 52-8 Almaty, Kazakhstan Tel: 8 (3272) 42-69-57, 92-92-47 ALAU-PROGRESS: Almaty Court Starts Bankruptcy Procedure ------------------------------------------------------- The Specialized Inter-Regional Economic Court of Almaty commenced bankruptcy proceedings against LLP Scientific- Manufacturing Company Alau-Progress (RNN 600200082998) on Nov. 3. KABIKOV & K: Claims Registration Ends Jan. 5, 2007 -------------------------------------------------- The Specialized Inter-Regional Economic Court of North Kazakhstan Region entered on Sept. 25 an order placing LLP Kabikov & K into compulsory liquidation. Creditors have until Jan. 5, 2007, to submit written proofs of claim to: LLP Kabikov & K Sutushev Str. 58 Petropavlovsk North Kazakhstan Region Kazakhstan Tel: 8 (3152) 46-46-26 Fax: 8 (3152) 46-35-83 LUMINA LLP: Almaty Court Begins Bankruptcy Proceedings ------------------------------------------------------ The Specialized Inter-Regional Economic Court of Almaty commenced bankruptcy proceedings against LLP Lumina (RNN 600200082932) on Oct. 31. OREL LLP: Creditors' Claims Due Jan. 9 -------------------------------------- The Specialized Inter-Regional Economic Court of East Kazakhstan Region declared LLP Orel insolvent on Oct. 9. Creditors have until Jan. 9 to submit written proofs of claim to: LLP Orel Ushanov Str. 78-27 Ust-Kamenogorsk East Kazakhstan Region Kazakhstan Tel/Fax: 8 (3232) 26-24-41 PETROPAVLOVSK LLP: Claims Filing Period Ends Jan. 3, 3007 --------------------------------------------------------- LLP Preko Consulting Petropavlovsk has declared insolvency. Creditors have until Jan. 3, 2007, to submit written proofs of claim to: LLP Petropavlovsk Jumabaev Str. 109-502 Petropavlovsk North Kazakhstan Region Kazakhstan PROMMARKETSERVICE LLP: Aktube Court Starts Bankruptcy Procedure --------------------------------------------------------------- The Specialized Inter-Regional Economic Court of Aktube Region commenced bankruptcy proceeding against LLP Prommarketservice on Oct. 24. URALSK AUDIT: Proof of Claim Deadline Slated for Jan. 9, 2007 ------------------------------------------------------------- LLP Uralsk Audit has declared insolvency. Creditors have until Jan. 9, 2007, to submit written proofs of claim to: LLP Uralsk Audit Savichev Str. 43/1 Uralsk West Kazakhstan Region Kazakhstan Tel: 8 (3112) 50-05-71 =================== K Y R G Y Z S T A N =================== TECHNICHESKOYE SERVISNOYE: Creditors' Claims Due Jan. 12, 2007 -------------------------------------------------------------- LLC Technical Service Supply Technicheskoye Servisnoye Snabjeniye has declared insolvency. Creditors have until Jan. 12, 2007, to submit written proofs of claim to: LLP Technicheskoye Servisnoye Snabjeniye Shota Rustaveli Str. 60-16 Bishkek, Kyrgyzstan ===================== N E T H E R L A N D S ===================== LUCENT TECHNOLOGIES: Completes Merger with Alcatel SA ----------------------------------------------------- Alcatel S.A. and Lucent Technologies Inc. completed their merger transaction and will begin operating as the world's leading communication solutions provider on Dec. 1, 2006. The new company Alcatel-Lucent, with one of the largest global R&D capabilities in communications and the broadest wireless, wire-ine and services portfolio, is incorporated in France, with executive offices located in Paris. The company will be traded on Euronext Paris and the New York Stock Exchange (NYSE) from Dec. 1, 2006 under a new common ticker (Euronext Paris and NYSE: ALU). As a result of the merger, each outstanding share of Lucent common stock has been converted into the right to receive 0.1952 of an Alcatel ADS. In connection with the merger, Alcatel has issued around 878 million shares, which is equivalent to the total number of ADS to be issued to the holders of Lucent common stock. Following the completion of the merger, around 2.31 billion ordinary shares of Alcatel-Lucent are outstanding. "Alcatel-Lucent will be for our customers a partner with the scale and scope to design, build and manage increasingly complex networks that deliver advanced converged services and communications experience to the end-user," Serge Tchuruk, newly appointed Chairman of the Board of Alcatel-Lucent, said. "That is what Alcatel-Lucent will deliver with an unparalleled focus on execution, innovation and service for our customers: the company will have the most experienced global services team in the telecommunications industry, as well as one of the largest research, technology and innovation organizations in the industry. In fact, our combined company is ideally positioned to help our customers transform their networks so they can offer new kinds of personalized, blended applications and services." "Through this merger, we are bringing together two top-ranking companies to form an undisputed leader in the industry, a company poised to enrich people's lives by transforming the way the world communicates," Patricia Russo, newly appointed Chief Executive Officer of Alcatel-Lucent, added. "Alcatel-Lucent is a strong and enduring ally that service providers, governments and enterprises can count on to help them unlock new market and revenue opportunities. This combination represents a strategic fit of vision, geography, solutions and people, leveraging the best of both companies to deliver meaningful communications solutions that are personalized, simple to adopt and available globally. Both Alcatel and Lucent embraced a common culture of innovation and excellence that will help ensure the success of our merger." With a comprehensive and diversified portfolio of complementary products, Alcatel-Lucent is well positioned to address the fastest growing areas of network transformation. The company is a leader in IPTV, broadband access, carrier IP, IMS and next- generation networks, and 3G spread spectrum (UMTS and CDMA). With more than 18,000 employees working in services worldwide, the company has the largest and most experienced global services team in the industry. In enterprise communications solutions, Alcatel-Lucent is No. 1 in Europe and has more than 250,000 enterprise and government customers worldwide. With a worldwide presence in 130 countries, 79,000 employees -- after completion of the Thales transaction -- and balanced revenues across all regions, Alcatel-Lucent has strong customer relationships with the 100 largest telecommunications operators in the world. The company will have four geographic regions: Asia-Pacific, Europe and North, Europe and South and North America, to answer the needs of service providers, enterprises and end-users in the most advanced telecommunication markets, as well as in high-growth economies. There will be five Business Groups: -- the Wireline Business Group, -- the Wireless Business Group and the Convergence Business Group (addressing the needs of the carrier market), -- the Enterprise Business Group, and -- the Service Business Group. Each Business Group will have a decentralized regional organization that will provide strong local support to customers. In addition there will be several corporate functions that support the company including worldwide-integrated supply chain and procurement, finance, information technology, marketing, human resources, legal and communications. "While our respective corporate structures have changed, one constant remains: our commitment to be a first class corporate citizen and to act in a socially responsible way in interactions with all our stakeholders," said Ms. Russo. Around 23,000 of the 79,000 total number of employees at Alcatel-Lucent are in R&D, including global Bell Labs which will remain headquartered in New Jersey, USA. With EUR2.7 billion invested in R&D in calendar year 2005 by Alcatel and Lucent and 25,000 active patents, Alcatel-Lucent stands as an innovation powerhouse, featuring one of the largest global R&D capabilities in communications ready to partner and collaborate with customers on breakthrough technology. Alcatel-Lucent also leads standards initiatives with some 600 experts participating in 130 standardization bodies. Significant cost synergies are expected to be achieved within three years of closing and will come from several areas, including: -- consolidating support functions, -- optimizing the supply chain and procurement structure, -- leveraging R&D and services across a larger base, and -- reducing the combined worldwide workforce by around 9,000 employees. The merger is expected to result in around EUR1.4 billion in pre-tax annual cost synergies. A substantial majority of the restructuring activity will be completed within 24 months after closing. The transaction is expected to be accretive to earnings per share in the first year post closing with synergies, excluding restructuring charges and amortization of intangible assets. The 14 Members of the Board of Directors are: -- Daniel Bernard, -- W. Frank Blount, -- Jozef Cornu, -- Linnet Deily, -- Robert Denham, -- Edward Hagenlocker, -- Jean-Pierre Halbron, -- Karl Krapek, -- Daniel Leb�gue, -- Patricia Russo, -- Henry Schacht, -- Serge Tchuruk, and -- Sylvia Jay and Jean-Cyril Spinetta, who were not members of either Alcatel Board of Directors or Lucent Board of Directors prior to the merger. There will be two Board observers representing the employee shareholders of the company's Employee Investment Fund: Jean-Pierre Desbois and Thierry de Loppinot. 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. About Lucent Technologies Headquartered in Murray Hill, New Jersey, Lucent Technologies (NYSE: LU) -- http://www.lucent.com/-- designs and delivers the systems, services and software that drive next-generation communications networks. Backed by Bell Labs research and development, Lucent uses its strengths in mobility, optical, software, data and voice networking technologies, as well as services, to create new revenue-generating opportunities for its customers, while enabling them to quickly deploy and better manage their networks. Lucent's customer base includes communications service providers, governments and enterprises worldwide. Lucent also operates in Austria, Belgium, China, Czech republic, Denmark, France, Germany, India, Ireland, Japan, Korean, Brazil, CIS, the Netherlands, Poland, Slovak Republic, Spain, Sweden, Switzerland, Russia, and the United Kingdom. * * * As reported in the TCR-Europe on Nov. 9, Standard & Poor's Ratings Services said that its 'BB' long-term corporate credit rating on France-based Alcatel and its 'B' long-term corporate credit rating on U.S.-based Lucent Technologies Inc. remain on CreditWatch with negative and positive implications, respectively, where they were placed on March 24 on news of the two telecoms equipment makers' plans to merge. The ratings will remain on CreditWatch until completion of the merger and clarification of the ranking and support mechanisms for the various debt classes within the merged group's capital structure. The ratings on the individual debt issues of each company will be clarified at that time. Standard & Poor's 'B' and 'B-1' short-term corporate ratings on Alcatel and Lucent, respectively, are not on CreditWatch and remain unchanged. According to Troubled Company Reporter on April 7, Moody's Investors Service placed Lucent Technologies, Inc.'s B1 corporate family rating, B1 senior unsecured rating, B3 subordinated rating, and B3 trust preferred rating under review for possible upgrade following the company's announcement of a definitive merger agreement with Alcatel. SENSATA TECHNOLOGIES: Names Jeff Cote as Chief Financial Officer ---------------------------------------------------------------- Sensata Technologies Chief Executive Officer and Chairman of the Board Tom Wroe disclosed the appointment of Jeff Cote as chief financial officer effective Jan. 2, 2007. Mr. Cote will join Sensata from Ropes & Gray LLP, where he was the Chief Operating Officer responsible for the firm's administrative and operational initiatives, including finance, information technology, facilities management, human resources, marketing and business development. Cote also served as Chief Operating, Financial and Administrative Officer for Digitas, Inc., where he had similar responsibilities. Additionally, he served as corporate controller for the Monitor Group, where he was in charge of all aspects of the finance department worldwide, including internal and external financial reporting, treasury, taxes, budgeting, and risk management. Mr. Cote has a breadth of experience with mergers and acquisitions, regulatory and filing requirements and initial public offerings and holds a bachelor's and master's degree in Accounting. He is a CPA in Florida and Massachusetts. Robert Kearney, the current CFO, will transition to a newly created role as vice president of Corporate Services. Headquartered in Attleboro, Massachusetts, Sensata Technologies -- http://www.sensata.com/-- is a supplier of sensors and controls across a range of markets and applications. The company has manufacturing locations in Brazil, Mexico, China, Japan and the Netherlands. * * * As reported in the Troubled Company Reporter - Europe on April 11, Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Sensata Technologies B.V., a global manufacturer of customized, engineered sensors and controls. The company, which is domiciled in the Netherlands, has executive headquarters in Attleboro, Mass. Sensata, formerly the S&C business of Texas Instruments Inc., is being acquired by Bain Capital LLC, a coinvestor, and by Sensata management. In addition, Moody's Investors Service confirmed the B2 Corporate Family Rating for Sensata Technologies B.V., as well as the Caa1 rating on the company's US$301.6 million of Senior Subordinate Notes Due 2016 in connection with Moody's implementation of its new Probability-of-Default and Loss-Given- Default rating methodology for the U.S. manufacturing sector. Those debentures were assigned an LGD6 rating suggesting noteholders will experience a 93% loss in the event of default. Additionally, Moody's revised or held its probability-of-default ratings and assigned loss-given-default ratings on these loans and bond debt obligations of the company: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- US$150 Mil. Multicurrency Revolver due 2012 B1 B1 LGD3 32% US$950 Mil. TL B & 325m ($400m) TL B due 2013 B1 B1 LGD3 32% US$450 Mil. 8% Sr. Notes Due 2014 B2 Caa1 LGD5 81% =========== R U S S I A =========== ALFA BANK: Earns RUR4.73 Billion for First 10 Months 2006 --------------------------------------------------------- Alfa Bank released its financial results for the 10 months ended Oct. 31, 2006. Alfa Bank posted an 80% year-on-year rise in net profit to RUR4.73 billion for the first 10 months of 2006. The company also registered an 80% year-on-year rise in pre-tax profit to RUR5.95 billion for the same period. About Alfa Bank Headquartered in Moscow, Russia, Alfa Bank -- http://www.alfabank.com/-- provides services in every key sector of the financial service industry, including corporate banking, retail banking, investment banking, trade finance, insurance and asset management. Alfa Bank's branch network has grown to 121, including subsidiary banks in Russia, Ukraine, Kazakhstan and the Netherlands. In 2005 total assets of the Alfa Bank and its subsidiaries grew to US$9.8 billion, total equity increased to US$855.8 million, loan portfolio net of provisions increased to US$5.7 billion. The net profit for a year 2005 was US$180.6 million. * * * As reported in the TCR-Europe on Oct. 6, Fitch Ratings assigned Alfa MTN Issuance Limited's US$400 million 7.875% notes issue due October 2009 a Long-term BB- rating. The proceeds from the issue will be on-lent to Alfa Bank, rated Issuer Default BB- /Outlook Stable, Short-term B, Support 4, Individual C/D, and National Long-term A+/Outlook Stable. As reported in the TCR-Europe on Sept. 12, Fitch Ratings upgraded Russia-based Alfa Bank's ratings to Issuer Default BB- from B+, Individual C/D from D and National Long-term to A+ from A. The Outlooks on the Issuer Default and National Long-term ratings remain Stable. Alfa's other ratings are affirmed at Short-term B and Support 4. Alfa's outstanding senior unsecured debt issues are also upgraded to BB- from B+ and its subordinated debt issue due December 2015 to B+ from B-. The two-notch upgrade of the subordinated debt reflects the rules-based, rather than recoveries-based, approach to assigning Recovery Ratings to issues of entities rated BB- and above. As reported in the TCR-Europe on July 17, Moody's Investors Service upgraded Alfa Bank's Financial Strength Rating to D from D- and changed its outlook to stable from positive. At the same time, the bank's Ba2 long-term foreign currency deposit and senior unsecured debt ratings have been affirmed with their corresponding outlooks changed to stable. The bank's Not-Prime short-term foreign currency deposit and debt ratings and their outlook remain unchanged. BLEK CJSC: Court Starts Bankruptcy Supervision Procedure -------------------------------------------------------- The Arbitration Court of Moscow Region commenced bankruptcy supervision procedure on CJSC Blek. The case is docketed under Case No. A41-K-2-11750/06. The Temporary Insolvency Manager is: I. Ovchinnikov Apartment 27 Ignatova Str. 33 302027 Orel Region Russia The Arbitration Court of Moscow is located at: Novaya Basmannaya Str. 10 Moscow Region Russia The Debtor can be reached at: CJSC Blek Ognikovo 22 Istrinskiy Region Moscow Region Russia BUYUKLY LLC: Court Names I. Bashmakova as Insolvency Manager ------------------------------------------------------------ The Arbitration Court of Sakhalin Region appointed Ms. I. Bashmakova as Insolvency Manager for LLC Woodworking Enterprise Buyukly. She can be reached at: I. Bashmakova Dzerzhinskogo Str. 28 680000 Khabarovsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A59-2089/06-S4. The Arbitration Court of Sakhalin Region is located at: Kommunisticheskiy Pr. 24 693020 Yuzhno-Sakhalinsk Region Russia The Debtor can be reached at: LLC Woodworking Enterprise Buyukly Rabochaya Str. 48 Buyukly Sakhalin Region Russia CENTERTELECOM OAO: Launches CyberPlat Electronic Payment System --------------------------------------------------------------- Starting February 2007, subscribers of OAO CenterTelecom will get opportunity to pay for telecommunication services via universal electronic multi-bank payment system CyberPlat(R) due to the agreement concluded between the Company and the settlement bank of the system -- Commercial Bank Platina. Payments receipt for the telecommunication services rendered by OJSC CenterTelecom over CyberPlat(R) system will be organized in the largest trade centers, branches of banks, petrol stations, supermarkets, communication salon-shops and payment receipt centers. All in all there are over 3 000 centers for payment receipt via CyberPlat(R) system in the Central Federal District. Sergei Pridantsev, General Director of OJSC CenterTelecom, noted that improvement of the customer service system was one of the Company's business priorities. "Increase of payment receipt centers number and provision of our users with the most convenient variants of payment for telecommunication services on the territory of the Central Federal District is the next step of OJSC CenterTelecom on the way of the customer service effectiveness and quality improvement," Mr. Pridantsev added. "Besides that, the agreement envisages that when making payments no additional commission will be charged, this fact, no doubt, will become one more advantage for a subscriber." About CenterTelecom OAO CenterTelecom -- http://www.centertelecom.ru/eng-- provides fixed-line and mobile communications in the Russian Central Federal District. CenterTelecom had a charter capital of RUR6.31 billion (about US$234 million) as of July 1, 2006. The company's shares are listed on the Russian Trading System stock exchange and the Moscow Inter-Bank Currency Exchange, and its Level-1 American Depositary Receipts circulate on the U.S. over-the-counter market and the Berlin and Frankfurt stock exchanges. * * * As reported in the TCR-Europe on Oct. 20, Fitch Ratings changed OAO Centertelecom's Outlook to Positive from Stable. Its ratings are affirmed at Issuer Default B- and Short-term B. CT's National Long-term rating is affirmed at BB+. The Outlook on the National Long-term rating has been changed to Positive from Stable. Fitch has also assigned a BB+ rating to CT's RUB3 billion bond with a maturity in August 2011. Standard & Poor's Ratings Services also raised its long-term corporate credit rating on CenterTelecom to B from B- (with stable outlook) as well as its long-term Russian national scale rating to ruBBB+ from ruBBB-. FAR EAST: Khabarovsk Court Names A. Krylov as Insolvency Manager ---------------------------------------------------------------- The Arbitration Court of Khabarovsk Region appointed Mr. A. Krylov as Insolvency Manager for CJSC Far East Forest (TIN 2727021695). He can be reached at: A. Krylov Office 9 Amurskiy Avenue 11 680028 Khabarovsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A73-10265/2006-9. The Debtor can be reached at: CJSC Far East Forest Truda Avenue 19 Komsomolsk-na-Amure Russia GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by US$186 Mln ---------------------------------------------------------------- Graftech International Ltd. reported a US$9.8 million net income on US$246.6 million of net sales for the quarter ended Sept. 30, 2006, compared with a US$15.6 million net income on US$208.2 million of net sales for the same period in 2005. At Sept. 30, 2006, the company's balance sheet showed US$875.5 million in total assets, US$1.06 billion in total liabilities and US$28.3 million in minority interests, resulting in a US$185.7 million stockholders' deficit. Net sales of US$246.6 million in the 2006 third quarter represented a US$38.4 million, or 18.4%, increase from net sales of US$208.2 million in the 2005 third quarter, primarily due to a US$44.1 million increase in net sales in the company's synthetic graphite segment that was offset by a decrease of US$5.7 million in net sales in the company's carbon electrodes and natural graphite products segment. Cost of sales of US$175.7 million in the 2006 third quarter represented a US$25.7 million, or 17.1%, increase from cost of sales of US$150.0 million in the 2005 third quarter, primarily due to higher sales volumes and increases in raw material and other production costs. Gross profit of US$70.8 million in the 2006 third quarter represented a US$12.6 million, or 21.6%, increase from gross profit of US$58.2 million in the 2005 third quarter. Cash and cash equivalents at the end of the nine-month period ended Sept. 30, 2006, was US$18.7 million compared to US$5.8 million at the end of the nine-month period ended Sept. 30, 2005. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2006, are available for free at http://researcharchives.com/t/s?15d0 Headquartered in Parma, Ohio, Graftech International Ltd.-- http://www.graftech.com/GrafTech-- manufactures a range of graphite electrodes, products essential to the production of electric arc furnace (EAF) steel and various other ferrous and non-ferrous metals. The Company also manufactures natural graphite products enabling thermal management solutions for the electronics industry, and fuel cell solutions for the transportation and power generation industries. The products, which include carbon and graphite electrodes, carbon and graphite cathode blocks, advanced carbon and graphite materials, and flexible graphite, are manufactured on four continents and sold in over 70 countries around the world. In Europe, Graftech maintains operations facilities and/or sales offices in Russia, France, Spain, Italy and Switzerland. KOTELNICHSKAYA GARMENT: Bankruptcy Hearing Slated for March 12 -------------------------------------------------------------- The Arbitration Court of Kirov Region will convene at 1:30 p.m. on March 12, 2007, to hear the bankruptcy supervision procedure on LLC Kotelnichskaya Garment Factory. The case is docketed under Case No. A28-408/06-256/3. The Temporary Insolvency Manager is: V. Alalykin Surikova Str. 33 610014 Kirov Region Russia The Arbitration Court of Kirov Region is located at: K-Libknekhta Str. 102 610017 Kirov Region Russia The Debtor can be reached at: LLC Kotelnichskaya Garment Factory Oktyabrskaya Str. 95 Kotelnich Kirov Region Russia LUKOIL OAO: Okays Regulations for Long-Term Workers' Incentives --------------------------------------------------------------- A meeting of OAO LUKOIL Board of Directors was held in Moscow to approve the regulations on long-term incentives for employees of OAO Lukoil and its subsidiaries. The Regulations have been formulated as the contract term of the Employee Restricted Share Plan for the employees of OAO LUKOIL and its subsidiaries comes to an end on Dec. 31, 2006. The Regulations are aimed at maintaining continuous and stable incentives for the employees and ensuring their interest in the growth of the Company's capitalization in next three-year period (2007-2009). The Regulations extend to the executives of the Company, heads of subsidiaries, and certain employees by decision of the Board of Directors of the Company. The number of participants of the program increased from 100 to 500. In accordance with the Regulations, employees are assigned phantom shares. The date of assignment of phantom shares to employees will be Jan. 9, 2007. Total number of phantom shares are 14,105,000. Long-term bonus payments to employees consist of two parts: 1) bonuses in the form of dividends paid annually on employees' phantom shares. The amount of this bonus is determined as the product of the number of the employee's phantom shares and the size of the dividend per share announced at the annual general meeting of shareholders. This part of the bonus is paid based on the results for 2007, 2008, and 2009; 2) bonus determined using the formula: S = K (C2 - C1), where K - quantity of phantom shares of the employee; C1 - weighted-average price of LUKOIL shares on the RTS for December 2006; C2 - weighted-average price of LUKOIL shares on the RTS for December 2009. This part of the bonus is accrued on the expiration of three years from the date the phantom shares were assigned. The Human Resource and Compensation Committee of the Board of Directors of LUKOIL reviewed the issue on long-term incentives for employees. About Lukoil Headquartered in Moscow, Russia, OAO Lukoil (LSE: LKOD; MICEX, RTS: LKOH) -- http://www.Lukoil.com/-- explores and produces oil & gas, petroleum products and petrochemicals, and markets the outputs. Most of the Company's exploration and production activity is located in Russia, and its main resource base is in Western Siberia. * * * As reported in the TCR-Europe on July 12, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Lukoil OAO to 'BB+' from 'BB'. S&P said the outlook is positive. MAST CJSC: Moscow Court Names V. Leonov as Insolvency Manager ------------------------------------------------------------- The Arbitration Court of Moscow Region appointed Mr. V. Leonov as Insolvency Manager for CJSC Building Company Mast. He can be reached at: V. Leonov Post User Box 96 2nd Dubrovskaya Str. 1 109044 Moscow Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A40-35239/06-73-505B. The Arbitration Court of Moscow is located at: Novaya Basmannaya Str. 10 Moscow Region Russia The Debtor can be reached at: CJSC Building Company Mast Building 2 Sadovaya Str. 76/71 113035 Moscow Region Russia NIZGNEDEVITSKIY OJSC: Bankruptcy Hearing Slated for Feb. 1 ---------------------------------------------------------- The Arbitration Court of Voronezh Region will convene at 10:00 a.m. on Feb. 1, 2007, to hear the bankruptcy supervision procedure on OJSC Butter Making Plant Nizgnedevitskiy. The case is docketed under Case No. A14-13717-2006/178/33b. The Temporary Insolvency Manager is: V. Semenov Post User Box 59 394030 Voronezh Region Russia The Arbitration Court of Voronezh Region is located at: Room 606 Srednemoskovskaya Str. 77 Voronezh Region Russia The Debtor can be reached at: OJSC Butter Making Plant Nizgnedevitskiy Nizhnedevitsk Voronezh Region Russia NOMOS-BANK: To Issue US$125 Million Eurobonds in February 2007 -------------------------------------------------------------- Nomos-Bank will issue US$125 million in Eurobonds in February 2007, RIA Novosti reports citing bank president Dmitry Sokolov. Nomos-Bank will approve the bond issue this month, Mr. Sokolov told RIA Novosti. Mr. Sokolov also revealed that in line with Nomos' development strategy, the company would hold an initial public offering in late 2008. Under the strategy, Nomos will develop its branch network, retail business, and relations with medium-sized corporate clients by 2008. About Nomos Headquartered in Moscow, Russia, Nomos-Bank -- http://ib.nomos.ru/-- provides a range of corporate and retail banking services and engages in securities and foreign exchange trading, trade and export credit agency finance, precious metals operations, investment banking and leasing. As at July 31, 2006, Nomos-Bank had RUR87.91 billion in total assets, RUR80.45 billion in total liabilities and RUR7.46 billion in shareholder equity. * * * As reported in the TCR-Europe on Oct. 5, Moody's Investors Service assigned a B1 rating to Nomos-Bank's US$150-million 10- year subordinated eurobonds. Moody's said the outlook for the rating is stable. Moody's notes that the B1 rating assigned to the Notes is based on the fundamental credit quality of the underlying obligor, Nomos-Bank, rated at Ba3/NP/D- (stable), and does not factor in any support from the bank's shareholders or the Russian financial authorities. Nomos-Bank has been given a long-term rating of "B+" by Fitch Ratings and "Ba3" by Moody's Investors Service, Inc. PACKING MACHINES: Court Names S. Bogay as Insolvency Manager ------------------------------------------------------------ The Arbitration Court of Voronezh Region appointed Mr. S. Bogay as Insolvency Manager for CJSC Factory of Packing Machines. He can be reached at: S. Bogay Srednemoskovskaya Str. 6a Voronezh Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A14-13536/2006/173/33b. The Arbitration Court of Voronezh Region is located at: Room 606 Srednemoskovskaya Str. 77 Voronezh Region Russia The Debtor can be reached at: CJSC Factory of Packing Machines Patriotov Pr. 21 Voronezh Region Russia PERVOMAYSKIY OJSC: Court Starts Bankruptcy Supervision Procedure ---------------------------------------------------------------- The Arbitration Court of Chuvashiya Republic commenced bankruptcy supervision procedure on OJSC Starch Factory Pervomayskiy. The case is docketed under Case No. A79-4976/ 2006. The Temporary Insolvency Manager is: S. Salnik Post User Box 1068 432026 Ulyanovsk Region Russia The Debtor can be reached at: OJSC Starch Factory Pervomayskiy Batyrevskiy Region Chuvashiya Republic Russia RAMON' LLC: Voronezh Court Names A. Rufanov to Manage Assets ------------------------------------------------------------ The Arbitration Court of Voronezh Region appointed Mr. A. Rufanov as Insolvency Manager for LLC Agricultural Company Ramon'. He can be reached at: A. Rufanov Post User Box 59 394030 Voronezh Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A14-3739-2005 116/7b. The Arbitration Court of Voronezh Region is located at: Room 606 Srednemoskovskaya Str. 77 Voronezh Region Russia The Debtor can be reached at: LLC Agricultural Company Ramon' F. Engelsa Str. 18 Voronezh Region Russia ROSNEFT OIL: Inks Strategic Cooperation Deal with OAO Gazprom ------------------------------------------------------------- OAO Rosneft Oil Co. and OAO Gazprom have signed a parity deal on strategic oil and gas cooperation, RIA Novosti says. "In line with agreements reached, Rosneft and Gazprom will develop cooperation in prospecting, producing, transporting and processing crude hydrocarbon resources, and purchasing and selling natural and associated gas," the companies said in a joint statement. Under the deal, which runs until 2015, the parties would: -- jointly participate in tenders and auctions to receive rights for mineral resource extraction; -- implement joint projects; -- coordinate activities and exchange information; -- carry out exploration and prospecting work; and -- compile geological and geophysical databases. Gazprom and Rosneft will also cooperate in implementing projects to build gas-processing sites in East Siberia and the Far East. The companies will create a task force to review joint implementation of projects with high potential in Russia and abroad. The agreement also entails Gazprom acquiring gas extracted from Rosneft's West Siberian deposits, which are connected to the gas transportation system. About Gazprom Headquartered in Moscow, Russia, OAO Gazprom (RTS: GAZP; MICEX: GAZP; LSE: OGZD) -- http://www.gazprom.ru/eng-- produces 94% of the country's natural gas, controls 25% of the world's reserves, and is also the world's largest gas producer. It focuses on gas exploration, processing, transport, and marketing. About Rosneft Headquartered in Moscow, Russia, OAO Rosneft Oil Co. -- http://ns.roilcom.ru/english-- produces and markets petroleum products. The Company explores for, extracts, refines and markets oil and natural gas. Rosneft produces oil in Western Siberia, Sakhalin, the North Caucasus and the Arctic regions of Russia. * * * Standard & Poor's assigned B+ ratings to Rosneft's long-term and local foreign issuer credit, while Fitch assigned BB+ ratings to the Company's foreign currency and local currency long-term debt in 2005. RUZSKIY OJSC: Court Names I. Ovchinnikov as Insolvency Manager -------------------------------------------------------------- The Arbitration Court of Moscow Region appointed Mr. I. Ovchinnikov as Insolvency Manager for OJSC Food Combine Ruzskiy. He can be reached at: I. Ovchinnikov Apartment 27 Ignatova Str. 33 302027 Orel Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A-41-K-2-10860/06. The Arbitration Court of Moscow is located at: Novaya Basmannaya Str. 10 Moscow Region Russia The Debtor can be reached at: OJSC Food Combine Ruzskiy Volokolamskoye Shosse 9A Ruza 143103 Moscow Region Russia SAKHALINSKIY WOOD: Court Names I. Bashmakova to Manage Assets ------------------------------------------------------------- The Arbitration Court of Sakhalin Region appointed Ms. I. Bashmakova as Insolvency Manager for CJSC Sakhalinskiy Wood. She can be reached at: I. Bashmakova Mira Str. 23-36 Shaktersk Sakhalin Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A59-2372/06-S4. The Arbitration Court of Sakhalin Region is located at: Kommunisticheskiy Pr. 24 693020 Yuzhno-Sakhalinsk Region Russia The Debtor can be reached at: CJSC Sakhalinskiy Wood Mira Str. 23-36 Shaktersk Sakhalin Region Russia SELEN-INVEST: Court Names D. Krugov as Insolvency Manager --------------------------------------------------------- The Arbitration Court of Udmurtiya Republic appointed Mr. D. Krugov as Insolvency Manager for OJSC Investment Company Selen- Invest. He can be reached at: D. Krugov Office 804v Svobody Str. 173 Izhevsk 426011 Udmurtiya Republic Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A71-7098/2006 G29. The Arbitration Court of Udmurtiya Republic is located at: Lomonosova Str. 5 Izhevsk 426004 Udmurtiya Republic Russia The Debtor can be reached at: OJSC Investment Company Selen-Invest Beregovaya Str. 9-115 Izhevsk Udmurtiya Republic Russia SITRONICS JSC: Inks Regional Alliance Deal with Cisco Systems ------------------------------------------------------------- Cisco Systems Inc. and Sitronics JSC disclosed of regional alliance to address the rapidly expanding telecommunications market in Russia and CIS countries and other emerging markets, such as Central and Eastern Europe, and Middle East and Africa. Cisco and SITRONICS will focus on providing advanced communication solutions in countries that are undergoing major economic and social transformation. This includes Information and Communications Technologies planning and implementation to increase the productivity of businesses, ramp up connectivity and find new ways to educate the populace. "The ability to connect countries and communities in a way that is replicable across multiple regions, in alignment with government policies and beneficial to both the population and the economy, is a major area of focus for Cisco," commented Paul Mountford, President of Emerging Markets Theatre for Cisco. "The go-to-market model developed by Cisco and SITRONICS will help telecoms operators increase their profitability and market reach, as well as help improve broadband penetration which, at present, is around 11 percent for the regions in question." Initially focused on migrating existing public switched telephone network infrastructure to an IP network platform, the modernization solution offered will be built around Sitronics' IP-NGN soft-switching and OSS portfolio, and Cisco's core routing and switching products, including the CRS-1 Carrier Routing System. MGTS, the leading Russian telecommunications operator that has 4.3 million subscribers in the Moscow region, is already successfully implementing the solution. The advanced solution for our network modernization is based on NGN technology developed by Cisco and Sitronics. "It's the optimal solution for our company," commented Alexei Goltsov, MGTS CEO. "Their collaboration helps MGTS offer its subscribers advanced telecom services in a short timeframe." In addition to the PSTN Modernization solution, Cisco and SITRONICS are also investigating potential engagements in additional areas of technology, such as IPTV, wireless broadband and managed services. "The competitive challenges in developing markets can differ significantly. That is why the creation of strong working relationship with Cisco will ensure our continued growth in the region," commented Evgeni Utkin, CEO at Sitronics. "Sitronics is a unique technology company that, geographically, covers the entire Russia and CIS region, as well as the developing markets of Southern Europe and Middle East. The alliance demonstrates Cisco's and SITRONICS' commitment to the Emerging Markets theatre." About Cisco Cisco Systems Inc. -- http://www.cisco.com/-- is the worldwide leader in networking that transforms how people connect, communicate and collaborate. About Sitronics Headquartered in Moscow, Russia, JSC Sitronics -- http://www.sitronics.com/-- provides telecommunications solutions, IT solutions and microelectronic solutions in the CIS region with a rapidly growing presence in other EEMEA markets. Sistema controls the company. The company also operates in Russia, CIS countries, Eastern Europe, Middle East, Africa and North America. * * * On Feb. 16, the TCR-Europe reported that Fitch Ratings gave Concern Sitronics JSC a Long-term IDR rating of B- with a Stable Outlook and an expected rating of B- to Sitronics' guaranteed up to US$200 million bond with a maturity of three years. The assignment of the final bond rating is contingent on receipt of final documents conforming to information already received. The ratings take into account that Sitronics is Russia and the CIS region's largest technology group, and its small scale on a global perspective. Sitronics benefits from support of Sistema Joint Stock Financial Corp, its dominant shareholder. Although it does not guarantee Sitronics' obligations, Sitronics is its second largest subsidiary and its default would trigger a cross- default of Sistema's bonds. The Stable Outlook reflects an expectation that although Sitronics' businesses will continue to grow at strong rates, the company is likely to remain a niche player and will not be able to materially improve its competitive position vis-a-vis its larger rivals. SITRONICS JSC: Intracom Unit Inks EUR1.1-Mln Deal with T-HT ----------------------------------------------------------- Intracom Telecom, a unit of Sitronics JSC, has signed an agreement for provisioning and implementing a Network Management project to T-HT Croatian Telecom Inc. The EUR1.1 million project includes the extension -- 3rd in three years -- of the Real Time Traffic Management System, the extension of the Signaling Monitoring System for SS7, as well as the equivalent support and maintenance services for a two years period. Within the framework of the agreement, apart from the relevant hardware and software, Intracom Telecom will provide associated professional services including installation, configuration, training and support & maintenance services. Intracom Telecom's provisioning is based on two different products: -- RTTMS is an Intracom Telecom product, which encompasses all the functions necessary to identify and mitigate / resolve the conditions that adversely affect the PSTN/ISDN network performance and customer quality of service, by collecting the related Key Performance Indicators and by automatically applying the necessary network controls. The new RTTMS extension will provide T-HT with new RTTMS capabilities and enable more efficient management of the PSTN/ISDN network. -- SIGNALING Monitoring System (acceSS7) Solution was developed by Agilent Technologies and will enable T-HT Croatia to have prompt and efficient supervision of the entire SS7 network protocol by retrieving valuable information for the rendered services in order to ensure a high quality of service level offered to their customers. About T-HT Croatian Telecom Inc. is the leading provider of elecommunications services in Croatia and the sole company to offer the full range of telecommunication services. The basic activities of Croatian Telecom Inc. and its subsidiary T-Mobile Croatia LLC, or T-HT Group, comprise provision of telecommunications services, design and construction of telecommunications networks on the territory of the Republic of Croatia. About Sitronics Headquartered in Moscow, Russia, JSC Sitronics -- http://www.sitronics.com/-- provides telecommunications solutions, IT solutions and microelectronic solutions in the CIS region with a rapidly growing presence in other EEMEA markets. Sistema controls the company. The company also operates in Russia, CIS countries, Eastern Europe, Middle East, Africa and North America. * * * On Feb. 16, TCR-Europe reported that Fitch Ratings gave Concern Sitronics JSC a Long-term IDR rating of B- with a Stable Outlook and an expected rating of B- to Sitronics' guaranteed up to US$200 million bond with a maturity of three years. The assignment of the final bond rating is contingent on receipt of final documents conforming to information already received. The ratings take into account that Sitronics is Russia and the CIS region's largest technology group, and its small scale on a global perspective. Sitronics benefits from support of Sistema Joint Stock Financial Corp, its dominant shareholder. Although it does not guarantee Sitronics' obligations, Sitronics is its second largest subsidiary and its default would trigger a cross- default of Sistema's bonds. The Stable Outlook reflects an expectation that although Sitronics' businesses will continue to grow at strong rates, the company is likely to remain a niche player and will not be able to materially improve its competitive position vis-a-vis its larger rivals. SMIRNYKHOVSKIY WOOD: Court Names I. Bashmakova to Manage Assets --------------------------------------------------------------- The Arbitration Court of Sakhalin Region appointed Ms. I. Bashmakova as Insolvency Manager for CJSC Smirnykhovskiy Wood. She can be reached at: I. Bashmakova Dzerzhinskogo Str. 28 680000 Khabarovsk Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A59-2093/06-S4. The Arbitration Court of Sakhalin Region is located at: Kommunisticheskiy Pr. 24 693020 Yuzhno-Sakhalinsk Region Russia The Debtor can be reached at: CJSC Smirnykhovskiy Wood Lenina Str. 40 Smirnykh Sakhalin Region Russia SUSUMANSKIY: Court Names A. Khimkus as Insolvency Manager --------------------------------------------------------- The Arbitration Court of Magadan Region appointed Mr. A. Khimkus as Insolvency Manager for Municipal Enterprise Meat and Milk Food Combine Susumanskiy. He can be reached at: A. Khimkus Office 77, 78 Prolterskaya Str. 12 685000 Magadan Region Russia The Court commenced bankruptcy proceedings against the company after finding it insolvent. The case is docketed under Case No. A37-1223/06-3b. The Debtor can be reached at: Municipal Enterprise Meat and Milk Food Combine Susumanskiy Svetlaya Str. 1-v Susuman Magadan Region Russia TATNEFT OAO: Merrill Lynch to Coordinate Ordinary Share Offering ---------------------------------------------------------------- OAO Tatneft disclosed that Merrill Lynch will coordinate the offering of around 35.5 million ordinary shares of the Company held by The Bank of New York underlying the former American Depositary Receipts which became ineligible GDRs as a result of the reorganization of the Company's American Depositary Receipt facility undertaken in connection with the Company's intention to terminate the registration of its securities with the U.S. Securities and Exchange Commission. The securities will be sold in the form of ordinary shares as well as Global Depositary Receipts representing those shares outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933. The transaction will not include a public offering of the Company's securities or an offering of any securities by the Company in any jurisdiction. The proceeds available from the sale of the securities, after deductions and withholdings relating to the sale, will be made available to the holders of ineligible GDRs pursuant to the terms of the Amended and Restated Deposit Agreement relating to the Company's depositary receipts facility. The Company will announce the price at which the sale will be made when the price becomes known to it. On June 26, 2006, the Company announced its intention to terminate the registration of its securities with the SEC when circumstances permit. On July 10, 2006, the Company and the Depositary entered into the Amended and Restated Deposit Agreement. On Sept. 15, 2006, the Company's delisting from The New York Stock Exchange took effect. The Company subsequently designated Nov. 15, 2006, as a Certification Date under the Amended and Restated Deposit Agreement. On or before the Certification Date all holders of the Company's depositary receipts had to certify to the Depositary that they are either non-resident in the United States or Qualified Institutional Buyers wishing to continue to hold the Company's depositary receipts. The depositary receipts beneficially owned by persons who have provided respective certifications to the Depositary were redesignated as GDRs (CUSIP: US6708312052). Currently, the Company's ordinary shares are traded on MICEX and RTS, and GDRs are traded on the London Stock Exchange and Deutsche Boerse. About Tatneft Headquartered in Tatartan, Russia, Tatneft JSC -- http://www.tatneft.ru/eng/-- explores for, produces, refines and markets crude oil. The company operates a chain of retain gasoline filling stations and exports some of its petrochemical products to former Soviet Union countries and Europe. * * * As reported in the TCR-Europe on Nov. 23, Fitch Ratings upgraded Tatarstan-based Tatneft's Issuer Default rating to B+ from B and affirmed the Short-term rating at B. Fitch said the outlook remains Positive. As reported in the TCR-Europe on Aug. 28, Standard & Poor's Ratings Services withdrew its 'B-' long-term corporate credit rating on Russia-based oil company Tatneft OAO. The rating had been placed on CreditWatch with negative implications on April 14, due to a continuing lack of consistent information on the company's financial position. TRANSNEFT OAO: Receives Green Light to Build ESPO Extension ----------------------------------------------------------- OAO Transneft has gained permission to construct the first phase of an oil pipeline under its Extension of East Siberia-Pacific Ocean project, RIA Novosti says. The approval came after the company's feasibility study received a positive assessment from a state expert appraisal agency. Transneft will start building the 540-km first leg in January 2007, after selecting a contractor for the project. The first leg will connect Ust-Kut and Talakan oilfields and will pass the village of Tynda, where it will connect with the preliminary projected ESPO system. The company began constructing the US$11.5-billion ESPO pipeline in April 2006. Transneft had laid more than 100 kilometers of pipeline and has have prepared 330 kilometers for futher installation. ESPO is expected to to pump 80 million metric tons of oil per year, including 30 million metric tons to China via a still-to-be constructed offshoot. Early this year, the ESPO project received criticisms from environmentalists as its path was within 800 meters of Lake Baikal. President Vladimir Putin then issued an order in April to reroute the oil pipeline from its original path. Transneft announced in May the new pipeline route would be around 400 kilometers away from Lake Baikal. About the Company Headquartered in Moscow, Russia, OAO Transneft -- http://www.transneft.ru/-- operates one of the largest networks of oil pipelines in the world. The company moves crude oil through more than 30,000 miles of pipeline stretching across Eastern Europe and Asia. Transneft operates a transportation network consisting of more than 30,000 miles of pipeline, about 330 pump stations, and 934 tankers capable of storing more than 13 million cu. meters of petroleum product. The company transports about 93% of the oil produced in Russia. * * * Transneft carries 'BB' rating from Fitch and BB+ local and foreign issuer credit ratings from Standard & Poor's. VIMPEL-COMMUNICATIONS: Earns US$268 Million in Third Quarter ------------------------------------------------------------ OJSC Vimpel-Communications released financial results for the third quarter and first nine months ended Sept. 30, 2006. Vimpelcom posted US$268.37 million in net profit against US$1.36 billion in revenues for the third quarter of 2006, compared with US$194.88 million in net profit against US$890.29 million in revenues for same period in 2005. The company posted US$613.54 million in net profit against US$3.42 billion in revenues for the first nine months of 2006, compared with US$463.38 million in net profit against US$2.3 billion in revenues for same period in 2005. "We had a very successful third quarter with quarter-on-quarter growth rates for operating revenues, OIBDA and net income exceeding 20%," Alexander Izosimov, Chief Executive Officer of VimpelCom, said. "All-time high financial figures underline our ability to deliver top line results against strategic priorities, and with good cost control, drive OIBDA faster than revenue. "In Russia, we continued to focus on the quality of our subscriber base, revenue growth and profitability. We again delivered year-on-year ARPU growth, with the third quarter increase much more pronounced than in the previous quarter. This improvement was driven by improved quality of our subscriber base, growing traffic, conservative pricing policy and increased interconnect charges between mobile operators. "Growth in Kazakhstan continues. Our priorities remain on increasing subscriber market share and expanding usage. An 11% gain in market share and a 30% increase in usage over the past 12 months led to substantial improvements in our financial performance. Net operating revenues for the third quarter of 2006 more than doubled as compared with the third quarter of 2005 and OIBDA grew by more than 2.5 times during the same period. "In Ukraine, our focus is on growing our subscriber base and, at the same time, improving network coverage and quality. We made substantial progress in these areas, leading to improved performance of our key financial and operating indicators. Currently our subscriber base in Ukraine is just under 1.6 million. Going forward we plan to continue to enhance our position in Ukraine. "In Uzbekistan and Tajikistan, we launched our "Beeline" brand in September 2006 as planned. We are now concentrating on network build-out, functional improvements of operations and quality growth of our subscriber base. "In the Caucasus, we recently completed the acquisition of ArmenTel, a telecom operator in Armenia. Coupled with our recent entry into Georgia, we are on the way to becoming an important telecom operator in this part of the world." As of Sept. 30, 2006, Vimplecom has US$7.75 billion in total assets, US$3.86 in total liabilities, and US$3.89 billion in shareholders' equity. About VimpelCom Headquartered in Moscow, Russia, OJSC Vimpel-Communications -- http://www.vimpelcom.com/-- provides mobile telecommunications services in Russia and Kazakhstan with newly acquired operations in Ukraine, Tajikistan and Uzbekistan. The Company operates under the 'Beeline' brand in Russia and Kazakhstan. In addition, VimpelCom is continuing to use 'K-mobile' and 'EXCESS' brands in Kazakhstan. The group wholly owns Mobitel in Georgia. * * * As reported in the TCR-Europe on Oct. 12, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Russia-based mobile telecommunications operator Vimpel- Communications (JSC) to 'BB+' from 'BB', reflecting the company's continuing strong performance. S&P said the outlook is stable. VNESHTORGBANK: VTB24 Unit Earns RUR900 Mln for First 10 Months -------------------------------------------------------------- Vneshtorgbank Retail Financial Services, a unit of JSC Vneshtorgbank, released its financial results for the 10 months ended Oct. 31, 2006. VTB24 hiked its net profit by 220% year-on-year to RUR900.7 million for the first 10 months of 2006. The unit also increased its operating profit by 113% increase from RUR519.3 million for the first 10 months of 2006 to RUR1.1 billion for the same period of 2005. VTB24 specializes in servicing individuals, private entrepreneurs and small business organizations. About Vneshtorgbank Headquartered in Moscow, Russia, JSC Vneshtorgbank and its subsidiaries are a leading Russian commercial banking group, offering a wide range of banking services and conducting operations in both Russian and international markets. As of Dec. 31, 2005, the Group had a network of 151 branches, including 55 branches of VTB, 42 branches of VTB Retail Services and 54 branches of Industry and Construction Bank, located in major Russian regions. The Group operates through three subsidiaries located in the CIS (Armenia, Georgia, Ukraine), seven subsidiaries located in Western Europe (Austria, Cyprus, Switzerland, Germany, Luxembourg, France) and Great Britain and through five representative offices located in India, Italy, China, Byelorussia and Ukraine. * * * Following the recent upgrade of the Russian sovereign foreign and local currency IDRs to BBB+ from BBB, Fitch ratings lifted Vneshtorgbank's Upgraded to foreign currency and local currency IDR to BBB+ from BBB with a Stable Outlook and Short-term to F2 from F3. Fitch also affirmed the Individual rating at C/D and Support at 2. Fitch also upgraded Vnesheconombank IDR rating to BBB+ from BBB with a Stable Outlook; and Short-term to F2 from F3. Fitch affirmed the Support rating at 2. ========= S P A I N ========= CENTRAL PARKING: Retains Blackstone Group as Financial Advisor -------------------------------------------------------------- Central Parking Corporation has retained The Blackstone Group L.P. as its financial advisor to assist the Company in exploring strategic alternatives to enhance stockholder value. "The Company has engaged The Blackstone Group L.P. to assist management and the Board in evaluating the assets and operations of the Company in order to develop possible alternative strategies to achieve greater stockholder value," Emanuel J. Eads, President and Chief Executive Officer of Central Parking, said. "These alternatives may include a complete or partial sale of the Company, a merger or a decision to take no action at this time. Although the Company has met with certain interested parties, at this time no agreements or understandings have been reached with any party as to the terms of a possible transaction. There is no certainty that any such transaction will actually occur in either the short or long term and the Company is continuing to implement its previously announced strategic plan. "Central Parking does not intend to issue any other press release or make any other comments relating to the subject matter referenced above until such time, if ever, as it enters into a definitive agreement with a third party or parties in connection with any such transaction or series of transactions or determines to terminate this strategic process," Mr. Eads added. Headquartered in Nashville, Tennessee, Central Parking Corporation -- http://www.parking.com/-- provides parking and transportation-related services. As of Sept. 30, 2006, the Company operated around 3,100 parking facilities containing around 1.5 million spaces at locations in 37 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Chile, Colombia, Peru, Spain, Switzerland, and Greece. * * * 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. consumer services sector in September 2006, the rating agency confirmed its Ba3 Corporate Family Rating for Central Parking Corporation. Additionally, Moody's revised or held its probability-of-default ratings and assigned loss-given-default ratings on these loan obligations: Projected Old POD New POD LGD Loss-Given Debt Issue Rating Rating Rating Default ---------- ------- ------- ------ ---------- US$74-million Sec. term loan due 2010 Ba3 Baa3 LGD2 15% US$225 million Sec. revolver due 2008 Ba3 Baa3 LGD2 15% US$78 million 5.25% convertible trust issued preferred securities B2 B2 LGD6 93% CENTRAL PARKING: Blackstone Engagement Cues S&P's Negative Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Nashville, Tenn.-based Central Parking Corp., including the 'B+' corporate credit rating, on CreditWatch with negative implications. The company had about US$209.4 million of total debt at June 30, 2006 (including US$78.1 million in subordinated convertible debentures outstanding, and excluding operating lease obligations). The CreditWatch listing follows Central Parking's recent announcement that it has engaged The Blackstone Group L.P. to assist management and the board of directors in pursuing various strategic alternatives, including a partial or complete sale of the company, or a possible merger. The company does not plan to release any additional information about the status of this review until a definitive agreement is entered into or the strategic review process is completed. "Although the ultimate outcome of this process is uncertain, these strategic alternatives could potentially weaken credit protection measures to levels below those appropriate for the current rating," noted Standard & Poor's credit analyst Mark Salierno. "In the event that a sale to a financially stronger company is announced, we would consider revising the CreditWatch listing. We will monitor developments associated with a potential sale of the company in order to assess the rating implications." TDA 27: Fitch Puts Low-B Ratings to EUR14.6 Million Notes --------------------------------------------------------- Fitch Ratings assigned expected ratings to TDA 27, Fondo de Titulizacion de Activos' EUR930 million mortgage-backed floating-rate notes: -- EUR302.3 million Class A1 due in December 2050: AAA; -- EUR395.2 million Class A2 due in December 2050: AAA; -- EUR181.3 million Class A3 due in December 2050: AAA; -- Non-accelerated interest-only security due in December 2009: AAA; -- EUR13.9 million Class B due in December 2050: AA; -- EUR9.3 million Class C due in December 2050: A; -- EUR14 million Class D due in December 2050: BBB; -- EUR14 million Class E due in December 2050: BB; and -- EUR0.6 million Class F due in December 2050: B+. The final ratings are contingent on the receipt of final documents conforming to information already received. This transaction is a cash flow securitization of a EUR930 million static pool of first and second-ranking Spanish residential mortgage loans originated and serviced by Caixa d'Estalvis de Terrassa, Caja General de Ahorros de Granada, Caja de Ahorros de Vitoria y Alava, and Union de Credito Financiero Mobiliario e Inmobiliario. The expected ratings are based on the quality of the collateral, the underwriting and servicing of the mortgage loans, available credit enhancement, the integrity of the transaction's legal and financial structure and Titulizacion de Activos, S.G.F.T., S.A.'s administrative capabilities. Initial CE for the A to D notes will be provided by subordination and a reserve fund, which will be funded at closing using part of the proceeds from the issuance of the notes. Initial CE for the Class E notes will be provided by the reserve fund only. The class F notes are uncollateralized by mortgage loans but benefit from the excess spread available within the structure. The expected ratings of the Class A, B, C, D, E and F notes address payment of interest on the notes according to the terms and conditions of the documentation, subject to a deferral trigger on the Class B, C, D and E notes, as well as the repayment of principal by the legal final maturity date of the fund. The expected rating of the NAS-IO strip addresses the timely payment of interest. Spanish Securitisation Law 19/1992 and Royal Decree 926/1998 will regulate the fund. Its sole purpose will be to transform into fixed-income securities a portfolio of mortgage participations and mortgages certificates acquired from the sellers. The PHs and CTHs will be subscribed by Titulizacion de Activos, S.G.F.T., S.A., whose sole function is to manage asset- backed notes on behalf of the fund. The NAS-IO notes will pay a coupon on a notional balance defined as the minimum of 16% of the initial balance of the Class A3 notes or the current balance of the Class A3 notes at any point in time. The coupon will be equivalent to 7.7% per year until the fourth interest payment date of the transaction, 5.8% per year for the fifth to the eight interest payment date of the transaction, and 3.8% per year for the ninth to the 12th and final interest payment dates until the expected maturity date of the NAS-IO strip in December 2009. During this period, some collateral revenues will be used to pay the NAS-IO note coupon, reducing the amount of excess spread available for first loss protection. FTPYME TDA: Standard & Poor's Junks EUR29.3-Mln Class D Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary credit ratings to the EUR1.5-billion floating-rate notes to be issued by FTPYME TDA CAM 4, Fondo de Titulizacion de Activos. At the same time, FTPYME TDA CAM 4 will issue EUR29.3-million of class D notes to fund the reserve fund. The originator is Caja de Ahorros del Mediterraneo. At closing, CAM will sell to FTPYME TDA CAM 4 a EUR1.5-billion closed portfolio of secured and unsecured loans granted to Spanish SMEs. To fund this purchase, Titulizacipn de Activos, S.G.F.T., S.A., the trustee, will issue five classes of floating-rate, quarterly paying notes on behalf of FTPYME TDA CAM 4. FTPYME TDA CAM 4 is the fourth CLO of loans to SME corporate clients to be completed by CAM. This securitization comprises a mixed pool of underlying mortgage-backed and other guarantee assets. Some of the loans in the pool are loans granted to self-employed borrowers. The ratings on the notes reflect some structural enhancements provided by the class subordination, the reserve fund, the presence of the interest rate swap (which provides excess spread of 50 bps), and comfort provided by various other contracts. CAM is the fourth-largest savings bank in Spain and ranks among the top eight leading financial institutions in the country in terms of net income attributable and total business volume. It enjoys an outstanding regional presence in its original home market, Valencia and Murcia, which is one of its main business strengths. Its primary business is lending to SMEs and retail banking. Ratings List FTPYME TDA CAM 4 Fondo de Titulizacion de Activos EUR1.5-Billion Floating-Rate Notes Prelim. Prelim. Class rating amount (Mil. EUR) ----- ------ ------ A1 AAA 337.5 A2 AAA 931.5 A3(CA)(1) AAA 127 B A 66 C BBB- 38 D(2) CCC- 29.3 (1) The class A3(CA) notes will be protected by a guarantee from the Kingdom of Spain (AAA/Stable/A-1+). (2) The class D notes will be used to finance the reserve fund and are not included in the total issuance amount. MILLS CORP: Replies to Gazit's Revised Recapitalization Offer ------------------------------------------------------------- The Mills Corp. responded Tuesday to a revised version of Gazit- Globe's conditional proposal to invest in a recapitalization of The Mills. The Mills said it welcomes Gazit-Globe and its chairman, Chaim Katzman, to participate in The Mills' ongoing exploration of strategic alternatives. The Mills' management and Board of Directors have repeatedly invited Gazit-Globe to enter that process by signing a confidentiality and standstill agreement on terms similar to those agreed to by numerous other interested parties, including one of The Mills' largest shareholders. The Board of Directors is considering all possible alternatives that would enhance shareholder value, and in that light would like to evaluate a Gazit-Globe proposal that is fully informed by due diligence in order to compare it against any other proposals that The Mills may receive from other bidders. The Mills says that unfortunately, Gazit-Globe has repeatedly refused to agree to the ground rules that the Board has set, and other very credible suitors are following, to ensure a fair, orderly and competitive process. As a consequence, Gazit has put itself in a position where it is unable to review all relevant information necessary to submit a fully informed, unconditional proposal. Gazit-Globe's current revised proposal, like its previous offer, is highly conditional and subject to completion of due diligence that is has refused to begin. The Board, informed by its discussions with management and its advisors, has numerous specific concerns about Gazit-Globe's highly conditional proposal, including among others: * the fact that the proposal requires the completion of a due diligence investigation of The Mills -- which Gazit- Globe has so far refused to commence due to their refusal to sign an appropriate confidentiality and standstill agreement; and * the fact that Gazit-Globe's proposal, as currently structured, would give Mr. Katzman control of the Company, leaving public shareholders with both an unprotected minority position and no opportunity to receive a control premium. All other interested parties have engaged in a due diligence process. Without carefully reviewing the diligence information that has been provided to all other potential bidders, Gazit- Globe will not be able to produce an unconditional offer in the same timeframe as other bidders. Access to The Mills' diligence information has repeatedly been offered to Mr. Katzman on the condition that Gazit-Globe sign an appropriate confidentiality and standstill agreement. The Mills believes that Gazit-Globe can best address its concerns by joining the strategic alternatives process and developing a fully informed proposal that can be compared on a level playing field against other potential proposals. Numerous well-capitalized potential buyers have already substantially completed due diligence and are waiting for the restated financials to submit their final bids. The Mills' strategic alternatives process is deliberate, well considered and well advised and the Company believes it will deliver maximum value to The Mills' shareholders. By contrast, The Mills believes that Gazit-Globe's actions and initiation of litigation only disrupt the orderly conclusion of the strategic alternatives process and frustrate the best interests of its shareholders. The Mills has recently taken numerous actions to streamline the Company and prepare it for a strategic transaction. A few of the recent accomplishments include: * the restructuring of the Meadowlands Xanadu partnership to eliminate The Mills' financial obligations; * the sale of The Mills' international assets which enabled the Company to reduce its Senior Term Loan by around US$458 million and simplify its organizational structure; * the sale of non-core development projects such as the office and residential portion of 108 North State Street and Mercati Generali; and * changing virtually all of the senior management team, including the CEO and CFO. These actions were accomplished in close coordination with The Mills' Board and members of the Special Committee who are assisting the Company in its strategic alternatives process. The Audit Committee of the Board has been working extensively with its outside auditors at Ernst & Young LLP, and with its special legal counsel at Gibson, Dunn & Crutcher LLP, to complete the restatement of The Mills' financials and the related investigation into the Company's historic accounting practices. When that process is complete, the Company intends to move forward rapidly to complete its strategic alternatives process and request final proposals from interested parties. Headquartered in Chevy Chase, Maryland, The Mills Corporation (NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages retail destinations including regional shopping malls, market dominant retail and entertainment centers, and international retail and leisure destinations. The Company owns 42 properties in the U.S., Canada and Europe, totaling 51 million square feet. In addition, The Mills has various projects in development, redevelopment or under construction around the world including Spain and the United Kingdom. * * * As reported in the Troubled Company Reporter on March 24, 2006, The Mills Corporation disclosed that the Securities and Exchange Commission has commenced a formal investigation. The SEC initiated an informal inquiry in January after the Company reported the restatement of its prior period financials. Mills is restating its financial results from 2000 through 2004 and its unaudited quarterly results for 2005 to correct accounting errors related primarily to certain investments by a wholly owned taxable REIT subsidiary, Mills Enterprises, Inc., and changes in the accrual of the compensation expense related to its Long-Term Incentive Plan. As reported in the Troubled Company Reporter on April 17, The Mills Limited Partnership entered into an Amendment No. 3 and Waiver to its Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of Dec. 17, 2004, among Mills Limited, JPMorgan Chase Bank, N.A., as lender and administrative agent, and the other lenders. The agreement provides a conditional waiver through Dec. 31, 2006, of events of default under the facility that are associated, among other things, with: the pending restatement of the financial statements of Mills Corporation and Mills Limited, and the delay in the filing of the 2005 Form 10-K of Mills Corp. and Mills Limited. ===================== S W I T Z E R L A N D ===================== AHP INFORMATIK: St. Gallen Court Closes Bankruptcy Proceedings -------------------------------------------------------------- The Bankruptcy Court of St. Gallen entered Oct. 19 an order closing the bankruptcy proceedings of JSC AHP Informatik. The Debtor can be reached at: JSC AHP Informatik Schuppisstrasse 13 9016 St. Gallen Switzerland The Bankruptcy Service of St. Gallen can be reached at: Bankruptcy Service of St. Gallen Claudius Platzer 9001 St. Gallen Switzerland ANDREAS STEGER: St. Gallen Court Starts Bankruptcy Proceedings -------------------------------------------------------------- The Bankruptcy Court of St. Gallen in Zweigstelle Buchs commenced bankruptcy proceedings against JSC Andreas Steger on Oct. 9. The Debtor can be reached at: JSC Andreas Steger Muhlibachstrasse 10 9450 Altstatten St. Gallen Switzerland The Bankruptcy Service of St. Gallen in Zweigstelle Buchs can be reached at: Bankruptcy Service of St. Gallen Zweigstelle Buchs Hartmann 9471 Buchs St. Gallen Switzerland BAUTEC GIPS: St. Gallen Court Starts Bankruptcy Proceedings ----------------------------------------------------------- The Bankruptcy Court of St. Gallen commenced bankruptcy proceedings against JSC Bautec Gips + Fassaden on Oct. 16. The Debtor can be reached at: JSC Bautec Gips + Fassaden Bleicheweg 6 9403 Goldach St. Gallen Switzerland The Bankruptcy Service of St. Gallen can be reached at: Bankruptcy Service of St. Gallen Urs Benz 9001 St. Gallen St. Gallen Switzerland E. URBINATI: St. Gallen Court Begins Bankruptcy Proceedings ----------------------------------------------------------- The Bankruptcy Court of St. Gallen in Oberuzwil commenced bankruptcy proceedings against LLC E. Urbinati Prazisionsmechanik on Aug. 3. The Debtor can be reached at: LLC E. Urbinati Prazisionsmechanik Burerfeld 16 9245 Oberburen St. Gallen Switzerland The Bankruptcy Service of St. Gallen in Oberuzwil can be reached at: Bankruptcy Service of St. Gallen Zweigstelle Oberuzwil, Fritz Buchschacher 9242 Oberuzwil St. Gallen Switzerland GT GASTRO: St. Gallen Court Suspends Bankruptcy Proceedings ----------------------------------------------------------- The Bankruptcy Court of St. Gallen in Addolorata Tazza suspended the bankruptcy proceedings against LLC GT Gastro Trade on Nov. 8, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Oct. 17, can be reached at: LLC GT Gastro Trade Martinsbruggstrasse 45 9016 St. Gallen Switzerland The Bankruptcy Service of St. Gallen can be reached at: Bankruptcy Service of St. Gallen Addolorata Tazza 9001 St. Gallen Switzerland OBERHAMMER & PARTNER: St. Gallen Court Starts Bankruptcy Process ---------------------------------------------------------------- The Bankruptcy Court of St. Gallen commenced bankruptcy proceedings against JSC Oberhammer & Partner on Oct. 17. The Debtor can be reached at: JSC Oberhammer & Partner Martinsbruggstrasse 98a 9016 St. Gallen St. Gallen Switzerland The Bankruptcy Service of St. Gallen can be reached at: Bankruptcy Service of St. Gallen, Urs Benz 9001 St. Gallen St. Gallen Switzerland OFF PRICE: St. Gallen Court Suspends Bankruptcy Proceedings ----------------------------------------------------------- The Bankruptcy Court of St. Gallen suspended the bankruptcy proceedings of LLC OFF Price Handel on Nov. 2, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Sept. 25, can be reached at: LLC OFF Price Handel Ruheberg 15 9327 Tubach Rorschach, St. Gallen Switzerland The Bankruptcy Service of St. Gallen can be reached at: Bankruptcy Service of St. Gallen Max Banziger 9001 St. Gallen Switzerland SOLUZIONE LLC: Thurgau Court Suspends Bankruptcy Proceedings ------------------------------------------------------------ The Bankruptcy Court of Thurgau suspended the bankruptcy proceedings of LLC Soluzione on Nov. 2, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Sept. 28, can be reached at: LLC Soluzione Poststrasse 46 8274 Tagerwilen Thurgau Switzerland The Bankruptcy Service of Thurgau can be reached at: Bankruptcy Service of Thurgau 8510 Frauenfeld Thurgau Switzerland THURTECH PUMP: St. Gallen Court Suspends Bankruptcy Process ----------------------------------------------------------- The Bankruptcy Court of St. Gallen in Oberuzwil suspended the bankruptcy proceedings of JSC Thurtech, Pump- und Ruhranlagen, on Nov. 8, pursuant to Article 230 of the Swiss Bankruptcy Code. The Debtor, declared bankrupt on Oct. 11, can be reached at: JSC Thurtech, Pump- und Ruhranlagen Burerfeld 16a 9245 Oberburen St. Gallen Switzerland The Bankruptcy Service of St. Gallen in Zweigstelle Oberuzwil can be reached at: Bankruptcy Service of St. Gallen Zweigstelle Oberuzwil Urs Ghirlanda 9242 Oberuzwil St. Gallen Switzerland =========== T U R K E Y =========== ALTERNATIFBANK AS: Fitch Places B+ IDR on Rating Watch Positive --------------------------------------------------------------- Fitch Ratings affirmed Alpha Bank ratings at Issuer Default A- with a Stable Outlook, Short-term F2, Individual B/C and Support 2. It also placed Turkey-based Alternatifbank A.S.'s foreign and local currency Issuer Default B+, National Long-term BBB+ and Support 4 ratings on Rating Watch Positive. Its other ratings are affirmed at Short-term B and Individual D. The rating actions follow Alpha's announcement on Nov. 23, that it has reached an agreement with Anadolu Group to jointly establish a 50-50 holding company that would ultimately own all the financial assets that are currently owned by Anadolu Group. The RWP reflects Fitch's belief that there is a high propensity for Alpha Bank to support ABank should the need arise. However, the ability to do so could be constrained by Turkey's BB Country Ceiling. Alpha Bank estimates the acquisition to be finalized by Q107, upon which the RWP will be resolved. Alpha Bank and Anadolu Group will launch a public offer for the acquisition of the minority shares of ABank upon regulatory approvals. The parties have also agreed to have equal representation on the Board of Directors to pursue a joint decision-making process in all strategic issues. Both parties are jointly committed to the goal of turning ABank into a mid-sized bank with 100 branches in the medium term offering a wide spectrum of services, capitalizing on Alpha Bank's banking expertise and Anadolu Group's business presence in Turkey. The affirmation of Alpha Bank's ratings reflects the limited impact on its capital adequacy and financial fundamentals expected from the acquisition, although it will increase Alpha Bank's risk profile and earnings volatility. ABank is a lower mid-sized bank in Turkey, mainly focused on small and medium-sized enterprises. It had 28 branches and employed 614 staff at end-H106. ABank is majority-owned by the Anadolu Group; the remaining 6% of the shares are publicly held. The Anadolu Group is one of the largest conglomerates in Turkey and has interests in beverages, bottling, brewing, food, automotive manufacturing and distribution, consumer durables, stationery, packaging, tourism, health and financial services through several joint ventures with international companies. In 2005 the Anadolu Group's total turnover, excluding the finance sector, was US$2.9 billion, 70% of which was generated by beverages. Alpha Bank is Greece's third-largest banking group by total assets, with leading positions in most financial services sectors. At end-H106, it had a network of 383 branches in Greece plus 209 abroad, and employed 11,911 staff. Its shares are fully listed on the Athens Stock Exchange, with the bank's original founder, the Costopoulos family, holding 9% of its share capital at end-H106. ============= U K R A I N E ============= ALFA BANK: Earns RUR4.73 Billion for First 10 Months 2006 --------------------------------------------------------- Alfa Bank released its financial results for the 10 months ended Oct. 31, 2006. Alfa Bank posted an 80% year-on-year rise in net profit to RUR4.73 billion for the first 10 months of 2006. The company also registered an 80% year-on-year rise in pre-tax profit to RUR5.95 billion for the same period. About Alfa Bank Headquartered in Moscow, Russia, Alfa Bank -- http://www.alfabank.com/-- provides services in every key sector of the financial service industry, including corporate banking, retail banking, investment banking, trade finance, insurance and asset management. Alfa Bank's branch network has grown to 121, including subsidiary banks in Russia, Ukraine, Kazakhstan and the Netherlands. In 2005 total assets of the Alfa Bank and its subsidiaries grew to US$9.8 billion, total equity increased to US$855.8 million, loan portfolio net of provisions increased to US$5.7 billion. The net profit for a year 2005 was US$180.6 million. * * * As reported in the TCR-Europe on Oct. 6, Fitch Ratings assigned Alfa MTN Issuance Limited's US$400 million 7.875% notes issue due October 2009 a Long-term BB- rating. The proceeds from the issue will be on-lent to Alfa Bank, rated Issuer Default BB- /Outlook Stable, Short-term B, Support 4, Individual C/D, and National Long-term A+/Outlook Stable. As reported in the TCR-Europe on Sept. 12, Fitch Ratings upgraded Russia-based Alfa Bank's ratings to Issuer Default BB- from B+, Individual C/D from D and National Long-term to A+ from A. The Outlooks on the Issuer Default and National Long-term ratings remain Stable. Alfa's other ratings are affirmed at Short-term B and Support 4. Alfa's outstanding senior unsecured debt issues are also upgraded to BB- from B+ and its subordinated debt issue due December 2015 to B+ from B-. The two-notch upgrade of the subordinated debt reflects the rules-based, rather than recoveries-based, approach to assigning Recovery Ratings to issues of entities rated BB- and above. As reported in the TCR-Europe on July 17, Moody's Investors Service upgraded Alfa Bank's Financial Strength Rating to D from D- and changed its outlook to stable from positive. At the same time, the bank's Ba2 long-term foreign currency deposit and senior unsecured debt ratings have been affirmed with their corresponding outlooks changed to stable. The bank's Not-Prime short-term foreign currency deposit and debt ratings and their outlook remain unchanged. SITRONICS JSC: Inks Regional Alliance Deal with Cisco Systems ------------------------------------------------------------- Cisco Systems Inc. and Sitronics JSC disclosed of regional alliance to address the rapidly expanding telecommunications market in Russia and CIS countries and other emerging markets, such as Central and Eastern Europe; and Middle East and Africa. Cisco and SITRONICS will focus on providing advanced communication solutions in countries that are undergoing major economic and social transformation. This includes Information and Communications Technologies planning and implementation to increase the productivity of businesses, ramp up connectivity and find new ways to educate the populace. "The ability to connect countries and communities in a way that is replicable across multiple regions, in alignment with government policies and beneficial to both the population and the economy, is a major area of focus for Cisco," commented Paul Mountford, President of Emerging Markets Theatre for Cisco. "The go-to-market model developed by Cisco and SITRONICS will help telecoms operators increase their profitability and market reach, as well as help improve broadband penetration which, at present, is around 11 percent for the regions in question." Initially focused on migrating existing public switched telephone network infrastructure to an IP network platform, the modernization solution offered will be built around Sitronics' IP-NGN soft-switching and OSS portfolio, and Cisco's core routing and switching products, including the CRS-1 Carrier Routing System. MGTS, the leading Russian telecommunications operator that has 4.3 million subscribers in the Moscow region, is already successfully implementing the solution. The advanced solution for our network modernization is based on NGN technology developed by Cisco and Sitronics. "It's the optimal solution for our company," commented Alexei Goltsov, MGTS CEO. "Their collaboration helps MGTS offer its subscribers advanced telecom services in a short timeframe." In addition to the PSTN Modernization solution, Cisco and SITRONICS are also investigating potential engagements in additional areas of technology, such as IPTV, wireless broadband and managed services. "The competitive challenges in developing markets can differ significantly. That is why the creation of strong working relationship with Cisco will ensure our continued growth in the region," commented Evgeni Utkin, CEO at Sitronics. "Sitronics is a unique technology company that, geographically, covers the entire Russia and CIS region, as well as the developing markets of Southern Europe and Middle East. The alliance demonstrates Cisco's and SITRONICS' commitment to the Emerging Markets theatre." About Cisco Cisco Systems Inc. -- http://www.cisco.com/-- is the worldwide leader in networking that transforms how people connect, communicate and collaborate. About Sitronics Headquartered in Moscow, Russia, JSC Sitronics -- http://www.sitronics.com/-- provides telecommunications solutions, IT solutions and microelectronic solutions in the CIS region with a rapidly growing presence in other EEMEA markets. Sistema controls the company. The company also operates in Russia, CIS countries, Eastern Europe, Middle East, Africa and North America. * * * On Feb. 16, the TCR-Europe reported that Fitch Ratings gave Concern Sitronics JSC a Long-term IDR rating of B- with a Stable Outlook and an expected rating of B- to Sitronics' guaranteed up to US$200 million bond with a maturity of three years. The assignment of the final bond rating is contingent on receipt of final documents conforming to information already received. The ratings take into account that Sitronics is Russia and the CIS region's largest technology group, and its small scale on a global perspective. Sitronics benefits from support of Sistema Joint Stock Financial Corp, its dominant shareholder. Although it does not guarantee Sitronics' obligations, Sitronics is its second largest subsidiary and its default would trigger a cross- default of Sistema's bonds. The Stable Outlook reflects an expectation that although Sitronics' businesses will continue to grow at strong rates, the company is likely to remain a niche player and will not be able to materially improve its competitive position vis-a-vis its larger rivals. SITRONICS JSC: Intracom Unit Inks EUR1.1-Mln Deal with T-HT ----------------------------------------------------------- Intracom Telecom, a unit of Sitronics JSC, has signed an agreement for provisioning and implementing a Network Management project to T-HT Croatian Telecom Inc. The EUR1.1 million project includes the extension -- 3rd in three years -- of the Real Time Traffic Management System, the extension of the Signaling Monitoring System for SS7, as well as the equivalent support and maintenance services for a two years period. Within the framework of the agreement, apart from the relevant hardware and software, Intracom Telecom will provide associated professional services including installation, configuration, training and support & maintenance services. Intracom Telecom's provisioning is based on two different products: -- RTTMS is an Intracom Telecom product, which encompasses all the functions necessary to identify and mitigate / resolve the conditions that adversely affect the PSTN/ISDN network performance and customer quality of service, by collecting the related Key Performance Indicators and by automatically applying the necessary network controls. The new RTTMS extension will provide T-HT with new RTTMS capabilities and enable more efficient management of the PSTN/ISDN network. -- SIGNALING Monitoring System (acceSS7) Solution was developed by Agilent Technologies and will enable T-HT Croatia to have prompt and efficient supervision of the entire SS7 network protocol by retrieving valuable information for the rendered services in order to ensure a high quality of service level offered to their customers. About T-HT Croatian Telecom Inc. is the leading provider of elecommunications services in Croatia and the sole company to offer the full range of telecommunication services. The basic activities of Croatian Telecom Inc. and its subsidiary T-Mobile Croatia LLC, or T-HT Group, comprise provision of telecommunications services, design and construction of telecommunications networks on the territory of the Republic of Croatia. About Sitronics Headquartered in Moscow, Russia, JSC Sitronics -- http://www.sitronics.com/-- provides telecommunications solutions, IT solutions and microelectronic solutions in the CIS region with a rapidly growing presence in other EEMEA markets. Sistema controls the company. The company also operates in Russia, CIS countries, Eastern Europe, Middle East, Africa and North America. * * * On Feb. 16, the TCR-Europe reported that Fitch Ratings gave Concern Sitronics JSC a Long-term IDR rating of B- with a Stable Outlook and an expected rating of B- to Sitronics' guaranteed up to US$200 million bond with a maturity of three years. The assignment of the final bond rating is contingent on receipt of final documents conforming to information already received. The ratings take into account that Sitronics is Russia and the CIS region's largest technology group, and its small scale on a global perspective. Sitronics benefits from support of Sistema Joint Stock Financial Corp, its dominant shareholder. Although it does not guarantee Sitronics' obligations, Sitronics is its second largest subsidiary and its default would trigger a cross- default of Sistema's bonds. The Stable Outlook reflects an expectation that although Sitronics' businesses will continue to grow at strong rates, the company is likely to remain a niche player and will not be able to materially improve its competitive position vis-a-vis its larger rivals. VIMPEL-COMMUNICATIONS: Earns US$268 Million in Third Quarter ------------------------------------------------------------ OJSC Vimpel-Communications released financial results for the third quarter and first nine months ended Sept. 30, 2006. Vimpelcom posted US$268.37 million in net profit against US$1.36 billion in revenues for the third quarter of 2006, compared with US$194.88 million in net profit against US$890.29 million in revenues for same period in 2005. The company posted US$613.54 million in net profit against US$3.42 billion in revenues for the first nine months of 2006, compared with US$463.38 million in net profit against US$2.3 billion in revenues for same period in 2005. "We had a very successful third quarter with quarter-on-quarter growth rates for operating revenues, OIBDA and net income exceeding 20%," Alexander Izosimov, Chief Executive Officer of VimpelCom, said. "All-time high financial figures underline our ability to deliver top line results against strategic priorities, and with good cost control, drive OIBDA faster than revenue. "In Russia, we continued to focus on the quality of our subscriber base, revenue growth and profitability. We again delivered year-on-year ARPU growth, with the third quarter increase much more pronounced than in the previous quarter. This improvement was driven by improved quality of our subscriber base, growing traffic, conservative pricing policy and increased interconnect charges between mobile operators. "Growth in Kazakhstan continues. Our priorities remain on increasing subscriber market share and expanding usage. An 11% gain in market share and a 30% increase in usage over the past 12 months led to substantial improvements in our financial performance. Net operating revenues for the third quarter of 2006 more than doubled as compared with the third quarter of 2005 and OIBDA grew by more than 2.5 times during the same period. "In Ukraine, our focus is on growing our subscriber base and, at the same time, improving network coverage and quality. We made substantial progress in these areas, leading to improved performance of our key financial and operating indicators. Currently our subscriber base in Ukraine is just under 1.6 million. Going forward we plan to continue to enhance our position in Ukraine. "In Uzbekistan and Tajikistan, we launched our "Beeline" brand in September 2006 as planned. We are now concentrating on network build-out, functional improvements of operations and quality growth of our subscriber base. "In the Caucasus, we recently completed the acquisition of ArmenTel, a telecom operator in Armenia. Coupled with our recent entry into Georgia, we are on the way to becoming an important telecom operator in this part of the world." As of Sept. 30, 2006, Vimplecom has US$7.75 billion in total assets, US$3.86 in total liabilities, and US$3.89 billion in shareholders' equity. About VimpelCom Headquartered in Moscow, Russia, OJSC Vimpel-Communications -- http://www.vimpelcom.com/-- provides mobile telecommunications services in Russia and Kazakhstan with newly acquired operations in Ukraine, Tajikistan and Uzbekistan. The Company operates under the 'Beeline' brand in Russia and Kazakhstan. In addition, VimpelCom is continuing to use 'K-mobile' and 'EXCESS' brands in Kazakhstan. The group wholly owns Mobitel in Georgia. * * * As reported in the TCR-Europe on Oct. 12, Standard & Poor's Ratings Services raised its long-term corporate credit rating on Russia-based mobile telecommunications operator Vimpel- Communications (JSC) to 'BB+' from 'BB', reflecting the company's continuing strong performance. S&P said the outlook is stable. VNESHTORGBANK: VTB24 Unit Earns RUR900 Mln for First 10 Months -------------------------------------------------------------- Vneshtorgbank Retail Financial Services, a unit of JSC Vneshtorgbank, released its financial results for the 10 months ended Oct. 31, 2006. VTB24 hiked its net profit by 220% year-on-year to RUR900.7 million for the first 10 months of 2006. The unit also increased its operating profit by 113% increase from RUR519.3 million for the first 10 months of 2006 to RUR1.1 billion for the same period of 2005. VTB24 specializes in servicing individuals, private entrepreneurs and small business organizations. About Vneshtorgbank Headquartered in Moscow, Russia, JSC Vneshtorgbank and its subsidiaries are a leading Russian commercial banking group, offering a wide range of banking services and conducting operations in both Russian and international markets. As of Dec. 31, 2005, the Group had a network of 151 branches, including 55 branches of VTB, 42 branches of VTB Retail Services and 54 branches of Industry and Construction Bank, located in major Russian regions. The Group operates through three subsidiaries located in the CIS (Armenia, Georgia, Ukraine), seven subsidiaries located in Western Europe (Austria, Cyprus, Switzerland, Germany, Luxembourg, France) and Great Britain and through five representative offices located in India, Italy, China, Byelorussia and Ukraine. * * * Following the recent upgrade of the Russian sovereign foreign and local currency IDRs to BBB+ from BBB, Fitch ratings lifted Vneshtorgbank's Upgraded to foreign currency and local currency IDR to BBB+ from BBB with a Stable Outlook and Short-term to F2 from F3. Fitch also affirmed the Individual rating at C/D and Support at 2. Fitch also upgraded Vnesheconombank IDR rating to BBB+ from BBB with a Stable Outlook; and Short-term to F2 from F3. Fitch affirmed the Support rating at 2. =========================== U N I T E D K I N G D O M =========================== ADVANCED MOBILE: Appoints Gerald Irwin as Liquidator ---------------------------------------------------- Gerald Irwin of Irwin & Company was appointed Liquidator of Advanced Mobile Systems Limited on Nov. 17 for the creditors' voluntary winding-up procedure. Headquartered in Warrington, England, Advanced Mobile Systems Limited -- http://www.advancedmobilesystems.co.uk/-- distributes hands free car kits and accessories, tracking -- navigation, vehicle security products and reversing aids. The company also offers a nationwide fitting service to complement its range of products. ALERIS INT'L: Moody's Lowers B1 Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service downgraded Aleris International Inc.'s corporate family rating to B2 from B1. At the same time Moody's assigned these ratings to Aurora Acquisition Merger Sub, Inc: -- proposed senior secured term loan at B2; -- proposed senior unsecured notes at B3; -- proposed senior subordinated notes at Caa1; and, -- a B2 rating to Aleris Deutschland Holding GMBH's proposed senior secured term loan. The rating actions are prompted by the merger of Aleris International with Texas Pacific Group in a leveraged transaction under which TPG will acquire the outstanding stock of Aleris for around US$1.7 billion plus the assumption of roughly US$1.6 billion in debt. The ratings for the proposed debt instruments assume that the merger will close as contemplated. The rating outlook is stable Moody's also confirmed the Ba3 ratings on Aleris and Aleris Deutschland's existing term loans, which ratings will be withdrawn upon closing of the merger. This concludes the review for possible downgrade initiated on Aug. 8, 2006. In conjunction with the proposed merger of Aleris and TPG, Aurora, the newly created acquisition vehicle, will issue US$2.2 billion in debt through the instruments rated above. Upon consummation of the merger, Aurora will merge with and into Aleris and Aleris will be the continuing company, legally assuming all obligations of Aurora. The downgrade of Aleris's corporate family rating reflects: -- the substantial increase in debt resulting from the leveraged acquisition of the company, with LTM Sept. 30, 2006 pro forma leverage of roughly 4.8x; -- its weakened debt protection metrics; and, -- the execution risks for timely deleveraging, particularly for a company with relatively thin margins and high sensitivity to volume levels. Aleris's propensity towards acquisitions, which Moody's believes will be a continuing impetus for growth over the intermediate term, and the integration risks associated with the recently closed Corus acquisition, remain ongoing considerations in the rating. Including around US$230 million in drawings under a US$750 million asset backed loan facility, total debt will be around US$2.4 billion versus roughly US$1.5 billion currently on the same asset and business operating base. In addition, the rating considers the lack of comparative financials for any meaningful time frame given the recent history of mergers and acquisitions, commencing with the late 2004 merger between IMCO Recycling and Commonwealth Industries and including the four acquisitions in late 2005 and the more recent acquisition of certain downstream aluminum assets of Corus. However, the corporate family rating reflects: -- Aleris's broadened diversity and size after the acquisition of certain aluminum rolling assets from Corus, including a portfolio of higher value-added end use markets; -- its improving cost position; and, -- favorable demand trends expected to continue in many of the company's end markets into 2007. Embedded in the rating is Moody's expectation that Aleris will apply free cash flow generated in the more positive aluminum market environment currently existing to deleverage, although Moody's expects meaningful debt reduction will take two to three years. The stable outlook reflects Moody's expectation that the current favorable business environment for aluminum products for aerospace, automotive, commercial construction and industrial applications will continue into 2007, allowing for good earnings and cash flow generation over the near term. Moody's expects that operating margins will remain in the mid single-digit range, that free cash flow to debt will be at least 5% on a sustainable basis, and that financial leverage will remain under 5.5x. Although Moody's acknowledges that the company's pro forma credit metrics remain weakly positioned in the B rating category, the ratings and outlook are predicated on our expectation that the company will generate positive free cash in 2006 and 2007, allowing for a reduction in debt to levels more reasonable for a cyclical business. Financing for the merger includes a US$750 million secured asset backed loan secured by receivables and inventory with a second priority interest in plant and equipment, a US$700 million secured term loan at Aleris, secured by domestic plant and equipment and guaranteed by domestic subsidiaries and an approximate $400 million secured term loan at Aleris Deutschland, GMBH secured by foreign plant and equipment and guaranteed by Aleris International, its domestic subsidiaries and the subsidiaries of Aleris Deutschland. The term loans are cross collateralized and also have a second priority interest in the assets securing the ABL. While the term loans are not at parity in the overall capital structure, in that the term loan to Aleris does not benefit from guarantees from the foreign subsidiaries, Moody's has equalized the ratings on the term loans reflective of the low leverage at the European level and the overall level of combined collateral. The B2 rating on the secured term loans under Moody's loss given default methodology reflects their position in the capital structure and liability waterfall, and the dilution in collateral coverage attributable to the significant increase in the size of the term loans in this transaction relative to plant and equipment values. Under Moody's loss given default methodology, the B3 rating on the US$600 million unsecured notes and the Caa1 rating on the $500 million subordinated notes reflects their weak position in the capital structure, the absence of available collateral from Moody's perspective given the level of secured debt ahead of these instruments and therefore the lower recovery prospects of these instruments. Although the senior unsecured notes include a PIK interest option at the company's discretion, this feature does not add any lift to the rating. These ratings were downgraded: * Aleris International -- corporate family rating to B2 from B1 These ratings were confirmed: * Aleris International -- US$400 million senior secured guaranteed term loan at Ba3 * Aleris Deutschland Holding GMBH -- EUR200 million senior secured guaranteed term loan at Ba3 These ratings were assigned: * Aurora Acquisition Merger Sub, Inc. -- B2 Corporate Family Rating -- B2 PDR, Probability of default rating -- B2, LGD3, 46% senior secured guaranteed term loan, -- B3, LGD4, 63% senior unsecured notes, -- Caa1, LGD6, 93% senior subordinated notes. -- Probability of default at B2 * Aleris Deutschland Holding GMBH -- B2, LGD3, 46% senior secured guaranteed term loan Aleris, headquartered in Beachwood, Ohio, had revenues of $2.4 billion in 2005. LTM Sept. 30, 2006 pro-forma revenues for the acquisitions made by Aleris in late 2005 and for the acquisition of select assets of Corus were US$5.6 billion. 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. ALERIS INT'L: S&P Cuts Rating to B+ on Increased Debt Leverage -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Beachwood, Ohio-based Aleris International Inc. to 'B+' from 'BB-'and removed it from CreditWatch, where it was placed with negative implications on Aug. 9, 2006. The CreditWatch placement followed the announcement that Texas Pacific Group had agreed to acquire Aleris' outstanding stock for nearly US$3.4 billion, consisting of US$1.7 billion in cash plus assumed debt, representing a 6.8x trailing-12-months EBITDA multiple. The outlook is stable. At the same time, Standard & Poor's assigned its 'B+' and '2' recovery ratings to the company's proposed US$1.1-billion senior secured term loan. The '2' recovery rating indicates the expectation of a substantial (80%-100%) recovery of principal in the event of a payment default. Aleris International Inc., a U.S. corporation, and Aleris Deutschland Holding GmbH, its German subsidiary, will be co-borrowers under the term loan facility. The company contemplates that Aleris International will borrow US$700 million, with the remaining US$400 million borrowed in a combination of euros and dollars by Aleris Deutschland. Standard & Poor's also assigned its 'B-' ratings to Aleris' proposed US$500-million senior subordinated notes and proposed US$600-million senior unsecured notes. The senior unsecured notes carry a payment-in-kind "toggle" feature. The ratings are based on preliminary terms and conditions and are predicated on the completion of the TPG transaction and related financings substantially in the form currently anticipated. The proceeds from the issues, along with proceeds from a revolving credit facility, will primarily be used to refinance existing debt, finance the acquisition, and fund working capital and transactions costs. "The downgrade reflects the company's substantial increase in debt leverage stemming from the TPG transaction and weakened credit protection measures," said Standard & Poor's credit analyst Marie Shmurak. "We remain concerned that management will continue to opportunistically make cash-financed acquisitions and that economic weakness will cause credit metrics to decline. However, we expect Aleris' markets to remain relatively healthy in the intermediate term, which should enable the company to reduce leverage. "We could change the outlook to positive if management reaches and maintains more moderate debt levels. We could change the outlook to negative and ratings on Aleris could be pressured if the company's debt levels remain high and performance weakens materially because of intensified competition or market conditions deteriorate." ALL 4 PETS: Taps Liquidator from David Horner & Co. --------------------------------------------------- David Anthony Horner of David Horner & Co. was appointed Liquidator of All 4 Pets Limited on Nov. 21 for the creditors' voluntary winding-up procedure. The company can be reached at: All 4 Pets Limited Beck House Scagglethorpe Malton North Yorkshire YO178ED United Kingdom Tel: 01944 758 717 Fax: 01944 758 137 ARROWAK SECURITY: Names Gordon Craig as Administrator ----------------------------------------------------- Gordon Craig of Cresswell Associates Ltd. was named administrator of Arrowak Security Ltd. (Company Number 05184985) on Nov. 16. The administrator can be reached at: Gordon Craig Cresswell Associates Limited West Lancashire Investment Centre Maple View Whitemoss Business Park Skelmersdale Lancashire WN8 9TG United Kingdom Tel: 01695 712683 Arrowak Security Ltd. can be reached at: Suite 143 Riverpark Road Manchester Lancashire M40 2XS United Kingdom Tel: 0161 223 8020 Fax: 0161 223 8022 ASPIRE WINDOWS: Appoints Antony Robert Fanshawe as Administrator ---------------------------------------------------------------- Antony Robert Fanshawe of Fanshawe Lofts was appointed administrator of Aspire Windows & Conservatories Ltd. (Company Number 05223768) on Nov. 16. The administrator can be reached at: Antony Robert Fanshawe Fanshawe Lofts 41 Castle Way Southampton Hampshire SO14 2BW United Kingdom Tel: 023 8023 3522 Fax: 023 8023 3504 E-mail: sa@fanshawe-lofts.co.uk arf@fanshawe-lofts.co.uk Aspire Windows & Conservatories Ltd. can be reached at: Unit 6 Stanstead Business Park Stanstead Road Eastleigh Hampshire SO50 4RZ United Kingdom Tel: 023 8065 3005 Fax: 023 8065 3180 COLTRANE CLO: Fitch Assigns BB Ratings to EUR3.75-Million Notes --------------------------------------------------------------- Fitch Ratings assigned ratings to Coltrane CLO Plc floating-rate notes: -- EUR26 million Class B due January 2022 A; -- EUR45 million Class C due January 2022 BBB; -- EUR1.75 million Class D-1 due January 2022 BB; and -- EUR2 million Class D-2 due January 2022 BB. CONNECTIONS DATA: Claims Filing Period Ends Feb. 14, 2007 --------------------------------------------------------- Creditors of Connections Data Services Limited have until Feb. 14, 2007, to prove their debts by sending written statements of the amounts they claim to be due to them from the Company to appointed Joint Liquidator J. N. R. Pitts at: J. N. R. Pitts Begbies Traynor Glendevon House Hawthorn Park Coal Road Leeds LS14 1PQ United Kingdom The company can be reached at: Connections Data Services Limited Unit 3 Temple Street Hull North Humberside HU5 1AD United Kingdom Tel: 01482 887 844 Fax: 01482 880 144 CRAEGMOOR FUNDING: Moody's May Downgrade Ratings After Review ------------------------------------------------------------- Moody's Investors Service confirmed the rating of Class M Notes issued by Craegmoor Funding (No.2) Limited, a securitization of a U.K. portfolio of elderly and specialist homes. The ratings of Class B1 and B2 Notes remain on review for possible downgrade. Moody's placed Class M, class B1 and B2 Notes on review for possible downgrade on Oct. 25, 2006. Moody's review took into account: (i) the progress in asset disposals, (ii) updated financial information up to September 2006, and (iii) discussions with management. Asset sales are progressing and disposal proceeds are within management's expectations. To date, 29 properties have been sold out of the 31 that were earmarked for sale. According to management, disposal proceeds will be used to acquire additional properties from the non-securitized estate. Even though Moody's has not analyzed any potential new assets, Moody's expectation is that the cash flow from these additional assets will further improve the net cash flow available to service the transaction. Operating performance has improved, primarily through a reduction in costs. Management confirmed that cost reductions can be attributed to the sale of non-profitable assets. Moody's notes that revenues have remained relatively stable but occupancy has decreased. To continue to meet DSCR targets in the future, management will need to deliver results comparable with last quarter's performance. Improvements in the shared services centre continue to lag behind moody's expectations. Moody's anticipates, based on discussions with management, that 2006 audited financials will not contain any audit qualifications. Moody's review concluded that the additional cash flow anticipated from the new assets to be included in the pool together with the improvement in the portfolio's performance was sufficient to confirm the ratings of Class M. However, Class B1 and B2 are still exposed to potential delays in further cash flow improvements and to management's ability to succesfully complete the restructuring. Moody's rating review for the Class B1 and B2 Notes will focus on: (1) management's ability to provide to Moody's detailed information on next year's budget and proposed plans to improve performance going forward; (2) the sustainability of the underlying operating performance, especially regarding revenue growth, cost reductions and progress in the shared service center; (3) the anticipated cash flow increase from new assets; and (4) Moody's view on the strategy of Craegmoor's management to improve the portfolio's performance in the near term. Moody's expects to meet with Craegmoor management and receive budget information by February 2007. Rating actions in detail (amounts reflect current outstandings): -- GBP30-Mln Class M Floating Rate Notes Baa2, rating confirmed; -- GBP15-Mln Class B1 Floating Rate Notes Ba3, remains on review for possible downgrade; and -- GBP42.2-Mln Class B2 Fixed Rate Notes Ba3, remains on review for possible downgrade. D & S RUSHTON: Creditors' Claims Due Dec. 16 -------------------------------------------- Creditors of D & S Rushton Contracting Limited have until Dec. 16 to send in their full names, their addresses and descriptions, full particulars of their debts or claims, and the names and addresses of their Solicitors (if any) to appointed Liquidator Stephen P. J. White at: White & Co. Suite 508 Daisyfield Business Centre Appleby Street Blackburn United Kingdom The company can be reached at: D & S Rushton Contracting Limited Acre Hill Farm Lane Ends Bolton By Bowland Clitheroe Lancashire BB7 4PH United Kingdom Tel: 01200 447 126 DSA BILINGUAL: Appoints Joint Liquidators from Begbies Traynor -------------------------------------------------------------- Timothy John Edward Dolder and Paul Michael Davis of Begbies Traynor (South) LLP were appointed Joint Liquidators of DSA Bilingual Limited (formerly Busylock Limited) on Nov. 15 for the creditors' voluntary winding-up procedure. Headquartered in London, England, DSA Bilingual Limited -- http://www.dsabilingual.co.uk/-- is a recruitment firm specializing in support staff with foreign language skills and office experience. DIAGNATEK LIMITED: Calls In Joint Liquidators from Vantis --------------------------------------------------------- G. Mummery and P. Atkinson of Vantis Redhead French Limited were appointed Joint Liquidators of Diagnatek Limited on Nov. 15 for the creditors' voluntary winding-up procedure. The company can be reached at: Diagnatek Limited 11 Bridle Close St. Albans Hertfordshire AL3 5HX United Kingdom Tel: 01727 762 367 DIASYS CORP: Deloitte & Touche Raises Going Concern Doubt --------------------------------------------------------- Deloitte & Touche LLP expressed substantial doubt about DiaSys Corporation's ability to continue as a going concern after auditing the company's financial statements for the fiscal years ended June 30, 2006 and 2005. The auditing firm pointed to the company's recurring losses from operations, cash used by operating activities, negative working capital, and accumulated deficit. DiaSys Corp.'s net loss decreased US$981,451 from US$2,029,245 in fiscal year 2005 to US$1,047,794 in fiscal year 2006. This decrease was due primarily to the implementation and completion of the consolidation of the company's manufacturing facilities into the United Kingdom, along with other cost reduction plans begun in fiscal year 2005. Net sales decreased 11.8% or US$225,980 from US$1,914,077 in fiscal year 2005 to US$1,688,097 in fiscal 2006. Domestic US sales decreased US$88,049 from US$386,854 in fiscal year 2005 to US$298,805 in fiscal year 2006. International sales decreased US$137,931 from US$1,527,223 in fiscal year 2005 to US$1,389,292 in fiscal year 2006. The decrease in international sales can be largely attributed to the decrease in sales to the company's distributor in China. During its 2006 fiscal year, the company entered into additional distribution agreements. The company believes that the effects of these distribution agreements will impact sales primarily in future periods. At June 30, 2006, the company's balance sheet showed US$4,368,428 in total assets, US$1,013,773 in total liabilities and stockholders' equity of US$3,354,655. Working capital deficiency increased by US$229,541 from June 30, 2005 to June 30, 2006. Cash and equivalents as of June 30, 2006 increased by US$40,047 over the same period. Cash used in operating activities was US$280,091 for the current fiscal year. The cash used in operations resulted primarily from the operating loss, offset by a reduction in inventories and an increase in accounts payable and accrued expenses. The cash shortfall was funded primarily by: -- borrowings from management; -- the exercising of options by the Chairman of the Board of Directors; and -- the issuance of shares of capital stock and warrants to a group of outside investors. Management says the company will require additional financing to discharge its obligations for at least the next twelve months. The company had unshipped orders totaling US$425,247 as of June 30, 2006. A full-text copy of the company's annual report is available for free at http://researcharchives.com/t/s?163f Continued OTCBB Listing On Nov. 20, DiaSys disclosed that it has satisfied requirements for continued listing of its Common Stock on the OTC Bulletin Board, under the symbol DYXC.OB, after filing its Annual Report on Form 10-KSB for its fiscal year ended June 30,2006. Headquartered in Waterbury, Connecticut, DiaSys Corporation -- http://www.diasys.com/-- designs, develops, manufactures and distributes proprietary medical laboratory equipment, consumables and infectious disease test-kits to healthcare & veterinary laboratories worldwide. The Company operates in Europe through its wholly owned subsidiary based in Wokingham, England and through distributors in South America. DURA AUTOMOTIVE: Taps Brunswick as Communications Consultants ------------------------------------------------------------- DURA Automotive Systems Inc. and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Brunswick Group LLC as corporate communications consultants, nunc pro tunc to Oct. 30, 2006. Keith Marchiando, the company's chief financial officer, notes that Brunswick has extensive experience in corporate and crisis communications. The company says that since its founding in 1987, Brunswick has provided public relations services to companies experiencing financial and operating difficulties. It has recently provided services in a number of large and mid-sized bankruptcy restructurings. As communications consultants, Brunswick will: (a) prepare materials to be distributed to the Debtors' employees explaining the impact of the Reorganization Cases, (b) draft correspondence to creditors, vendors, employees and other interested parties regarding the Reorganization Cases, (c) prepare written guidelines for head office and location managers to assist them in addressing employee and customer concerns, (d) prepare news releases for dissemination to the media for distribution, (e) interface and coordinate media reports to contain the correct facts and the Debtors' perspective as an ongoing business, (f) assist the Debtors in maintaining their public image as a viable business and going concern during the Chapter 11 reorganization process, (g) assist the Debtors, and develop internal systems, in handling inquiries, (h) coordinate public relations services with a third party making an investment in the Debtors, (i) perform other strategic communications consulting services as may be required by the Debtors in the Reorganization Cases, and (j) provide additional public relations services appropriate and necessary to the benefit of the Debtors' estates. The Debtors will pay Brunswick based on the firm's hourly rates: Professional Hourly Rate ------------ ----------- Partner US$700 Director US$550 Associate US$450 AD US$325 Exec US$225 The Debtors will also reimburse Brunswick for its actual and necessary out-of-pocket expenses. Production-related expenditures -- e.g., photography, printing, etc. -- will be charged to the Debtors at cost. The Debtors have made prepetition payments totaling US$227,917 to Brunswick in the year preceding the bankruptcy filing date. The payments have been applied to outstanding invoices and on account of fees and expenses incurred in providing services to the Debtors in connection with the restructuring activities. The payments received include: (a) US$91,495 for fees and expenses incurred for periods before Oct. 13, and (b) US$136,422 on Oct. 24, 2006. The Debtors do not owe Brunswick any amount for services performed or expenses incurred prior to its bankruptcy filing and thus Brunswick is not a pre-petition creditor of the Debtors. Robert Mead, a partner at Brunswick, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, and it does not hold nor represent any interest adverse to the Debtors or their estates. Rochester Hills, Mich.-based DURA Automotive Systems, Inc. (Nasdaq: DRRA) -- 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 industry. The company is also a supplier of similar products to the recreation vehicle and specialty vehicle industries. DURA sells its automotive products to North American, Japanese and European original equipment manufacturers and other automotive suppliers. The Debtors filed for chapter 11 petition on Oct. 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 the Debtors. 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. 6; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). EUROMAX V: Fitch Rates EUR5-Million Class B2 Notes at BB- --------------------------------------------------------- Fitch Ratings assigned Euromax V ABS PLC's issue of EUR307.5 million floating-rate notes final ratings. The transaction is a securitization of structured finance assets including primarily residential and commercial mortgage-backed securities. -- EUR4.5 million Class X floating-rate note due 2013: AAA; -- EUR210 million Class A1 floating-rate note due 2095: AAA; -- EUR20 million Class A2 floating-rate note due 2095: AAA; -- EUR18 million Class A3 floating-rate note due 2095: AA; -- EUR21.5 million Class A4 deferrable floating-rate note due 2095: A; -- EUR22 million Class B1 deferrable floating-rate note due 2095: BBB-; -- EUR5 million Class B2 deferrable floating-rate note due 2095: BB-; -- EUR5 million Class D1 combination notes due 2095: A; and -- EUR7.5 million Class D2 combination notes due 2095: A. The ratings on the Class X, A1, A2 and A3 notes address the likelihood that investors will receive full and timely payments of interest and ultimate repayment of principal by the legal final maturity date, according to the conditions of the notes. The ratings on the Class A4, B1 and B2 notes address the likelihood that investors will receive ultimate repayment of principal and interest, including deferred interest, by the legal final maturity date, according to the conditions of the notes. The ratings on the Class D1 and D2 combination notes address the ultimate receipt of the rated balance from funds received on their components by the legal final maturity date, according to the conditions of the notes. The ratings are based on the credit enhancement provided to the various Classes of notes in the form of subordination, structural protection and excess spread. Credit enhancement, in the form of subordination, for the A1 notes totals 30%, of which 6.7% is provided by the A2 notes, 6% by the A3 notes, 7.2% by the A4 notes, 7.3% by the B1 notes, 1.7% by the B2 notes and 1.17% by the unrated subordinated C notes. Some of the EUR6.5 million proceeds from the subordinated notes will be used to pay certain initial expenses of the issuer rather than to purchase collateral and therefore will not be available for subordination. The ratings are also based on the quality and diversity of the portfolio of assets, which are selected by the collateral manager, Collineo Asset Management GmbH, subject to the guidelines outlined in the collateral management agreement. The guidelines limit the collateral manager's portfolio allocations with respect to obligor, industry and asset type. Collineo will actively manage the collateral over the six-year reinvestment period. Collineo has the ability, amongst other things, to invest in primarily RMBS and CMBS assets, and, to a lesser extent, CDOs, SME CDOs and real estate B-notes. Euromax V is one of the first Fitch-rated European CDOs of ABS to include the ability for the manager to invest in B-notes. Collineo's CDO Asset Manager Rating of CAM 2 was affirmed on Oct. 27. Euromax V ABS PLC is a limited liability company incorporated under the laws of Ireland. At the closing date, the issuer purchased or committed to purchase at least 70% of the target portfolio; the remainder will be purchased over the following nine months. GENERAL MOTORS: Completes 51% GMAC Stake Sale for US$14 Billion --------------------------------------------------------------- General Motors Corp. has completed the sale of a 51% interest in GMAC LLC to a consortium of investors led by Cerberus FIM Investors LLC and including wholly owned subsidiaries of Citigroup Inc., Aozora Bank Ltd. and The PNC Financial Services Group, Inc. The transaction will preserve the mutually beneficial relationship between GM and GMAC, while improving GMAC's access to cost-effective funding. In addition, the sale of the controlling interest in GMAC will provide significant liquidity to GM that will support its North American turnaround plan, finance global growth initiatives and strengthen its balance sheet. "This has been a year of significant actions and progress for GM, as we aggressively execute our North America turnaround plan and position the company for long-term growth and profitability. Successfully completing the GMAC transaction has been a key priority for the company, and an important step to further support GM's turnaround," said GM Chairman and Chief Executive Officer Rick Wagoner. "This transaction will result in a stronger GMAC, with enhanced access to funding at lower costs and greater opportunities for growth, including leveraging their traditionally strong relationships with GM dealers. "Although GMAC will have a new majority owner, GM and GMAC will remain strategic partners through various long-term agreements. GM will retain a 49% ownership stake in GMAC, and the close operating relationship between the companies will continue," Wagoner said. "We look forward to working with the Cerberus-led consortium as majority owners of GMAC in the future. All the parties are committed to maintaining a high degree of service to our dealers by providing the right wholesale, retail and lease products to support the sale of GM cars and trucks." GM expects to receive around US$14 billion in net cash proceeds and distributions over three years, after repayment of intercompany debt but before purchases of preferred equity in GMAC. This includes a US$7.4 billion purchase price, a US$2.7 billion cash dividend from GMAC and other transaction related cash flows including the monetization of certain retained assets. GM and the Cerberus-led consortium invested US$1.9 billion of cash in preferred equity in GMAC -- US$1.4 billion by GM and US$500 million by the consortium. About General Motors General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the world's largest automaker, has been the global industry sales leader since 1931. Founded in 1908, GM employs about 317,000 people around the world. It has manufacturing operations in 32 countries and its vehicles are sold in 200 countries. * * * As reported in the TCR-Europe on Nov. 16, Standard & Poor's Ratings Services assigned its 'B+' bank loan rating to General Motors Corp.'s proposed US$1.5 billion senior term loan facility, expiring 2013, with a recovery rating of '1'. The 'B+' rating was placed on Creditwatch with negative implications, consistent with the other issue ratings of GM, excluding recovery ratings. At the same time, Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed US$1.5 Billion secured term loan of General Motors Corp. The term loan will be secured by a first priority perfected security interest in all of the U.S. machinery and equipment, and special tools of GM and Saturn Corporation. GENERAL MOTORS: Kirk Kerkorian Sells Another 14 Million Shares -------------------------------------------------------------- Billionaire investor Kirk Kerkorian's Tracinda Corp. sold 14 million shares of General Motors Corp.'s common stock in a private transaction for US$28.75 per share, bringing his stake down to 4.95%. According to a regulatory filing with the U.S. Securities and Exchange Commission, Tracinda sold the shares on Nov. 28. On Nov. 20, Tracinda sold 14 million shares for US$33.00 per share, reducing its stake to 7.4%. General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the world's largest automaker and has been the global industry sales leader since 1931. Founded in 1908, GM employs about 318,000 people around the world. It has manufacturing operations in 33 countries and its vehicles are sold in 200 countries. GM sells cars and trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. * * * As reported in the TCR-Europe on Nov. 16, Standard & Poor's Ratings Services assigned its 'B+' bank loan rating to General Motors Corp.'s proposed US$1.5 billion senior term loan facility, expiring 2013, with a recovery rating of '1'. The 'B+' rating was placed on Creditwatch with negative implications, consistent with the other issue ratings of GM, excluding recovery ratings. At the same time, Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed US$1.5 Billion secured term loan of General Motors Corp. The term loan will be secured by a first priority perfected security interest in all of the U.S. machinery and equipment, and special tools of GM and Saturn Corporation. GENERAL MOTORS: GMAC Releases Composition of New Board ------------------------------------------------------ GMAC Financial Services became an independent global financial services company after 87 years as a wholly owned subsidiary of General Motors Corp. GM completed Thursday the sale of a majority equity stake in GMAC to an investment consortium led by Cerberus FIM Investors LLC and including wholly owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The PNC Financial Services Group Inc. As a result of this transaction, GMAC expects to benefit from access to a lower cost of funds as it assumes a separate and independent credit profile and independent governance by a new board. In addition, GM and GMAC have entered into 10-year agreements under which GMAC will remain the exclusive provider of GM-sponsored auto finance programs and will continue to provide GM dealers and their customers with the same broad range of financial products and services as it does today. GMAC's existing management team will remain in place and is led by chief executive officer Eric Feldstein, president William Muir, and chief financial officer Sanjiv Khattri. "GMAC has had tremendous success -- more than US$9.4 billion of net income since the beginning of 2003 -- during a time when our credit ratings were under pressure and our access to capital was constrained," said Feldstein. "This accomplishment reflects the consistently strong operating results of our core business units despite the funding challenges we encountered." GMAC has established itself as the leading global auto finance company, the largest provider of automotive extended warranty and dealer vehicle inventory insurance, and a Top 10 participant in real estate finance with nine consecutive years of market share growth. The company has a superior asset origination capability -- more than US$60 billion per year just in the auto segment -- and a world-class servicing capability in both auto and mortgage. "The prospects for GMAC look quite promising as we now combine our existing business strengths with improved credit ratings, a more competitive cost of funds, and a strengthened capital base to support profitable growth," Feldstein said. New GMAC Board of Directors Named The company's new 13-member board was also named last week. The board includes independent members as well as representatives from the Cerberus-led consortium and GM. Ezra Merkin, a managing partner with Gabriel Capital Group, has been named non- executive chairman of the GMAC Board. Other members of the board are: * Walter Borst, General Motors Treasurer; * Frank Bruno, Cerberus Global Investments LLC President and Managing Director; * T.K. Duggan, Durham Asset Management Co-Founder; * Fritz Henderson, General Motors Vice Chairman and Chief Financial Officer; * Douglas Hirsch, Seneca Capital Founder and Managing Partner; * Michael Klein, Citigroup Chief Executive Officer, Global Banking; * Mark LaNeve, General Motors Vice President North America Vehicle Sales, Service and Marketing; * Mark Neporent, Cerberus Capital Management L.P. Chief Operating Officer and Senior Managing Director; * Seth Plattus, Cerberus Capital Management L.P. Chief Administrative Officer and Senior Managing Director; * Bob Scully, Morgan Stanley Co-President; * Lenard Tessler, Cerberus Capital Management L.P. Managing Director; * Rick Wagoner, General Motors Chairman and Chief Executive Officer; The consortium, which will hold a 51% interest in GMAC, is committed to a long-term investment horizon through a five-year minimum hold period. Cerberus has also committed to reinvest all of its after-tax distributions into GMAC preferred stock in years 3-5 after closing. "Cerberus Capital and the investor consortium are committed to a long-term partnership that will bring sustained growth, diversity of product offerings and lasting benefits to GMAC," Cerberus' chief operating officer and senior managing director Mark Neporent said. "We're committed to helping GMAC compete even more effectively and continuing its tradition of strong growth and success. Cerberus has great confidence and respect for the people of GMAC and we look forward to the continued success of GMAC as an independent company." GMAC's capital base has been bolstered by US$1.9 billion through its issuance of preferred equity to GM ($1.4 billion) and Cerberus ($500 million). The company's previously announced US$10 billion asset-backed facility, arranged through Citibank, will offer an additional source of liquidity. Strengthened by the company's new ownership and independent governance structure, GMAC expects improved credit ratings will lead to lower-cost funding. "[This] marks an exciting new era for GMAC. Our improved capital position and credit profile enable us to play offense again," Mr. Feldstein said. "With a global franchise spanning nearly 40 countries, and world-class asset origination and servicing capabilities, GMAC is well positioned to generate increasing revenue at higher returns across all of our businesses long-term." General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the world's largest automaker and has been the global industry sales leader since 1931. Founded in 1908, GM employs about 318,000 people around the world. It has manufacturing operations in 33 countries and its vehicles are sold in 200 countries. GM sells cars and trucks under these brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall. * * * As reported in the TCR-Europe on Nov. 16, Standard & Poor's Ratings Services assigned its 'B+' bank loan rating to General Motors Corp.'s proposed US$1.5 billion senior term loan facility, expiring 2013, with a recovery rating of '1'. The 'B+' rating was placed on Creditwatch with negative implications, consistent with the other issue ratings of GM, excluding recovery ratings. At the same time, Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed US$1.5 Billion secured term loan of General Motors Corp. The term loan will be secured by a first priority perfected security interest in all of the U.S. machinery and equipment, and special tools of GM and Saturn Corporation. GEORGE MAJOR: Hires Ian C. Brown to Liquidate Assets ---------------------------------------------------- Ian C. Brown of Parkin S. Booth & Co. was appointed Liquidator of George Major Limited on Nov. 20 for the creditors' voluntary winding-up procedure. The company can be reached at: George Major Limited The Old Coal Depot Wallasey Bridge Road Birkenhead Merseyside CH411EB United Kingdom Tel: 0151 653 0733 Fax: 0151 651 2121 GEORGICA PLC: Moody's Changes Rating Outlook to Negative -------------------------------------------------------- Moody's Investors Service changed the rating outlook for Georgica Plc to negative (from stable). The change of outlook follows the announcement that Georgica has decided to separate Georgica's operations into two distinct companies, one comprising Georgica's bowling operations and the other its poker, snooker and pool operations as well as its freehold and long leasehold properties. Any such transaction remains amongst other things subject to U.K. tax approval to treat the separation as a tax-exempt de-merger. The outlook change reflects uncertainties regarding the allocation of debt between the companies and the future strategy for the contemplated stand-alone units. It also reflects Georgica's weak operating performance for the year-to-date and an uncertain outlook for 2007, which will see the negative impact on Georgica's business from the introduction of smoking bans for England and Wales. Georgica has indicated that it would approach its shareholders about the contemplated de-merger as and when favorable tax treatment has been achieved. Moody's notes that from mid-2007 onwards the rated notes can be redeemed at the option of the company at a premium. In the 39 weeks ended 1st Oct 2006 both total sales and EBITDA as reported by Georgica were lower than in the 39 week period ended 25th September 2005. Sales were 2% lower at GBP 92.3million and reported EBITDA was 24% lower at GBP 12 million. While Georgica points to unusually good weather since the beginning of spring in 2006 and the fact that the financial year began on Jan. 2, thereby excluding the New Year and the negative effects on attendance from the football World Cup in June, it remains to be seen whether the usually strong 4th quarter will bring any meaningful improvement. While the ratio of Adjusted Debt/ EBITDA for the company for the year ending Jan. 1, 2006, improved to 5.4x as compared to 6.7x for 2004 it deteriorated again to around 6x on a Oct. 1 LTM basis. Against this background ratings pressure would ensue if Adj. Debt leverage were to move towards 6.5x or if as the consequence of the de-merger of either the snooker or the bowling operations Georgica is reduced in scale and scope. Ratings affected: Georgica plc -- CFR at B2; and -- Sr. Second Priority Notes due 2012 at Caa1. Headquartered in London, Georgica is a leading U.K. indoor leisure operator with market leading positions in cue sports and tenpin bowling. For the financial year ended Jan. 1, 2006 the company reported consolidated sales of GBP129.04 million and EBITDA of GBP22.64 million. GMAC LLC: GM Sells 51% Stake to Cerberus for US$14 Billion ---------------------------------------------------------- General Motors Corp. completed the sale of a 51% interest in GMAC LLC to a consortium of investors led by Cerberus FIM Investors LLC and including wholly owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The PNC Financial Services Group Inc. The transaction will preserve the mutually beneficial relationship between GM and GMAC, while improving GMAC's access to cost-effective funding. In addition, the sale of the controlling interest in GMAC will provide significant liquidity to GM that will support its North American turnaround plan, finance global growth initiatives, and strengthen its balance sheet. "This has been a year of significant actions and progress for GM, as we aggressively execute our North America turnaround plan and position the company for long-term growth and profitability. Successfully completing the GMAC transaction has been a key priority for the company, and an important step to further support GM's turnaround," GM chairman and chief executive officer Rick Wagoner said. "This transaction will result in a stronger GMAC, with enhanced access to funding at lower costs and greater opportunities for growth, including leveraging their traditionally strong relationships with GM dealers. "Although GMAC will have a new majority owner, GM and GMAC will remain strategic partners through various long-term agreements. GM will retain a 49% ownership stake in GMAC, and the close operating relationship between the companies will continue," Mr. Wagoner said. "We look forward to working with the Cerberus-led consortium as majority owners of GMAC in the future. All the parties are committed to maintaining a high degree of service to our dealers by providing the right wholesale, retail, and lease products to support the sale of GM cars and trucks." GM expects to receive around USUS$14 billion in net cash proceeds and distributions over three years, after repayment of intercompany debt but before purchases of preferred equity in GMAC. This includes a USUS$7.4 billion purchase price, a USUS$2.7 billion cash dividend from GMAC, and other transaction related cash flows including the monetization of certain retained assets. GM and the Cerberus-led consortium invested USUS$1.9 billion of cash in preferred equity in GMAC -- USUS$1.4 billion by GM and USUS$500 million by the consortium. GMAC LLC -- http://www.gmacfs.com/-- is a global financial services company that operates in around 40 countries, in auto finance, real estate finance, commercial finance and insurance businesses. With more than US$300 billion in assets, it generated US$2.5 billion in net income in 2005, on revenue of US$19.2 billion. * * * As reported in the TCR-Europe on Nov. 30, Standard & Poor's Ratings Services raised its ratings on GMAC LLC to 'BB+/B-1' from 'BB/B-1' and removed them from CreditWatch, where they were placed on Oct. 3, 2005. S&P said the outlook is now developing. In a TCR-Europe on Nov. 17, Moody's expects to confirm the Ba1 long-term ratings of GMAC LLC and its subsidiaries upon the closing of GM's sale of a 51% interest in the firm to FIM Holdings LLC, the buyer consortium led by Cerberus Capital Management. GMAC LLC: Releases Composition of New Board of Directors -------------------------------------------------------- GMAC Financial Services became an independent global financial services company after 87 years as a wholly owned subsidiary of General Motors Corp. GM completed Thursday the sale of a majority equity stake in GMAC to an investment consortium led by Cerberus FIM Investors LLC and including wholly owned subsidiaries of Citigroup Inc., Aozora Bank Ltd., and The PNC Financial Services Group Inc. As a result of this transaction, GMAC expects to benefit from access to a lower cost of funds as it assumes a separate and independent credit profile and independent governance by a new board. In addition, GM and GMAC have entered into 10-year agreements under which GMAC will remain the exclusive provider of GM-sponsored auto finance programs and will continue to provide GM dealers and their customers with the same broad range of financial products and services as it does today. GMAC's existing management team will remain in place and is led by chief executive officer Eric Feldstein, president William Muir, and chief financial officer Sanjiv Khattri. "GMAC has had tremendous success -- more than US$9.4 billion of net income since the beginning of 2003 -- during a time when our credit ratings were under pressure and our access to capital was constrained," said Feldstein. "This accomplishment reflects the consistently strong operating results of our core business units despite the funding challenges we encountered." GMAC has established itself as the leading global auto finance company, the largest provider of automotive extended warranty and dealer vehicle inventory insurance, and a Top 10 participant in real estate finance with nine consecutive years of market share growth. The company has a superior asset origination capability -- more than US$60 billion per year just in the auto segment -- and a world-class servicing capability in both auto and mortgage. "The prospects for GMAC look quite promising as we now combine our existing business strengths with improved credit ratings, a more competitive cost of funds, and a strengthened capital base to support profitable growth," Feldstein said. New GMAC Board of Directors Named The company's new 13-member board was named yesterday. The board includes independent members as well as representatives from the Cerberus-led consortium and GM. Ezra Merkin, a managing partner with Gabriel Capital Group, has been named non- executive chairman of the GMAC Board. Other members of the board are: * Walter Borst, General Motors Treasurer; * Frank Bruno, Cerberus Global Investments LLC President and Managing Director; * T.K. Duggan, Durham Asset Management Co-Founder; * Fritz Henderson, General Motors Vice Chairman and Chief Financial Officer; * Douglas Hirsch, Seneca Capital Founder and Managing Partner; * Michael Klein, Citigroup Chief Executive Officer, Global Banking; * Mark LaNeve, General Motors Vice President North America Vehicle Sales, Service and Marketing; * Mark Neporent, Cerberus Capital Management L.P. Chief Operating Officer and Senior Managing Director; * Seth Plattus, Cerberus Capital Management L.P. Chief Administrative Officer and Senior Managing Director; * Bob Scully, Morgan Stanley Co-President; * Lenard Tessler, Cerberus Capital Management L.P. Managing Director; * Rick Wagoner, General Motors Chairman and Chief Executive Officer; The consortium, which will hold a 51% interest in GMAC, is committed to a long-term investment horizon through a five-year minimum hold period. Cerberus has also committed to reinvest all of its after-tax distributions into GMAC preferred stock in years 3-5 after closing. "Cerberus Capital and the investor consortium are committed to a long-term partnership that will bring sustained growth, diversity of product offerings and lasting benefits to GMAC," Cerberus' chief operating officer and senior managing director Mark Neporent said. "We're committed to helping GMAC compete even more effectively and continuing its tradition of strong growth and success. Cerberus has great confidence and respect for the people of GMAC and we look forward to the continued success of GMAC as an independent company." GMAC's capital base has been bolstered by US$1.9 billion through its issuance of preferred equity to GM ($1.4 billion) and Cerberus ($500 million). The company's previously announced US$10 billion asset-backed facility, arranged through Citibank, will offer an additional source of liquidity. Strengthened by the company's new ownership and independent governance structure, GMAC expects improved credit ratings will lead to lower-cost funding. "[This] marks an exciting new era for GMAC. Our improved capital position and credit profile enable us to play offense again," Mr. Feldstein said. "With a global franchise spanning nearly 40 countries, and world-class asset origination and servicing capabilities, GMAC is well positioned to generate increasing revenue at higher returns across all of our businesses long-term." GMAC LLC -- http://www.gmacfs.com/-- is a global financial services company that operates in around 40 countries, in auto finance, real estate finance, commercial finance and insurance businesses. With more than US$300 billion in assets, it generated US$2.5 billion in net income in 2005, on revenue of US$19.2 billion. * * * As reported in the TCR-Europe on Nov. 30, Standard & Poor's Ratings Services raised its ratings on GMAC LLC to 'BB+/B-1' from 'BB/B-1' and removed them from CreditWatch, where they were placed on Oct. 3, 2005. S&P said the outlook is now developing. In a TCR-Europe on Nov. 17, Moody's expects to confirm the Ba1 long-term ratings of GMAC LLC and its subsidiaries upon the closing of GM's sale of a 51% interest in the firm to FIM Holdings LLC, the buyer consortium led by Cerberus Capital Management. GMAC LLC: Moody's Confirms Ba1 Rating on 51% Stake Sale Closing --------------------------------------------------------------- Moody's Investors Service confirmed GMAC LLC's Ba1 senior unsecured ratings, following GM's announcement that it has closed the sale of a 51% stake in GMAC to FIM Holdings, LLC, an investor consortium led by Cerberus FIM Investors, LLC. Moody's also assigned a new rating of Ba3 to GMAC's US$1.9 billion preferred equity securities, which were issued to GMAC's owners in connection with the sale transaction. The outlook for GMAC's ratings is negative. Concurrently, Moody's also confirmed Residential Capital LLC's Baa3 unsecured and Prime-3 short-term ratings, with a stable outlook. GM's ratings (B3 corporate family, Caa1 senior unsecured) are unchanged as they already take into consideration the impact of the sale on the company's credit profile. Moody's confirmation of GMAC's ratings incorporates these key factors: -- GM's sale of a 51% stake in GMAC results in ratings de-linkage from GM on the basis of a change in control in favor of the Cerberus consortium. -- The transaction reduces GMAC's direct and indirect exposure to GM and eliminates its potential liability for GM's pension obligations, which improves the firm's risk profile. -- GMAC's new owners are expected to have a positive influence on GMAC's operating strategy, which will emphasize profitability improvements through gains in operating and funding efficiency, capital strengthening through earnings retention and dividend reinvestment, and enhanced liquidity through improved access to the capital markets. -- GMAC will have a continuing business concentration with GM, which, given GM's operating challenges, poses ongoing risks to GMAC's operating metrics and access to confidence sensitive funding, constraining the rating and outlook. -- GM's call option on GMAC's automotive operations represents an upside ceiling on GMAC's unsecured rating (the higher of Baa2 or one-notch higher than GM's rating) based upon a re-linkage of ratings should GM exercise the option. Moody's noted that GMAC's negative rating outlook could improve to stable in the near term should the firm succeed in strengthening its liquidity profile, in particular, by mitigating the GM bankruptcy risk embedded within its wholesale receivable funding facility, SWIFT. Developments in GM's condition and performance will also be very important considerations in reassessing GMAC's rating outlook. Confirmation of ResCap's ratings reflects these considerations: * the sale of a 51% interest of GMAC to Cerberus will result in ratings de-linkage from GM and likely improve ResCap's access to alternative funding sources. * ResCap has had significant success in gaining strong access to diverse funding sources in the global public capital markets, thus eliminating its reliance on intercompany borrowings from GMAC. * ResCap has made solid progress in integrating its GMAC Residential and GMAC RFC mortgage businesses. However, ResCap has further progress to make to complete the integration of its business platforms and reduce business infrastructure costs. ResCap's limited independent operating track record, the highly competitive residential mortgage banking environment in which it operates and its moderate capitalization continue to be rating factors. ResCap's stable outlook implies that following a change in ownership there will not be a material alteration to ResCap's leadership, business model or capital structure. The stable outlook also reflects a reduction in the linkage between ResCap and GMAC. Moody's expects that the sale will lead to an enhancement of ResCap's operational structure and flexibility, which should result in further earnings and funding diversity over time. Nonetheless, ResCap's rating continues to be linked to that of its parent. Thus, an action regarding GMAC's ratings could result in a similar action with ResCap's ratings, assuming no material changes in ResCap's corporate ownership. Notching between the two firms' ratings could increase to as much as two notches, once existing operational and funding structure uncertainties are resolved, demonstrating ResCap's independence from GMAC. GMAC LLC is a Detroit-based provider of retail and wholesale auto financing, primarily in support of GM's auto operations. GMAC reported earnings of US$2.4 billion in 2005. ResCap is a holding company for the real estate financing businesses of GMAC, including GMAC-RFC Holding and GMAC Residential Holding Corp. GMAC LLC: Fitch Upgrades Issuer Default Rating to BB+ ----------------------------------------------------- Fitch Ratings upgraded GMAC LLC's Issuer Default Rating to BB+ from BB and Residential Capital LLC's IDR to BBB from BBB- following the closing of the sale of a controlling interest in GMAC to a consortium led by Cerberus FIM Investors, LLC. The ratings for GMAC and ResCap have also been removed from Rating Watch Positive, where they were originally placed on April 3, 2006. The Rating Outlook for GMAC, ResCap and related subsidiaries is Positive. The rating of GMAC Bank have been withdrawn and this entity has been effectively merged into GMAC Automotive Bank. With the closing of the transaction, the ratings of GMAC will no longer be directly linked to those of General Motors Corp., in the sense that a rating action on GM will not automatically translate into a similar action at GMAC. Rather, Fitch will view GMAC's relationship with GM as one of a significant customer concentration. As such Fitch would consider how issues at GM, such as labor disruption or weakening market share could impact GMAC's business. If such events would be material, Fitch would factor that into the rating. Nonetheless, Fitch's ratings can withstand a fair degree of weakening at GM. Fitch's upgrade of GMAC reflects a number of factors. First, it recognizes the good record of operating performance the company has demonstrated, despite significant challenges over the past five years. The company's most recent quarter notwithstanding, Fitch expects GMAC will continue to maintain good operating performance, with solid earnings while maintaining credit and capital discipline. Fitch's upgrade also considers the company's capitalization on a risk-adjusted basis. Under Fitch's own standards, GMAC has over the past few years reported solid risk-adjusted capital levels, commensurate with a higher rating. Fitch continues to believe that the good capital discipline witnessed at the company will remain. Fitch also recognizes the good liquidity management the company has demonstrated over a very stressful period. GMAC has been successful obtaining alternative financing sources such as whole loan sales and greater use of securitization to fund its balance sheet as access to capital became more difficult. In addition, the company has carried significant committed liquidity support to protect itself. Fitch notes that the company's dealer floorplan securitization program, SWIFT, has covenants related to a GM bankruptcy. Under such a scenario, a filing by GM would accelerate maturities of the notes issued out of the trust, creating a significant call on liquidity. At Nov. 30, 2006, there was around US$18 billion of SWIFT notes outstanding. Although a concern, Fitch expects GMAC to have in place contingent liquidity to address such a scenario. Moreover, Fitch expects that future floorplan transactions would not contain such a GM bankruptcy trigger. Fitch is maintaining its two notch differential between GMAC and ResCap, however, given certain changes in the operating agreement between GMAC and ResCap, necessitated by the GMAC Bank restructuring, Fitch may narrow the notching between GMAC and ResCap over time particularly as ResCap approaches its stand- alone rating of mid to high BBB. The Positive Rating Outlook reflects Fitch's view that should GMAC be successful in prudently growing non-GM related financing and insurance businesses, improving operational efficiencies, and maintaining disciplined underwriting, ratings could be raised from the current levels. Fitch has upgraded and removed these ratings from Rating Watch Positive: * GMAC LLC * GMAC International Finance B.V. * GMAC Bank GmbH * General Motors Acceptance Corp., Australia * General Motors Acceptance Corp. of Canada Ltd. -- Issuer Default Rating to BB+ from BB; and -- Senior unsecured debt to BB+ from BB. * Residential Capital LLC -- Issuer Default Rating to BBB from BBB-; -- Senior debt to BBB from BBB-; -- Subordinated debt to BBB- from BB+; and -- Short-term Issuer to F2 from F3. The Rating Outlook is Positive. Ratings affirmed by Fitch include: * GMAC LLC * GMAC International Finance B.V. * GMAC Bank GmbH * GMAC Australia Finance * General Motors Acceptance Corp. (U.K.) Plc. * General Motors Acceptance Corp. Australia * General Motors Acceptance Corp. of Canada Ltd. * General Motors Acceptance Corp. (N.Z.) Ltd. -- Short-term Issuer B; and -- Short-term debt B. These ratings are removed from Rating Watch Evolving, affirmed and subsequently withdrawn: * GMAC Bank -- Issuer Default Rating BBB-; -- Long-term deposits BBB; -- Short-term deposits F3; -- Short-term Issuer F3; -- Individual B/C; and -- Support 3. HANOVER GOLF: Nominates Joint Liquidators from Abbott Fielding -------------------------------------------------------------- Nedim Ailyan and Hasan Mirza of Abbot Fielding were nominated Joint Liquidators of Hanover Golf & Country Club Limited on Nov. 24 for the creditors' voluntary winding-up procedure. The company can be reached at: Hanover Golf & Country Club Limited Bookings Hullbridge Road Rayleigh Essex SS6 9QS United Kingdom Tel: 01702 230 033 Fax: 01702 231 811 KINGSBURY TRAVEL: Nominates Liquidator from Neville Eckley ---------------------------------------------------------- Neville Richard Eckley of Neville Eckley was nominated Liquidator of Kingsbury Travel Agency Limited on Nov. 16 for the creditors' voluntary winding-up proceeding. The company can be reached at: Kingsbury Travel Agency Limited Travel House 549 Kingsbury Road Brent London NW9 9EN United Kingdom Tel: 020 8204 4272 Fax: 020 8204 3261 L.A. DESIGNER: Brings in P&A to Administer Assets ------------------------------------------------- Christopher Michael White and Andrew Philip Wood of The P&A Partnership were appointed joint administrators of L.A. Designer Kitchens Ltd. (Company Number 05459443) on Nov. 17. The P&A Partnership (aka Poppleton and Appleby) -- http://www.thepandapartnership.com/-- acts for all clearing banks and a growing number of factors and asset lenders. Its clients include multinational PLCs, SMEs, financial institutions, accountants, solicitors and business advisors Headquartered in Sheffield, England, L.A. Designer Kitchens Ltd. manufactures kitchen furniture. LANDMARK PROPERTY: Brings In Liquidator from B&C Associates ----------------------------------------------------------- Jeffrey Mark Brenner of B&C Associates was appointed Liquidator of Landmark Property Letting Limited on Nov. 20 for the creditors' voluntary winding-up proceeding. The company can be reached at: Landmark Property Letting Limited 16 Thackeray Street London W8 5ET United Kingdom Tel: 020 7937 3623 Fax: 020 7938 3008 LATIN TRAVELLER: Appoints Liquidator from Kallis & Co. ------------------------------------------------------ Elizabeth Arakapiotis of Kallis & Co. was appointed Liquidator of The Latin Traveller Ltd. on Nov. 20 for the creditors' voluntary winding-up procedure. The company can be reached at: The Latin Traveller Ltd. 30 Churton Street City Of Westminster London SW1V2LP United Kingdom Tel: 0870 499 1305 Fax: 0870 499 1304 LEAR CORP: Transferring North American Assets to Joint Venture -------------------------------------------------------------- Lear Corp. has reached a definitive agreement with WL Ross & Co. LLC and Franklin Mutual Advisers LLC to transfer substantially all of the assets of its North American Interior business and US$25 million of cash to a newly formed joint venture, International Automotive Components Group North America LLC. Lear will hold a 25% equity interest in IAC North America and warrants for an additional 7% equity interest in IAC North America. This transaction completes a series of strategic initiatives intended to improve the Company's ongoing operating results, strengthen its balance sheet, and increase operating flexibility. Private Offering Separately, Lear successfully completed a private offering of US$900 million in new senior notes on November 24 and has commenced a tender offer for its outstanding 2008 and 2009 senior notes. Also, on November 8, Lear completed a US$200 million sale of common stock in a private placement to affiliates of, and funds managed by, Carl C. Icahn. "We are very pleased to have reached a definitive agreement to transfer our North American Interior business to IAC North America. This transaction combined with our recent financing initiatives have significantly strengthened the Company's financial and competitive position," Lear's chairman and chief executive officer Bob Rossiter said. "Our focus going forward is to concentrate on delivering superior quality and service to our customers and to invest in further strengthening and growing our core businesses to increase value for our shareholders." Under the terms of the agreement with respect to the company's North American Interior business, WL Ross and Franklin would make aggregate cash contributions of US$75 million to IAC North America, in exchange for the remaining equity, and extend a US$50 million term loan. Lear's North American Interior business has annual sales of approximately US$2.5 billion. Lear expects to record a charge of about US$675 million related to the divestiture of the North American Interior business in the fourth quarter of 2006, and recognize its investment in IAC North America under the equity method of accounting. The closing of the transaction is subject to various conditions, such as the receipt of required third-party consents and other closing conditions customary for transactions of this type. Citigroup Corporate and Investment Banking and UBS Investment Bank acted as financial advisors to Lear in connection with this transaction. In October, Lear said that it had completed the contribution of substantially all of its European Interior business to International Automotive Components Group LLC, another joint venture with WL Ross and Franklin, in exchange for a one-third equity interest in IAC Europe. IAC Europe also owns the European Interior business formerly held by Collins & Aikman Corporation. A full-text copy of the asset purchase agreement is available for free at http://ResearchArchives.com/t/s?1638 A full-text copy of the limited liability company agreement is available for free at http://ResearchArchives.com/t/s?1639 Southfield, Mich.-based Lear Corporation (NYSE: LEA) -- http://www.lear.com/-- is a global supplier of automotive interior systems and components. Lear provides complete seat systems, electronic products, electrical distribution systems, and other interior products. Lear also operates in Argentina, Austria, Belgium, Brazil, Canada, China, Czech Republic, United Kingdom, France, Germany, Honduras, Hungary, India. Italy, Japan, Mexico, Morocco, Netherlands, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Thailand, Tunisia, Turkey and Venezuela. * * * As reported in the Troubled Company Reporter-Europe on Nov. 23, Fitch Ratings assigned a rating of 'B/RR4' to Lear's US$900 million senior unsecured notes. In a TCR-Europe report on Nov. 22, Standard & Poor's Ratings Services assigned its 'B-' ratings to Lear Corp.'s US$300 million senior notes due 2013 and its US$400 million senior notes due 2016. Lear's 'B+' corporate credit and other ratings were affirmed. The outlook is negative. Moody's Investors Service has assigned a B3, LGD4, 61% rating to Lear Corporation's new offering of US$700 million of unsecured notes. At the same time, Moody's affirmed Lear's Corporate Family Rating of B2, Speculative Grade Liquidity rating of SGL-2 and negative outlook. All other long-term ratings are unchanged. LEAR CORP: 2006 Third Quarter Net Loss Down to US$74 Million ------------------------------------------------------------ Lear Corp. has filed its third quarter financial statements ended Sept. 30, 2006, with the U.S. Securities and Exchange Commission. For the three months ended Sept. 30, 2006, the company reported a US$74 million net loss compared with a US$750.1 million net loss in the comparable quarter of 2005. For the third quarter of 2006, Lear posted net sales of US$4.1 billion and a pretax loss of US$65.9 million, including US$46.1 million related to restructuring costs and a loss on the divestiture of the Company's European Interior business. These results compare with year-earlier net sales of US$4 billion and a pretax loss of US$787.8 million, including US$777.7 million related to impairments and restructuring costs. Net loss for the third quarter of 2006 was US$74 million. This compares with a net loss of US$750.1 million for the third quarter of 2005. "In response to very challenging industry conditions, we are continuing to aggressively implement cost reduction and restructuring actions to improve future profitability. Margins in our Seating business are showing solid improvement, and the actions we are taking to improve our manufacturing footprint will benefit our Electronic and Electrical margins in the future. We are also moving forward with our strategy to put in place a new, more sustainable business model for our Interior segment," Lear chairman and chief executive officer Bob Rossiter said. Net sales were up from the prior year, primarily reflecting the addition of new business globally, offset in large part by lower production in North America and Europe. Operating performance was slightly below the year-earlier results, reflecting the adverse impact of lower production and higher raw material costs, largely offset by the benefit of new business and cost reductions in our core businesses. Free cash flow was negative US$48.2 million for the third quarter of 2006. (Net cash provided by operating activities was negative US$8.1 million.) Lear continued to make progress on important strategic initiatives, including the completion of a transaction to contribute substantially all of its European Interior business to International Automotive Components Group LLC in return for a 1/3 equity interest. With respect to the Company's North American Interior business, it has reached a definitive agreement with WL Ross & Co. LLC and Franklin Mutual Advisers LLC to transfer substantially all of its assets. Lear is also aggressively expanding its business in Asia and with Asian automakers globally, and was awarded several new Asian programs during the third quarter. The Company's recent agreement to issue US$200 million of common stock provides additional operating and financial flexibility, allowing the Company to invest in and further strengthen its core businesses. Additionally, the company continued to develop new products and technologies, including the industry's first solid-state Smart Junction Box. Full-Year 2006 Guidance On Oct. 16, 2006, the Company completed the contribution of substantially all of its European Interior business to International Automotive Components Group, LLC. Accordingly, Lear's full-year financial results will reflect Lear's minority interest in the joint venture on an equity basis for the fourth quarter. For the full year of 2006, Lear expects worldwide net sales of about US$17.7 billion, reflecting recently announced production cuts in North America and the divestiture of the Company's European Interior business. Lear anticipates full-year income before interest, other expense, income taxes, impairments, restructuring costs and other special items (core operating earnings) to be in the range of US$345 million to US$375 million. Restructuring costs for the full year are estimated to be in the range of US$105 million to US$115 million. Full-year interest expense is estimated to be in the range of US$210 million to US$215 million. Pretax income before impairments, restructuring costs and other special items is estimated to be in the range of US$65 to US$95 million. Income tax expense is estimated to be approximately US$40 million in the fourth quarter, subject to the actual mix of financial results by country. Full-year capital spending is estimated to be in the range of US$380 million to US$390 million. Free cash flow for the full year is expected to be about breakeven. Fourth quarter industry production assumptions underlying Lear's financial outlook include 3.7 million units in North America, down 5% from a year ago, and 4.7 million units in Europe, down 1% from a year ago. Lear's major platforms in North America are expected to be down significantly more than the industry average. Preliminary 2007 Outlook With respect to its core Seating, Electronic and Electrical businesses, the company estimates that it will add new business of about US$800 million. Seating margins are expected to continue to improve to the mid-5% level. In the Electronic and Electrical segment, the company is continuing to implement aggressive restructuring actions, and it expects margins to improve during the course of the year to the 5.5% to 6% range. These margins assume an industry production environment roughly in line with 2006 and reflect underlying operating margins, excluding restructuring costs and other special items. Capital spending for 2007 in its core businesses is expected to be in the range of US$250 million to US$280 million. Free cash flow is expected to return to a solid positive level. At Sept. 30, 2006, the company's balance sheet showed US$8.451 billion in total assets, US$7.328 billion in total liabilities, and US$1.123 billion in total stockholders' equity. Full-text copies of the company's third quarter financials are available for free at http://ResearchArchives.com/t/s?163a Southfield, Mich.-based Lear Corporation (NYSE: LEA) -- http://www.lear.com/-- is a global supplier of automotive interior systems and components. Lear provides complete seat systems, electronic products, electrical distribution systems, and other interior products. Lear also operates in Argentina, Austria, Belgium, Brazil, Canada, China, Czech Republic, United Kingdom, France, Germany, Honduras, Hungary, India. Italy, Japan, Mexico, Morocco, Netherlands, Philippines, Poland, Portugal, Romania, Russia, Singapore, Slovakia, South Africa, South Korea, Spain, Sweden, Thailand, Tunisia, Turkey and Venezuela. * * * As reported in the Troubled Company Reporter-Europe on Nov. 23, Fitch Ratings assigned a rating of 'B/RR4' to Lear's US$900 million senior unsecured notes. In a TCR-Europe report on Nov. 22, Standard & Poor's Ratings Services assigned its 'B-' ratings to Lear Corp.'s US$300 million senior notes due 2013 and its US$400 million senior notes due 2016. Lear's 'B+' corporate credit and other ratings were affirmed. The outlook is negative. Moody's Investors Service has assigned a B3, LGD4, 61% rating to Lear Corporation's new offering of US$700 million of unsecured notes. At the same time, Moody's affirmed Lear's Corporate Family Rating of B2, Speculative Grade Liquidity rating of SGL-2 and negative outlook. All other long-term ratings are unchanged. LESLIE POWELL: Names John Paul Bell Liquidator ---------------------------------------------- John Paul Bell was appointed Liquidator of Leslie Powell Group Ltd. on Nov. 14 for the creditors' voluntary winding-up proceeding. The company can be reached at: Leslie Powell Group Ltd. Kay Street Manchester Lancashire M11 2DU United Kingdom Tel: 0161 231 3231 Fax: 0161 230 6578 LSM PROCESSING: Taps Ninos Koumettou to Administer Assets --------------------------------------------------------- Ninos Koumettou of AlexanderLawsonJacobs was appointed administrator of LSM Processing Ltd. (Company Number 04476688) on Nov. 16. The administrator can be reached at: Ninos Koumettou AlexanderLawsonJacobs 1 Kings Avenue Winchmore Hill London EC1V 2NJ United Kingdom Tel: 0845 260 0590 Headquartered in London, England, LSM Processing Ltd. provides business process outsourcing. MAINE-WILSON ADVERTISING: Claims Registration Ends Dec. 31 ---------------------------------------------------------- Creditors of Maine-Wilson Advertising Limited have until Dec. 31 to send in their full names, their addresses and descriptions, full particulars of their debts or claims, and the names and addresses of their Solicitors (if any) to appointed Liquidator Phillip Anthony Roberts at: Phillip Anthony Roberts Sterling Ford Centurion Court 83 Camp Road St. Albans Hertfordshire AL1 5JN United Kingdom The company can be reached at: Maine-Wilson Advertising Limited Premier House 112 Station Road Edgware Middlesex HA8 7BJ United Kingdom Tel: 020 8238 5400 MIDLAND PROPERTY: Creditors' Meeting Slated for December 6 ---------------------------------------------------------- Creditors of Midland Property Services Ltd. (Company Number 04569143) will meet at 11:30 a.m. on Dec. 6 at: Quality Hotel Walsall 20 Wolverhampton Road West Bentley Walsall West Midlands WS2 0BS United Kingdom Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims at noon on Dec. 5 at: Clive Morris Joint Administrator Marshall Peters Ltd. Heskin Hall Farm Wood Lane Heskin Preston PR7 5PA United Kingdom Tel: 01257 452 021 Fax: 01257 450 951 MILLS CORP: Replies to Gazit's Revised Recapitalization Offer ------------------------------------------------------------- The Mills Corporation responded Tuesday to a revised version of Gazit-Globe's conditional proposal to invest in a recapitalization of The Mills. The Mills said it welcomes Gazit-Globe and its chairman, Chaim Katzman, to participate in The Mills' ongoing exploration of strategic alternatives. The Mills' management and Board of Directors have repeatedly invited Gazit-Globe to enter that process by signing a confidentiality and standstill agreement on terms similar to those agreed to by numerous other interested parties, including one of The Mills' largest shareholders. The Board of Directors is considering all possible alternatives that would enhance shareholder value, and in that light would like to evaluate a Gazit-Globe proposal that is fully informed by due diligence in order to compare it against any other proposals that The Mills may receive from other bidders. The Mills says that unfortunately, Gazit-Globe has repeatedly refused to agree to the ground rules that the Board has set, and other very credible suitors are following, to ensure a fair, orderly and competitive process. As a consequence, Gazit has put itself in a position where it is unable to review all relevant information necessary to submit a fully informed, unconditional proposal. Gazit-Globe's current revised proposal, like its previous offer, is highly conditional and subject to completion of due diligence that is has refused to begin. The Board, informed by its discussions with management and its advisors, has numerous specific concerns about Gazit-Globe's highly conditional proposal, including among others: * the fact that the proposal requires the completion of a due diligence investigation of The Mills -- which Gazit- Globe has so far refused to commence due to their refusal to sign an appropriate confidentiality and standstill agreement; and * the fact that Gazit-Globe's proposal, as currently structured, would give Mr. Katzman control of the Company, leaving public shareholders with both an unprotected minority position and no opportunity to receive a control premium. All other interested parties have engaged in a due diligence process. Without carefully reviewing the diligence information that has been provided to all other potential bidders, Gazit- Globe will not be able to produce an unconditional offer in the same timeframe as other bidders. Access to The Mills' diligence information has repeatedly been offered to Mr. Katzman on the condition that Gazit-Globe sign an appropriate confidentiality and standstill agreement. The Mills believes that Gazit-Globe can best address its concerns by joining the strategic alternatives process and developing a fully informed proposal that can be compared on a level playing field against other potential proposals. Numerous well-capitalized potential buyers have already substantially completed due diligence and are waiting for the restated financials to submit their final bids. The Mills' strategic alternatives process is deliberate, well considered and well advised and the Company believes it will deliver maximum value to The Mills' shareholders. By contrast, The Mills believes that Gazit-Globe's actions and initiation of litigation only disrupt the orderly conclusion of the strategic alternatives process and frustrate the best interests of its shareholders. The Mills has recently taken numerous actions to streamline the Company and prepare it for a strategic transaction. A few of the recent accomplishments include: * the restructuring of the Meadowlands Xanadu partnership to eliminate The Mills' financial obligations; * the sale of The Mills' international assets which enabled the Company to reduce its Senior Term Loan by around US$458 million and simplify its organizational structure; * the sale of non-core development projects such as the office and residential portion of 108 North State Street and Mercati Generali; and * changing virtually all of the senior management team, including the CEO and CFO. These actions were accomplished in close coordination with The Mills' Board and members of the Special Committee who are assisting the Company in its strategic alternatives process. The Audit Committee of the Board has been working extensively with its outside auditors at Ernst & Young LLP, and with its special legal counsel at Gibson, Dunn & Crutcher LLP, to complete the restatement of The Mills' financials and the related investigation into the Company's historic accounting practices. When that process is complete, the Company intends to move forward rapidly to complete its strategic alternatives process and request final proposals from interested parties. Headquartered in Chevy Chase, Maryland, The Mills Corporation (NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages retail destinations including regional shopping malls, market dominant retail and entertainment centers, and international retail and leisure destinations. The Company owns 42 properties in the U.S., Canada and Europe, totaling 51 million square feet. In addition, The Mills has various projects in development, redevelopment or under construction around the world including Spain and the United Kingdom. * * * As reported in the Troubled Company Reporter on March 24, 2006, The Mills Corporation disclosed that the Securities and Exchange Commission has commenced a formal investigation. The SEC initiated an informal inquiry in January after the Company reported the restatement of its prior period financials. Mills is restating its financial results from 2000 through 2004 and its unaudited quarterly results for 2005 to correct accounting errors related primarily to certain investments by a wholly owned taxable REIT subsidiary, Mills Enterprises, Inc., and changes in the accrual of the compensation expense related to its Long-Term Incentive Plan. As reported in the Troubled Company Reporter on April 17, 2006, The Mills Limited Partnership entered into an Amendment No. 3 and Waiver to its Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of Dec. 17, 2004, among Mills Limited, JPMorgan Chase Bank, N.A., as lender and administrative agent, and the other lenders. The agreement provides a conditional waiver through Dec. 31, 2006, of events of default under the facility that are associated, among other things, with: the pending restatement of the financial statements of Mills Corporation and Mills Limited, and the delay in the filing of the 2005 Form 10-K of Mills Corp. and Mills Limited. NORTEL NETWORKS: Mulls Joint Venture Agreement with SECI -------------------------------------------------------- Nortel Networks and Southeast European Communications and Investments Inc. intend to establish a joint venture in southeast Europe. The creation of the joint venture with SECI - - a company that is actively involved with providing advisory services in telecommunications, energy and various infrastructure projects in southeast Europe -- will allow Nortel to reach this rapidly growing regional market. The proposed joint venture will bring the expertise of SECI's existing broad network of representatives and contacts in southeastern Europe to drive sales of Nortel's next-generation Carrier Ethernet, optical, converged multimedia and mobility solutions to carriers in the region. The parties have been in discussion for some time and have now summarized their intentions in a Memorandum of Understanding. The non-binding MOU is expected to result in a definitive agreement in early 2007. The new company formed through the joint venture will operate under the name Nortel SE and will initially have offices in Bulgaria, Macedonia and Serbia. Nortel SE will be responsible for driving Nortel sales in Albania, Bosnia-Herzegovina, Bulgaria, Croatia, Kosovo, Macedonia, Montenegro, Serbia and Slovenia. Initial plans are for Nortel SE to have a sales and marketing staff of around 30 people. "Southeastern Europe is a rapidly growing region of opportunity for Nortel which is why we are increasing our presence here," said Sorin Lupu, leader Eastern European Markets, Nortel. "Carriers and enterprises in southeast Europe are transforming themselves in order to meet the growing need for anywhere, anytime communications. With a move towards 4G happening, and with WiMAX licenses to be granted or implemented in almost all countries in southeast Europe, this new JV will help Nortel address new market opportunities and deliver improved support for existing customers." "SECI management has been focusing exclusively on the southeast Europe region for many years. We have established relationships throughout the region and have worked in an advisory capacity on several privatizations and telecommunications restructuring projects," said Constantine Aloupis, CEO, SECI. "The opportunity for us to combine local knowledge and industry expertise with Nortel's technical innovation and global understanding of carrier needs will be a catalyst for advancing telecommunications in southeast Europe." The proposed joint venture is subject to execution of definitive agreements and required regulatory approvals. About SECI Southeast European Communications and Investments Inc.'s (SECI's) team of regional telecommunications experts has provided advisory services for investments and projects in the Southeast European region in the energy and telecommunications fields, and has been very active recently in the development of broadband strategies with a number of operators in the region. SECI's entire management team is very familiar with Southeast Europe, having spent a number of years with large multinational companies in that region. For more information, visit SECI on the Web at http://seci.us/. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Limited (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology solutions encompassing end-to-end broadband, Voice over IP, multimedia services and applications, and wireless broadband. Nortel does business in more than 150 countries. * * * As reported in the Troubled Company Reporter on July 10, Dominion Bond Rating Service confirmed the long-term ratings of Nortel Networks Capital Corporation, Nortel Networks Corporation, and Nortel Networks Limited at B (low) along with the preferred share ratings of Nortel Networks Limited at Pfd-5 (low). DBRS said all trends are Stable. DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd- 5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low) Stb Class A, Non-Cumulative Redeemable Preferred Shares. As reported in the Troubled Company Reporter on June 20, 2006, Moody's Investors Service affirmed the B3 corporate family rating of Nortel; assigned a B3 rating to the proposed US$2 billion senior note issue; downgraded the US$200 million 6.875% Senior Notes due 2023 and revised the outlook to stable from negative. Standard & Poor's also affirmed its 'B-' long-term and 'B-2' short-term corporate credit ratings on the company, and assigned its 'B-' senior unsecured debt rating to the company's proposed US$2 billion notes. S&P said the outlook is stable. NORTH WEST: Liquidators Set Dec. 31 Claims Bar Date --------------------------------------------------- Creditors of North West Aerosols Limited have until Dec. 31 to send their names and addresses and particulars of their debts or claims, and the names and addresses of the Solicitors (if any) to appointed Joint Liquidators D. Bailey and G. N. Lee at: Begbies Traynor Elliot House 151 Deansgate Manchester M3 3BP United Kingdom The company can be reached at: Brookfield Centre Brookfield Drive Liverpool Merseyside L9 7AS United Kingdom Tel: 0151 521 5215 Fax: 0151 521 5216 NORTH WEST WAREHOUSING: Creditors' Claims Due Feb. 16, 2007 ----------------------------------------------------------- Creditors of North West Warehousing Limited have until Feb. 16, 2007, to send in their full names and addresses, full particulars of their debts or claims, and the names and addresses of their Solicitors (if any) to appointed Joint Liquidators D. Bailey and G. N. Lee at: D. Bailey and G. N. Lee Begbies Traynor Elliot House 151 Deansgate Manchester M3 3BP United Kingdom The company can be reached at: North West Warehousing Limited 26-30 South Road Weston Point Runcorn Cheshire WA7 4EZ United Kingdom Tel: 01928 575 926 Fax: 01928 568 150 ORGASMIC LIMITED: Hires Liquidator from Begbies Traynor ------------------------------------------------------- Lloyd Biscoe of Begbies Traynor was appointed Liquidator of Orgasmic Limited (t/a Orgasmic Chocolates) on Nov. 20 for the creditors' voluntary winding-up proceeding. The company can be reached at: Orgasmic Limited The Penthouse Suite 154 Business Design Centre 52 Upper Street London N1 0QH United Kingdom Tel: 020 7359 6622 OVAL 316: Brings In Administrators from Roger Evans --------------------------------------------------- David Patrick Meany and Simon John Lowes of Roger Evans was appointed administrator of Oval 316 Ltd. (Company Number 01752774) on Nov. 15. The administrator can be reached at: David Patrick Meany and Simon John Lowes Rogers Evans 20 Brunswick Place Southampton Hampshire SO1 2AQ Tel: 023 8033 5888 Fax: 023 8033 4400 E-mail: tevans@rogersevans.co.uk Oval 316 Ltd. can be reached at: 10 Cowley Road Poole Dorset BH17 0UJ United Kingdom Tel: 01202 682 830 Fax: 01202 665 572 PEAK AQUATICS: Nominates Liquidator from Simmonds & Company ----------------------------------------------------------- Gordon Allan Mart Simmonds of Simmonds & Company was nominated Liquidator of Peak Aquatics Limited on Nov. 21 for the creditors' voluntary winding-up procedure. Headquartered in Buxton, England, Peak Aquatics Limited -- http://www.peakaquatics.com/-- manufactures and installs fish retail display units. The company also provides a range of coldwater and tropical freshwater fish, amphibians and invertebrates. PROFESSIONAL CARE: Taps David Field to Liquidate Assets ------------------------------------------------------- David Field of Centrum Recovery Limited was appointed Liquidator of Professional Care (Essex) Limited on Nov. 17 for the creditors' voluntary winding-up proceeding. The company can be reached at: Professional Care (Essex) Limited West Road Westcliff On Sea Essex SS0 9DE United Kingdom Tel: 01702 346 960 PROFIT THROUGH PEOPLE: Taps Liquidator from Poppleton & Appleby --------------------------------------------------------------- M. D. Hardy of Poppleton & Appleby was appointed Liquidator of Profit Through People Limited (fka Dormant 12345 Limited) on Nov. 17 for the creditors' voluntary winding-up proceeding. The company can be reached at: Profit Through People Limited Blackpole Trading Estate East Blackpole Road Worcester Worcestershire WR3 8ZL United Kingdom Tel: 01905 454 747 Fax: 01905 456 969 RCE LIMITED: Claims Filing Period Ends Dec. 31 ---------------------------------------------- Creditors of RCE Limited have until Dec. 31 to send in their full names, their addresses and descriptions, full particulars of their debts or claims, and the names and addresses of their Solicitors (if any), to appointed Liquidator John Paul Sugden at: Auker Rhodes Limited Royd House 286 Manningham Lane Bradford BD8 7BP United Kingdom QUALICARE LIMITED: Creditors' Claims Due Jan. 5, 2007 ----------------------------------------------------- Creditors of Qualicare Limited (t/a The Laminating Company) have until Jan. 5 2007, to send in their full names, their addresses and descriptions, full particulars of their debts or claims, and the names and addresses of their Solicitors (if any), to appointed Liquidator D. G. Platt at: David Platt Associates Northwood 76 Currier Lane Ashton under Lyne OL6 6TB United Kingdom RJS BUILDING: Nominates Alex Kachani as Liquidator -------------------------------------------------- Alex Kachani of Crawfords was nominated Liquidator of RJS Building Contractors Limited on Nov. 16 for the creditors' voluntary winding-up procedure. The company can be reached at: RJS Building Contractors Limited 34 Loughborough Road Quorn Loughborough Leicestershire LE128DX United Kingdom Tel: 0845 331 2729 Fax: 0845 094 0072 SCOTTISH RE: Declares Dividend on Perpetual Preferred Shares ------------------------------------------------------------ The Board of Directors of Scottish Re Group Ltd. declared a cash dividend of US$0.4531 per Perpetual Preferred Share outstanding to be paid on Jan. 15, 2007 to Perpetual Preferred Share shareholders of record as of the close of business on Jan. 2, 2007. About Scottish Re Scottish Re Group Limited -- http://www.scottishre.com/-- provides reinsurance of life insurance, annuities and annuity- type products through its operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and Windsor, England. At March 31, 2006, the reinsurer's balance sheet showed US$12.2 billion assets and US$10.8 billion in liabilities * * * As reported in the TCR-Europe on Nov. 29, Moody's Investors Service continues to review the ratings of Scottish Re Group Ltd. with direction uncertain following the announcement by the company that it has entered into an agreement to sell a majority stake to MassMutual Capital Partners LLC, a member of the MassMutual Financial Group and Cerberus Capital Management, L.P., a private investment firm. These ratings continue on review with direction uncertain: * Scottish Re Group Limited: -- senior unsecured debt of Ba3; -- senior unsecured shelf of (P)Ba3; -- subordinate shelf of (P)B1; -- junior subordinate shelf of (P)B1; -- preferred stock of B2; and -- preferred stock shelf of (P)B2. * Scottish Holdings Statutory Trust II: preferred stock shelf of (P)B1; * Scottish Holdings Statutory Trust III: preferred stock shelf of (P)B1; * Scottish Annuity & Life Insurance Co (Cayman) Ltd.: insurance financial strength of Baa3; * Premium Asset Trust Series 2004-4: senior secured debt of Baa3 (based on IFS of SALIC); * Scottish Re (U.S.), Inc.: insurance financial strength of Baa3; * Stingray Pass-Through Certificates: senior secured debt of Baa3 (based on IFS rating of SALIC). At the same time, Standard & Poor's Ratings Services revised the CreditWatch status of its ratings on Scottish Re Group Ltd., Scottish Re's operating companies, and dependent unwrapped securitized deals to positive from negative. The ratings on securitizations that are wrapped or independent of the credit quality of Scottish Re have been affirmed. Scottish Re has a 'CCC' counterparty credit rating, and Scottish Re's operating companies have 'B+' counterparty credit and financial strength ratings. These ratings were placed on CreditWatch negative on July 31, 2006, when Scottish Re announced poor second-quarter results and that liquidity was tight. Fitch Ratings added that Scottish Re Group Ltd.'s ratings remain on Rating Watch Negative following the announcement that SCT has entered into an agreement which will result in a new equity investment into the company of US$600 million. SCT's ratings were placed on Rating Watch Negative on July 31, due to concerns regarding the company's ability to repay US$115 million of senior convertible notes that are expected to be put to the company on Dec. 6. The ratings remain on Rating Watch Negative: Scottish Annuity & Life Insurance Company (Cayman) Limited -- IFS at BBB. Scottish Re (U.S.) Inc. -- IFS at BBB. Scottish Re Limited -- IFS at BBB. Scottish Re Group Limited -- IDR at BB; -- 4.5% US$115 million senior convertible notes at BB-; -- 5.875% US$142 million hybrid capital units at B+; and -- 7.25% US$125 million non-cumulative perpetual preferred stock at B+. A.M. Best Co. has downgraded the Financial Strength Rating to B from B+ and the issuer credit ratings to "bb+" from "bbb-" of the primary operating insurance subsidiaries of Scottish Re Group Limited. A.M. Best has also downgraded the ICR of Scottish Re to "b" from "bb-" and all of Scottish Re's debt ratings. All ratings remain under review with negative implications. The FSR has been downgraded to B from B+ and the ICRs have been downgraded to "bb+" from "bbb-" and remain under review with negative implications for the following subsidiaries of Scottish Re Group Limited: -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.; -- Scottish Re (U.S.), Inc.; -- Scottish Re Life Corporation; -- Scottish Re Limited; and -- Orkney Re, Inc. The ICR has been downgraded to "b" from "bb-" and remains under review with negative implications for Scottish Re Group Limited. These debt ratings have been downgraded and remain under review with negative implications: Scottish Re Group Limited -- to "b" from "bb-" on US$115 million 4.5% senior unsecured convertible notes, due 2022; -- to "ccc+" from "b" on US$143 million 5.875% of hybrid capital units, due 2007; and -- to "ccc+" from "b" on US$125 million non-cumulative preferred shares. Stingray Pass-thru Trust -- to "bb" from "bbb-" on US$325 million senior unsecured pass-thru certificates, due 2012 These indicative ratings for debt securities under the shelf registration have been downgraded and remain under review with negative implications: Scottish Re Group Limited -- -- to "ccc+" from "b" on preferred stock; -- to "b-" from "b+" on subordinated debt; and -- to "b" from "bb-" on senior unsecured debt; Scottish Holdings Statutory Trust II and III --to "b-" from "b+" on preferred securities SEA CONTAINERS: Sells 50% Stake in Aegean Speed Lines ----------------------------------------------------- Sea Containers, Ltd., and Speed Shipping Company Limited each own 50% interest in a certain Aegean Speed Lines NE joint venture. In February 2005, SCL and Speed Shipping entered into a shareholders' agreement under which the parties each subscribed for 2,500 shares in ASL, and agreed on the manner in which the affairs of ASL were to be conducted. ASL has no other operations aside from operating Speedrunner 1, a passenger ferry. Hoverspeed GB Limited, an indirect, wholly owned subsidiary of SCL, owns Speedrunner 1 and charters it to Sea Containers Cyprus Holdings Limited. SC Cyprus, in turn, sub-charters the ferry to ASL. Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that ASL incurred a EUR1,600,000 loss in 2005, and is forecasted to make a EUR1,400,000 loss in 2006. Under the Shareholders' Agreement, SCL is obliged to make subordinated loans to ASL in amounts necessary to meet its portion of ASL's liability to third party creditors. SCL estimates a US$600,000 potential loan advance obligation for 2006. HGB has agreed to sell the Vessel to Speed Shipping for US$2,000,000. The Vessel is not a property of the Debtors' estates, Mr. Brady relates. In conjunction with the sale, SCL has agreed to sell its 50% stake in the ASL joint venture to Speed Shipping for the nominal fee of EUR1 and the release of its obligations under the Shareholders' Agreement. The Shareholders' Agreement provides that before transferring its 50% joint venture interest in ASL to a third-party, SCL must first offer its 2,500 shares in SCL to Speed Shipping. SCL may only proceed to transfer to a third-party those shares which Speed Shipping declines to purchase, and may only transfer the shares on terms no less favorable than those offered to Speed Shipping. Mr. Brady discloses that SCL has not formally marketed its Joint Venture Interest for sale for these reasons: (1) the ASL business has generated losses and is expected to generate a loss for 2007; (2) ASL has no meaningful assets other than its interest in the Vessel's sub-charter and the goodwill generated by the business operations; (3) any buyer of SCL's Joint Venture Interest would be liable to pay, by way of subordinated loan, US$600,000 in respect of estimated losses incurred by ASL; and (4) to retain the Vessel's class status as a "High Speed Craft," ASL would be required to overhaul two of the Vessel's engines, which is estimated to cost US$1,900,000. SCL believes that it can maximize the value of its Joint Venture Interest and minimize its liability to ASL only through a combined sale transaction of its Joint Venture Interest together with the Vessel. Hence, the Debtors seek the Court's approval to sell SCL's 50% interest in ASL to Speed Shipping pursuant to a sale agreement dated November 2006 between SCL, Speed Shipping, ASL, Niver Lines Shipping Co SA as Speed Shipping's parent company, HGB, and SC Cyprus. Pursuant to the Sale Agreement: (a) the Vessel will be transferred to Speed Shipping on the terms contained in a memorandum of agreement; (b) the head-charter and the sub-charter will be terminated with effect from the delivery of the Vessel to Speed Shipping; (c) SCL will transfer its shares in ASL to Speed Shipping for EUR1; (d) upon the delivery of the Vessel, the payment of the purchase price, and the share transfer, all obligations of each of the parties under the Shareholders' Agreement, the Head-Charter and the Sub Charter will be deemed satisfied, with every liability that any party may have considered settled or waived and with each party deemed to have fully complied with its obligations under the agreements; and (e) HGB may retain the proceeds of any insurance recovery arising out of a claim for engine damage sustained by the Vessel in July 2006. Speed Shipping may opt to cancel the Memorandum of Agreement should the Vessel's delivery not occur prior to Dec. 7. Because the sale of the Vessel is contingent upon the sale of SCL's interest in ASL, the Debtors also ask the Court to approve the sale of the Joint Venture Interest on the terms agreed and not require competitive bidding through a formal, court-supervised auction process. A full-text copy of the Sale Agreement and the Memorandum of Agreement is available for free at: http://ResearchArchives.com/t/s?162e Mr. Brady tells Judge Carey that the Sale should be approved because, among other things: -- the proposed sale enables the Debtors to liquidate an asset that is unnecessary to their core business operations, and to exit a joint venture that has not been and is not projected to be profitable in 2007 without incurring further liability; -- the transaction represents the highest and best offer for the Joint Venture Interest; and -- the Sale Agreement and the MOA are the product of good faith, arm's-length negotiations between SCL and Speed Shipping. Furthermore, Mr. Brady says there are no known liens or encumbrances that exist in, to, or against the Joint Venture Interest. Mr. Brady however says that there are certain restrictions contained in the public note indentures of SCL that might be read to prohibit the sale of the Joint Venture Interest. As required pursuant to the Sale Agreement, the Debtors further seek the Court's authority to transfer the Joint Venture interest free and clear of any and all liens, claims and encumbrances, except those expressly assumed by Speed Shipping under the Sale Agreement. About Sea Containers Headquartered in Hamilton, Bermuda, Sea Containers Ltd. -- http://www.seacontainers.com/-- provides passenger and freight transport and marine container leasing. Registered in Bermuda, the company has regional operating offices in London, Genoa, New York, Rio de Janeiro, Sydney, and Singapore. The company is owned almost entirely by United States shareholders and its primary listing is on the New York Stock Exchange (SCRA and SCRB) since 1974. On Oct. 3, the company's common shares and senior notes were suspended from trading on the NYSE and NYSE Arca after the company's failure to file its 2005 annual report on Form 10-K and its quarterly reports on Form 10-Q during 2006 with the U.S. Securities and Exchange Commission. Through its GNER subsidiary, Sea Containers Passenger Transport operates Britain's fastest railway, the Great North Eastern Railway, linking England and Scotland. It also conducts ferry operations, serving Finland and Estonia as well as a commuter service between New York and New Jersey in the U.S. Sea Containers Ltd. and two subsidiaries filed for chapter 11 protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156). Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they reported US$1.7 billion in total assets and US$1.6 billion in total debts. (Sea Containers Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). SELECTA CDO: Moody's Upgrades Rating on Class D Notes to Ba1 ------------------------------------------------------------ Moody's Investors Service has taken these rating actions in respect of notes issued by Selecta CDO Limited. Selecta CDO: -- upgrades to Aa1 from Aa2, the 2005-1 EUR80.25-Mln Class B1 Secured Floating Rate Notes due 2012, upgraded to Aa1 from Aa2; -- upgrades to Aa1 from Aa2, the 2005-2 USD50-Mln Class B2 Secured Floating Rate Notes due 2012; -- upgrades to A1 from A2, the 2005-1 EUR9.75-Mln Class C1 Secured Floating Rate Notes due 2012; and -- upgrades to A1 from A2, the 2005-2 USD8-Mln Class C2 Secured Floating Rate Notes due 2012. Selecta CDO II: -- upgrades to Ba1 from Ba2, the 2005-3 EUR12-Mln Class D Secured Floating Rate Notes due 2012. The notes are credit linked to a dynamic reference portfolio, and each class represents a percentage of the credit risk associated to it. The reference portfolio is fully managed by Credit Agricole Asset Management. The reference portfolio is composed of 135 credits (corporate and sovereigns), it has an initial exposure per credit that varies from around 0.1% to 1.5%, and a diversity score of 58. These upgrades are the result of an upwards credit migration in the porfolio and a reduced time to maturity. SHELTEX LTD: Nominates Ninos Koumettou as Liquidator ---------------------------------------------------- Ninos Koumettou of AlexanderLawsonJacobs was nominated Liquidator of Sheltex Ltd. (t/a Holts) on Nov. 16 for the creditors' voluntary winding-up procedure. The company can be reached at: Sheltex Ltd. 105 Stanstead Road Lewisham London SE231HH United Kingdom Tel: 020 8699 3243 SKYEPHARMA PLC: HBOS Plc No Longer Holds Material Interest ---------------------------------------------------------- SkyePharma PLC, in accordance with the Companies Act 1985, was informed on Nov. 27, 2006, by HBOS plc and its subsidiaries that they no longer have a notifiable material interest in the Ordinary Shares of the Company. HBOS plc and its subsidiaries previously held a material interest in the Company. Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP) -- http://www.skyepharma.com/-- develops pharmaceutical products benefiting from world-leading drug delivery technologies that provide easier-to-use and more effective drug formulations. There are now twelve approved products incorporating SkyePharma's technologies in the areas of oral, injectable, inhaled and topical delivery, supported by advanced solubilisation capabilities. Going Concern Doubt As reported in the Troubled Company Reporter on Aug. 1, PricewaterhouseCoopers LLP in London raised substantial doubt about Skyepharma PLC's ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2005. The auditing firm pointed to the uncertainty as to when Skyepharma's certain strategic initiatives may be concluded and their effect on the company's working capital requirements. SKYEPHARMA PLC: Lehman Brothers Increases Holdings to 7.25% ----------------------------------------------------------- SkyePharma PLC, in accordance with the Companies Act 1985, was informed by Lehman Brothers International (Europe) of its increased holding in the Company by 14,492,734 since their last filing on Oct. 19. Lehman's revised holding amounts to 54,670,736 ordinary shares, representing 7.25% of the issued share capital of the Company. Headquartered in London, SkyePharma PLC (Nasdaq: SKYE; LSE: SKP) -- http://www.skyepharma.com/-- develops pharmaceutical products benefiting from world-leading drug delivery technologies that provide easier-to-use and more effective drug formulations. There are now twelve approved products incorporating SkyePharma's technologies in the areas of oral, injectable, inhaled and topical delivery, supported by advanced solubilisation capabilities. Going Concern Doubt As reported in the Troubled Company Reporter on Aug. 1, PricewaterhouseCoopers LLP in London raised substantial doubt about Skyepharma PLC's ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2005. The auditing firm pointed to the uncertainty as to when Skyepharma's certain strategic initiatives may be concluded and their effect on the company's working capital requirements. SOFTBANK MOBILE: S&P Withdraws Rating on Economic Defeasance ------------------------------------------------------------ Standard & Poor's Ratings Services withdrew its 'BB+/Watch Neg' corporate credit rating on Softbank Mobile Corp. and its 'BB+/Watch Pos' senior unsecured rating on Softbank Mobile's bonds at its discretion. These ratings were placed on CreditWatch with negative implications on March 3, following the agreement by former owner Vodafone Group PLC to sell the company to the lower-rated Softbank Corp. Subsequently, the rating on Softbank Mobile's bonds was moved to CreditWatch with positive implications on Nov. 20, following the announcement of the plan of the economic defeasance on the bonds. The corporate credit rating is withdrawn due to its reduced relevance given Softbank Mobile's corporate securitization implemented Thursday and the economic defeasance of its bonds implemented along with the securitization. As a result, nearly all Softbank Mobile's debt now falls within the bounds of the securitization or economic defeasance. The rating on the bonds is withdrawn following the economic defeasance of the debt by the trust scheme adopted in tandem with the corporate securitization. Withdrawal of the bond ratings is in accordance with Standard & Poor's general policy requiring an issuer rating when we rate economically defeased debt. The implementation of economic defeasance in this instance improves the credit quality of Softbank Mobile's bonds significantly, mainly because the cash in the defeasance trust will be invested in assets with high credit quality. As long as Softbank Mobile does not enter bankruptcy, the risk of default on the bonds is very limited. At the same time, the probability of Softbank Mobile entering into bankruptcy is also reduced through various security packages in the corporate business securitization. Even in the hypothetical scenario that Softbank Mobile entered into bankruptcy proceedings, this would not automatically trigger a default on the debt that had already been defeased. SOUTHLAKE HOLDINGS: Claims Registration Ends Jan. 31, 2007 ---------------------------------------------------------- Creditors of Southlake Holdings Limited have until Jan. 31, 2007, to send their full names and addresses, together with full particulars of their debts or claims, to appointed Liquidator Peter O'Duffy at: IP Services Ltd. 9 Woodhill Road Portishead Bristol BS20 7EU United Kingdom The company can be reached at: Southlake Holdings Limited Somerton Business Park Bancombe Road Somerton Somerset TA116SB United Kingdom Tel: 01458 273 154 STIEFEL LAB: Moody's Assigns Low-B Ratings on Credit Facilities --------------------------------------------------------------- Moody's assigned a Ba3 and a B3 rating to the proposed first and second lien credit facilities, respectively, of Stiefel Laboratories, Inc. Moody's also assigned Stiefel a Corporate Family Rating of B1. The outlook for the ratings is stable. This is the first time Moody's has assigned ratings for Stiefel. The proceeds of the proposed offering are expected to be used primarily to acquire the stock of Connetics Corp. for around US$620 million, retire Connectics' outstanding debt and refinance the existing debt of Stiefel. Stiefel's rating reflects the key factors enumerated in Moody's Global Pharmaceutical Rating Methodology. The B1 Corporate Family Rating reflects the modest scale of the combined company with pro forma revenue for the twelve months ended Sept. 30 of around US$730 million. The proposed acquisition of Connetics is the company's largest acquisition to date and the related financing will result in a significant increase in financial leverage. Following the transaction, the company's funded debt of US$810 million will exceed pro forma revenue. The considerable financial leverage along with increased capital spending in the next few years are also expected to constrain cash flow coverage of debt in the near term. However, Moody's expects the company to be able to generate sufficient cash flow to fund the increased capital spending and to reduce debt. Additionally, the combined company will have a fairly diverse product mix with the top three products generating about 34% of pro forma sales for the fiscal year ended March 31, 2006. Moody's believes the company's diverse product portfolio, spanning multiple indications, including acne, psoriasis and dermatoses, should be a credit positive over the rating horizon. Further, the combined company has modest exposure to patent expirations and challenges over the near term. The stable ratings outlook reflects our expectation that sustained sales growth and cost savings initiatives associated with the combination of the two companies should contribute to a continuation of positive operating results and stable cash flow over the rating horizon. Sales of dermatological products should continue to be fueled by favorable demographics and lifestyle trends. Also contributing to the stable outlook is the expectation of a conservative acquisition strategy following the Connetics transaction and the anticipation that free cash flow will be used to repay debt. If Stiefel continues to grow revenues, maintains its positive margin performance and returns to its conservative leverage profile, Moody's could change the rating outlook to positive or upgrade the rating. Downward rating pressure could result from any of these circumstances: * integration issues arising from the acquisition of Connetics; * a material decline in revenue and cash flow caused by generic competition for Soriatane; * the loss of patent protection and resulting competition for OLUX; or large cash-financed acquisitions. These are the summary of ratings assigned. The ratings remain subject to Moody's review of final documentation. -- US$75-million senior secured first lien revolving credit facility, Ba3 (LGD3, 41%); -- US$623-million senior secured first lien term loan, Ba3 (LGD3, 41%); -- US$150-million senior secured second lien term loan, B3 (LGD6, 91%); -- Corporate Family Rating, B1; and -- Probability of Default Rating, B1. Headquartered in Coral Gables, Florida, Stiefel Laboratories, Inc. is a privately held pharmaceutical company specializing in dermatological products. Stiefel has nearly 160 years of experience in dermatology and currently markets over 160 products in more than 100 countries. The company manufactures and markets a variety of prescription and non-prescription dermatological products, including Duac, Brevoxyl and Rosac Cream. Stiefel recognized around US$550 million of revenue for the twelve months ended Sept. 30, 2006. TAMS GROUP: Creditors' Meeting Slated for December 13 ----------------------------------------------------- Creditors of Tams Group Ltd. (Company Number 03958399) will meet at 11:00 a.m. on Dec. 13 at: Begbies Traynor The Old Barn Caverswall Park Caverswall Lane Stoke on Trent ST3 6HP United Kingdom Creditors who want to be represented at the meeting may appoint proxies. Proxy forms must be submitted together with written debt claims at noon on Dec. 12 at: Robert M. Young and Ian M. Rose Joint Administrative Receivers Begbies Traynor The Old Barn Caverswall Park Caverswall Lane Stoke on Trent ST3 6HP United Kingdom Begbies Traynor -- http://www.begbies.com/-- assists companies, creditors, financial institutions and individuals on all aspects of financial restructuring and corporate recovery. U.S. ENERGY: U.S. Unit Files Chapter 11 Petition in New York ------------------------------------------------------------ U.S. Energy Biogas Corp. has filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Southern District of New York. USEB said that its business is operationally healthy with attractive growth opportunities, it is current in its payment of all principal and interest, no monetary defaults exist or are alleged by any creditors, and it has honored every material reporting requirement under its loans. However, USEB said that its current capital structure is impaired by a flawed and unjustifiably onerous loan agreement negotiated by its former management with Countryside Power Income Fund that, absent a restructuring, would cause USEB to become insolvent. Having failed in good faith efforts to renegotiate the Countryside loan, including offering to repay the loan in full, USEB's board of directors determined that Chapter 11 is the best venue for pursuing and establishing an appropriate capital structure to support the continued operation and growth of USEB's business. USEB believes that it will be able to achieve a Plan of Reorganization that will honor 100% of all valid pre- petition claims. Continuing Operations Unaffected USEB said that all of its facilities are open and operating as usual, and that its ongoing operations will be funded by USEB's substantial continuing cash flow. USEB intends to continue normal business relationships and functions with utility customers during the Chapter 11 process. USEB has filed a motion for cash collateral that, if granted by the Court, will provide ample liquidity to pay all vendors and suppliers in full and under normal terms for goods and services received by USEB after its Chapter 11 filing. USEB also has filed First Day Motions that, if granted by the Court, will ensure that employees will continue to be paid as usual, and health care plans and other benefits for employees and retirees will continue. USEB's qualified retirement plans for retirees and vested employees are fully funded and protected by federal law. Parent and Parent's U.K. Subsidiary Not Included in Filing USEB and its parent company, U.S. Energy Systems, Inc. (Nasdaq: USEY), said that USEB's Chapter 11 filing did not include USEY or USEY's other subsidiary, a U.K.-based natural gas exploration and development business, U.K. Energy Systems. Moreover, neither USEY's nor UKEY's operations are affected by USEB's Chapter 11 filing. USEY is a "clean and green" energy company that owns and operates renewable energy, clean energy and power generation businesses in the U.S. and UK. The Best Strategic Alternative for USEY Shareholders "USEB is an operationally healthy business with exciting growth potential, and it should also be a valuable business, but instead its value has been nullified by its capital structure and it has been on a collision course with insolvency," said Asher E. Fogel, Chairman of USEB and Chief Executive Officer of USEY. "Without meaningful progress in our discussions with Countryside, and with our opportunity costs continuing to rise, we decided that it is in the best interests of USEB, and therefore USEY's shareholders, to move our efforts to recapitalize USEB into the Chapter 11 venue at this juncture." "The Countryside loan traps around US$33 million in cash that could fund growth investments and help to meaningfully contain our cost of funds. Our efforts to improve USEB's capital structure and enable it to take advantage of its growth opportunities are consistent with our fundamental business strategy," Mr. Fogel said. "USEY's strategy is to identify and acquire high potential clean and green energy businesses whose values are depressed due to financial or operating constraints," Mr. Fogel said. "Our experienced executive and operating management team work together to develop and execute focused plans for unlocking trapped value and building strong and successful businesses for the benefit of customers, business partners and the USEY's shareholders." "USEB's U.S. landfill gas business currently generates strong profit margins and has attractive growth potential. We believe that resolving the flawed and unjustifiably onerous Countryside loan arrangement will unlock significant value for USEY shareholders. Moreover, we are moving forward with our highly experienced renewable energy leadership team to execute business development plans that we believe can double the level of USEB's current free cash flow over the next four years," Mr. Fogel concluded. In connection with USEB's Chapter 11 filing, USEY stated that it has agreed to grant a reduced number of warrants to a Secured Term Loan lender and that it has no further obligation to deliver additional warrants under a previous warrant purchase agreement. As announced by USEY on Aug. 10, a Secured Term Loan lender required from USEY by Dec. 31, 2006 either an unsecured guaranty of the USEB business in support of its loan to a USEY affiliate, or warrants for around 4.0 million shares of USEY common stock exercisable at US$0.01 and with a term of 7.5 years. With USEB's Chapter 11 filing, USEY is unable to obtain the necessary waiver from Countryside in order to provide the unsecured guaranty to the Secured Term Loan lender, and USEY has agreed to grant the Secured Term Loan lender warrants for around 1.1 million (instead of around 4.0 million) shares of common stock at the same term and conditions. USEY also has agreed to extend the exclusive agreement with the Secured Term Loan lender to arrange financing for the Company for an additional 12 months. USEY Completes Transaction to Consolidate Ownership of USEB Reflecting USEY's confidence in USEB's operational performance, intrinsic value and growth potential, USEY also reported that it has completed the acquisition of the around 46% of USEB's stock it previously did not own. In consideration for the USEB stock, USEY agreed to assume a promissory note with remaining payments aggregating US$430,000; a contingent obligation based on the value of Section 29 tax credits, with a face amount of US$4.3 million; and other capital and operating expense obligations not to exceed US$1 million. Management currently anticipates that the total assumed payments and obligations in the USEB stock transaction will not exceed an aggregate of US$1.43 million. As part of the transaction, USEY also agreed to enter into a defined commercial relationship with the selling stockholder. Further information about USEY's acquisition of the USEB stock is contained in a Form 8-K filed by USEY. In connection with USEY's consolidation of ownership in USEB, it also appointed USEY Senior Vice President Adam D. Greene as USEB's Chief Executive Officer. Richard J. Augustine will remain USEB President and continue to oversee day-to-day operations. The Countryside Loan USEB believes the Countryside loan is flawed and unjustifiably onerous because, among other factors: -- The Countryside loan was the result of a self-dealing transaction by members of Countryside's management who, at the time, were also serving as USEB's management; -- The Countryside loan includes an unduly burdensome 15-year "make-whole" provision that in effect constitutes a penalty, preventing pre-payment, regardless of current market rates; and -- The Countryside loan includes covenants that require USEB to set aside significant amounts from cash flow in reserve accounts, needlessly trapping cash that might otherwise help grow the enterprise. A copy of U.S. Energy Biogas' case summary was published in yesterday's Troubled Company Reporter. About U.S. Energy Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp. -- http://www.usenergysystems.com/-- develops landfill gas projects in the United States. Formerly known as Zahren Alternative Power Corporation or ZAPCO, the company was formed in May 2001 after ZAPCO's acquisition by U.S. Energy Systems, Inc. Currently, the Debtor owns and operates 23 LFG to energy projects with 52 megawatts of generating capacity. The Debtor and 31 of its affiliates filed separate voluntary chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-12857). Joseph J. Saltarelli, Esq., at Hunton & Williams represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of more than US$100 million. VEDANTA RESOURCES: Extends Offer for Sterlite's Common Shares ------------------------------------------------------------- Vedanta Resources plc has further extended its previously disclosed offer, made through its wholly owned subsidiary Twin Star International Ltd., for all of the outstanding common shares of Sterlite Gold Ltd. not already owned by TSI and its affiliates, excluding those common shares held by United States shareholders, on the basis of CDN0.258 in cash per common share. The Offer will now expire at 5:00 p.m. (Toronto time) on Jan. 9, 2007, unless further extended. The Offer has been extended to allow time for, among other things, remaining Sterlite Gold shareholders to tender their common shares to the Offer and the satisfaction of certain applicable United States regulatory requirements in order to permit Vedanta to extend the Offer to Sterlite Gold shareholders in the United States. A notice of extension will promptly be mailed to those Sterlite Gold shareholders to whom the Offer to Purchase and Circular was originally sent. Subject to applicable securities laws, any common shares validly deposited to the Offer must be taken up and paid for within ten days of the deposit of such common shares. Sterlite Gold shareholders are encouraged to tender their remaining common shares to the Offer as soon as possible to receive prompt payment. As of Nov. 30, 2006, a total of 75,506,127 common shares of Sterlite Gold had been taken up under the Offer, representing, together with common shares already owned by TSI at the commencement of the Offer, around 83.5% of the outstanding common shares of Sterlite Gold (on a fully diluted basis). As previously disclosed, Vedanta Resources' Indian-based subsidiary, Sterlite Industries (India) Limited, filed a Form F-1 registration statement with the U.S. Securities and Exchange Commission on Nov. 15 in relation to a proposed offering of Sterlite's equity shares in the form of American Depositary Shares. The Offering enables the Group to capitalize on attractive growth opportunities in India and maintain a strong balance sheet. It will allow Sterlite to exercise its call option to acquire the Government of India's remaining interest in HZL, the Group's zinc business, after the call option becomes exercisable on or after April 11, 2007, assuming the Government of India does not exercise its right to make a public offering of its remaining interest or sell part of its remaining interest to HZL employees prior to Sterlite's exercise of the call option. The Offering will also enable the Group to expand into the commercial energy sector in India. The Board believes that with India's large coal reserves, ongoing government deregulation and high demand for power relative to supply, this business represents an attractive growth opportunity. The Board believes that Sterlite is well positioned to undertake these growth opportunities and will enhance the Group's competitive advantage in India. The Group's entry into the commercial energy sector will leverage Sterlite's experienced management, strong project execution skills and experience in building and operating captive power plants in its existing operations. The entry into the commercial energy sector and consolidation of HZL minorities are consistent with the Group's strategy to create a world-class metals and mining business, leverage its established skills and generate strong returns. The Group currently has a 76.0% effective interest in Sterlite's issued share capital. Following the Offering Vedanta will continue to own a majority of Sterlite's equity shares and will retain management control. Headquartered in London, England, Vedanta Resources PLC -- http://www.vedantaresources.com/-- is a FTSE 100 diversified metals and mining group. Its principal operations are located throughout India, with further operations in Zambia and Australia. The major metals produced are aluminum, copper, zinc and lead. * * * As reported in the TCR-Europe on Nov. 21, Moody's Investors Service placed the Baa3 corporate family rating and the Ba1 long-term senior unsecured rating of Vedanta Resources plc on review for possible downgrade. In February 2006, Standard & Poor's Ratings Services assigned its 'BB' rating to the US$725 million convertible bond issue of Vedanta Finance (Jersey) Ltd., a wholly owned subsidiary of London-based mining company Vedanta Resources PLC (foreign currency BB/Negative/--). W LAKE: Brings In Administrator from Bond Partners -------------------------------------------------- T. Papanicola of Bond Partners LLP was appointed administrator of W Lake (Birmingham) Ltd. (Company Number 02245164) on Nov. 22. The administrator can be reached at: T. Papanicola Bond Partners LLP Turnpike Gate House Alcester Heath Alcester Warwickshire B49 5NJ United Kingdom Tel: 01789 766406 W Lake (Birmingham) Ltd. can be reached at: 2 Vine Street Aston Birmingham West Midlands B6 5TS United Kingdom Tel: 0121 327 1602 Fax: 0121 328 3591 ********* Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than US$3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Thursday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. ********* 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 -- Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Jazel Laureno, Julybien Atadero, Carmel Zamesa Paderog, Joy Agravante, and Zora Jayda Zerrudo Sala, Editors. Copyright 2006. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, 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 US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *