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/raid1/www/Hosts/bankrupt/TCR_Public/071101.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 1, 2007, Vol. 11, No. 259 Headlines 2448 18TH: Case Summary & Largest Unsecured Creditor 360 GLOBAL: Disclosure Statement Gets Conditional Court Okay 360 GLOBAL: Court Sets December 6 Plan Confirmation Hearing ACXIOM CORP: Board Approves $75 Mil. Stock Repurchase Program ACXIOM CORP: Annual Stockholders Meeting Scheduled on December 21 ACXIOM CORP: Earns $10.5 Million in Quarter Ending September 30 AES CORP: Prices Cash Tender Offer for Senior Notes AXON FINANCIAL: Decreased Asset Value Cues S&P to Lower Ratings BAY FURNITURE: Headquarters Sold by Atlas Partners BEAZER HOMES: Pending Reinstatements Cues S&P to Retain Watch BOMBAY CO: Committee Taps Lang Michener as Canadian Counsel CABLEVISION SYSTEMS: Moody's Confirms B1 Corporate Family Rating CAPITALSOURCE REAL: Fitch Affirms 'BB' Rating on $47.45MM Notes CAREY INTERNATIONAL: Refinancing Cues Moody's to Withdraw Ratings CARINA CDO: Moody's Junks Ratings on Four Note Classes CENTURY ALUMINUM: Earns $7.5 Million in 3rd Quarter Ended Sept. 30 CHALLENGER POWERBOATS: Completes Reverse Stock Split CHAMPION ENTERPRISES: S&P Rates Proposed $160MM Sr. Notes at B- CHICAGO H&S: Case Summary & 20 Largest Unsecured Creditors CHIQUITA BRANDS: Outlines Restructuring Plan to Improve Earnings CMB CAPITAL: Voluntary Chapter 11 Case Summary COLUMBIA AIRCRAFT: Gets Court Nod to Auction Assets on November 27 COMMSCOPE INC: Earns $60.3 Million in 3rd Quarter Ended Sept. 30 CORPUS CHRISTI: Case Summary & Five Largest Unsecured Creditors COUNTRYWIDE: Fitch Takes Rating Actions on Various Classes CRDENTIA CORP: Inks Pact to Acquire Medical People for $1.25 Mil. CROWN CASTLE: Posts $67 Million Net Loss in Quarter Ended Sept. 30 CSC HOLDINGS: Moody's Holds Rating on Sr. Credit Facility at Ba2 CWMBS INC: Fitch Assigns Low-B Ratings on Four Cert. Classes DEVELOPERS DIVERSIFIED: Earns $32.7 Million in Qtr. Ended Sept. 30 DOJ LLC: Moody's Says Ratings Remain on Review DONNA JONES: Case Summary & 20 Largest Unsecured Creditors ENERGY PARTNERS: Extends Exchange Offer for $450MM Senior Notes FMC REAL: Fitch Affirms 'B' Rating on $12.084MM Class H Notes FOXTONS NORTH AMERICA: Sells Real Estate Listings for $310,000 GE CAPITAL: S&P Lifts Rating on Class L Notes to BB+ from BB GECC COMMERCIAL: Fitch Holds Ratings on 21 Certificate Classes GLOBAL POWER: Court Approves Disclosure Statement GLOBAL POWER: Plan Confirmation Hearing Scheduled on December 20 GREENWICH CAPITAL: Fitch Assigns Low-B Ratings on Six Classes GRYPHON PRODUCTION: Voluntary Chapter 11 Case Summary GSAA HOME: Fitch Rates $1.016MM Class B-5 Certificates at B GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings HANGER ORTHOPEDIC: Earns $5.4 Million in Quarter Ended Sept. 30 HCR HEALTHCARE: S&P Lowers Corporate Credit Rating to B from B+ HILTON HOTELS: Closes Merger Pact with Blackstone Affiliate HSI ASSET: Fitch Rates $700,000 Class B-5 Certificates at B HYDRO SPA: Gets Interim Okay to Use Principals' Cash Collateral HYDRO SPA: Files Chapter 11 Plan of Reorganization in Florida JACKSON 2006-II: Moody's Slashes Rating on $5 Million Notes JACKSON 2006-IIA: Moody's Lowers Rating on $50 Million Notes JACKSON 2006-III: Moody's Junks Rating on $12 Million Notes JACKSON 2006-IV: Moody's Junks Rating on $33 Million Notes JACKSON 2006-V: Moody's Junks Rating on EUR26.7 Million Notes JAYS FOODS: Public Sale of Assets Scheduled on November 30 KAN-TEX STEAKHOUSE: Case Summary & 26 Largest Unsecured Creditors KITTY HAWK: Court Approves Andrews Kurth as Bankruptcy Counsel KITTY HAWK: Has Until November 14 to File Schedules and Statement LAFAYETTE NEIGHBORHOOD: Wants David Rosenthal as Counsel MAGNOLIA FINANCE: Moody's Cuts Rating on Series 2006-8DU Notes MAGNOLIA FINANCE: Moody's Lowers Rating on Series 2006-8DG Notes MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8F Notes MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8E Notes MICHELE PINO: Voluntary Chapter 11 Case Summary MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2 Mil. Certificates MOVIE GALLERY: Wants to Establish De Minimis Asset Sale Procedures MOVIE GALLERY: Wants to Reject 70 Unexpired Store Leases NATURADE INC: Wants Modified Reorganization Plan Approved NEUMANN HOMES: Bankruptcy Filing Still Up in the Air NOVAMERICAN STEEL: Moody's Puts Corporate Family Rating at B2 NYU HOSPITALS: Moody's Rates Upcoming $95 Mil. Bond Issue at Ba2 OASYS MOBILE: Clear Thinking Named Bankruptcy Plan Trustee OCTANS I: Moody's Downgrades Ratings on Seven Note Classes OLIN CORP: Inks New $220 Mil. Sr. Revolving Credit Facility PAMPELONNE CDO: Moody's Cuts Rating on $5 Mil. Class E Notes to B1 PHARMED GROUP: Taps Trumbull Group as Claims and Noticing Agent PXRE CAPITAL: Moody's Lifts and Then Will Withdraw B1 Rating QWEST COMMS: Earns $2.06 Billion in 3rd Quarter Ended Sept. 30 RAINBOW NATIONAL: Moody's Confirms B1 Corporate Family Rating RAMPART CLO: S&P Assigns 'BB' Prelim. Rating on Class E Notes REABLE THERAPEUTICS: Moody's Rates Proposed $100 Mil. Loan at Ba3 ROWE COS: Judge Mitchell Confirms Amended Chapter 11 Plan ROWE COS: Judge Mitchell Denies U.S. Trustee's Conversion Plea RUNNING HORSE: La Jolla Buys 30 Land Parcels for $10 Million SAKS INC: Baugur Says it Has Right to Acquire 8.5% of Common Stock SAKS INC: Baugur Disclosure Cues S&P to Revise CreditWatch SCO GROUP: Selects Dorsey & Whitney as Special Corporate Counsel SCO GROUP: Taps Boies Schiller as Special Litigation Counsel SCORPIUS CDO: Moody's Downgrades Ratings on Six Note Classes SEQUOIA MORTGAGE: S&P Lifts Ratings on 50 Certificate Classes SOLUTIA INC: Receives $2 Billion Exit Loan Commitment SOLUTIA INC: Court Urges Resolution of Bank of New York Dispute SPRINGDALE CDO: Moody's Junks Ratings on Class D and E Notes SYMMETRY HOLDINGS: High Debt Leverage Cues S&P's 'B' Rating TANGER FACTORY: Earns $7.0 Million in 3rd Quarter Ended Sept. 30 TECO ENERGY: Fitch Places 'BB+' Ratings Under Positive Watch TENSAR CORP: S&P Affirms 'B' Corporate Credit Rating THORNBURG MORTGAGE: Fitch Puts 'B' Rating on $1.430MM Certs. TRENTON CONVALESCENT: Case Summary & 21 Largest Unsec. Creditors TWEETER HOME: Can Assume & Assign Merchant Service Agreement UNITED SITE: S&P Holds All Ratings and Revises Outlook to Neg. UNITED STATES STEEL: Earns $269 Million in Quarter Ended Sept. 30 VANGUARD HOLDING: Moody's Revises Outlook to Negative from Stable WASHINGTON MUTUAL: Fitch Takes Rating Actions Various Certificates WESTERN OIL: Moody's Lifts Rating on $450 Million Senior Notes WINDSOR PETROLEUM: S&P Holds 'BB+' Rating on $239.1MM Notes WOODHOUSE NL: Case Summary & 20 Largest Unsecured Creditors WYNN RESORTS: Earns $44.7 Million in 3rd Quarter Ended Sept. 30 * DOJ Awards Kroll Contract to Audit Individual Bankruptcy Filings * Thomas D. Hays, III Receives Bisbee Award from Red Cross * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 2448 18TH: Case Summary & Largest Unsecured Creditor ---------------------------------------------------- Debtor: 2448 18th Street, L.L.C. 668 Independence Avenue Southeast Washington, DC 20003 Bankruptcy Case No.: 07-00568 Type of Business: The Debtor owns and manages real estate. Chapter 11 Petition Date: October 30, 2007 Court: District of Columbia Debtor's Counsel: Steven M. Assaraf, Esq. 30 Courthouse Square Rockville, MD 20850 Tel: (301) 838-0098 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Leakemariam Ogbamichael 2448 18th Street, $300,000 5201 Burke Drive L.L.C.- commerical Alexandria, VA 22309 building; value of security: $1,600,000; value of senior lien: $1,351,294 360 GLOBAL: Disclosure Statement Gets Conditional Court Okay ------------------------------------------------------------ The Hon. Gregg Zive of the U.S. Bankruptcy Court for the District of Nevada granted conditional approval to the Disclosure Statement describing 360 Global Wine Company Inc. and 360 Viansa LLC's Chapter 11 Plan of Reorganization. Judge Zive concluded that the Disclosure Statement contains "adequate information" within the meaning of Sec. 1125 of the Bankruptcy Code. To be counted for purposes of confirmation of the Plan, completed ballots accepting or rejecting the Plan must be received by the Debtors' counsel not later than 5:00 p.m. PST on Nov. 28, 2007. As reported in the Troubled Company Reporter on Oct. 12, 2007, the Debtors' Plan proposes to sell 100% of the equity in the reorganized Debtors to the highest bidder free and clear of all liens to fund and implement the Plan. The Debtors told the Court that if Laurus Master Fund Ltd., a secured creditor of the Debtors, is the successful bidder, Croesus Corporation's secured claim will remain in place with the reorganized Debtor. Additionally, the Debtors said the successful bidder can elect to assume or reject the agreement with General Electric Capital Corporation. If the successful bidder elects to assume the agreement, it will set aside sufficient funds to pay the cure and fair market value of the equipment subject to the leases. Treatment of Claims Under the Plan, Administrative Claims will be paid in full on the effective date. At the option of the reorganized Debtors, holders of Priority Tax Claims, totaling approximately $635,000, will be paid, either: a. cash on the effective date; or b. deferred cash payments, in equal quarterly installments with interest at the federal interest rate, estimated at 6% per annum. Any Class 2 Claims of statutory lien holders filed prior to the July 16, 2007 non-governmental creditors bar date and Oct. 15, 2007 governmental units bar date will be paid in full on the effective date. New Vine Logistics' secured claim will receive payment of $416,500 in cash, in full and complete satisfaction of its claim on the effective date. Croesus and Laurus' secured claim will be paid in full from the proceeds of the sale on the effective date. Gryphon Master Fund LP's secured claim will also be paid in full from the balance of the sale proceeds. Dell Financial Services LP, General Motors Acceptance Corporation, Key Equipment Finance, and US Bancorp's secured claims will be paid according to the terms stated in their respective prepetition agreements with the Debtors, or the release of their collateral in full, at the option of the successful bidder. Each holder of Administrative Convenience and General Unsecured Claims will receive pro rata distribution of a lump sum of $150,000 on the effective date. Holders of Equity Interests will not receive any distribution under the Plan. Headquartered in Los Angeles, California, 360 Global Wine Company and 360 Viansi LLC -- http://www.360wines.com/-- are small, diversified marketers of wine and alcoholic beverages. The company filed for Chapter 11 protection on March 7, 2007 (Bankr. Nev. Case No. 07-50205). Brett A. Axelrod, Esq., at Beckley Singleton, Chartered and Bridget Robb Peck, Esq., at Lewis and Roca LLP represent the Debtors in their restructuring efforts. David A. Honig, Esq., and Todd J. Dressel, Esq., at Winston & Strawn LLP, represent the Official Committee of Unsecured Creditors. Zachary J. Wadle, Esq., at McDonald Carano Wilson LLP serves as counsel to the Ad Hoc Committee of Creditors Holding Unsecured Claims. When the Debtors sought protection from their creditors, they listed total assets of $43 million and total debts of $39 million. 360 GLOBAL: Court Sets December 6 Plan Confirmation Hearing ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada will convene a hearing at 10:00 a.m. on Dec. 6, 2007, to consider confirmation of 360 Global Wine Company Inc. and 360 Viansa LLC's Chapter 11 Plan of Reorganization. Objections to the confirmation of the Plan are due 5:00 p.m. on Nov. 28. Viansa is directed to file a brief in support of the confirmation of the Plan on the same day. Reply to any objections to confirmation of the Plan are due 5:00 p.m. PST on Dec. 3. Headquartered in Los Angeles, California, 360 Global Wine Company and 360 Viansi LLC -- http://www.360wines.com/-- are small, diversified marketers of wine and alcoholic beverages. The company filed for Chapter 11 protection on March 7, 2007 (Bankr. Nev. Case No. 07-50205). Brett A. Axelrod, Esq., at Beckley Singleton, Chartered and Bridget Robb Peck, Esq., at Lewis and Roca LLP represent the Debtors in their restructuring efforts. David A. Honig, Esq., and Todd J. Dressel, Esq., at Winston & Strawn LLP, represent the Official Committee of Unsecured Creditors. Zachary J. Wadle, Esq., at McDonald Carano Wilson LLP serves as counsel to the Ad Hoc Committee of Creditors Holding Unsecured Claims. When the Debtors sought protection from their creditors, they listed total assets of $43 million and total debts of $39 million. ACXIOM CORP: Board Approves $75 Mil. Stock Repurchase Program ------------------------------------------------------------- Acxiom(R) Corporation's board of directors has authorized the repurchase of up to $75 million of the company's common stock over the next 12 months in open market or privately negotiated transactions, depending on prevailing market conditions and other factors. The repurchase program may be suspended or discontinued at any time. Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom's solutions are Customer Data Integration technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom has locations throughout the United States, Europe, Australia and China. * * * As reported in the Troubled Company Reporter on Oct. 3, 2007, Standard & Poor's Ratings Services said its 'BB' corporate credit rating on Acxiom Corp. remains on CreditWatch with negative implications, where it was placed on May 17, 2007. At the same time, S&P also placed the 'BB' senior secured debt ratings on CreditWatch with negative implications, because the debt will no longer be refinanced as part of the LBO financing. ACXIOM CORP: Annual Stockholders Meeting Scheduled on December 21 ----------------------------------------------------------------- The board of directors of Acxiom(R) Corporation has scheduled the company's Annual Meeting of Stockholders for Friday, Dec. 21, 2007, at 10 a.m. CST. The meeting will be held at the Acxiom River Market Building, 601 East Third Street in Little Rock, Arkansas. Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom's solutions are Customer Data Integration technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom has locations throughout the United States, Europe, Australia and China. * * * As reported in the Troubled Company Reporter on Oct. 3, 2007, Standard & Poor's Ratings Services said its 'BB' corporate credit rating on Acxiom Corp. remains on CreditWatch with negative implications, where it was placed on May 17, 2007. At the same time, S&P also placed the 'BB' senior secured debt ratings on CreditWatch with negative implications, because the debt will no longer be refinanced as part of the LBO financing. ACXIOM CORP: Earns $10.5 Million in Quarter Ending September 30 --------------------------------------------------------------- Acxiom Corporation reported financial results for the second quarter of fiscal 2008 ended Sept. 30, 2007. The company reported a net income for the second quarter of $10.5 million, compared to net earnings of $21.7 million in the second quarter of fiscal 2007. Revenue for the three-month period was $351.0 million, an increase of 0.8% over $348.3 million for the comparable prior-year period. Income from operations for the three-month period equaled $20.4 million compared to $41.9 million for the quarter ended Sept. 30, 2006. For the six-month period ended Sept. 30, 2007, revenue totaled $689.2 million, an increase of 0.6% over $685.0 million for the comparable prior-year period. Income from operations for the six- month period was $24.5 million compared to $78.2 million for the six months ended Sept. 30, 2006. "We are moving forward as an independent, publicly owned company," Charles D. Morgan, Acxiom's company leader and chairman of the board stated. "Despite the distraction of the recent course of events, the company posted a slight revenue increase for the quarter. In addition, we instituted an expense reduction plan during mid-September and we expect to see the benefit of the plan during the second half of the fiscal year." The company had operating cash flow of $40.6 million and free cash flow available to equity of negative $11.3 million. At Sept. 30, 2007, the company's balance sheet showed total assets of $1.6 billion and total debts of $1.0 billion, resulting in a $580.8 million stockholders' equity. Equity on March 31, 2007, was $521.3 million. Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom's solutions are Customer Data Integration technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom has locations throughout the United States, Europe, Australia and China. * * * As reported in the Troubled Company Reporter on Oct. 3, 2007, Standard & Poor's Ratings Services said its 'BB' corporate credit rating on Acxiom Corp. remains on CreditWatch with negative implications, where it was placed on May 17, 2007. At the same time, S&P also placed the 'BB' senior secured debt ratings on CreditWatch with negative implications, because the debt will no longer be refinanced as part of the LBO financing. AES CORP: Prices Cash Tender Offer for Senior Notes --------------------------------------------------- The AES Corporation disclosed the determination of the pricing for its tender offer to purchase up to $1.24 billion of certain of its outstanding senior notes in accordance with the terms and conditions described in its Offer to Purchase and the related Letter of Transmittal, each dated Oct. 16, 2007. The total consideration for each series of Notes was determined as of 2:00 p.m., New York City time, on Oct. 29, 2007, using the yield of the U.S. Treasury reference security plus a fixed spread of 50 basis points. 1) Title of Security: 8.75% Senior Notes due 2008 CUSIP/ISIN Numbers: 00130HAV7 Aggregate Principal Amount Outstanding: 201,809,000 Acceptance Priority Level: 1 Maturity Date/Earliest Redemption Date: June 15, 2007 Par Amount/Earliest Redemption Price*: $1,000.00 Early Tender Premium*: $30.00 Reference Security: 5.125% U.S.T. Note due June 30, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50 2) Title of Security: 9% 2nd Priority Sr. Sec. Notes due 2015 CUSIP/ISIN Numbers: 00130HBB0, U0080RAG5 Aggregate Principal Amount Outstanding: $600,000,000 Acceptance Priority Level: 2 Maturity Date/Earliest Redemption Date: May 15, 2008 Par Amount/Earliest Redemption Price*: $1,045.00 Early Tender Premium*: $30.00 Reference Security: $5.625% U.S.T. Note due May 15, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50 3) Title of Security: 8.75% Second Priority Senior Secured Notes due 2013 CUSIP/ISIN Numbers: 00130HBA2, U0080RAF7 Aggregate Principal Amount Outstanding: $1,200,000,000 Acceptance Priority Level: 3 Maturity Date/Earliest Redemption Date: May 15, 2008 Par Amount/Earliest Redemption Price*: $1,043.75 Early Tender Premium*: $30.00 Reference Security: $5.625% U.S.T. Note due May 15, 2008 Bloomberg Reference Page: PX3 Fixed Spread (basis points): +50 * Per $1,000 principal amount of Notes that are accepted for purchase. 8.75% Senior Notes due 2008 The yield on the Reference Security for the 2008 Notes was 4.087% and the tender offer yield was 4.587%. Accordingly, holders whose 2008 Notes that have validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,025.27 per $1,000 principal amount of 2008 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2008 Notes to, but not including, the early settlement date, which AES occurred Oct. 30, 2007. Holders whose 2008 Notes that are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration minus the Early Tender Premium of $30.00 per $1,000 principal amount of 2008 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2008 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007. 9% Second Priority Senior Secured Notes due 2015 The yield on the Reference Security for the 2015 Notes was 4.123% and the tender offer yield was 4.623%. Accordingly, holders whose 2015 Notes that have been validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,067.01 per $1,000 principal amount of 2015 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2015 Notes to, but not including, the early settlement date, which AES occured Oct. 30, 2007. Holders whose 2015 Notes that are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 and that are accepted for purchase by AES will receive the Total Consideration set forth above minus the Early Tender Premium of $30.00 per $1,000 principal amount of 2015 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2015 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007. 8.75% Second Priority Senior Secured Notes due 2013 The yield on the Reference Security for the 2013 Notes was 4.123% and the tender offer yield was 4.623%. Accordingly, holders whose 2013 Notes that have been validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on Oct. 29, 2007 and that are accepted for purchase by AES will receive Total Consideration of $1,063.03 per $1,000 principal amount of 2013 Notes tendered, plus any accrued and unpaid interest from the last interest payment date for the 2013 Notes to, but not including, the final settlement date, which AES expects will occur on Nov. 14, 2007. Holders whose 2013 Notes are validly tendered after 5:00 p.m., New York City time, on Oct. 29, 2007 and at or prior to 12:00 midnight, New York City time, on Nov. 13, 2007 will receive the Total Consideration set forth above minus the Early Tender Premium of $30.00 per $1,000 principal amount of 2013 Notes, or the Tender Offer Consideration, plus any accrued and unpaid interest from the last interest payment date for the 2013 Notes to, but not including, the final settlement date. Rights to withdraw tendered Notes terminated at 5:00 p.m., New York City time, on Oct. 29, 2007. As of such time, $192,501,000 principal amount of 2008 Notes, $598,000,000 principal amount of 2015 Notes and $1,188,039,000 principal amount of 2013 Notes had been validly tendered and not withdrawn. The tender offer will expire at 12:00 p.m. midnight, New York City time, on Nov. 13, 2007, unless extended or earlier terminated by AES. AES may increase or modify the Tender Cap without extending withdrawal rights to Holders. If the aggregate principal amount of Notes validly tendered and not withdrawn at the Expiration Time exceeds the Tender Cap, the Company will (subject to the terms and conditions of the offer) limit the Notes it accepts pursuant to the Tender Cap and in accordance with the acceptance priority levels as set forth in the Offer to Purchase. Since the 2008 Notes and the 2015 Notes have an acceptance priority level of 1 and 2, respectively, and the aggregate principal amount of the 2008 Notes and the 2015 Notes combined is less than the Tender Cap, neither the 2008 Notes nor the 2015 Notes will be subject to proration; only the 2013 Notes will be subject to proration. The tender offer is conditioned on the satisfaction of certain conditions. If any of the conditions is not satisfied, AES is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event, subject to applicable laws, and may even terminate the tender offer. Citi is the Dealer Manager for the tender offer. Global Bondholder Services Corporation is acting as the Information Agent and Wells Fargo Bank, National Association is acting as the Depository. The offer is made only by an Offer to Purchase dated Oct. 16, 2007, and the information in this news release is qualified by reference to the Offer to Purchase. Persons with questions regarding the offer should contact the Dealer Manager, toll-free at 800-558-3745 or collect at (212) 723-6106. Requests for documentation may be directed to the Information Agent, toll- free at (866) 294-2200. About AES Corporation Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES) -- http://www.aes.com/-- is a power company is a holding company that through its subsidiaries, operates a portfolio of electricity generation and distribution businesses in 28 countries on five continents. The company's employs 30,000 people. It operates two types of businesses. The distribution business, which it refers to as Utilities and the generation business, where it sells power to wholesale customers, such as utilities or other intermediaries. In addition to its traditional generation and distribution operations, it is also developing an alternative energy business. During the year ended Dec. 31, 2006, it operated in seven segments, which include Latin America Generation, Latin America Utilities, North America Generation, North America Utilities, Europe & Africa Generation, Europe & Africa Utilities and Asia Generation. AES has been in Eastern Europe for over ten years, since it acquired three power plants in Hungary in 1996. Currently, AES has two distribution companies in Ukraine, which serve 1.2 million customers and generation plants in the Czech Republic and Hungary. AES is also the leading company in biomass conversion in Hungary, generating 37% of the nation's total renewable generation in 2004. * * * As reported in the Troubled Company Reporter on Oct. 12, 2007, Moody's Investors Service affirmed The AES Corporation's Corporate Family Rating at B1 and the senior unsecured rating assigned to its new senior unsecured notes offering at B1 following its upsizing to $2 billion from $500 million. Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's $2 billion issuance of senior unsecured notes maturing 2015 and 2017. AES' long-term Issuer Default Rating is rated 'B+' by Fitch. Fitch said the rating outlook is stable. AXON FINANCIAL: Decreased Asset Value Cues S&P to Lower Ratings --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its issuer credit ratings on Axon Financial Funding LLC and Axon Financial Funding Ltd., co-issuers of the structured investment vehicle. Standard & Poor's also lowered its ratings on Axon's commercial paper, medium-term note, and subordinated mezzanine note programs. The ratings remain on CreditWatch with negative implications, where they were placed Sept. 14, 2007. The downgrades reflect further deterioration of the market value of Axon's portfolio, the realized losses from asset liquidations, Axon's decrease in net asset value to below 40% of total paid-in capital, Axon's failing net-cash-outflow tests, and the enforcement event trigger. The enforcement trigger was a non- liquidation enforcement, which means the assets will be sold to pay the liabilities as they come due rather than be forced into liquidation all at once. In this structure, enforcement refers to an operating state from which the current manager cannot re-emerge as an active issuer, rather than an acceleration or suspension of payments. The downgrade follows Standard & Poor's analysis of the vehicle's ability to pay the senior liabilities based on the market value of Axon's portfolio. While the assets' current market value implies that the senior liabilities would be paid in full if the assets were sold at current market prices, the margin between the assets' current market value, as provided by an independent third-party source, and the liquidation prices needed to pay the senior liabilities has eroded further. Standard & Poor's continues to monitor the surveillance reports S&P receive, which reflect the assets' market value and the liquidation prices realized by Axon, and will provide further comments as deemed appropriate. The downgrade on Axon's subordinated mezzanine debt ratings reflects the declining market values and the vehicle's realized losses resulting from ongoing asset liquidations. To pay these liabilities in full, the asset sales must be priced at an amount that is close to the assets' par value. Axon's subordinated mezzanine notes are currently vulnerable to nonpayment. Axon has notified Standard & Poor's that it is discussing potential restructuring proposals to mitigate future losses to the vehicle and increase the vehicle's ability to meet its obligations on its outstanding liabilities. The downgrades reflect these potential restructuring proposals, and S&P will continue to comment on Axon's plans as appropriate. The outstanding amount of Axon's senior debt is approximately $8.570 billion, and the outstanding amount of Axon's subordinated mezzanine notes is approximately $890 million. Axon is a SIV structure managed by Axon Asset Management Inc., which purchases assets, manages the portfolio, and oversees the issuance of CP and MTNs. The portfolio is predominantly invested in structured finance assets, a considerable portion of which is U.S. RMBS, CMBS, and CDO securities. Ratings Lowered and Remaining on Creditwatch Negative Axon Financial Funding LLC and Axon Financial Funding Ltd. Up to $20 billion European and U.S. CP and MTN programs and up to $1.25 billion subordinated mezzanine note program Rating ------ To From -- ---- Issuer credit rating BBB/Watch Neg/A-2 AAA/Watch Neg/A-1+ CP A-2/Watch Neg A-1+/Watch Neg MTN BBB/Watch Neg AAA/Watch Neg Sub. mezzanine notes CCC+/Watch Neg B/Watch Neg BAY FURNITURE: Headquarters Sold by Atlas Partners -------------------------------------------------- Atlas Partners Commercial Brokerage LLC disclosed that it has sold the former headquarters location of furniture company Bay Furniture in Homewood, Illinois. For further information about the sale, contact: Joel Schneider Michael Karpik Biff Ruttenberg Atlas Partners LLC Suite 1890 55 East Monroe St. Chicago, IL 60603 Tel: (312)516-5700 Fax: (312)516-5710 http://www.atlaspartners.com/ Atlas Partners Commercial Brokerage LLC is a real estate brokerage firm which provides tenant representation to retailers worldwide, as well as leasing and general brokerage services to investors, owners and users of retail properties. Bay Furniture is currently undergoing liquidation with Rally Capital Services as the receiver. BEAZER HOMES: Pending Reinstatements Cues S&P to Retain Watch ------------------------------------------------------------- Standard & Poor's Ratings Services ratings on Beazer Homes USA Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative implications until the extent of pending restatements tied to its recently completed internal investigation are finalized and the company files all financial statements with the SEC. S&P originally placed its ratings on Beazer on CreditWatch on Aug. 14, 2007, after the company announced that its third-quarter 10-Q filing would be delayed. On Oct. 26, 2007, Beazer rectified one requirement to resolve the CreditWatch listing by completing a consent solicitation from holders of its public debt to resolve purported notices of default. The consent solicitation provides Beazer with a waiver of any and all defaults under the indentures that may have occurred, or may occur, on or before May 15, 2008, due to Beazer's failure to file or deliver reports or other information it is required to file with the SEC. The indentures were also amended to temporarily reduce Beazer's ability to incur additional secured debt. The amendment also revised the definition of permitted investments to enable Beazer to invest up to $50 million in joint ventures or unrestricted subsidiaries. Beazer faces several challenges that weigh negatively on the ratings, and S&P will continue to closely monitor these issues. S&P will lower the ratings on Beazer if its currently adequate liquidity position weakens or pending accounting restatements and separate settlements related to its mortgage operations are greater than expected. S&P will also monitor the final resolution of Beazer's internal investigation as well as lingering government inquiries, which could also weigh on the ratings. BOMBAY CO: Committee Taps Lang Michener as Canadian Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Bombay Company Inc. and its debtor-affiliates ask the United Bankruptcy Court for the Northern District of Texas for permission to retain Lang Michener LLP as its Canadian counsel, nunc pro tunc Sept. 26, 2007. As the Debtors' Canadian counsel, Lang Michener will: a. represent the Committee at hearings in the Canadian proceeding and any other related Canadian proceedings; b. advise the Committee and its United States professionals advisors on matters involving Canadian law and practice relevant to the Bankruptcy cases, including without limitation in relation to sale processes and procedures and assets dispositions; c. assist the Committee and its U.S. advisors in considering the impact of the Canadian sales process and issues affecting the Debtors and their estates, including, without limitation, the disposition of assets owned by the Debtors to facilitate the Canadian sale process; d. advise the Committee and its U.S. advisors on intercompany issues as between the Debtors and Bombay Canada impacting on the Debtors and their estates; e. assist with the Committee's investigation of the assets, liabilities and financial condition and operations of the Debtors and Bombay Canada in Canada; f. assist the Committee and its U.S. advisors in analyzing, prospective claims and proving claims of the Debtors against Bombay Canada; g. assist the U.S. advisors in their analysis of, and negotiations with, the Debtors, Bombay Canada and third parties concerning matters related to, among other things, the sales processes being undertaken and the processes to be followed upon completion of the sale of the Debtors' assets and the assets of Bombay Canada and related issues; h. review and analyze all financial information, analyses, memoranda, pleadings, orders, reports and other documents as may be necessary in furtherance of the Committee's interest and objectives; i. prepare on behalf of the Committee any legal analyses, memoranda, pleadings, orders, reports and other documents as may be necessary in furtherance of the Committee's interest and objectives; j. assist and advise the U.S. advisors with respect to any other matters that they may request; and k. perform all other legal services prescribed by the Committee and its U.S. advisors, which may be necessary and proper for the Committee to discharge its duties in these bankruptcy cases. The firm's professionals standard hourly rates in Canadian currency are: Designations Hourly Rate ------------ ----------- Partners CDN$390 - CDN$795 Associates CDN$260 - CDN$550 Summer/Articling Students CDN$170 - CDN$215 Paralegals CDN$75 - CDN$245 Sheryl E. Seigel, Esq., an attorney of the firm, assures the Court that the firm does not hold any interest adverse to the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Fort Worth, Texas, The Bombay Company Inc., (OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs, sources and markets a unique line of home accessories, wall decor and furniture through 384 retail outlets and the Internet in the U.S. and internationally, including Cayman Islands. The company and five of its debtor-affiliates filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No. 07-44084). Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T. Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, L.L.P., represent the Debtors. As of May 5, 2007, the Debtors listed total assets of $239,400,000 and total debts of $173,400,000. Attorneys at Cooley, Godward, Kronish LLP acts as counsel for the Official Committee of Unsecured Creditors. Forshey & Prostok LLP is the Committee's local counsel. CABLEVISION SYSTEMS: Moody's Confirms B1 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Cablevision Systems Corporation, CSC Holdings, Inc. and Rainbow National Services LLC. However, given the uncertainty regarding the company's fiscal plan following the rejected offer to take the company private, Moody's assigned a developing outlook to Cablevision and Rainbow pending a more thorough understanding of its strategy going forward. Although Moody's believes that another very leveraging transaction over the near term is unlikely due to negative changes within the credit environment, the rating agency expects the company to evaluate a range of options including investing in business expansion, selling assets and future shareholder oriented rewards such as share repurchases or dividends. Greater clarity is anticipated by year end. Additionally, in Moody's view, Cablevision and Rainbow's existing capital structure is sufficient to meet the company's current liquidity needs. Cablevision's B1 corporate family rating continues to incorporate the shareholder orientation of the controlling shareholder, the Dolan family, as well as the more event driven nature of the combined businesses, including investments in speculative ventures. In addition, the rating considers the increasingly competitive environment for incumbent cable operators and Cablevision, more specifically, given its exposure to Verizon and its investments in FiOS within Cablevision's footprint. Moreover, despite continued growth from the increased penetration of data and telephony, the products in these markets are beginning to mature (especially data) and the cable company's growth trajectory is expected to slow. Notwithstanding these challenges, Cablevision' cable Restricted Group continues to reflect strong operating performance and could be poised to de-lever absent other material strategic changes implemented by the Dolan family. Cablevisions's financial metrics reflect the characteristics of a strongly positioned B1 operator, however, a more positive outlook will hinge on whether the company intends to operate with its current capital structure (or something similar given the maturity schedule), acquire or otherwise re-lever. Notably, Cablevision's current rating incorporates a fair amount of debt capacity (about two turns debt/EBITDA) and a Ba3 rating would assume the company could commit to maintaining leverage below 6 times. Rainbow's B1 corporate family rating also reflects the shareholder orientation and potential for speculative investments. Rainbow's cash generating ability has been a source of capital for the more speculative ventures of its parent company, Rainbow Media Enterprises. In addition, Rainbow lacks diversity both because its value is concentrated in one asset, AMC, and because of the concentration of its customers among a small number of MSOs. However, Rainbow's financial metrics are quite strong for its rating category and should some clarity be provided regarding the company's funding of speculative investments held at other entities, as well as other potential strategic alternatives, Rainbow's rating outlook could change to positive. Moody's has taken these ratings action: Cablevision Systems Corporation * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Unsecured Regular Bond/Debenture -- Confirmed B3, LGD6 -- 93% CSC Holdings, Inc. * Senior Secured Bank Credit Facility -- Confirmed Ba2, LGD2 -- 24% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD5 -- 73% Rainbow National Services LLC * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Secured Bank Credit Facility -- Downgraded to Ba2, LGD2 -- 24%, from Ba1, LGD2 -- 19% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD4 -- 69% * Senior Subordinated Regular Bond/Debenture -- Confirmed B3, LGD5 -- 89% Outlook Actions: CSC Holdings, Inc. * Outlook, Changed To Developing from Rating Under Review Cablevision Systems Corporation * Outlook, Changed To Developing from Rating Under Review Rainbow National Services LLC * Outlook, Changed To Developing from Rating Under Review Separately, Moody's downgraded the rating of RNS' senior secured credit facilities to Ba2, from Ba1, due to the changes in RNS' capital structure following the redemption of $175 million of RNS' senior subordinated notes in September 2007. The downgrade of RNS' senior secured credit facilities reflects the reduction in junior capital cushion following the redemption of $175 million of senior subordinated notes due 2014. Headquartered in Bethpage, New York, Cablevision Systems Corporation is a domestic cable multiple system operator serving approximately 3 million subscribers in and around the metropolitan New York area. Rainbow National Services LLC, headquartered in Jericho, New York, supplies television programming to cable television and direct broadcast service providers throughout the United States. The company operates three entertainment programming networks, American Movie Classics, WE: Women's Entertainment, and The Independent Film Channel. CAPITALSOURCE REAL: Fitch Affirms 'BB' Rating on $47.45MM Notes --------------------------------------------------------------- Fitch affirmed all classes of CapitalSource Real Estate Loan Trust 2006-A floating-rate notes: -- $70,375,000 class A-1A at 'AAA'; -- $200,000,000 class A-1R at 'AAA'; -- $500,000,000 class A-2A at 'AAA'; -- $125,000,000 class A-2B at 'AAA'; -- $82,875,000 class B at 'AA'; -- $62,400,000 class C at 'A+'; -- $30,225,000 class D at 'A'; -- $30,225,000 class E at 'A-'; -- $26,650,000 class F at 'BBB+'; -- $33,150,000 class G at 'BBB'; -- $31,200,000 class H at 'BBB-'; -- $47,450,000 class J at 'BB'. Deal Summary: CapitalSource 2006-A is a $1,300,000,000 revolving commercial real estate cash flow collateralized loan obligation that closed on Dec. 20, 2006. As of the Sept. 16, 2007 trustee report and based on Fitch categorizations, the CLO was substantially invested as: commercial mortgage whole loans/A-notes (88.0%) and B-notes (0.5%). $150,000,000 (11.5%) remains undrawn from the Class A-1R revolving class of notes and is available for additional investment proceeds. The CLO is also permitted to invest up to 10% of the portfolio in CMBS assets; however, the current portfolio does not contain any CMBS as of the effective date. The portfolio is selected and monitored by CapitalSource Finance, LLC. CapitalSource 2006-A has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends January 2012. Asset Manager: CapitalSource is a leading commercial lending, investment and asset management business focused on the middle market. CapitalSource manages an asset portfolio which as of June 30, 2007 was approximately $20.1 billion. Headquartered in Chevy Chase, Maryland, the Company has approximately 550 employees in offices across the U.S. and in Europe. CapitalSource has issued 13 middle-market loan CLOs since 2002, 10 were static and three were revolving. CapitalSource Real Estate Trust 2006-A is the company's first CLO of commercial real estate assets. CapitalSource currently has over $5.1 billion outstanding in securitizations, $3.4 billion of which is actively managed in revolving transactions. Performance Summary: CapitalSource 2006-A became effective on Sept. 16, 2007. As of the effective date, the as-is poolwide expected loss has increased to 25.875% from 20.500% at close. The CLO has average reinvestment flexibility with 8.125% of cushion based on its covenanted PEL of 34.000%. The higher PEL is attributed to an increase in the concentration of transitional assets and nontraditional property types, including loans secured by condominium conversions, construction projects, and land. Generally, these asset types carry higher than average expected losses. In addition, the Fitch expected losses for home site development loans and condo conversion loans increased due to the volatility of the national housing market. Finally, the portfolio's diversity, measured in both geographic concentration and loan size diversity, has declined between closing and the effective date. This decline in diversity has a negative impact on PEL. Since closing, four obligors ($81.0 million) have been added to the pool while 15 ($148.5 million) have paid off and two have been repurchased. In addition, the unpaid principal balance of twelve of the existing obligors has increased by $145.9 million since close due to advances within the loan agreements. At the same time, the unpaid principal balance of 27 assets has been reduced by $36.3 million due to amortization. Two loans, secured by a condo conversion and an office building, were repurchased due to the fact that they were over 30 days delinquent. While no longer collateral for the CLO, the asset manager reports that the repurchased loans have since become current. As of the effective date, all of the pool's assets are reported to be current and performing. The loans added to the portfolio are of slightly higher credit quality than those that were repaid. However, the credit quality of assets remaining in the pool declined on average, due to increased Fitch expected losses on home site and condo conversion loans in light of the weakened housing market as well as lack of progression in business plans for six obligors that are on the asset manager's watch list. These assets comprise 1.63% of the portfolio. Between closing and the effective date, the weighted average spread increased to 4.38% from 4.29%, while the weighted average coupon decreased to 7.13% from 8.03%. Fixed rate assets represent 6.93% of the portfolio. The overcollateralization and interest coverage ratios of all classes have remained above their covenants, as of the Sept. 16, 2007 effective date trustee report. Collateral Analysis: Per the Sept. 16, 2007 trustee report approximately 99.4% of the invested amount is invested in whole loans and A-notes. While property type concentrations may differ by Fitch and trustee categorizations, the CLO is within all property type covenants reported by the trustee. Land loans comprise the largest percentage of assets in the pool at 33.8% by Fitch categorization. At 26.1%, healthcare loans represent the second largest property type concentration. CapitalSource has a well established healthcare origination business. While the weighted average expected loss for land loans is 33.5%, the weighted average expected loss for healthcare assets is only 13.1%. The CLO is also within all its geographic covenants. There is a high geographic concentration limit of 55% in New York, where CapitalSource has a strong origination business cultivated through repeat borrowers. Currently, 20.2% of the portfolio is located in New York by Fitch categorization, with the next highest concentration in California at 8.8%. The LDI increased to 283 compared to 225 at close, representing a less diverse pool than it was at close. While the current LDI exceeds the covenant of 270, it represents above average diversity as compared to other CRE CDOs. Additionally, 11.5% ($150.0 million) of the portfolio amount remains uninvested. Given that the revolving credit facility is not fully drawn, none of the CLO is invested in cash. CAREY INTERNATIONAL: Refinancing Cues Moody's to Withdraw Ratings ----------------------------------------------------------------- Moody's has withdrawn the ratings of Carey International, Inc.'s senior secured credit facilities after the company's recent refinancing of these facilities. Moody's also withdrew the company's B3 Corporate Family Rating. These ratings have been withdrawn: - $35 million senior secured first lien revolving credit facility due 2010, to B2 (LGD2, 21%); - $80 million senior secured first lien term loan B facility due 2011, to B2 (LGD2, 21%); - $85 million senior secured second lien term loan facility due 2012, to Caa3 (LGD5, 74%); - Corporate Family Rating, B3; and - Probability of Default Rating, Caa2. Headquartered in Washington, D.C., Carey is a leading provider of limousine services serving 550 cities in 65 countries. Revenues for the year ended May 31, 2007 were approximately $253 million. CARINA CDO: Moody's Junks Ratings on Four Note Classes ------------------------------------------------------ Moody's Investors Service has downgraded ten classes of notes issued by Carina CDO, Ltd., with six of these classes left on review for further possible downgrade. The notes affected by the rating action are: (1) $1,050,000,000 Class A-1 Floating Rate Notes Due November 2046; Prior Rating: Aaa Current rating: Baa3 on review for possible downgrade (2) $90,000,000 Class A-2 Floating Rate Notes Due November 2046; Prior Rating: Aaa Current rating: B2 on review for possible downgrade (3) $75,000,000 Class B-1 Floating Rate Notes Due November 2046; Prior Rating: Aa2 Current rating: B3 on review for possible downgrade (4) $46,500,000 Class B-2 Deferrable Floating Rate Notes Due November 2046; Prior Rating: Aa3 Current rating: Caa1 on review for possible downgrade (5) $60,000,000 Class C-1 Deferrable Floating Rate Notes Due November 2046; Prior Rating: A2 Current rating: Caa2 on review for possible downgrade (6) $19,500,000 Class C-2 Deferrable Floating Rate Notes Due November 2046; Prior Rating: A3 Current rating: Caa3 on review for possible downgrade (7) $21,000,000 Class D-1 Deferrable Floating Rate Notes Due November 2046; Prior Rating: Baa1 Current rating: Ca (8) $46,500,000 Class D-2 Deferrable Floating Rate Notes Due November 2046; Prior Rating: Baa2 Current rating: Ca (9) $16,500,000 Class D-3 Deferrable Floating Rate Notes Due November 2046; Prior Rating: Baa3 Current rating: Ca (10) $43,500,000 Class X-1 Deferrable Fixed Rate Notes Due November 2046. Prior Rating: Baa3 Current rating: Ca The rating actions reflect severe deterioration in the credit quality of the underlying portfolio, as well as the occurrence on October 22, 2007 of an event of default caused by a failure of the senior credit test pursuant to Section 5.1(h) of the Indenture, dated November 1, 2006. Carina CDO Ltd. is a hybrid collateralized debt obligation backed primarily by a portfolio of RMBS securities, CDO securities and synthetic securities in the form of credit default swaps. Reference obligations for the credit default swaps are RMBS and CDO securities. The senior credit test requires that the net outstanding portfolio collateral balance adjusted for ratings-based haircuts equal or exceed the sum of the outstanding Class A-1 Notes (including all unfunded commitments) and the Class A-2 Notes. A high number of recent ratings downgrades on the underlying portfolio magnified the impact of the ratings-based haircuts, causing the senior credit test failure. On October 11, 2007, 51% of the underlying portfolio was downgraded or placed on review for possible downgrade by Moody's. Under an event of default in this transaction, a majority of the controlling class will be entitled to determine the remedies to be exercised under the indenture. Liquidation of the underlying portfolio is one possible remedy; however, it is not clear at this time whether the controlling class will choose to exercise this option. The rating downgrades taken reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The expected losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by the controlling class. Because of this uncertainty, the Class A-1, Class A-2, Class B-1, Class B-2 and Class C-1 Notes remain on review for possible downgrade pending the receipt of definitive information. CENTURY ALUMINUM: Earns $7.5 Million in 3rd Quarter Ended Sept. 30 ------------------------------------------------------------------ Century Aluminum Company reported net income of $7.5 million for the third quarter of 2007. Reported third quarter results include an after-tax charge of $46.2 million for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting. In the third quarter of 2006, the company reported net income of $173.9 million, which included an after-tax gain of $134.6 million for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting. Sales in the third quarter of 2007 were $454.4 million, compared with $381.3 million in the third quarter of 2006. Shipments of primary aluminum for the quarter totaled 195,540 tonnes compared with 169,598 tonnes in the third quarter of 2006. The increase reflects additional volume from the continuing expansion at Grundartangi and the temporary shutdown of one potline at the Ravenswood, West Virginia smelter in 2006, which resulted in lost production of approximately 8,000 tonnes in the year-ago quarter. Net income for the first nine months of 2007 was $11.1 million, which includes an after-tax charge of $172.1 million for mark-to- market adjustments on forward contracts that do not qualify for cash flow hedge accounting. Net income for the first nine months of 2006 was $78.2 million which included an after tax charge of $68.4 million for mark-to-market adjustments on forward contracts that do not qualify for cash flow hedge accounting. Sales in the first nine months of 2007 were $1.37 billion compared with $1.13 billion in the same period of 2006. Shipments of primary aluminum for the first nine months of 2007 were 568,812 tonnes compared with 498,264 tonnes for the comparable 2006 period. "Century achieved solid performance during the third quarter," said president and chief executive officer Logan W. Kruger. "Our plants produced above capacity and operating costs were within expectations, despite continuing upward pressure on U.S. power costs. We made significant progress on our growth projects in Iceland and elsewhere. We expect to complete the latest 40,000 tonne expansion of the Grundartangi facility later this year, on schedule and on budget. The positive opinion by the Icelandic Planning Agency on the Environmental Impact Assessment for our proposed greenfield smelter at Helguvik is a significant milestone and we plan to begin preparing the site for construction by early next year." At Sept. 30, 2007, the company's consolidated balance sheet showed $2.48 billion in total assets, $1.85 billion in total liabilities, and $635.1 million in total shareholders' equity. About Century Aluminum Headquartered in Monterey, California, Century Aluminum Company (NASDAQ: CENX) -- http://www.centuryaluminum.com/-- owns primary aluminum capacity in the United States and Iceland, as well as an ownership interest in alumina and bauxite assets in the United States and Jamaica. Century's corporate offices are located in Monterey, California. * * * Century Aluminum Company carries Moody's Investors Service Ba3 corporate family and probability-of-default ratings, and B1 senior unsecured debt rating. The ratings outlook remains stable. The company also carries Standard & Poor's BB- long-term foreign and local issuer credit ratings. The ratings outlook remains stable. CHALLENGER POWERBOATS: Completes Reverse Stock Split ---------------------------------------------------- Challenger Powerboats, Inc.'s Board of Directors has declared a reverse split of its common stock, at a one-for-twenty ratio (every twenty shares being combined into one), effective at the opening of trading on Oct. 31, 2007. Following the reverse stock split, the company's common stock will trade under a new symbol CPBI on the OTC Bulletin Board. Based in Washington, Missouri, Challenger Powerboats Inc., (OTC Bulletin Board: CPWB) -- http://www.challengerpowerboats.com/-- designs and manufactures "go fast" offshore performance boats and family sport cruisers that target the recreational power boat market. The company holds the exclusive rights to the Duo Delta- Conic "DDC" hull for boats up to 40 feet in length. The DDC hull is a patented revolutionary design by marine designer Harry Schoell. At June 30, 2007, Challenger Powerboats' balance sheet showed total assets of $7.4 million and $28.1 million in total liabilities, resulting on a $20.7 million total shareholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on May 2, 2007, Jaspers + Hall PC expressed substantial doubt about Challenger Powerboats Inc.'s ability to continue as a going concern after auditing the company's financial statements as of Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring losses from operations and its difficulties in generating sufficient cash flow to meet its obligation and sustain its operations. CHAMPION ENTERPRISES: S&P Rates Proposed $160MM Sr. Notes at B- --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' rating to the proposed $160 million of 2.75% convertible senior notes due Nov. 1, 2037, to be issued by Champion Enterprises Inc. (Champion; B+/Stable/--). The proposed convertible notes will have put and call rights after five years and/or in the event of certain corporate transactions. The $20.97 initial conversion premium is approximately 82% above the Oct. 29, 2007, closing price of Champion's common stock. Champion will use proceeds to fully retire $82 million of 7.625% senior notes due 2009. The company will use remaining proceeds to repay at least $8 million outstanding under the secured term loan due 2012 and for other general corporate purposes. Champion has commenced a formal tender offer for the existing senior notes and is concurrently pursuing a consent solicitation to eliminate or reduce the restrictive covenants contained in the notes' indenture. Auburn Hills, Michigan-based Champion is one of the nation's largest producers of factory-built homes. During the 12 months ended Sept. 30, 2007, the company's North American manufacturing operations shipped 15,945 homes and generated $969 million of revenues. Champion also operates a small retail segment that contributed $59 million in revenues and a commercial construction business in the U.K. that operates under the name Caledonian Building Systems. Caledonian contributed $221 million in revenues during the 12 months ended Sept. 30, 2007. Despite extremely challenging conditions in the U.S. housing market, Champion's profitability continues to improve from previously very weak levels. Revenues increased just 3% during the company's most recent fiscal quarter, to $358 million, but pretax income improved 33% to $16 million as earlier cost-cutting measures in the U.S. took hold and sales in the U.K. commercial segment increased sharply. The proposed convertible note offering would modestly increase overall leverage (44% of capital on Sept. 30, 2007) but could also bolster the company's currently adequate liquidity position by adding $58 million of cash to Champion's balance sheet. Cash proceeds would be higher if the underwriter exercises its right to purchase up to an additional $20 million of convertible notes to cover overallotments. On Sept. 30, 2007, Champion held $111 million of cash and retained full availability under a $40 million secured revolving credit facility that matures in 2012. In connection with the proposed note offering, Champion amended the credit agreement governing its revolver and secured term loans to allow more liberal leverage and coverage levels in the near term. S&P expect the company to draw on this liquidity to make moderately sized strategic acquisitions in the modular housing and commercial construction segments. Rating Assigned Champion Enterprises Inc. Convertible senior notes B- Ratings Outstanding Champion Enterprises Inc. Corporate credit B+/Stable/-- Senior notes due 2009 B (recovery rtg: 5) Champion Home Builders Co. Corporate credit B+/Stable/-- Senior secured credit facility B (recovery rtg: 5) CHICAGO H&S: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Chicago H&S Hotel Property, LLC dba Hotel 71 71 East Wacker Drive Chicago, IL 60601 Bankruptcy Case No.: 07-20088 Chapter 11 Petition Date: October 29, 2007 Court: Northern District of Illinois (Chicago) Judge: Bruce W. Black Debtor's Counsel: Daniel A. Zazove, Esq. Perkins Coie LLP 131 South Dearborn, Suite 1700 Chicago, IL 60603-5559 Tel: (312) 324-8605 Fax: (312) 324-9400 Estimated Assets: More than $100 Million Estimated Debts: More than $100 Million Debtor's list of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Les Meubles Saint Damase, Inc. $700,000 246 Principale St. Damase, Quebec JOH 1J0 Travel Escape, LLC $500,000 dba Expedia Travel 10190 Covington Cross Drive Las Vegas, NV 89144 DLA Piper US LLP $171,000 203 North LaSalle Street, Suite 1900 Chicago, IL 60601 JL Furnishings $125,000 Crane Revolving Door $106,000 The Puckett Group, Inc. $78,725 Hudson Boiler $69,045 TIG Global, LLC $49,889 Life Fitness $46,146 Midwest Contract Glazing $38,777 EEC Industries $38,000 Exel Freight $35,000 Travel Tech Group $32,988 West Paces $29,509 Sally Fourmy & Association $28,858 Casa Madrona Hotel & Spa $28,556 Altour International $26,791 Spargo & Associates $23,878 Mid America Telephone Systems $23,723 Francois Geneve Products $22,000 CHIQUITA BRANDS: Outlines Restructuring Plan to Improve Earnings ---------------------------------------------------------------- Chiquita Brands International, Inc. outlined a restructuring plan and management changes designed to accelerate its previously announced strategy to become the global leader in healthy, fresh foods. This business restructuring is designed to improve the company's profitability by consolidating operations and simplifying its overhead structure to improve efficiency, stimulate innovation and further enhance focus on customers and consumers. As a result of these changes, the company expects to generate new, sustainable cost reductions of approximately $60 million to 80 million annually, beginning in 2008, after a one-time charge of approximately $25 million in the fourth quarter 2007 related to severance costs and certain asset write-downs. Realized savings will improve profitability, and resulting additional cash flow will be used primarily to reduce debt, consistent with the company's target to achieve a debt-to-capital ratio of 40%. "Since 2005, market dynamics and the competitive landscape have been rapidly changing, which has limited our profitability and slowed the execution of our strategy," Fernando Aguirre, chairman and chief executive officer, said. "While we have already taken various actions to strengthen our balance sheet, improve our risk profile, and diversify the company, we continue to endure rising industry costs, punitive European banana import regulations, and a slower-than-expected recovery in the value-added salads category. We began a major analysis in the summer when we realized the effects of these negative forces were impacting our profit plans longer than originally anticipated. As a result of this analysis, we are taking several significant broad-based actions across the business, which are designed to improve our performance in areas we can more directly influence and control." "The changes we are making will result in fewer layers of management, better and faster decisions and improved accountability," Mr. Aguirre added. "Also, we will drive greater integration and efficiency across business units and geographies, resulting in one face to customers, one global supply chain from seed to shelf, and one global innovation program with targeted priorities and better execution. Taken together, I am confident these actions will strengthen our long-term market position and enhance our ability to achieve sustainable, profitable growth." The $60 million to 80 million of annual cost savings are expected to come primarily from two areas: (1) a simplification and reduction of the company's operating and corporate overhead structure, including the elimination of more than 160 management positions worldwide, or a 21% reduction at the three highest levels, and related reductions in administrative expenses; and (2) business model changes, including network optimization, and the planned exit from certain nonstrategic or unprofitable businesses. All of these changes will be made in a manner designed to maintain high-quality service to customers and consumers, consistent with existing legal and contractual obligations, while treating fairly all Chiquita employees throughout the world who are impacted by the changes. Simplified Organizational Structure Chiquita has simplified its organizational structure and realigned it by geography, rather than product line. In addition, the company's product supply organization, innovation efforts and certain corporate support functions have been consolidated worldwide to drive greater network efficiency, prioritize the development of higher-margin, value-added products, and improve the company's market competitiveness. The company reported these changes in the roles and responsibilities of senior management positions, all of which will report directly to CEO Fernando Aguirre: * Michel Loeb, President, Europe and Middle East Mr. Loeb will be responsible for all aspects of the company's operations throughout Europe and the Middle East, including bananas, other produce and diversified value-added products such as Just Fruit in a Bottle. Mr. Loeb joined Chiquita in 2004 and served most recently as president, Chiquita Fresh Group - Europe. He has more than 25 years of senior management and consumer marketing expertise, including experience at S.C. Johnson & Son and Nestle. * Brian W. Kocher, President, North America Mr. Kocher will be responsible for all aspects of the company's operations in North America, including value- added salads, bananas and other produce. Mr. Kocher joined Chiquita in 2005 and served most recently as vice president, controller and chief accounting officer. He brings more than 15 years of accounting, sales, finance and business process change expertise, including previous work experience at General Electric and Hill-Rom. * Tanios Viviani, President, Global Innovation and Emerging Markets, and Chief Marketing Officer Mr. Viviani joined Chiquita in 2004 and has served since June 2005 as president of the Fresh Express Group. In his new role, Mr. Viviani will be responsible for the company's consolidated innovation, research, quality and product development initiatives worldwide, as well as having profit-and-loss responsibilities over certain emerging markets, such as Asia. He will also coordinate all marketing globally. Before joining Chiquita, Mr. Viviani served for 16 years at Procter & Gamble in various general management, operations and new business development roles in the United States, Latin America and Asia. * Waheed Zaman, Senior Vice President, Product Supply Organization In this role, Mr. Zaman will lead the company's end-to-end supply chain, driving excellence and efficiency in the company's global sourcing and processing operations. Mr. Zaman joined Chiquita in 2004 and served most recently as senior vice president, supply chain and procurement. Before coming to Chiquita, Zaman held a variety of senior- level information technology and business process improvement positions during his 15 years with Procter & Gamble. * Kevin Holland, Senior Vice President, Chief People Officer Mr. Holland joined Chiquita in 2005 and has served most recently as senior vice president of human resources. In this expanded role, Mr. Holland will be responsible for the execution of this restructuring effort. He will continue to be responsible for human resources in addition to various corporate support functions worldwide, including information technology, communications, administrative services and security. Before joining Chiquita, Mr. Holland held various senior human resources roles at Coors, Kinko's, Gateway and Abbott Laboratories. The roles and responsibilities of these leaders who also report to the CEO remain largely unchanged: Jeffrey M. Zalla, senior vice president and chief financial officer; James E. Thompson, senior vice president, general counsel and secretary; and Manuel Rodriguez, senior vice president, government and international affairs and corporate responsibility officer. In conjunction with these organization changes, the president and chief operating officer role at Chiquita Fresh Group has been eliminated. As a result, Bob Kistinger, who has served in that capacity, has been appointed president, special assignments. Mr. Kistinger will serve in that role until the end of the year, at which time he will be leaving the company to pursue new opportunities. "I wish to thank Bob for his many significant contributions and for his dedication and loyalty to Chiquita for more than a quarter century," Mr. Aguirre said. "While we will certainly miss the benefit of his extensive industry knowledge, Bob developed a strong team of leaders in the company, several of whom will take over the daily duties of his position." Business Model Changes Chiquita disclosed the downsizing of its operations in Chile and the exit from certain unprofitable farm leases. The company is making several additional structural changes that will take place over the next several months: * Network Optimization in North American Value-Added Salads The company's recent acquisition of the Verdelli Farms production facility in Harrisburg, Pennsylvania, will allow Fresh Express to rebalance its production and distribution network for value-added salads. To optimize network efficiency, the company has decided to close its distribution center in Greencastle, Pennsylvania, and production facility in Carrollton, Georgia, over the next several months. Closing these two facilities will reduce operating costs while further improving the freshness of products the company supplies to customers. The company employs approximately 240 people at Carrollton and 40 people at Greencastle. * Exit from U.S. Fruit Bowl Business Chiquita has thoroughly reviewed its fresh-cut fruit business and has decided to focus on its line of healthy snacks, such as Chiquita Apple Bites, which have achieved market share leadership and wide acceptance from customers and consumers. However, the company's line of fresh-cut fruit bowls will be discontinued over the next several months. As a result, the company will convert facilities in Edgington, Illinois, and Salinas, California, to focus on the production and distribution of value-added salads and healthy snacks. This change will eliminate approximately 130 full-time positions dedicated to fruit-bowl production. * Closure of Distribution Facility In conjunction with the company's consolidation of its North American logistics operations, Chiquita will close its banana distribution facility in Bradenton, Florida, by year end. Closing the Bradenton facility will reduce operating costs and is not expected to impact its current customers, which will continue to be served from the company's distribution center at Port Everglades, Florida. Chiquita employs 15 people at Bradenton. * Exploring Strategic Alternatives for Atlanta AG Chiquita acquired full ownership of Atlanta AG in 2003 and executed a successful three-year cost-saving turnaround plan for this unit, which has annual revenues in excess of $1 billion and leading market share in the fruit and vegetable distribution sector in Germany and Austria. During the past two years, however, various macro-level market influences, including changes in the E.U. banana import regime, stiff price competition and consolidation of the retail sector, have combined to reduce Atlanta's profitability. In addition, while Atlanta has significant strengths, management has determined that its commodity distribution business is not a strong fit with Chiquita's long-term strategy. As a result, the company has launched a process to explore strategic alternatives for this unit, including a possible sale. To assist with this effort, Chiquita has retained Taylor Companies, Inc., a Washington, D.C.-based investment bank specializing in synergistic mergers and acquisitions. The company does not expect to disclose developments with respect to this process unless and until its board of directors has approved a definitive transaction. There can be no assurance that these activities will ultimately lead to an agreement or a transaction. Updating Long-Term Growth Objectives in 2008 "With these actions, we are taking a major step forward to create a more positive future for Chiquita," Mr. Aguirre concluded. "Furthermore, these actions will strengthen our corporate culture and help us become more innovative and customer-focused. This restructuring does not change our strategic focus; rather, I am confident that by simplifying the organization, consolidating operations and reducing costs, we will improve our profitability and accelerate our ability to achieve sustainable growth. With these changes, however, we will need to redefine our growth targets, since the negative impacts of rising industry costs, the E.U. tariff regime and the E. coli event have slowed down our strategic growth plan considerably, such that reaching our goals will take us longer than we originally estimated. We expect to provide more information about these long-term financial goals early in 2008." Cincinnati, Ohio-based Chiquita Brands International, Inc. (NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes fresh food products including bananas and nutritious blends of green salads. The company markets its products under the Chiquita(R) and Fresh Express(R) premium brands and other related trademarks. Chiquita employs approximately 25,000 people operating in more than 70 countries worldwide, including Belgium, Columbia, Germany, Panama, Philippines, among others. * * * In May 2007, Moody's Investors Service Ratings affirmed these ratings on Chiquita Brands International Inc.: corporate family rating at B3; probability of default rating at B3; $250 million 7.5% senior unsecured notes due 2014 at Caa2(LGD5, 89%); and $225 million 8.875% senior unsecured notes due 2015 at Caa2 (LGD5, 89%). Moody's changed the rating outlook for Chiquita Brands to negative from stable. CMB CAPITAL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: C.M.B. Capital Group, L.L.C. 6221 West Rose Garden Lane Glendale, AZ 85308 Bankruptcy Case No.: 07-05713 Chapter 11 Petition Date: October 30, 2007 Court: District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Allan D. Newdelman, Esq. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. COLUMBIA AIRCRAFT: Gets Court Nod to Auction Assets on November 27 ------------------------------------------------------------------ Columbia Aircraft Manufacturing Corporation has obtained authority from the U.S. Bankruptcy Court for the District of Oregon to sell substantially all of its assets to Cessna Aircraft Company subject to higher and better offers. As reported in Troubled Company Reporter on Sept. 26, 2007, the Debtor asked the Court to approve the sale of substantially all of its assets to Cessna, a subsidiary of Textron Inc. The Debtor also asked the Court to established bidding procedures. Cessna has offered $14,000,000 cash for the assets plus the assumption of unsecured assumed liabilities of approximately $8,500,000 and the secured claim of Garmin International Inc. in an amount not to exceed $2,000,000. As stalking-horse bidder, Cessna will be entitled to a $500,000 break-up fee. The Court has set the auction for the assets on Nov. 27, 2007, at 8:00 a.m. Pacific Standard Time, in Courtroom No. 1 of the United States Bankruptcy Court for the District of Oregon, 8th Floor, 1001 SW Fifth Avenue, in Portland, Oregon. The hearing to consider approval of the results of the sale will be held on the same day. To participate in the auction, competing bids must be at least $1,000,000 greater than the proposed purchase price and must be received no later than 3:00 p.m. Pacific Standard time on Nov. 20, 2007. Pursuant to the Court-approved asset sale, the liens of 1st Source Bank, Battle Creek State Bank, Garmin International Inc., the Government of Malaysia Minister of Finance Inc., and Composites Technology Research (Malaysia) Sdn Bdh will be attached to the sale proceeds in the same order of priority they attach to the property. ING Financial Markets LLC, the Debtor's proposed financial advisor and investment banker, is seeking a success fee equal to the greater of 1.5% of the aggregate sales price or $1,150,000. Bridge Associates LLC, another proposed financial advisor and investment banker to the Debtor, is seeking incentive compensation equal to 2% of cash sales proceeds to Debtor from a sale to a purchaser other than Cessna. Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing Corporation -- http://www.flycolumbia.com/-- manufactures a variety of all-composite aircraft, including the Columbia 400 and employs approximately 440 people. The company filed for Chapter 11 protection on Sept. 24, 2007 (Bankr. D. Ore. Case No. 07-33850). Leon Simson, Esq., Albert N. Kennedy, Esq., and Timothy J. Conway, Esq., at Tonkon Torp LLP represent the Debtor in its restructuring efforts. James Ray Streinz, Esq., and Johnston A. Mitchell, Esq., at McEwen Gisvold LLP serve as counsel to the Official Committee of Unsecured Creditors. When the Debtors filed for protection from their creditors, they listed estimated assets and liabilities of $1 million to $100 million. The Debtor's list of its 20 largest unsecured creditors showed total aggregate claims of more than $50 million. COMMSCOPE INC: Earns $60.3 Million in 3rd Quarter Ended Sept. 30 ---------------------------------------------------------------- CommScope Inc. disclosed Tuesday third quarter results for the period ended Sept. 30, 2007. For the third quarter of 2007, CommScope reported net income of $60.3 million on sales of $513.6 million. For the third quarter of 2006, CommScope reported net income of $43.6 million on sales of $466.1 million. The reported net income for the third quarter of 2006 included after-tax charges of $1.9 million related to restructuring costs. Excluding this special item, adjusted third quarter 2006 earnings were $45.5 million. "We are pleased to deliver another strong quarter as all of our operating segments continue to benefit from the global demand for bandwidth," said CommScope chairman and chief executive officer, Frank M. Drendel. "We believe that video, data intensive applications, mobility and dynamic websites create an ongoing need for infrastructure solutions for communication networks. With our acquisition of Andrew Corporation on track to be completed by the end of this year, we believe that CommScope, as a global leader in 'last mile' infrastructure solutions, will be solidly positioned to continue to benefit from these long-term trends," Drendel added. Sales for the third quarter of 2007 increased 10.2% year over year, primarily driven by increased volume in all three segments, with particular strength in the Carrier segment. Carrier segment sales increased 32.1% year over year to $112.3 million. These robust sales result from strong growth in all Carrier product areas. Operating income for the third quarter of 2007 increased 25% year over year to $81.4 million, or 15.8% of sales. In the year-ago quarter, operating income was $64.9 million, or 13.9% of sales. Excluding restructuring costs in the year ago quarter, operating income would have been $67.9 million, or 14.6% of sales. Net cash provided by operating activities in the third quarter of 2007 was $80.7 million. Capital spending in the quarter was $7.0 million. At Sept. 30, 2007, the company's consolidated balance sheet showed $1.55 billion in total assets, $583.1 million in total liabilities, and $967.1 million in total shareholders' equity. Andrew Acquisition As reported in the Troubled Company Reporter on June 29, 2007, CommScope Inc. and Andrew Corporation entered into a definitive agreement, unanimously approved by their respective Boards of Directors, under which CommScope will acquire all of the outstanding shares of Andrew for $15.00 per share, at least 90% in cash. "As we approach the closing of the Andrew acquisition, we are increasingly excited about the prospects of combining our talented work forces and extensive portfolios of 'last mile' solutions," Mr. Drendel stated. "We continue to believe that cost reductions, growth opportunities and other synergies inherent in this combination will drive increased value for our stockholders. We have been working with our colleagues at Andrew on integration planning and we believe that once this transaction is completed, we will be well-prepared to begin integrating our two industry leading organizations." The transaction is subject to completion of customary closing conditions, including effectiveness of a registration statement on Form S-4, approval by Andrew's stockholders, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other applicable laws or regulations. The companies continue to expect to close the transaction before the end of 2007. About CommScope Inc. Based in Hickory, North Carolina, CommScope Inc. (NYSE: CTV) -- http://www.commscope.com/-- is a world leader in infrastructure solutions for communication networks. Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R) Solutions brands, CommScope is the global leader in structured cabling systems for business enterprise applications. It is also the world's largest manufacturer of coaxial cable for Hybrid Fiber Coaxial applications. * * * As reported in the Troubled Company Reporter on Oct. 19, 2007, Standard & Poor's Ratings Services affirmed its ratings on CommScope Inc. and Westchester, Illinois-based Andrew Corp. and removed them from CreditWatch, where they were placed on June 27, 2007, with negative implications. S&P also affirmed the 'BB-' corporate credit and 'B' subordinated debt ratings for both companies. The ratings on Andrew will be withdrawn following its acquisition and debt refinancing. The outlook is stable. CORPUS CHRISTI: Case Summary & Five Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Corpus Christi Resources LLC 711 North Carancahua Street, Suite 728 Corpus Christi, TX 78475 Bankruptcy Case No.: 07-20576 Chapter 11 Petition Date: October 29, 2007 Court: Southern District of Texas (Corpus Christi) Judge: Richard S. Schmidt Debtor's Counsel: Rhett G. Campbell, Esq. Tye Hancock, Esq. Thompson & Knight, LLP 333 Clay Street, Suite 3300 Houston, TX 77002-4499 Tel: (713) 654-8111 Fax: (713) 654-1871 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million Debtor's list of its Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bryant Plaza LLC Morgan Oil Terminal $8,310,120 c/o Drew Darby, Esq. 200 Morgan Avenue 136 West Twohig Avenue Brooklyn, New York San Angelo, TX 76903 11237-1014 NYCTL 1996-1 Trust, NYCTL Morgan Oil Terminal $4,000,000 1998-2 Trust c/o The Bank of New York 101 Barclay Street New York, NY 10286 Treasury Building LLC Unexplained Claims $5,450,000 633 Northeast 167th Street Suite 925 Miami, FL 33162 NYS Department of Morgan Oil Terminal $633,448 Environmental Conservation 625 Broadway Albany, NY 12233-0001 NYC Department of Finance Morgan Oil Terminal $475,000 P.O. Box 32 Church Street Station New York, NY 10008-0032 COUNTRYWIDE: Fitch Takes Rating Actions on Various Classes ---------------------------------------------------------- Fitch Ratings has taken rating actions on these Countrywide transactions: CWALT 2005-49CB: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 affirmed at 'BBB'; -- Class B-3 downgraded to 'BB-' from 'BB'; -- Class B-4 downgraded to 'C/DR4' from 'B'. CWALT 2005-55CB Group 1: -- Class 1-A affirmed at 'AAA'; -- Class 1-M affirmed at 'AA'; -- Class 1-B-1 affirmed at 'A'; -- Class 1-B-2 affirmed at 'BBB'; -- Class 1-B-3 downgraded to 'BB-' from 'BB'; -- Class 1-B-4 downgraded to 'C/DR4' from 'B'. CWALT 2006-6CB: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 downgraded to 'BBB-' from 'BBB'; -- Class B-3 downgraded to 'B+' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-14CB: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 downgraded to 'A-' from 'A'; -- Class B-2 downgraded to 'BBB-' from 'BBB'; -- Class B-3 downgraded to 'B' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-23CB: -- Class A affirmed at 'AAA'; -- Class M rated 'AA' is placed on Rating Watch Negative; -- Class B-1 downgraded to 'BBB+' from 'A'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-24CB: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 downgraded to 'A-' from 'A'; -- Class B-2 downgraded to 'BBB-' from 'BBB'; -- Class B-3 downgraded to 'B+' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-28CB: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 downgraded to 'A-' from 'A'; -- Class B-2 downgraded to 'BB+' from 'BBB'; -- Class B-3 downgraded to 'B' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-30T1: -- Class A affirmed at 'AAA'; -- Class M downgraded to 'AA-' from 'AA'; -- Class B-1 downgraded to 'BBB+' from 'A'; -- Class B-2 downgraded to 'B+' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-36T2: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'AA-' from 'AA'; -- Class B-1 downgraded to 'BBB+' from 'A'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'CCC/DR3' from 'BB'; -- Class B-4 downgraded to 'C/DR4' from 'B'. CWALT 2006-40T1: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 downgraded to 'AA-' from 'AA'; -- Class M-3 downgraded to 'A-' from 'A'; -- Class M-4 downgraded to 'BBB+' from 'A'; -- Class B-1 downgraded to 'BB+' from 'BBB'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'C/DR4' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-45T1: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA+'; -- Class M-2 downgraded to 'AA' from 'AA+'; -- Class M-3 affirmed at 'AA'; -- Class M-4 downgraded to 'AA-' from 'AA'; -- Class M-5 downgraded to 'A' from 'AA-'; -- Class M-6 downgraded to 'A-' from 'A+'; -- Class M-7 downgraded to 'BBB' from 'A'; -- Class M-8 downgraded to 'BBB-' from 'BBB+'; -- Class M-9 downgraded to 'BB' from 'BBB+'; -- Class M-10 downgraded to 'B+' from 'BBB'; -- Class B-1 downgraded to 'B+' from 'BBB-'; -- Class B-2 downgraded to 'C/DR4' from 'BB+'; -- Class B-3 downgraded to 'C/DR5' from 'BB'; -- Class B-4 downgraded to 'C/DR5' from 'B'. CWALT 2006-J3: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 downgraded to 'A-' from 'A'; -- Class B-2 downgraded to 'BB' from 'BBB'; -- Class B-3 downgraded to 'B' from 'BB'; -- Class B-4 downgraded to 'C/DR4' from 'B'. CWALT 2006-J6: -- Class A affirmed at 'AAA'; -- Class M affirmed at 'AA'; -- Class B-1 affirmed at 'A'; -- Class B-2 downgraded to 'BBB-' from 'BBB'; -- Class B-3 downgraded to 'B+' from 'BB'; -- Class B-4 downgraded to 'C/DR4' from 'B'. The collateral of the above transactions primarily consists of 30- and 15-year fixed-rate mortgage loans extended to Alt-A borrowers and are secured by first liens, primarily on one- to four-family residential properties. As of the September 2007 distribution date, the above transactions are seasoned from 10 (series 2006- 45T1) to 26 (series 2005-49CB) months. The pool factors (current mortgage loan principal outstanding as a percentage of the initial pool) range from 79% (series 2005-49CB) to 91% (series 2006-45T1). The loans are master serviced by Countrywide Home Loans Servicing, LP (rated 'RMS2+' by Fitch). The affirmations, affecting approximately $7.8 billion of outstanding certificates, reflect a stable relationship between credit enhancement and future loss expectations. The downgrades, affecting approximately $217.0 million in outstanding certificates, and classes placed on Rating Watch Negative, affecting approximately $22 million of outstanding certificates, reflect deterioration in the relationship between CE and loss expectation. CRDENTIA CORP: Inks Pact to Acquire Medical People for $1.25 Mil. ----------------------------------------------------------------- Crdentia Corp. has signed a definitive agreement to acquire Medical People Healthcare Services Inc. Approximately 65% of MPHS's revenues are from healthcare staffing in the nursing home segment, with the remaining revenues from services to local hospitals and other healthcare facilities. Terms of the acquisition include $750,000 in cash and $500,000 in a 3-year note payable. Crdentia expects this acquisition to close in the next two weeks. The acquisition is expected to be immediately accretive to Crdentia. Crdentia believes that this acquisition will augment the services Crdentia currently offers in Alabama with a strong presence in nursing home staffing -- bringing Crdentia closer to becoming a one-stop-shop for healthcare staffing needs. Amy Disney from MPHS has joined Crdentia's senior management team and will be responsible for overseeing the acquired operations. Integration of the acquisition will begin upon closure. "I am very pleased to announce Crdentia's acquisition of Medical People Healthcare Services, Inc.," Crdentia's Chief Executive Officer John Kaiser, said. "The company is a successful and reputable brand with a strong presence in the Alabama market. As part of our overall expansion strategy that focuses on the Sun Belt region of the United States, this is a valuable acquisition that triples our business in Alabama, adds many new customers without any contract overlaps, and increases Crdentia's overall projected revenue by 10%, after including the Company's recent acquisition of ATS Health Services. In addition, Crdentia will add substantial experience to its management team with the addition of Amy Disney who has over twenty years of executive level experience in the healthcare staffing industry. With this accretive strategic acquisition, Crdentia moves closer to our goal of being a major medical staffing company in the Sun Belt and one of the largest healthcare staffing companies in the country." About Crdentia Corp. Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT) -- http://www.crdentia.com/-- is a provider of healthcare staffing services to 1,500 healthcare providers in 49 states. Crdentia provides temporary healthcare staffing comprised of travel and per diem nursing, locum tenens, and allied healthcare staffing. Going Concern Doubt As reported in the Troubled Company Reporter on July 31, 2007, KBA Group LLP, in Dallas, expressed substantial doubt about Crdentia Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm reported that the company has incurred net losses totaling $16.1 million and $6.3 million for the years ended Dec. 31, 2006, and 2005, respectively, and has used cash flows from operating activities totaling $4.1 million and $5.1 million for the years ended Dec. 31, 2006, and 2005, respectively. Additionally, at Dec. 31, 2006, the company's current liabilities exceed their current assets by $8.1 million. CROWN CASTLE: Posts $67 Million Net Loss in Quarter Ended Sept. 30 ------------------------------------------------------------------ Crown Castle International Corp. reported Tuesday results for the quarter ended Sept. 30, 2007. On Jan. 12, 2007, Global Signal Inc. merged into a subsidiary of Crown Castle. These reported results include the effect of the merger for the third quarter of 2007 and are compared to (i) pre-Merger historical results of Crown Castle for prior fiscal periods and (ii) selected pro forma results for the third quarter of 2006, assuming the merger was completed on Jan. 1, 2006. Net loss was $67.0 million for the third quarter of 2007, inclusive of (i) a $57.7 million asset write-down charge and $3.1 million restructuring charge related to the long-term spectrum lease announced in July 2007, (ii) a $63.4 million increase in depreciation, amortization and accretion expense primarily relating to the merger, (iii) $4.7 million of merger integration costs, and (iv) an improvement in benefit for income taxes of $32.5 million, compared to a net loss of $15.6 million for the same period in 2006. Net loss after deduction of dividends on preferred stock was $72.2 million in the third quarter of 2007, compared to a loss of $20.8 million for the same period last year. Total net revenues increased to $351.7 million for the third quarter ended Sept. 30, 2007, from net revenues of $200.9 million in the same period last year. Site rental revenue for the third quarter of 2007 increased $147.8 million, or 82.6%, to $326.8 million from $179.0 million for the same period in the prior year. Pro forma site rental revenue growth was 7.3%, comparing reported third quarter 2007 results to pro forma third quarter 2006 results, exclusive of approximately $1.1 million and $6.5 million of out of run-rate items in the third quarter of 2007 and the third quarter of 2006, respectively. Site rental gross margin, defined as site rental revenue less site rental cost of operations, increased $91.2 million, or 73.7%, to $214.9 million in the third quarter of 2007 from the same period in 2006. Pro forma site rental gross margin growth was 10.0%, comparing reported third quarter 2007 results to pro forma third quarter 2006 results, exclusive of the previously mentioned out of run-rate site rental revenue. Adjusted EBITDA for the third quarter of 2007 increased $85.5 million, or 77.6%, to $195.8 million, from the same period in 2006. "We had another solid quarter, exceeding the midpoint of our third quarter outlook for site rental revenue, site rental gross margin, adjusted EBITDA and recurring cash flow," stated John P. Kelly, president and chief executive officer of Crown Castle. "Our new leasing pipeline continues to build. Further, with the AWS spectrum clearing process well underway, our confidence in the growth of new leasing revenue continues to increase. In addition, we made significant progress in the third quarter with the integration of the Global Signal assets and anticipate that we will be substantially complete by the end of the year. Along with the third quarter results, we are announcing our full year 2008 outlook which suggests approximately 25% year-over-year growth in recurring cash flow per share, which is at the high end of our previously stated annual growth goal of 20% to 25%. Our expectation for growth in recurring cash flow per share reinforces our belief that our well-located assets, industry-leading customer service, and efficient capital structure will create short and long-term value for our shareholders." Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $10.51 billion in total assets, $6.78 billion in total liabilities, $313.6 million in redeemable preferred stock, and $3.41 billion in total shareholders' equity. Recurring Cash Flow Recurring cash flow, defined as adjusted EBITDA less interest expense and sustaining capital expenditures, increased by $39.2 million, or 63.8%, from $61.6 million in the third quarter of 2006 to $100.8 million for the third quarter of 2007, inclusive of approximately $18.9 million of additional interest expense from the $1.15 billion in borrowings in the fourth quarter of 2006 and first quarter of 2007 to reduce potential and actual shares outstanding by 33.7 million shares. Investments and Liquidity During the third quarter of 2007, Crown Castle invested approximately $66.3 million in capital expenditures. Capital expenditures was comprised of $5.6 million of sustaining capital expenditures and $60.7 million of revenue generating capital expenditures, of which $34.7 million was spent on land purchases, $10.9 million on existing sites and $15.1 million on the construction of new sites. About Crown Castle Based in Houston, Crown Castle International Corp. (NYSE: CCI) -- http://www.crowncastle.com/-- engineers, deploys, owns and operates technologically advanced shared wireless infrastructure, including extensive networks of towers. Crown Castle offers significant wireless communications coverage to 91 of the top 100 US markets and to substantially all of the Australian population. Crown Castle owns, operates and manages over 22,000 and over 1,400 wireless communication sites in the US and Australia, respectively. * * * Crown Castle International Corp. still carries Standard & Poor's 'BB' corporate credit rating, on CreditWatch with negative implications. CSC HOLDINGS: Moody's Holds Rating on Sr. Credit Facility at Ba2 ---------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Cablevision Systems Corporation, CSC Holdings, Inc. and Rainbow National Services LLC. However, given the uncertainty regarding the company's fiscal plan following the rejected offer to take the company private, Moody's assigned a developing outlook to Cablevision and Rainbow pending a more thorough understanding of its strategy going forward. Although Moody's believes that another very leveraging transaction over the near term is unlikely due to negative changes within the credit environment, the rating agency expects the company to evaluate a range of options including investing in business expansion, selling assets and future shareholder oriented rewards such as share repurchases or dividends. Greater clarity is anticipated by year end. Additionally, in Moody's view, Cablevision and Rainbow's existing capital structure is sufficient to meet the company's current liquidity needs. Cablevision's B1 corporate family rating continues to incorporate the shareholder orientation of the controlling shareholder, the Dolan family, as well as the more event driven nature of the combined businesses, including investments in speculative ventures. In addition, the rating considers the increasingly competitive environment for incumbent cable operators and Cablevision, more specifically, given its exposure to Verizon and its investments in FiOS within Cablevision's footprint. Moreover, despite continued growth from the increased penetration of data and telephony, the products in these markets are beginning to mature (especially data) and the cable company's growth trajectory is expected to slow. Notwithstanding these challenges, Cablevision' cable Restricted Group continues to reflect strong operating performance and could be poised to de-lever absent other material strategic changes implemented by the Dolan family. Cablevisions's financial metrics reflect the characteristics of a strongly positioned B1 operator, however, a more positive outlook will hinge on whether the company intends to operate with its current capital structure (or something similar given the maturity schedule), acquire or otherwise re-lever. Notably, Cablevision's current rating incorporates a fair amount of debt capacity (about two turns debt/EBITDA) and a Ba3 rating would assume the company could commit to maintaining leverage below 6 times. Rainbow's B1 corporate family rating also reflects the shareholder orientation and potential for speculative investments. Rainbow's cash generating ability has been a source of capital for the more speculative ventures of its parent company, Rainbow Media Enterprises. In addition, Rainbow lacks diversity both because its value is concentrated in one asset, AMC, and because of the concentration of its customers among a small number of MSOs. However, Rainbow's financial metrics are quite strong for its rating category and should some clarity be provided regarding the company's funding of speculative investments held at other entities, as well as other potential strategic alternatives, Rainbow's rating outlook could change to positive. Moody's has taken these ratings action: Cablevision Systems Corporation * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Unsecured Regular Bond/Debenture -- Confirmed B3, LGD6 -- 93% CSC Holdings, Inc. * Senior Secured Bank Credit Facility -- Confirmed Ba2, LGD2 -- 24% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD5 -- 73% Rainbow National Services LLC * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Secured Bank Credit Facility -- Downgraded to Ba2, LGD2 -- 24%, from Ba1, LGD2 -- 19% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD4 -- 69% * Senior Subordinated Regular Bond/Debenture -- Confirmed B3, LGD5 -- 89% Outlook Actions: CSC Holdings, Inc. * Outlook, Changed To Developing from Rating Under Review Cablevision Systems Corporation * Outlook, Changed To Developing from Rating Under Review Rainbow National Services LLC * Outlook, Changed To Developing from Rating Under Review Separately, Moody's downgraded the rating of RNS' senior secured credit facilities to Ba2, from Ba1, due to the changes in RNS' capital structure following the redemption of $175 million of RNS' senior subordinated notes in September 2007. The downgrade of RNS' senior secured credit facilities reflects the reduction in junior capital cushion following the redemption of $175 million of senior subordinated notes due 2014. Headquartered in Bethpage, New York, Cablevision Systems Corporation is a domestic cable multiple system operator serving approximately 3 million subscribers in and around the metropolitan New York area. Rainbow National Services LLC, headquartered in Jericho, New York, supplies television programming to cable television and direct broadcast service providers throughout the United States. The company operates three entertainment programming networks, American Movie Classics, WE: Women's Entertainment, and The Independent Film Channel. CWMBS INC: Fitch Assigns Low-B Ratings on Four Cert. Classes ------------------------------------------------------------ Fitch has rated CWMBS, Inc.'s mortgage pass-through certificates, CHL Mortgage Pass-Through Trust 2007-19 as: Group 1: -- $364,740,002 classes 1-A-1 through 1-A-3, 1-X, 1-PO and A- R certificates (senior certificates) 'AAA'; -- $5,843,400 class 1-M certificates 'AA'; -- $2,639,000 class 1-B-1 certificates 'A'; -- $942,500 class 1-B-2 certificates 'BBB'; -- $1,508,000 non-offered class 1-B-3 certificates 'BB'; -- $377,000 non-offered class 1-B-4 certificates 'B'; Group 2: -- $64,185,575 classes 2-A-1 through 2-A-3, 2-X and 2-PO certificates (senior certificates) 'AAA'; -- $1,734,000 class 2-M certificates 'AA'; -- $782,000 class 2-B-1 certificates 'A'; -- $306,000 class 2-B-2 certificates 'BBB'; -- $510,000 non-offered class 2-B-3 certificates 'BB'; -- $136,000 non-offered class 2-B-4 certificates 'B'; The 'AAA' rating on the Group 1 senior certificates reflects the 3.25% subordination provided by the 1.55% class 1-M, the 0.70% class 1-B-1, the 0.25% class 1-B-2, the 0.40% non-offered class 1- B-3, the 0.10% non-offered class 1-B-4 and the 0.25% non-offered class 1-B-5 (not rated by Fitch). Classes 1-M, 1-B-1, 1-B-2, 1-B- 3, and 1-B-4 are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their respective subordination only. The 'AAA' rating on the Group 2 senior certificates reflects the 5.60% subordination provided by the 2.55% class 2-M, the 1.15% class 2-B-1, the 0.45% class 2-B-2, the 0.75% non-offered class 2- B-3, the 0.20% non-offered class 2-B-4 and the 0.50% non-offered class 2-B-5 (not rated by Fitch). Classes 2-M, 2-B-1, 2-B-2, 2-B- 3, and 2-B-4 are rated 'AA', 'A', 'BBB', 'BB', and 'B' based on their respective subordination only. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults. In addition, the rating also reflects the quality of the underlying mortgage collateral, strength of the legal and financial structures and the master servicing capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+' by Fitch, a direct wholly owned subsidiary of Countrywide Home Loans, Inc. The certificates represent ownership interests in a trust fund that consists of two pools of mortgage loans. The certificates whose class designation begins with 1 and 2 correspond to pools 1 and 2, respectively. Each of the certificates generally receives distributions based on principal and interest collected from mortgage loans in its corresponding mortgage pool. The two groups will not be cross-collateralized. Loan group 1 will consist primarily of 30-year conventional, fixed rate mortgage loans secured by first liens on one-to-four family residential properties. Loan group 2 will consist primarily of 40-year conventional, fixed rate mortgage loans secured by first liens on one- to four-family residential properties. Group 1 consists of 588 loans. As of the cut-off date, Oct. 1, 2007, the average mortgage pool balance is $641,144 with an approximate weighted-average original loan-to-value ratio of 74.91%. The weighted average FICO credit score is approximately 747. Cash-out refinance loans represent 12.56% of the mortgage pool and second homes 4.76%. The states that represent the largest portion of mortgage loans are California (38.76%), Texas (5.46%), New York (5.21%) and Florida (5.01%). All other states represent less than 5% of the pool as of the cut-off date. Group 2 consists of 125 loans. As of the cut-off date, Oct. 1, 2007, the average mortgage pool balance is $543,953, with an approximate OLTV of 75.91%. The weighted average FICO credit score is approximately 736. Cash-out refinance loans represent 30.12% of the mortgage pool. There are no second home purchases in this pool. The states that represent the largest portion of mortgage loans are California (57.09%), New York (7.91%) and Virginia (7.88%). All other states represent less than 5% of the pool as of the cut-off date. CWMBS purchased the mortgage loans from CHL and deposited the loans in the trust, which issued the certificates, representing undivided beneficial ownership in the trust. The Bank of New York will serve as trustee. For federal income tax purposes, an election will be made to treat the trust fund as one or more real estate mortgage investment conduits. DEVELOPERS DIVERSIFIED: Earns $32.7 Million in Qtr. Ended Sept. 30 ------------------------------------------------------------------ Developers Diversified Realty Corporation reported operating results for the third quarter ended Sept. 30, 2007. The company reported net income available to common shareholders of $32.7 million on revenues of $234.1 million for the three months ended Sept. 30, 2007, as compared to $49.0 million on revenues of $194.2 million for the prior-year comparable period. For the three months ended Sept. 30, 2007, Funds from Operations available to common shareholders was $99.5 million, as compared to $91.7 million for the three months ended Sept. 30, 2006, an increase of 8.5%. Scott Wolstein, DDR's chairman and chief executive officer, stated, "We are pleased to announce this quarter's financial results, which reflect the consistent growth of our core portfolio and the implementation of our investment strategy. Our leasing team completed a record quarter in terms of volume and rental spreads on new leases, and our development team continued to identify and execute on attractive investment opportunities. Furthermore, we have proactively taken steps to improve the quality of our portfolio through disposition, development and acquisition and allocate our capital to where we expect the best returns. These actions have had the complementary effect of strengthening our balance sheet and enhancing our liquidity position." Nine Month Results For the nine months ended Sept. 30, 2007, FFO available to common shareholders was $365.0 million, as compared to $287.7 million for the nine months ended Sept. 30, 2006, an increase of 26.9%. Net income available to common shareholders was $192.9 million for the nine months ended Sept. 30, 2007, as compared to $149.9 million for the prior-year comparable period. The increase in net income for the nine months ended Sept. 30, 2007, is primarily related to the merger with IRRETI, the release of certain valuation reserves and an increase in the gain on sale of assets including those recognized through the company's merchant building program and promoted income earned from certain joint ventures. These increases were partially offset by a non-cash charge relating to the redemption of preferred shares, certain integration related costs and a charge relating to the departure of the company's former president. Common Share Repurchase Program During the second quarter of 2007, the company's Board of Directors authorized a common share repurchase program. Under the terms of the program, the company may purchase up to a maximum value of $500 million of its common shares during the next two years. Through Oct. 25, 2007, the company repurchased 2.2 million of its common shares in open market transactions at an aggregate cost of approximately $105.8 million at a weighted-average price per share of $48.42. At Sept. 30, 2007, the company's consolidated balance sheet showed $8.91 billion in total assets, $5.59 billion in total liabilities, $115.7 million in minority interests and $3.21 billion in total shareholders' equity. About Developers Diversified Based in Beachwood, Ohio, Developers Diversified Realty Corp. (NYSE: DDR) -- http://www.ddr.com/-- owns and manages over 740 retail operating and development properties in 45 states, plus Puerto Rico, Brazil, Russia and Canada, totaling over 160 million square feet. Developers Diversified Realty is a self-administered and self-managed real estate investment trust operating as a fully integrated real estate company which acquires, develops, leases and manages shopping centers. * * * Developers Diversified Realty Corporation continues to carry Fitch BB+ preferred stock rating. Outlook is stable. DOJ LLC: Moody's Says Ratings Remain on Review ---------------------------------------------- Moody's Investors Service assigned a Ba3 rating to ReAble Therapeutics Finance LLC's proposed $100 million senior secured revolver and $1,055 million senior secured term loan as well as a Caa1 rating to the company's proposed $575 million senior unsecured notes. Upon the close of the transaction, Moody's will be re-assigning the Corporate Family Rating, Probability of Default Rating and Speculative Grade Liquidity Rating to ReAble Therapeutics Finance LLC (the highest entity with rated debt) from ReAble Therapeutics, Inc. At that time, Moody's anticipates confirming the company's B2 Corporate Family Rating, B2 Probability of Default Rating and Caa1 rating for its existing $200 million senior subordinated notes with the outlook revised to negative. Additionally, Moody's anticipates downgrading the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. Thereafter, ReAble Therapeutics Finance LLC will be renamed DJO Finance LLC and will be the borrower under the revolver and term loan as well as the issuer under the senior unsecured notes and senior subordinated notes. Moody's continued the rating review for possible downgrade of DJO, LLC's existing ratings with the expectation that they will be confirmed and withdrawn at the close of the transaction. In addition, Moody's continued the rating review for possible downgrade for the ratings on ReAble Therapeutics Finance LLC's existing senior secured revolver and senior secured term loan with the anticipation that they will be confirmed and withdrawn at the close of the transaction. The revision of the ratings outlook to negative from stable reflects the increased amount of pro forma debt that the company will inherit as part of the acquisition. Additionally, Moody's expects free cash flow to remain modest through the ratings horizon as the company incurs additional interest expense and costs associated with the integration of the two entities. The ratings outlook incorporated Moody's expectation that the company will continue its acquisition strategy over the near term within the constraints of the senior secured credit facilities. The downgrade of the Speculative Grade Liquidity rating to SGL-3 from SGL-2 reflects the modest amount of free cash flow through June 30, 2008, availability under the $100 million proposed senior secured revolving credit facility and the covenant lite structure of the proposed credit facilities. The credit facilities will only have one financial covenant (e.g. maximum senior secured leverage ratio). Ratings are subject to review of final documentation. These ratings were assigned to ReAble Therapeutics Finance LLC: -- Ba3 (LGD2/27%) senior secured debt rating for a $100 million Senior Secured Revolver; -- Ba3 (LGD2/27%) senior secured debt rating on a $1,055 million Senior Secured Term Loan; and -- Caa1 (LGD5/78%) senior unsecured debt rating on $575 million Senior Unsecured Notes. At the close of the transaction, these ratings will be re-assigned from ReAble Therapeutics, Inc. to ReAble Therapeutics Finance, LLC: -- B2 Corporate Family Rating; -- B2 Probability of Default Rating; and -- Caa1 (to LGD6/94% from LGD5/80%) rating on the $200 million Senior Subordinated Notes. At the close of the transaction, these rating will be re-assigned from ReAble Therapeutics, Inc. and downgraded at ReAble Therapeutics Finance, LLC: -- Downgrade to SGL-3 from SGL-2 -- Speculative Grade Liquidity rating. These ratings for DJO, LLC will remain on review for possible downgrade and will be confirmed and withdrawn at the close of the transaction: -- Ba3 Corporate Family Rating; -- B1 Probability of Default Rating; -- SGL-2 Speculative Grade Liquidity Rating; -- Ba3 (LGD3/33%) senior secured debt rating on a Senior Secured Revolver; and -- Ba3 (LGD3/33%) senior secured debt rating on a Senior Secured Term Loan. Headquartered in Austin, Texas, ReAble Therapeutics Finance LLC is a diversified orthopedic device company. ReAble is owned by The Blackstone Group, a private equity firm. For the twelve months ended June 30, 2007, the company reported $391 million in revenues. Headquartered in Vista, California, DJO, Incorporated is a global provider of solutions for musculoskeletal and vascular health, specializing in rehabilitation and regeneration products. Currently, DJO is in the process of being acquired by ReAble. For the twelve months ended June 30, 2007, the company reported $459 million in revenues. DONNA JONES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Donna R. Jones 7480 Oak Tree Lane Weeki Wachee, FL 34607 Bankruptcy Case No.: 07-10306 Type of Business: The Debtor owns and manages retail business Donna Rochelle Jones, Inc., which does business as Roger's Christmas Retail, Inc. She also owns and manages the Florida Denture Clinic. Chapter 11 Petition Date: October 30, 2007 Court: Middle District of Florida (Tampa) Judge: Catherine Peek McEwen Debtor's Counsel: Buddy D. Ford, Esq. 115 North MacDill Avenue Tampa, FL 33609 Tel: (813) 877-4669 Fax: (813) 877-5543 Total Assets: $1,955,475 Total Debts: $2,381,581 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ocwen Homestead $175,000 12650 Ingenuity Drive locarted at 7480 Orlando, FL 32826 Oak Tree Lane, Weeki Wachee, FL 34607; value of security: $450,000; value of senior lien: $374,448 Department 56 Business Debt $92,107 One Village Place 6436 City West Parkway Eden Prairie, MN 55344 Oak Hill Hospital Medical Expense $83,130 P.O. Box 99400 Louisville, KY 40269 Ohio Wholesale, Inc. Business Debt $48,070 Estate of Margaret Ghietto Unpaid rent $42,822 North Star by Premier Business Debt $38,013 Sterling, Inc. Business Debt $34,878 Bk. of Amer Recreational $33,045 ECast Settlement Corp. Credit $427,009 M.B.N.A. Credit card $27,009 Citicard CreditCard $21,480 Roman, Inc. Business Debt $13,930 Florida Suncoast Tourism Business Debt $12,444 Allstate Floral & Craft, Inc. Business Debt $11,390 Two's Company Business Debt- $11,382 Lawsuit Ganz USA, L.L.C. Business Debt $10,478 Juanita B. Sikes Real property taxes $10,174 Everest/P.B.O.A., Inc. Business Debt $8,127 Giftcraft, Inc. Business Debt $8,000 Manual Woodworkers & Weaver Business Debt- $5,957 Lawsuit ENERGY PARTNERS: Extends Exchange Offer for $450MM Senior Notes --------------------------------------------------------------- Energy Partners, Ltd. disclosed an extension of its pending offer to the holders of $150 million principal amount of floating rate Senior Notes due 2013 and $300 million principal amount of 9.75% Senior Notes due 2014 to exchange such notes for a like principal amount of its Floating Rate Senior Notes due 2013 and 9.75% Senior Notes due 2014 which have been registered under the Securities Act of 1933, as amended. The expiration date for the exchange offer has been extended from 12:00 midnight New York City time on Oct. 29, 2007 to 12:00 midnight New York City time on Nov. 2, 2007, unless further extended. EPL said that it has been informed by the exchange agent that as of 12:00 midnight New York City time on Oct. 29, 2007 100% of the $150 million principal amount of floating rate Senior Notes due 2013 and 97.12% of the $300 million principal amount of 9.75% Senior Notes due 2014 had been tendered in the exchange offer. Headquartered in New Orleans, Louisiana, Energy Partners Ltd. (NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and natural gas exploration and production company. Founded in 1998, the company's operations are focused along the U. S. Gulf Coast, both onshore in south Louisiana and offshore in the Gulf of Mexico. * * * Energy Partners Ltd. holds to date Moody's Investors Services' 'B3' Corporate Family and Probability of Default Ratings, which were placed on March 2007. FMC REAL: Fitch Affirms 'B' Rating on $12.084MM Class H Notes ------------------------------------------------------------- Fitch affirmed all classes of FMC Real Estate CDO 2005-1 as: -- 131,825,000 class A-1 floating-rate 'AAA'; -- 43,941,000 class A-2 floating-rate 'AAA'; -- 43,941,000 class B floating-rate 'AA'; -- 49,434,000 class C floating-rate 'A'; -- 34,055,000 class D floating-rate 'BBB+'; -- 13,182,000 class E floating-rate 'BBB'; -- 21,970,000 class F floating-rate 'BBB-'; -- 35,153,000 class G fixed-rate 'BB'; -- 12,084,000 class H fixed-rate 'B'. FMC 2005-1 is a $439,519,500 revolving commercial real estate cash flow collateralized debt obligation that closed on July 13, 2005. As of the Sept. 21, 2007 trustee report and based on Fitch categorizations, the CDO was substantially invested as: commercial mortgage whole loans/A-notes (30.5%), commercial mortgage B-notes (24.9%), CRE mezzanine loans (36.1%), and cash (8.5%). The CDO is also permitted to invest in credit tenant lease loans, REIT debt, CMBS, and CRE CDOs. The portfolio is selected and monitored by SCFFI GP LLC, an affiliate of Five Mile Capital. FMC 2005-1 has a five-year reinvestment period during which, if all reinvestment criteria are satisfied, principal proceeds may be used to invest in substitute collateral. The reinvestment period ends August 2010. Asset Manager: Five Mile is an alternative fixed-income investment management firm founded in February 2003 by individuals whose former experience includes positions with Salomon Brothers Inc., Greenwich Capital Markets, Inc., Kidder, Peabody & Company, Inc., and PaineWebber Inc. Five Mile is majority owned and controlled by its management and minority owned by affiliates of American International Group, Inc. and W.R. Berkley Corporation. To date, Five Mile has launched four investment funds: Housatonic Fund, Silvermine Fund, Structured Income Fund, of which SCFFI is a general partner and Five Mile Capital Partners II, a successor fund to the Structured Income Fund. The assets for FMC 2005-1 are from the Structured Income Fund, which has $662 million in equity commitments and is now closed to new investors. This fund focuses on debt and debt-like investments secured by commercial real estate, consumer receivables, and other asset-backed collateral. Performance Summary: As of the September 2007 trustee report, the CDO maintains an above average amount of reinvestment flexibility. The Fitch poolwide expected loss is 32.625% compared to a modeled stressed PEL of 56.500%. This results in an above average re-investment cushion of 23.875%. The re-investment cushion remains unchanged since the last review. Since the last review, nineteen assets ($305.4 million) have been added to the pool while 16 assets ($271.6 million) have paid off. While the pool continues to be weighted more towards subordinate debt (61.0%) the percentage of whole loans and A-notes has increased to 30.5% from 13.0% at last review and 2.7% at closing. Generally, whole loans which represent senior priorities within the loan's capital structure have less risk than the subordinate debt; however, many of these assets are transitional in nature and are working towards stabilization. Further, some of the older loans have seen decreases in cash flow. For example, a mezzanine loan secured by an interest in an office building located in downtown Pittsburgh, Pennsylvania had its largest tenant, which occupied 27% of the net rentable area, vacate in August 2007. Market rents have declined since issuance. The sponsor is currently seeking other tenants to occupy the space. Per the Sept. 21, 2007 trustee report, the CDO is passing all its collateral quality tests. The weighted average spread (WAS) has decreased to 4.55% from 5.41% at last review; however it remains above the covenant of 4.25%. The weighted average life remains unchanged at 3.6 years from the last review and remains below its maximum covenant of 7.5 years. The short WAL implies that the pool composition will continue to turnover during the reinvestment period. Additionally, the overcollateralization and interest coverage ratios of all classes remain above their covenants, as of the September 2007 trustee report. Collateral Analysis: Per the trustee report and based on Fitch categorizations, the CDO is within all its property type covenants. Office concentration has significantly decreased to 26.9% from 43.0% as of the last review, but still remains the largest property type concentration in the pool. Hotel and retail concentrations have increased since last review to 25.6% and 25.4% from 14.0% and 16.85% respectively. There is currently no exposure to condominium conversion which was at 4.2% at last review. The CDO is also within all of its geographic location covenants with the highest concentrations in Florida at 9.9% and New York at 8.3%. The Fitch Loan Diversity Index is 436 compared to the covenant of 500. The current LDI represents below average diversity as compared to other CRE CDOs. Although there is above average reinvestment cushion, upgrades during the reinvestment period are unlikely, given that the pool could still migrate to the modeled PEL. The Fitch PEL is a measure of the hypothetical loss inherent in the pool at the 'AA' stress environment before taking into account the structural features of the CDO liabilities. Fitch PEL encompasses all loan, property, and poolwide characteristics modeled by Fitch. For a summary of the Fitch Loans of Concern and the 10 largest loans, please refer to the FMC Real Estate CDO 2005-1 CREL Surveyor Snapshot on the Fitch Research website, which will be available beginning Nov. 5, 2007. FOXTONS NORTH AMERICA: Sells Real Estate Listings for $310,000 -------------------------------------------------------------- Foxtons North America Inc. and Foxtons Inc. obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to sell their real estate listings for $310,000 in total to two buyers, plus 10% or more from commissions collected, according to Bill Rochelle of Bloomberg News. In an earlier report, Mr. Rochelle said the assets, which include 4,000 listing agreements, eight leases, and customer lists, are being sold by the Debtors to pay off some debts. West Long Branch, New Jersey-based Foxtons North America Inc. -- http://www.foxtons.com/-- aka YourHomeDirect.com, and its affiliate, Foxtons Inc., are real estate agents. Foxtons Inc. is also known as Foxtons Realty Inc., YHD Foxtons, and YHD-Foxtons Inc. Foxtons North and Foxtons Inc. filed for chapter 11 bankruptcy protection on Oct. 5, 2005 (Bankr. D. N.J. Case Nos. 07-24497 and 07-24496). Lawyers at Forman Holt Eliades & Ravin LLC serve as the Debtors' counsel. Garden City Group Inc. is the Debtors' claims and noticing agent. In documents submitted to the Court, Foxtons North America disclosed total assets of $487,757 and total liabilities of $40,885,834. Foxtons Inc. disclosed total assets of $2,618,254 and total liabilities of $480,945. GE CAPITAL: S&P Lifts Rating on Class L Notes to BB+ from BB ------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on four classes of commercial mortgage pass-through certificates from GE Capital Commercial Mortgage Corp.'s series 2002-3. Concurrently, S&P affirmed its ratings on 10 other classes from the same series. Additionally S&P raised its ratings on three classes of commercial mortgage pass-through certificates from COMM 2002-WFA. At the same time, S&P affirmed its ratings on the remaining three classes from the same series. The raised and affirmed ratings on the GE 2002-3 certificates reflect credit enhancement levels that provide adequate support through various stress scenarios. The raised and affirmed ratings on the certificates backed by the Westfield Shoppingtowns portfolio reflect the increased operating performance of the property and the amortization of the loan. As of the Oct. 10, 2007, remittance report, the collateral pool for the GE 2002-3 transaction consisted of 124 loans with an aggregate trust balance of $1.041 billion, down from 131 loans totaling $1.170 billion at issuance. The master servicer, Wachovia Bank N.A., reported primarily full-year 2006 financial information for 99% of the pool, which excludes $241.0 million (23%) of loans secured by defeased collateral. Based on this information, Standard & Poor's calculated a weighted average debt service coverage of 1.63x, up from 1.50x at issuance. There are currently no delinquent loans in the pool, and there are no loans with the special servicer. To date, the trust has not experienced any losses. The top 10 loans secured by real estate have an aggregate outstanding balance of $329.6 million (32%) and a weighted average DSC of 1.83x, up from 1.64x at issuance. Standard & Poor's reviewed property inspections provided by the master servicer for all of the assets underlying the top 10 loans. One property was characterized as "excellent," while the remaining collateral was characterized as "good." Credit characteristics for one of the loans in the pool, the Westfield Shoppingtowns portfolio loan, are consistent with those of high investment-grade obligations. This loan is the largest exposure in the pool and is encumbered by a $242.9 million class A note and a $40.6 million class B note. The A note is divided into three pari passu pieces, of which $90.8 million serves as the trust collateral. The A-3 note and the B note provide 100% of the cash flow to the certificates in COMM 2002-WFA, a stand-alone transaction. The loan is secured by the in-line space of two regional malls totaling 911,194 sq. ft. in Santa Ana and Roseville, California. The property manager and loan sponsor is Westfield America Trust (A-/Stable/A-2). The Roseville Mall is currently undergoing a major expansion, which will provide additional anchor space and accommodate the demand for more in-line space, and introduce a high-end dining experience at the property. Standard & Poor's adjusted net cash flow for this loan is up 22% since issuance. S&P raised and affirmed the ratings on the COMM series 2002-WFA transaction, accordingly. Wachovia reported a watchlist of 19 loans ($132.5 million, 12%), including two of the top 10 exposures secured by real estate. Details of these two loans are: -- The largest loan on the watchlist, the Parkway I & II Apartments, is the second-largest loan in the pool secured by real estate. The two crossed-defaulted and cross-collateralized loans have an outstanding balance of $47.4 million (5%) and are secured by two multifamily properties totaling 460-units in downtown Denver, Colorado. The loans appear on the watchlist because the properties reported a DSC of 0.81x for the year-ending 2006. -- UDR portfolio -- Ashley Oaks Apartments is the ninth- largest loan in the pool secured by real estate. The loan has an outstanding balance of $17.8 million (2%). The loan is secured by a 462-unit multifamily property in San Antonio, Texas. It appears on the watchlist because the properties reported a DSC of 0.86x for the year-ending 2006. Standard & Poor's stressed the loans on the watchlist and the other loans with credit issues as part of its analysis. The resultant credit enhancement levels support the raised and affirmed ratings. Ratings Raised GE Capital Commercial Mortgage Corp. Commercial mortgage pass-through certificates series 2002-3 Rating ----- Class To From Credit enhancement ----- -- ---- ---------------- D AAA AA+ 13.77% E AA+ AA 12.36% F AA AA- 11.38% L BB+ BB 4.07% COMM 2002-WFA Commercial mortgage pass-thru certificates Rating ------ Class To From ----- -- ---- B-2 AAA AA+ B-3 AAA AA B-4 AA+ AA- Ratings Affirmed GE Capital Commercial Mortgage Corp. Commercial mortgage pass-through certificates series 2002-3 Class Rating Credit enhancement ----- ------ ----------------- A-1 AAA 22.33% A-2 AAA 22.33% B AAA 17.84% C AAA 16.29% G A 9.69% H A- 8.57% J BBB 5.90% K BBB- 4.92% X-1 AAA N/A X-2 AAA N/A COMM 2002-WFA Commercial mortgage pass-thru certificates Class Rating ----- ------ A-3A AAA A-3B AAA B-1 AAA N/A -- Not applicable. GECC COMMERCIAL: Fitch Holds Ratings on 21 Certificate Classes -------------------------------------------------------------- Fitch Ratings upgraded GECC Commercial Mortgage Securities Corp., commercial mortgage pass-through certificates, series 2004-C2, commercial mortgage pass-through certificates as: -- $41.3 million class B to 'AA+' from 'AA'; -- $17.2 million class C to 'AA' from 'AA-'; -- $25.8 million class D to 'A+' from 'A'; In addition, Fitch affirms these classes: -- $32.8 million class A-1 at 'AAA'; -- $125.8 million class A-2 at 'AAA'; -- $73.4 million class A-3 at 'AAA'; -- $574.5 million class A-4 at 'AAA'; -- $291.2 million class A-1A at 'AAA'; -- Interest-only class X-1 at 'AAA'; -- Interest-only class X-2 at 'AAA'; -- $15.5 million class E at 'A-'; -- $18.9 million class F at 'BBB+'; -- $17.2 million class G at 'BBB'; -- $18.9 million class H at 'BBB-'; -- $10.3 million class J at 'BB+'; -- $8.6 million class K at 'BB'; -- $6.9 million class L at 'BB-'; -- $5.2 million class M at 'B+'; -- $3.2 million class PPL-1 at 'BBB-'; -- $3.3 million class PPL-2 at 'BBB-'; -- $4.9 million class PPL-3 at 'BB+'; -- $6.3 million class PPL-4 at 'BB-'; -- $4.0 million class PPL-5 at 'B+'; -- $4.8 million class PPL-6 at 'B'. Fitch does not rate the $5.2 million class N, the $3.4 million class O, or the $17.6 million class P certificates. The rating upgrades reflect 11% defeasance since the latest rating action, as well as the stable pool performance since issuance. As of the October 2007 distribution date, the pool has paid down 4.8% to $1.31 billion from $1.38 billion at issuance. In total, 13 loans, 11.5% of the pool, have defeased. There are currently no delinquent or specially serviced loans in the transaction. Four loans maintain investment grade shadow ratings: Tysons Corner Center (6.9%), Pacific Place Office Building (6.3%), Lake Grove Plaza (2.0%), and the AFR/Bank of America Portfolio (1.3%). Tysons Corner Center is secured by 1.5 million square feet of a regional mall located in McLean, Virginia. The total debt consists of four A notes. The A-2 note is included in this trust. Year-end 2006 occupancy remained stable at 98.0% compared to 98.1% at issuance. Pacific Place Office Building is secured by 196,383 sf of office space and 130,539 sf of retail space of a building located in San Francisco, California. The total debt consists of a $77.4 million A note and a $26.3 million B note, which secures the PPL certificates. For YE 2006, occupancy increased to 100% from 84.8% at issuance. Lake Grove Plaza is secured by a 251,236 sf anchored retail center located in Lake Grove, New York. YE 2006 occupancy remained stable at 100%. The AFR/Bank of America Portfolio was originally secured by 153 properties located in 19 states. The total debt on the portfolio consists of six A notes totaling $235.0 million and one B note totaling $69.1 million. The $16.3 million A-5 note is included in this trust. Occupancy increased to 90.0% at YE 2006 from 86.6% at issuance. GLOBAL POWER: Court Approves Disclosure Statement ------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved Global Power Equipment Group Inc.'s Disclosure Statement, authorizing the company to begin soliciting votes from its creditors and shareholders on its amended Chapter 11 Plan of Reorganization. Pursuant to a Plan Support Agreement approved by the Bankruptcy Court, the Plan is supported by both of the statutory committees appointed to represent creditors and stockholders in the chapter 11 cases and by holders the company's senior subordinated notes. As reported in the Troubled Company Reporter on Sept. 14, 2007, Global Power's plan includes a rights offering available to existing equity holders for the issuance of new common stock of the reorganized company backstopped in an amount up to $90 million by a group of existing equity holders. The timeline approved by the Court establishes Nov. 6, 2007 as the record date for voting on the Plan and participating in the rights offering. "Since entering into the plan settlement outline in August with the committees and the noteholders, the company and representatives of the major constituencies in these cases have worked hard to finalize the various components of the Plan, which the company believes maximizes the recovery of all stakeholders," John Matheson, President and Chief Executive Officer of Global Power, said. "With the Disclosure Statement approved and a confirmation hearing scheduled, we now have a clear timeline for a successful emergence from chapter 11. The company will emerge from chapter 11 with a strong balance sheet and capital structure that will ensure continued excellent service and support for our customers." Headquartered in Oklahoma, Global Power Equipment Group Inc. (Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design, engineering and manufacturing firm providing an array of equipment and services to the energy, power infrastructure and process industries. The company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, and has over 40 years of power generation industry experience. The company's equipment is installed in power plants and in industrial operations in more than 40 countries on six continents. In addition, the company provides routine and specialty maintenance services to nuclear, coal-fired, fossil, and hydroelectric power plants and other industrial operations. The company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The company filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No. 06-11045). Thomas E. Lauria, Esq., Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq., and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M. Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq., at The Bayard Firm, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' noticing and claims agent. At Oct. 31, 2006, Global Power's balance sheet showed total assets of $177,758,000 and total debts of $99,017,000 Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the Official Committee of Unsecured Creditors. The Official Committee of Equity Security Holders is represented by Howard L. Siegel, Esq., and Steven D. Pohl, Esq., at Brown Rudnick Berlack Israels LLP. GLOBAL POWER: Plan Confirmation Hearing Scheduled on December 20 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set a hearing on Dec 20, 2007, to consider confirmation of the Amended Chapter 11 Plan of Reorganization filed Global Power Equipment Group Inc. Headquartered in Oklahoma, Global Power Equipment Group Inc. (Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design, engineering and manufacturing firm providing an array of equipment and services to the energy, power infrastructure and process industries. The company designs, engineers and manufactures a comprehensive portfolio of equipment for gas turbine power plants and power-related equipment for industrial operations, and has over 40 years of power generation industry experience. The company's equipment is installed in power plants and in industrial operations in more than 40 countries on six continents. In addition, the company provides routine and specialty maintenance services to nuclear, coal-fired, fossil, and hydroelectric power plants and other industrial operations. The company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico; Shanghai, China; Nanjing, China; and Heerleen, The Netherlands. The company filed for chapter 11 protection on Sept. 28, 2006 (Bankr. D. Del. Case No. 06-11045). Thomas E. Lauria, Esq., Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq., and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M. Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq., at The Bayard Firm, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' noticing and claims agent. At Oct. 31, 2006, Global Power's balance sheet showed total assets of $177,758,000 and total debts of $99,017,000 Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the Official Committee of Unsecured Creditors. The Official Committee of Equity Security Holders is represented by Howard L. Siegel, Esq., and Steven D. Pohl, Esq., at Brown Rudnick Berlack Israels LLP. GREENWICH CAPITAL: Fitch Assigns Low-B Ratings on Six Classes ------------------------------------------------------------- Greenwich Capital Commercial Funding Corp., series 2007-GG11, commercial mortgage pass-through certificates are rated by Fitch Ratings as: -- $46,000,000 class A-1 'AAA'; -- $505,344,000 class A-2 'AAA'; -- $37,355,000 class A-3 'AAA'; -- $47,000,000 class A-AB 'AAA'; -- $995,606,000 class A-4 'AAA'; -- $249,774,000 class A-1-A 'AAA'; -- $268,726,000 class A-M 'AAA'; -- $211,622,000 class A-J 'AAA'; -- $2,622,092,000* class XP 'AAA' (notional amount and interest-only); -- $2,687,257,030* class XC 'AAA' (notional amount and interest-only); -- $20,154,000 class B 'AA+'; -- $26,873,000 class C 'AA'; -- $20,154,000 class D 'AA-'; -- $33,591,000 class E 'A+'; -- $13,436,000 class F 'A'; -- $33,591,000 class G 'A-'; -- $23,513,000 class H 'BBB+'; -- $26,873,000 class J 'BBB'; -- $36,950,000 class K 'BBB-'; -- $6,718,000 class L 'BB+'; -- $10,077,000 class M 'BB'; -- $10,077,000 class N 'BB-'; -- $6,718,000 class O 'B+'; -- $3,359,000 class P 'B'; -- $6,719,000 class Q 'B-'; -- $47,027,030 class S 'NR'. Classes A-1, A-2, A-3, A-AB, A-4, A-1-A, A-M, A-J, B, C, D, E, and F are offered publicly, while classes G, H, J, K, L, M, N, O, P, Q, S, XP, and XC are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are 122 fixed rate loans having an aggregate principal balance of approximately $2,687,257,030 as of the cutoff date. GRYPHON PRODUCTION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Gryphon Production Company, L.L.C. P.O. Box 742 Pampa, TX 79066-0742 Bankruptcy Case No.: 07-20510 Type of Business: The Debtor is a wholly-owned operating subsidiary of Chancellor Group, Inc., which explores and develops natural gas and oil properties. Chapter 11 Petition Date: October 29, 2007 Court: Northern District of Texas (Amarillo) Judge: Robert L. Jones Debtor's Counsel: Bill Kinkead, Esq. 6937 Bell Street, Suite G Amarillo, TX 79109 Tel: (806) 353-2129 Fax: (806) 353-4370 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. GSAA HOME: Fitch Rates $1.016MM Class B-5 Certificates at B ----------------------------------------------------------- Fitch has rated GSAA Home Equity Trust's residential mortgage pass-through certificates, series 2007-10, as: -- $158,139,776 classes A1A, A1B, A2A, A2B, A-PO, A-IO (senior certificates) 'AAA'; -- $4,852,000 class B-1 'AA'; -- $2,554,000 class B-2 'A'; -- $1,021,000 class B-3 'BBB'; -- $1,277,000 class B-4 'BB'; -- $1,106,000 class B-5 'B'. The 'AAA' rating on the senior certificates reflects the 7.10% subordination provided by the 2.85% class B1, 1.50% class B2, 0.60% class B3, 0.75% privately offered class B4, 0.65% privately offered class B5, 0.75% privately offered class B6. Class B6 is not rated by Fitch. The ratings also reflect the quality of the underlying collateral, the strength of the legal and financial structures, and the master servicing capabilities of Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch). As of the cut-off date (Oct. 1, 2007), the pool of loans consists of 423 fixed-rate mortgage loans, which have 15-year through 40- year amortization terms. The mortgage pool has an average unpaid principal balance of $402,429 and a weighted average FICO score of 727. The weighted average amortized current loan-to-value ratio is 78.31%. Rate/Term and cash-out refinances represent 21.51% and 36.64%, respectively, of the mortgage loans. The states that represent the largest geographic concentration of mortgaged properties are California (28.69%), New York (14.05%), Florida (8.31%) and Maryland (5.35%). All other states comprise fewer than 5% of properties in the pool. GS Mortgage Securities Corp. purchased the mortgage loans from each seller and deposited the loans in the trust, which issued the certificates, representing undivided and beneficial ownership in the trust. For federal income tax purposes, the securities administrator will cause multiple real estate mortgage investment conduit (REMIC) elections to be made for the trust. Wells Fargo Bank, N.A. will act as securities administrator and Citibank, N.A. will serve as the trustee. GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings ------------------------------------------------------------ Fitch Ratings has affirmed GS Mortgage Security Corp. II 1998-GL II commercial mortgage pass-through certificates, as: -- $4.5 million class A-1 at 'AAA'; -- $694.3 million class A-2 at 'AAA'; -- Interest-only class X at 'AAA'; -- $91.6 million class B at 'AAA'; -- $84.6 million class C at 'AAA'; -- $98.6 million class D at 'AAA'; -- $70.5 million class E at 'AAA'; -- $63.4 million class F at 'BBB-'; -- $28.2 million class G at 'B'. The affirmations are the result of stable performance since Fitch's previous rating action. As of the October 2007 distribution date, the transaction's principal balance has declined by 27.8% to $1.14 billion from $1.41 billion at issuance. Of the original ten loans, eight remain in the transaction. Of the remaining pool, 42.6% has been defeased. The remaining non-defeased or partially defeased loans include Tharaldson Pool B (12.9%), Tharaldson Pool A (12.6%) of which 45.7% has been defeased, Green Acres Mall (12.1%), Marriott Desert Springs Hotel (7.4%) and the Crystal City Pool (5.8%), of which 78.1% has been defeased. All loans, except the Marriott Desert Springs, maintain investment grade shadow ratings. While showing improvement in occupancy and income over the past several years, the Marriott Desert Spring's net cash flow remains below expectations at issuance largely due to increased expenses. The Tharaldson Pool B loan (12.9%) is secured by 93 limited- service hotels consisting of 5,858 rooms. The hotels are flagged as Fairfield Inn, Comfort Inn, Residence Inn, Hampton Inn, Comfort Suites, Holiday Inn Express, Courtyard, Super 8, Country Inn & Suites and Days Inn. Occupancy as of Sept. 30, 2007, has remained stable at 76% since issuance. As of Sept. 30, 2007, the average daily rate and revenue per available room have increased to $79.32 and $60.96 from $56.07 and $53.81 at issuance, respectively. The Tharaldson Pool A loan (12.6%) is secured by 90 limited- service hotels consisting of 5,848 rooms. The hotels are flagged as Fairfield Inn, Comfort Inn, Hampton Inn, Residence Inn, Comfort Suites, Courtyard, Country Inn & Suites, Sleep Inn, Homewood Suites, Tharaldson Inn & Suites and Super 8. Occupancy as of September 30, 2007, has remained stable at 76% since issuance. As of September 30, 2007, ADR and RevPar have increased to $78.43 and $59.73 from $55.76 and $53.79 at issuance, respectively. HANGER ORTHOPEDIC: Earns $5.4 Million in Quarter Ended Sept. 30 --------------------------------------------------------------- Hanger Orthopedic Group Inc. disclosed Monday results for its third quarter ended Sept. 30, 2007. Net income for the third quarter of 2007 was $5.4 million compared to the prior year's pro-forma net income of $4.3 million. Including the costs of the refinancing, net income applicable to common stock was $1.5 million for the quarter ended Sept. 30, 2006. The pro-forma results for the third quarter of 2006 reflect the impact of the refinancing completed in May 2006 and assume that the resulting new capital structure was in place on Jan. 1, 2006. Net sales for the quarter ended Sept. 30, 2007, increased by $10.8 million, or 7.1%, to $162.3 million from $151.5 million in the prior year's comparable quarter. The sales growth was the result of a $6.9 million, or 5.1%, increase in same-center sales in the patient care business, a $1.6 million, or 10.9%, increase in sales of the company's distribution segment, a $1.8 million increase related to acquired entities, and a $500,000 increase in non-core activities. Gross profit for the third quarter of 2007 increased by $7.1 million, to $82.4 million, or 50.7% of net sales compared to $75.3 million, or 49.7% of net sales in the third quarter of 2006. The increase in gross margin was due principally to the increase in sales. Income from operations of $18.6 million in the third quarter of 2007 was $1.5 million higher than that of the same period of the prior year, principally due to the aforementioned increase in gross profit. Net sales for the nine months ended Sept. 30, 2007, increased by $21.8 million, or 4.9%, to $466.6 million from $444.8 million in the prior year. The sales growth was principally the result of a $16.0 million, or 4.0%, increase in same-center sales in the patient care business, a $2.5 million, or 5.8%, increase in sales of the company's distribution segment, and a $1.8 million increase related to acquired entities. Gross profit for the nine months ended Sept. 30, 2007, increased by $12.0 million to $235.1 million, or 50.4% of net sales, compared to $223.1 million, or 50.1% of net sales, in the first nine months of the prior year. The increase in gross margin was due principally to the increase in sales. Income from operations increased by $4.8 million in the first nine months of 2007 to $48.8 million from $44.0 million in the same period of the prior year due to the increased gross profit, offset by a $6.8 million increase in selling, general and administrative expenses. Net income for the nine months ended Sept. 30, 2007, was $12.3 million compared to the prior year's pro-forma net income of $9.1 million. Including the costs of the refinancing, the net loss applicable to common stock was $8.5 million for the first nine months of 2006. Cash flow from operations was $10.1 million in the third quarter of 2007 compared to the prior year's pro-forma results of $15.9 million. Cash flow from operations for the nine months ended Sept. 30, 2007, was $30.2 million compared to the prior year's pro-forma of $12.9 million. The year-to-date increase was due principally to increased earnings and a reduction in working capital. Commenting on the results, Ivan R. Sabel, chairman and chief executive officer of Hanger Orthopedic Group, remarked, "Our third quarter performance represents the seventh consecutive quarter in which we have met or exceeded First Call consensus estimates. The strong results are a reflection of our continued investment in infrastructure and growth initiatives which will enable us to deliver sustainable growth and to maintain and enhance the growth trends we have demonstrated thus far in 2007. Our patient care business continued its robust performance with same-center sales increases of 4% for the first nine months and exceeding 5% for the third quarter. Our distribution business also accelerated its sales growth with an increase of over 10% in the third quarter. Additionally, Innovative Neurotronics continues to make progress with the WalkAide(R) System by selling more than 1,000 units in just over one year, virtually all through patient pay, and earning the 2007 da Vinci Award, which honors outstanding engineering achievements in adaptive and assistive technology." At Sept. 30, 2007, the company had total debt of $410.9 million and total shareholders' equity of $181.8 million. The company did not disclose information regarding its total assets at Sept. 30, 2007. About Hanger Orthopedic Headquartered in Bethesda, Maryland, Hanger Orthopedic Group Inc. (NYSE: NYSE: HGR) -- http://www.hanger.com/-- provides orthotic and prosthetic patient care services. Hanger owns and operates 629 patient care centers in 45 states and the District of Columbia, with over 3,500 employees including 1060 practitioners. * * * Hanger Orthopedic Group Inc. still carries Moody's Investor Service 'B2' long term corporate family rating which was placed on April 27, 2007. Outlook is stable. HCR HEALTHCARE: S&P Lowers Corporate Credit Rating to B from B+ --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on HCR HealthCare LLC (the name of Manor Care Inc. post- LBO) to 'B' from 'B+' and removed the rating from CreditWatch with negative implications, where it originally was placed on April 12, 2007. The outlook is stable. The ratings were put on CreditWatch after the company announced it had hired a financial advisor to consider strategic alternatives. In addition, Standard & Poor's assigned preliminary bank loan and recovery ratings to HCR HealthCare LLC's proposed $900 million first-lien bank facilities, which consist of a $200 million revolving credit facility and a $700 million senior secured term loan. These facilities are rated 'B', with a recovery rating of '3', indicating the expectation for meaningful (50%-70%) recovery in the event of a payment default. The proceeds will be used as part of a large transaction, which includes the issuance of $4.6 billion CMBS, to finance the acquisition of Manor Care Inc. by the Carlyle Group. Manor Care's existing debt will be refinanced. The ratings on this debt will be withdrawn when the transaction is completed, on or about Nov. 7, 2007. Toledo, Ohio-based Manor Care Inc. will be reorganized into a new corporate structure. The company will be split into an operating company (HCR HealthCare LLC) and a property company, both of which will be wholly owned subsidiaries of Manor Care Inc. The downgrade reflects the resulting credit profile of the pending transaction with The Carlyle Group to take the company private in a transaction valued at $6.3 billion. The transaction, viewed on a consolidated basis, which includes $4.6 billion of CMBS debt at the property company level, greatly reduces credit quality. Manor Care owns and operates 280 nursing homes, 65 assisted living centers, 122 hospice and home health centers, and 85 outpatient therapy clinics. "The rating on HCR reflects the company's significant debt burden and the industry challenges it faces, such as third-party reimbursement risk," said Standard & Poor's credit analyst David Peknay. "The company's strong operating history, reputation for high quality, and moderate geographical dispersion mitigate some of this risk." HILTON HOTELS: Closes Merger Pact with Blackstone Affiliate ----------------------------------------------------------- Hilton Hotels Corporation completed its merger with an affiliate of The Blackstone Group's real estate and corporate private equity funds last week. Pursuant to the terms of the merger agreement, holders of Hilton's common stock will receive $47.50 in cash, without interest, for each share of common stock that they own immediately prior to the effective time of the Merger. As a result of the Merger, Hilton's common stock will cease to trade on the New York Stock Exchange at the close of market and will be delisted. Hilton also announced that, as of 8:00 a.m., New York City time, on Oct. 24, 2007, these principal amounts of its securities had been validly tendered and not withdrawn pursuant to Hilton's cash tender offers for such securities: -- $363.7 million aggregate principal amount of its 7.625% Notes due 2008, -- $129.5 million aggregate principal amount of its 7.200% Notes due 2009, -- $290.7 million aggregate principal amount of its 8.250% Notes due 2011, -- $369.9 million aggregate principal amount of its 7.625% Notes due 2012, -- $145.1 million aggregate principal amount of its 7.500% Notes due 2017, -- $103.6 million aggregate principal amount of its 8.000% Quarterly Interest Bonds due 2031 and -- CLP67,715,000,000 aggregate principal amount of its 7.430% Chilean Inflation-Indexed (UF) Notes due 2009. All securities validly tendered and not withdrawn have been accepted for payment pursuant to the tender offers. As a result of the acceptance of securities for purchase pursuant to Hilton's tender offers, the supplemental indentures to the Indenture dated as of April 15, 1997, by and between Hilton and The Bank of New York Trust Company, N.A., which were previously executed and delivered in connection with the consent solicitations relating to the tender offers, have become operative. In addition, Hilton reported that it had entered into a supplemental indenture to the Indenture dated as of April 22, 2003, by and between Hilton and The Bank of New York Trust Company, N.A., governing Hilton's 3.375% Convertible Senior Notes due 2023, as required by such indenture. This supplemental indenture provides that the Convertible Notes are now convertible into $2,111.11 in cash per $1,000 principal amount of Convertible Notes converted. The Merger, the repayment of certain Hilton indebtedness and the payment of transaction expenses has been financed with $20.6 billion of mortgage and mezzanine debt financing incurred by subsidiaries of Hilton and approximately $5.7 billion of equity invested by investment funds affiliated with The Blackstone Group. The Secured Debt is secured by substantially all of Hilton's consolidated assets and contains significant restrictions on the incurrence of any additional indebtedness by Hilton, including the prohibition of any additional Hilton indebtedness for money borrowed and/or evidenced by bonds, debentures, notes and other similar instruments, other than a limited right for an unsecured financing in an amount of not less than $1.0 billion at Hilton, provided that Hilton makes the election to proceed with such an unsecured financing within 30 days of the Merger. Thereafter, Hilton would not be permitted to enter into such a financing without the unanimous consent of the Secured Debt holders. The proceeds of any Hilton unsecured financing, if completed, would be used to repay an equal amount of the Secured Debt. Acquisition financing was provided by Bear Stearns, Bank of America, Deutsche Bank, Goldman Sachs, Lehman Brothers, Merrill Lynch and Morgan Stanley. These institutions provided the mortgage and mezzanine financing and also served as financial advisors to Blackstone. Simpson Thacher & Bartlett LLP acted as legal advisor to Blackstone. UBS Investment Bank and Moelis Advisors acted as financial advisors to Hilton, and Sullivan & Cromwell LLP acted as legal advisor to Hilton. Headquartered in Beverly Hills, California, Hilton Hotels Corp. -- http://www.hilton.com/-- together with its subsidiaries, engages in the ownership, management, and development of hotels, resorts, and timeshare properties, as well as in the franchising of lodging properties in the United States and internationally, including Australia, Austria, Barbados, Finland, India, Indonesia, Trinidad and Tobago, Philippines and Vietnam. * * * As reported in the Troubled Company Reporter on Oct. 29, 2007, Moody's Investors Service downgraded Hilton Corporation's CFR and senior unsecured ratings to B3 and Caa1, respectively. All of Hilton's ratings will be withdrawn because Moody's believes it lacks adequate information to maintain a rating. Fitch Ratings affirmed and withdrew the debt ratings of Hilton Hotels Corp. The affected ratings include: Issuer Default Rating 'B'/Withdrawn; Senior credit facility 'BB+'/Withdrawn; and Senior notes 'BB+'/Withdrawn. The Negative Rating Watch has been removed. Standard & Poor's Ratings Services withdrew its ratings on Hilton Hotels Corp., including the 'BB-' corporate credit rating, following the close of the company's merger with an affiliate of The Blackstone Group's real estate and corporate private equity funds. In addition, a significant amount of Hilton's outstanding rated securities have been tendered pursuant to its cash tender offers, or are expected to convert pursuant to a supplemental indenture related to the convertible securities. S&P's withdrawal of the 'BB+' rating on the company's senior unsecured issues contemplated the refinancing of these securities. Hilton does not expect to publicly file financial statements going forward. Before its withdrawal, the 'BB-' corporate credit rating was on CreditWatch; it would likely have been lowered to no higher than the 'B' category had it remained in place. HSI ASSET: Fitch Rates $700,000 Class B-5 Certificates at B ----------------------------------------------------------- Fitch has rated HSI Asset Loan Obligation Trust 2007-2, which closes on October 30, 2007, as: -- $440.2 million classes I-A-1, I-A-2, I-A-X, I-A-PO, II-A-1 through II-A-12, II-A-X, II-A-PO, III-A-1 through III-A-9, III-A-X, III-A-PO, A-PO and A-X (senior certificates) 'AAA'; -- $5.7 million class B-1 'AA'; -- $2.7 million class B-2 'A'; -- $1.4 million class B-3 'BBB'; -- $1.4 million class B-4 'BB'; -- $0.7 million class B-5 'B'. The 'AAA' rating on the senior certificates reflects the 2.85% total credit enhancement provided by the 1.25% class B-1, 0.60% class B-2, 0.30% class B-3, 0.30% privately offered class B-4, 0.15% privately offered class B-5, and 0.25% privately offered class B-6 (not rated by Fitch). The ratings reflect the quality of the loans, the integrity of the transaction's legal structure as well as the capabilities of Countrywide Home Loans Servicing LP, HSBC Mortgage Corporation (USA), SunTrust Mortgage, Inc. as servicers, and Wells Fargo Bank, N.A. as servicer and master servicer. Deutsche Bank National Trust Company is the trustee. As of the cut-off date, the collateral pool consists of 709 fixed- rate loans and totals $453,150,484. Approximately 15.06% are interest-only rate mortgage loans. The weighted average original loan-to-value ratio is 67.76%. The average outstanding principal balance is approximately $639,140, the weighted average coupon is 6.327% and the weighted average remaining term to maturity is 294 months. The weighted average credit score is 743. The loans are geographically concentrated in California (26.35%), New York (16.69%) and Florida (7.59%). For federal income tax purposes, multiple real estate mortgage investment conduit (REMIC) elections will be made with respect to the trust estate. HYDRO SPA: Gets Interim Okay to Use Principals' Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida gave Hydro Spa Parts and Accessories, Inc. interim authority to use cash collateral securing its principal's claim. The secured debt of the Debtor is held by the Debtor's principals who were required during early 2006 to retire the secured claim of Fifth Third Bank with their personal funds when that financial institution's secured lending relationship with the Debtor matured. The secured claim consists of three separate obligations, which amounts approximately to $3,042,610. The claim is secured by virtually all assets of the Debtor. The Debtor's schedules list assets for $10,657,077, without regard to actual fair market value. The Debtor obtained authority from the Court to use the cash collateral for: a) care, maintenance, and preservation of the Debtor's assets; b) payment of necessary payroll and other business expenses; c) purchase of goods and services, including inventory; and d) continued business operations. The Court has scheduled a final evidentiary hearing on the cash collateral request on Nov. 2, 2007, at 1:30 p.m. About Hydro Spa Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories, Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and spa equipment and accessories. The Debtor filed for Chapter 11 protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616). John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M. Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in its restructuring efforts. Foley & Lardner LLP represents the Official Committee of Unsecured Creditors appointed in the Debtor's in the Chapter 11 case. When the Debtor filed for protection from its creditors, it listed total assets of $10,659,077, and total liabilities of $13,611,578. HYDRO SPA: Files Chapter 11 Plan of Reorganization in Florida ------------------------------------------------------------- Hydro Spa Parts and Accessories, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida its Chapter 11 Plan of Reorganization and a Disclosure Statement explaining that plan. Treatment of Claims The Debtor estimates that the aggregate total of administrative claims will range from $220,000 to $560,000, while priority tax claims amount to approximately $1,579. Both administrative expense claims, priority tax claims, and priority claims will be paid to equal to each claim's allowed amount. Each holder of priority tax claims will receive from the Debtor deferred cash payments over a period not exceeding six years after the date of each claim's assessment. Holders that are parties to executory contracts or unexpired leases that are expressly assumed and assigned will not be permitted any recovery under the plan. Holders whose contracts are rejected will be treated as Class 4 creditors, and will be permitted to receive a distribution pro rata on the allowed claim of each, with all other creditors in this Class 4 from an escrow to be administered by the reorganization trustee. Holders that are parties to executory contracts and unexpired leases that were reject after bankruptcy filing, but that give rise to priority claims, will be paid an amount equal to its allowed amount. Each holder of Class 4 general unsecured claims will receive a pro rata distribution on its allowed claim with all other creditors in Class 4. The anticipated unsecured claims are in the approximate aggregate amount of $10,567,399, most of which are undisputed by the Debtor. Wiley Brothers' Claims and Equity Interests Brian K. Wiley, Robert M. Wiley, and Charles S. Wiley obtained a secured claim upon the pay off of a Fifth Third Bank secured claim. The holders will receive cash payments equal to its present value on the effective date of the plan, together with interest and attorney's fees. No distribution will be made on the Wiley Brothers secured claim until such time as the rights and intere3st of the Wiley Brothers have been adjudicated in a declaratory relief proceeding. The Debtor estimates the Wiley Brothers secured claim is approximately $3,042,600, exclusive of accrued late fees, interest, and attorney's fees. Additionally, the Wiley Brothers possess equity interests, representing all equity interests held by all holders of the Debtor's existing common stock. Under the Plan, the equity interest will receive their pro rate share, if any, of estate assets after satisfaction in full of all allowed secured claims, allowed priority claims, and allowed unsecured claims. All existing stock options will be deemed cancelled without any further action by any party. Appointment of Reorganization Trustee No later than 10 days prior to the plan confirmation hearing, the Debtor will select a proposed reorganization trustee to act pursuant to the plan and the confirmation order. On the effective date of the plan, all property of the estate shall re-vest in the reorganized Debtor. The Debtor's liquidation efforts will be subject to the sole and exclusive responsibility of the reorganization trustee. The trustee will have the rights as "client" to: a) investigate and pursue claims; b) to retain and direct the affairs of counsel; c) to direct all litigation contemplated under the Plan; d) to compromise and settle claims; e) to dismiss claims; f) to object to claims asserted by the creditors; and g) to otherwise act in a manner consistent with the plan. About Hydro Spa Based in St. Petersburg, Florida, Hydro Spa Parts and Accessories, Inc. -- http://www.hydrospa.com/-- sells bathroom, hot tub, and spa equipment and accessories. The Debtor filed for Chapter 11 protection on Sept. 19, 2007 (Bankr. M.D. Fla. Case No. 07-08616). John A. Anthony, Esq., John I. Van Voris, Esq., and Stephenie M. Biernacki, Esq., at GrayRobinson, P.A., represent the Debtor in its restructuring efforts. Foley & Lardner LLP represents the Official Committee of Unsecured Creditors appointed in the Debtor's in the Chapter 11 case. When the Debtor filed for protection from its creditors, it listed total assets of $10,659,077, and total liabilities of $13,611,578. JACKSON 2006-II: Moody's Slashes Rating on $5 Million Notes ----------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Jackson 2006-II Segregated Portfolio: Class Description: $5,000,000 Variable Floating Rate Notes Due 2046 Prior Rating: A2 Current Rating: B3, on review for possible downgrade According to Moody's, the rating action reflects the deterioration in the credit quality of the transaction's underlying reference portfolio, consisting primarily of structured finance securities. JACKSON 2006-IIA: Moody's Lowers Rating on $50 Million Notes ------------------------------------------------------------ Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Jackson 2006-IIA Segregated Portfolio: Class Description: $50,000,000 Variable Floating Rate Notes Due 2046 Prior Rating: A2 Current Rating: B3, on review for possible downgrade According to Moody's, the rating action reflects the deterioration in the credit quality of the transaction's underlying reference portfolio, consisting primarily of structured finance securities. JACKSON 2006-III: Moody's Junks Rating on $12 Million Notes ----------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Jackson 2006-III Segregated Portfolio: Class Description: $12,000,000 Variable Floating Rate Notes Due 2046 Prior Rating: Baa1 Current Rating: Caa1, on review for possible downgrade According to Moody's, the rating action reflects the deterioration in the credit quality of the transaction's underlying reference portfolio, consisting primarily of structured finance securities. JACKSON 2006-IV: Moody's Junks Rating on $33 Million Notes ---------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Jackson 2006-IV Segregated Portfolio: Class Description: $33,000,000 Variable Floating Rate Notes Due 2046 Prior Rating: Baa3 Current Rating: Caa2, on review for possible downgrade According to Moody's, the rating action reflects the deterioration in the credit quality of the transaction's underlying reference portfolio, consisting primarily of structured finance securities. JACKSON 2006-V: Moody's Junks Rating on EUR26.7 Million Notes ------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Jackson 2006-V Segregated Portfolio: Class Description: EUR26,787,794 Variable Floating Rate Notes Due 2046 Prior Rating: Ba2 Current Rating: Caa3, on review for possible downgrade According to Moody's, the rating action reflects the deterioration in the credit quality of the transaction's underlying reference portfolio, consisting primarily of structured finance securities. JAYS FOODS: Public Sale of Assets Scheduled on November 30 ---------------------------------------------------------- Jays Foods Inc. and Select Snacks Inc. obtained authority from the United States Bankruptcy Court for the Northern District of Illinois to sell substantially all of their assets for $24,850,000, subject to higher and better offers. Auction of the assets will take place on Nov. 30, 2007, 11:00 a.m., Central Time, at the offices of Winston & Strawn LLP, 35 West Wacker Drive, in Chicago, Illinois. To participate in the auction, bids must have a cash component of at least $25,700,000, with 5% of the amount to be deposited in an escrow account. The Court approved a 3% break up fee in the event any stalking horse offer is outbid by a competing bidder. A hearing to consider results of the sale has been set for Dec. 4, 2007, at 10:30 a.m. Central Time. Objections to the approval of the sale, if any, are due Nov. 28. Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/-- wholesales confectionery products and manufactures snack chip products. Jays Foods leases real property, and owns certain equipment, in Chicago, Illinois where it operates a manufacturing facility that makes snacks mostly under the Jays, O-KE-DOKE and Krunchers brand names. Jays is 100% owned by Jays Holding Company, Inc. The company, then known as Jays Food LLC, first filed for chapter 11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04- 08681). David Missner, Esq., Marc I. Fenton, Esq. and Thomas Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor. In the March 2004 case, a Section 363 sale took place and most of the assets of former Jays Foods were sold to Jays Foods Acquisition Inc., predecessor to Jays Foods Inc. The March 2004 case was closed on or about March 9, 2007. Select Snacks Inc., on the other hand, owns real property, improvements and equipment in Jeffersonville, Indiana where it operates a manufacturing facility that makes private label and co- manufactured snacks for its customers. Select Snacks is 100% owned by Select Snacks Holdings Company, Inc. Both Select Holding and Jays Holding are 100% owned by Ubiquity Brands LLC. As of the Oct. 11, 2007, the Debtors had approximately 943 employees of which Select has 262 (211 union employees and, 51 non-union employees) and Jays has 681 total employees (236 union employees and 445 non-union employees). Jays Foods and Select Snacks filed voluntary chapter 11 petitions on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and 07-18769). Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T. Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP, represent the Debtors. Kurtzman Carson Consultants LLC is the Debtors' claims processing agent. Jeffrey N. Pomerantz, Esq., and Jeffrey W. Dulberg, Esq. at Pachulski Stang Ziehl & Jones LLP are the proposed counsel for Official Committee of Unsecured Creditors. When they sought protection from their creditors, they listed assets and debts between $10 million and $50 million. KAN-TEX STEAKHOUSE: Case Summary & 26 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Kan-Tex Steakhouse, Inc. dba Ponderosa Steak House 222 East Diamond Drive Salina, KS 67401 Bankruptcy Case No.: 07-41503 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Kan-Tex Culinary, L.L.C. 07-41504 Type of Business: The Debtors own and manages steakhouses. See http://ponderosasalina.com/ Chapter 11 Petition Date: October 30, 2007 Court: District of Kansas (Topeka) Debtors' Counsel: David R. Klaassen, Esq. 2649 6th Avenue Marquette, KS 67464 Tel: (785) 546-2358 Estimated Assets Estimated Debts ---------------- --------------- Kan-Tex Steakhouse, Inc. $1 Million to $1 Million to $100 Million $100 Million Kan-Tex Culinary, L.L.C. $1 Million to $1 Million to $100 Million $100 Million A. Kan-Tex Steakhouse, Inc's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bennington State Bank Loan $1,043,877 P.O. Box 1280 Salina, KS 67402-1280 District Counsel Loan $719,562 U.S. Small Business Administration Lucas Place, 323 West 8th Street, Suite 501 Kansas City, MO 64105 Saline County Treasurer Real estate taxes $39,340 300 West Ash, Room 214 P.O. Box 5040 Salina, KS 67402-5040 Personal property $9,616 Kansas Department of Retail sale taxes $21,320 Revenue Norton Wasserman Jones et Attorney fees and $18,654 al expenses Internal Revenue Service Employment taxes $17,257 The Lamar Companies Advertising $12,730 Frazier Brothers Plumbing & Contract work $12,390 Contracting Bank of America Credit card $11,850 charges Duis Meat Processing, Inc. Meat $6,263 Farmers Cooperative Supplies $5,675 Association Westar Energy Utilities $5,337 Salina Journal Advertising $5,233 George Lay Signs, Inc. Signs $4,970 Division of Employment Unemployment $4,824 Security taxes P.F.D. Supply Dairy products $3,895 Strongs Insurance, Inc. Insurance $3,415 Luminous Neon, Inc. Advertising signs $3,054 Bramlage Investments $2,750 B. Kan-Tex Culinary, LLC's Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bennington State Bank $1,043,877 P.O. Box 1280 Salina, KS 67402-1280 District Counsel Loan $719,563 U.S. Small Business Administration Lucas Place 323 West 8th Street Suite 501 Kansas City, MO 64105 Saline County Treasurer Real estate taxes $39,340 300 West Ash, Room 214 P.O. Box 5040 Salina, KS 67402-5040 Personal property $9,616 taxes Frazier Brothers Plumbing & Contract work $12,390 Contracting Robert L. Baer Attorney fees and Unknown expenses Robertson Cabinets, Inc. Cabinet work Unknown S.C.K.E.D.D. Loan Unknown KITTY HAWK: Court Approves Andrews Kurth as Bankruptcy Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas gave Kitty Hawk Inc. and debtor-affiliates authority to employ Andrews Kurth LLP as their bankruptcy counsel As counsel, Andrews Kurth is expected to: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued operations of their businesses and management of their properties; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the estates; (c) prepare on behalf of the Debtors, all necessary motions, applications, answers, orders, reports, and papers in connection with, and required for, the orderly administration of the estates; (d) negotiate and document any transactions relating to the sale or disposition of any assets of the Debtors; (e) negotiate and prepare, on behalf of the Debtors, a disclosure statement, plan of reorganization and all related documents; and (f) perform any and all other legal services for the Debtors in connection with their chapter 11 cases that the Debtors determine are necessary and appropriate. The Debtors disclose that the firm has received a $140,000 retainer. Andrews Kurth has agreed that it is not subject to any "carve-out" from Laurus Master Fund, Ltd., and further agreed that it will not be entitled to receive any payment for services rendered until Laurus has been paid in full. The Debtors tell the Court that hourly billing rates at the firm range from $180 to $785 for attorneys and $85 to $205 for paralegals. Specifically, the professionals who will be responsible for these matters are: Professional Hourly Rate ------------ ---------- Paul N. Silverstein, Esq. $785 Jason S. Brookner, Esq. $545 Monica S. Blacker, Esq. $475 Jonathan I. Levine, Esq. $460 Gogi Malik, Esq. $385 To the best of the Debtors' knowledge and belief, the firm does not hold any interest adverse to the Debtors or their estates. Mr. Silverstein can be reached at: Paul N. Silverstein Andrews Kurth LLP 450 Lexington Avenue New York NY 10017 Tel: (212) 850-2819 Fax: (212) 813-8158 http://www.akllp.com/ About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. KITTY HAWK: Has Until November 14 to File Schedules and Statement ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas gave Kitty Hawk Inc. and debtor-affiliates until Nov. 14, 2007, to file their schedules of assets and debts and statement of financial affairs. The Debtors tell the Court that they are a large and complex enterprise with operations in multiple locations throughout the world. The Debtors are comprised of four affiliated debtor estates with aggregate debts in excess of $30 million. In the weeks leading up to their bankruptcy filing, the Debtors say that their key business personnel have been working diligently to prepare for a successful bankruptcy proceeding. However, the Debtors were faced with numerous tasks that had to be completed prior to focusing on the schedules. The Debtors further say that because of the myriad of important business issues they have had to address leading up to these bankruptcy filings, the Debtors have not had the necessary resources available to review the volumes of material that are necessary to create meaningful and accurate schedules by the dates required by Bankruptcy Rule 1007. About Kitty Hawk Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) -- http://www.kittyhawkcompanies.com/-- is a holding company providing corporate planning and administrative services. It operates through its three wholly owned bankrupt subsidiaries, Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank. N.D. Tex. Case No. 00-42141). On Aug. 5, 2002, the Court confirmed the Debtor's Plan which became effective on Sept. 30, 2002. The Debtor, along with four affiliates, filed new voluntary chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos. 07-44536 to 07-44540). Gogi Malik, Esq., and Jason S. Brookner, Esq., at Andrews & Kurth, LLP, represent the Debtors. The Official Committee of Unsecured Creditors has selected Munsch, Hardt, Kopf & Harr, P.C., as its counsel. As of Aug. 31, 2007, the Kitty Hawk's balance sheet showed total assets of $40 million and total liabilities of $31 million. LAFAYETTE NEIGHBORHOOD: Wants David Rosenthal as Counsel -------------------------------------------------------- Lafayette Neighborhood Housing Services asks the U.S. Bankruptcy Court for the Northern District of Indiana for permission to employ David A. Rosenthal, Esq., of Lafayette, Indiana, as its bankruptcy counsel. As counsel, Mr. Rosenthal will: a. give the Debtor legal advice with respect to the powers and duties as debtor-in-possession in the continued operation of the business; b. prepare on behalf of the Debtor the necessary applications, answers, orders, reports and other legal papers; c. perform all other legal services for the Debtor which may be necessary; and d. advise, consult and attend necessary meetings to refinance the existing debts or obtain necessary credit. The Debtor relates that Mr. Rosenthal will bill $250 per hour for this engagement. Mr. Rosenthal discloses that he is the standing Chapter 13 Trustee for the Northern District of Indian, Hammond Division, but has no further relationship with the U.S. Trustee. Mr. Rosenthal assures the Court that he does not represent any interest adverse to the Debtors or its estates. Headquartered Lafayette, Indiana, Lafayette Neighborhood Housing Services -- http://www.nhslaf.org/-- is a community based, non- profit partnership with many programs designed to benefit the residents of Lafayette. LNHS filed for chapter 11 protection on Oct. 12, 2007 (Bankr. N.D. Ind. Case No. 07-40572). David A. Rosenthal, Esq., in Lafayette, Indiana, represents the Debtor. When the Debtor filed for protection from its creditors, it listed total assets of $7,318,668 and total debts of $16,875,249. MAGNOLIA FINANCE: Moody's Cuts Rating on Series 2006-8DU Notes -------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Magnolia Finance II Series 2006-8DU: Class Description: Series 2006-8DU USD 50,500,000 ABS Portfolio Variable Rate Notes due November 2044 Prior Rating: A2 Current Rating: Ba2, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. MAGNOLIA FINANCE: Moody's Lowers Rating on Series 2006-8DG Notes ---------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Magnolia Finance II Series 2006-8DG: Class Description: Series 2006-8DG GBP 5,000,000 ABS Portfolio Variable Rate Notes due November 2044 Prior Rating: A2 Current Rating: Ba2, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8F Notes --------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Magnolia Finance II Series 2006-8F: Class Description: Series 2006-8F USD 5,000,000 ABS Portfolio Variable Rate Notes due November 2044 Prior Rating: Baa3 Current Rating: Caa3, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. MAGNOLIA FINANCE: Moody's Junks Rating on Series 2006-8E Notes -------------------------------------------------------------- Moody's Investors Service has downgraded and left on review for possible downgrade these notes issued by Magnolia Finance II Series 2006-8E: Class Description: Series 2006-8E USD 20,000,000 ABS Portfolio Variable Rate Notes due November 2044 Prior Rating: Baa2 Current Rating: Caa2, on review for possible downgrade According to Moody's, the rating action is the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. MICHELE PINO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Michele R. Pino 6221 West Rose Garden Lane Glendale, AZ 85308 Bankruptcy Case No.: 07-05715 Chapter 11 Petition Date: October 30, 2007 Court: District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Allan D. Newdelman, Esq. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Fax: (602) 277-0144 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million The Debtor did not file a list of its 20 largest unsecured creditors. MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2 Mil. Certificates ---------------------------------------------------------------- Fitch Ratings has upgraded Morgan Stanley Capital I Inc., series 2006-XLF, commercial mortgage pass-through certificates as: -- $23.7 million class G to 'AAA' from 'AA+'; -- $23.7 million class H to 'AA+' from 'AA'. Additionally, Fitch has affirmed these classes: -- $895,793 class C at 'AAA'; -- $38 million class D at 'AAA'; -- $69.5 million class E at 'AAA'; -- $23.7 million class F at 'AAA'; -- Interest-only class X-1 at 'AAA'; -- Interest-only class X-2 at 'AAA'; -- $23.3 million class J at 'A'; -- $6.8 million class K at 'BBB+'; -- $18.5 million class L at 'BBB'; -- $27.8 million class M at 'BBB-'; -- $11 million class N-LAF at 'A-'; -- $9.2 million class N-RQK at 'BBB-'; -- $2 million class N-SDF at 'BB+'; -- $8 million class O-LAF at 'BBB-'. Classes A-1, A-2, B, and N-W40 have paid in full. The rating upgrades are due to 52.5% paydown since the last rating action. As of the October 2007 remittance date, the transaction's principal balance had decreased to $286 million from $1.6 billion at issuance. Seven of the original fourteen loans have paid in full. All of the remaining loans maintain investment grade shadow ratings. The largest loan in the transaction is the $61 million (21.3%) loan on the Lafayette Estates multifamily housing complex in The Bronx, New York City. The interest-only loan matures on Jan. 9, 2008. The collateral consists of 1,872 rental apartments that are undergoing conversion to individually-owned co-operative units. The second-largest loan in the transaction is the $53.3 million (18.6%) loan secured by Infomart, a 1.2 million square foot (sf) office/telecom building located in Dallas, Texas. The collateral's performance has improved since issuance. As of August 2007, occupancy had increased to 89.7%, up from 73% at issuance. The Fitch-stressed debt service coverage ratio on the trust balance as of Year End 2006 was 1.45 times, compared to 1.35x at issuance. The Fitch DSCR is calculated using servicer provided net operating income less required reserves divided by debt service payments based on the current balance using a Fitch stressed refinance constant. The Informart loan matures on May 9, 2009. The third-largest loan is the $50.5 million (17.7%) loan secured by Market Post Tower, a 309,579 sf office/telecom building located in San Jose, California. Occupancy is stable -- at issuance, the building was 95.1% occupied. As of August 2007, occupancy was 96%. However, the building's largest tenant's lease expires in February 2008. The Fitch-stressed DSCR on the trust balance was 1.47x as of YE 2006, compared to 1.41x at issuance. The loan's initial maturity date of Nov. 9, 2007 has been extended by one year. The fourth-largest loan in the pool is secured by the ResortQuest Kauai (15.1%) resort located in Kauai, Hawaii. The 311-key resort is still in its stabilization period, and had a negative servicer- reported cash flow as of June 30, 2007. Fitch continues to monitor the loan's performance. MOVIE GALLERY: Wants to Establish De Minimis Asset Sale Procedures ------------------------------------------------------------------ Movie Gallery, Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Eastern District of Virginia to approve procedures for the expedited sale of de minimis assets. The Debtors are currently in possession of certain assets of insignificant or otherwise minimal value. The Debtors further anticipate that throughout their Chapter 11 cases, additional property will be rendered obsolete, unnecessary or burdensome as a result of operational restructuring initiatives, including potential lease rejections. The Debtors expect that they will continue to identify assets of relatively insignificant or otherwise minimal value, including owned real property, that are or may become unnecessary to their future operations. The number of De Minimis Assets will undoubtedly increase as the Debtors continue to reorganize. The Debtors have routinely sold or disposed of De Minimis Assets in the ordinary course of business prior to the Petition Date. The Debtors also seek authority to abandon De Minimis Assets under Section 554 of the Bankruptcy Code if they determine in their sound business judgment that such an abandonment would be in the best interest of their estates. The Debtors contend that the proposed Procedures will reduce administrative expenses that might otherwise eliminate value available from De Minimis Assets, if any, and facilitate the Debtors' swift reorganization. For De Minimis Asset Sales that would realize net proceeds between $250,000 and $1,000,000, the Debtors will serve parties- in-interest sufficient notice of any potential sale to give the interested parties an opportunity to object. For De Minimis Asset Sales that would realize proceeds less than or equal to $250,000, the Debtors seek permission to consummate the transaction without further notice or Court order. A full-text copy of the proposed De Minimis Asset Sale and Abandonment Procedures is available for free at: http://researcharchives.com/t/s?24aa About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kurtzman Carson Consultants LLC. The U.S. Trustee for Region 4 appointed an Official Committee of Unsecured Creditors in the Debtors' bankruptcy proceedings on October 18. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) MOVIE GALLERY: Wants to Reject 70 Unexpired Store Leases -------------------------------------------------------- Movie Gallery, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to reject 70 unexpired leases and subleases for various store premises. The Debtors lease or sublease store premises from numerous lessors. The terms of the leases range from one month to two years. Generally, the lease payments for the leases range from $28,400 to $304,250 per year. The Debtors either have ceased or are in the process of ceasing operations at a number of store locations as part of their restructuring efforts. In considering their options with respect to the leases prior to, and after, the date of bankruptcy filing, the Debtors evaluated the possibility of assigning the leases or subleases, or subleasing certain store locations. The Debtors have determined that the transactional costs and postpetition occupancy costs associated with marketing the leases exceed any marginal benefit received from potential assignments or subleases. In addition to their obligation to pay rent under the leases, the Debtors also are obligated to pay for associated real estate taxes, utilities, insurance and other charges. The Debtors have examined the costs associated with their obligation to pay rent under the Vacant Store Leases and estimate that the annual net cost to the Debtors is roughly $8,100,000 per year. The Debtors have determined in their business judgment that those costs, with the concomitant costs of operating the locations, constitute an unnecessary drain on their resources. The Debtors believe that the rejection of the leases is in the best interests of the Debtors, their estates and their creditors. A schedule of the leases to be rejected and the proposed effective rejection dates is available for free at: http://researcharchives.com/t/s?24a8 About Movie Gallery Based in Dothan, Alabama, Movie Gallery Inc. -- http://www.moviegallery.com/-- is a home entertainment specialty retailer. The company owns and operates 4,600 retail stores that rent and sell DVDs, videocassettes and video games. The company and its debtor-affiliates filed for Chapter 11 protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to 07-33853. Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors. Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak Rock LLP, serve as the Debtors' local counsel. The Debtors' claims & balloting agent is Kurtzman Carson Consultants LLC. The U.S. Trustee for Region 4 appointed an Official Committee of Unsecured Creditors in the Debtors' bankruptcy proceedings on October 18. When the Debtors' filed for protection from their creditors, they listed total assets of $891,993,000 and total liabilities of $1,419,215,000. (Movie Gallery Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) NATURADE INC: Wants Modified Reorganization Plan Approved --------------------------------------------------------- Naturade Inc. asks the U.S. Bankruptcy Court for the Central District of California to approve a modified Chapter 11 Plan of Reorganization intended to facilitate the company's exit from bankruptcy, Bill Rochelle of Bloomberg News reports. The Debtor's Plan, co-proposed by creditor Health Holdings & Botanicals LLC, was confirmed by the Court in March 2007. Bloomberg News relates that under the confirmed plan, Redux Holdings Inc., who owns approximately 50% of Naturade, will retain its stock in the Debtor by making a new $1.5 million investment. Consequently, Bloomberg News adds, Redux was unable to obtain financing, Naturade failed to sell the company, thus prompting Naturade to negotiate a modified Plan where Redux will invest $1.2 million in the company. The Debtor's balance sheet at June 30, 2007, showed $1,567,515 in total assets, $13,101,934 total liabilities and $6,970,000 redeemable convertible preferred stock, resulting in an $18,504,419 stockholders' deficit. Based in Brea, California, Naturade Inc. (OTC BB:NRDCE.OB) -- http://www.naturade.com/-- distributes nutraceutical supplements. The company filed for chapter 11 protection on Aug. 31, 2006 (Bankr. C.D. Calif. Case No. 06-11493). Richard H. Golubow, Esq., Robert E. Opera, Esq. and Sean A. O'Keefe, Esq., at Winthrop Couchot P.C., in Newport Beach, California, represent the Debtor. When the Debtor filed for protection from its creditors, it listed assets of $10,255,402 and debts of $18,427,161. NEUMANN HOMES: Bankruptcy Filing Still Up in the Air ---------------------------------------------------- Neumann Homes Inc. still has to file for bankruptcy one week after saying that it planned to. As reported in the Troubled Company Reporter on Oct. 24, 2007, the company said that it planned to seek Chapter 11 protection after it failed to keep up payments for its eight creditor banks. The company cited the housing decline in Detroit, Chicago and Denver, its three largest markets as the source of its problems. The homebuilder had recently shut down its offices and dismissed 110 of its 130 employees. Beleaguered Chicago-area builder Neumann Homes remained Monday in what several bankruptcy experts said was an unusual situation: on the verge of filing for Chapter 11, but not there yet. The company says that it is still in discussions with eight lenders and thus will be unable to know when the bankruptcy petition will be filed, Mary Umberger of the Chicago Tribune reports citing an interview with CEO Kenneth P. Neumann. CEO Neumann further stated that the tentative plans will allow that company to finish homes currently under construction, the Chicago Tribune adds. Mr. Neumann added that 10-year warranties on completed homes will continue to be honored by a third-party company but one-year warranties were in doubt, the report says. Mr. Neumann also said that the lenders have agreed to honor the request to place $4.2 million with a title company in order to pay tradesmen who have rendered services, the report further says. Bankruptcy Experts' Comments Citing bankruptcy experts, the report adds that the delay in the filing leaves consumers with Neumann contracts hanging. According to Anthony Sabino, Esq., bankruptcy attorney and St. John's University professor of law, the delay is unheard of since a bankruptcy is typically carefully coordinated, the report adds. A company usually doesn't give out a press release until after the filing of the petition, Mr. Sabino adds. Tom Nohel, Loyola University Chicago associate professor of finance, says that the homebuilder could be planning a prepackaged rreorganization but shouldn't have said that they were filing, the Chicago Tribune discloses. Mark Fisher, Esq., at Schiff Hardin LLP, however says differently. Mr. Fisher says that the company is probably trying to get things in order, the report further relates. Headquartered in Warrenville, Illinois, Neumann Homes Inc. -- http://www.neumannhomes.com/-- develops and builds residential real estate throughout the Midwest and West. The company is an active builder in the Chicago area, southeastern Wisconsin, Colorado, and Michigan. It has built more than 11,000 homes in some 150 residential communities. NOVAMERICAN STEEL: Moody's Puts Corporate Family Rating at B2 ------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to Novamerican Steel Finco Inc. At the same time, Moody's assigned a B2 probability of default rating, a B3 rating to the company's proposed $315 million of senior, secured notes and an SGL-2 speculative grade liquidity rating. Proceeds from the notes issuance, together with approximately $68 million of borrowings under the company's revolving credit facility will be used to help finance the purchase of Novamerican by Symmetry Holdings Inc., a special purpose acquisition company formed in 2006 to acquire operating businesses. The balance of the purchase price will be met by an equity infusion from Symmetry. The net purchase price will be approximately $494 million. This is Symmetry's first acquisition. The rating outlook is stable. This is the first time Moody's has rated Novamerican. Novamerican's B2 corporate family rating reflects: a) the company's high degree of financial leverage following its acquisition by Symmetry (over 6.0x on a pro-forma basis for LTM 9/30/2007, using Moody's standard adjustments) and the corollary reduction in financial flexibility, b) its substantial interest burden relative to earnings capacity, c) its sizeable automotive exposure (roughly 24% of revenues in 2006), and d) its modest scale, and limited free cash flow relative to outstanding debt. In addition, the rating considers the company's dependency on strong volume growth over the next several years, predicated on increased system-wide capacity utilization and new market share gains, to achieve meaningful cash generation to apply to material levels of debt reduction. Moody's views attainment of this degree of growth as challenging given the cyclical nature of the underlying business, steel processing and distribution, and the degree of tolling business (roughly 49% of 2006 tons sold) currently within the overall business footprint. While Moody's views the tolling business as providing a level of margin and earnings stability and no input cost price risk, upside earnings growth potential is seen as limited given fixed fee on material processed structure of this portion of the business. Additionally, the company's cash flow generation could be restrained by working capital needs associated with volume or revenue growth. Positive factors supporting the ratings acknowledge Novamerican's position as a well positioned supplier of value-added steel processing in the northeastern U.S. and Canada as well as its supplemental positions in tubing, distribution, and, to a limited degree, manufacturing, its ability to pass through most of the cost pressures resulting from changes in raw material prices, principally carbon steel, and its long-term relationships with its customer base. In addition, Novamerican has relatively modest capital expenditure requirements. The stable outlook captures Moody's expectation that Novamerican's performance over the next 12 months will continue to remain acceptable, supported by reasonable demand levels from its key end markets, including automotive, service centers, and manufacturing. Moody's also expects that Novamerican will look to reduce its outstanding revolver balance with free cash flow over the near- term although Moody's expects the degree of reduction to be relatively moderate. In addition, the outlook reflects Moody's view that the company will manage its acquisition strategy within the context of its internal resources until debt is reduced to a more comfortable level given the cyclical nature of the industry in which the company competes. Novamerican is expected to generate operating margins in the mid to high single digit range, maintain Debt/EBITDA above 4.5x, and remain modestly free cash flow generative over the next twelve to fifteen months. The B3 rating on the notes reflects the application of Moody's loss given default methodology and considers the position of the notes behind the collateral supporting the company's $175 million secured revolving credit bank facility, and the deficiency level of the first priority collateral relative to the amount of the note issue. The notes will be guaranteed by Symmetry and its domestic subsidiaries with the guarantees secured by a first priority interest in plant, property and equipment and intangible assets, a first priority interest in the stock of Symmetry's domestic subsidiaries and in 66% of the stock of its foreign subsidiaries. In addition, the notes will be secured by a first priority interest in an intercompany note from Novamerican's Canadian subsidiary, Novamerican Steel Inc. (Steel), which note is secured by a first priority interest in Steel's plant property and equipment and intangibles and a second priority interest in the collateral securing the asset-based revolver. The pledged amount of the intercompany note and its collateral and the pledged amount of the capital stock are limited to roughly 20% of the principal amount of the notes. The notes will have a second priority interest in the collateral securing the asset based bank revolver. Novamerican's SGL-2 rating reflects the company's good liquidity position, characterized by moderately positive earnings and cash flow generation capacity, modest capital spending requirements, near-term opportunities for working capital reduction, and adequate availability under its revolving credit facility. However, Novamerican's liquidity should remain constrained somewhat by the increased interest burden following the debt issuances, with a pro forma annual run rate interest expense of around $40 million. Novamerican's tolling agreements should also provide additional stability to performance and minimize the impact of volatile carbon steel prices and other potential cost pressures. The company has no material debt maturities until 2012. Novamerican has sufficient availability under its new 5-year $175 million senior secured asset based facility (not rated by Moody's), which has an estimated borrowing availability, after the acquisition, of around $73 million, adjusted for L/C usage. The facility is available to Novamerican and to its Canadian subsidiary Novamerican Steel, Inc. (Steel). Borrowings by Novamerican are guaranteed by Symmetry and its domestic subsidiaries while borrowings by Steel are guaranteed by Steel's Canadian subsidiaries. The facility is secured by receivables, inventory, cash and deposit accounts. The revolving credit facility also has a second priority interest in the collateral securing the notes. The agreement contains only one financial covenant, a fixed charge coverage ratio of at least 1.0:1.0, which is only operative if availability is less than $20 million. At closing, drawings under this facility are expected to be around $68million. Assignments: Issuer: Novamerican Steel Finco Inc. * Corporate Family Rating, Assigned B2 * Probability of Default Rating, Assigned B2 * Speculative Grade Liquidity Rating, Assigned SGL-2 * Senior Secured Regular Bond/Debenture, Assigned B3, LGD 4, (68%) Headquartered in LaSalle, Quebec, Canada, Novamerican processes and distributes carbon steel, stainless steel, and aluminum products primarily in the U.S. and Canada. In 2006, the company processed 1.7 million tons of steel and generated revenues of $841 million. NYU HOSPITALS: Moody's Rates Upcoming $95 Mil. Bond Issue at Ba2 ---------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to NYU Hospitals Center's upcoming $95 million bond issue to be issued by the Dormitory Authority of the State of New York. The outlook is positive. Use of Proceeds: This new money financing funds: (i) renovation projects and equipment purchases including the renovation of the Schwartz Health Care Center to create a short-stay unit; (ii) the modernization and upgrade of the critical care units at Tisch Hospital; (iii) improvements and upgrades to the HVAC system; (iv) construction of a new Ambulatory Surgery Center; (v) the installation of new emergency power generators; and (iv) the construction of the Cardiac and Vascular Center. Legal Security: The Series 2007B Bonds will be jointly secured by a pledge of gross receipts and a mortgage of all health care facilities of NYUHC and will be on parity with the Series 2000D, 2006A and 2006B (taxable) bonds, Series 2007A and a note payable to New York University. Sale/leaseback transactions that may include a portion of the mortgaged property are permitted. Long term debt service coverage ratio of at least 1.10 times. A debt service reserve fund will be established. NYUHC withdrew from the Mount Sinai NYU Health Obligated Group (MSNYU) in 2006 and remains a subsidiary of the inactive MSNYU Health System pending the approval of the New York Board of Regents to substitute New York University as the sole corporate member of NYUHC. Interest Rate Derivatives: In connection with the 2000D bonds ($54.5 million), NYUHC entered into a fixed payer swap at a rate of 4.413% relative to LIBOR expiring in March 2008. In connection with a working capital loan ($15.0 million), NYUHC entered into two separate fixed payer swaps a rate of 4.4% relative to LIBOR expiring in December 2007. Strengths * Integrated academic medical center provides opportunities to grow market share in the fragmented New York City market as an independent entity. Move towards a medical center model is expected to better align the functions of recruitment, operations and philanthropy between the hospital and school of medicine. * Programmatic growth aiding physician recruitment and volume. Designated centers of excellence in cancer, cardiovascular, children's' services, musculoskeletal and neurosciences are growing and generate profit margins. * Improved contracting ability as an independent organization has resulted in increased revenue from payers. *Much improved financial performance with cashflow demonstrating steady increases over a multi-year period. * Much improved increase in liquidity although absolute cash is modest for a hospital of this size and stature. Challenges * Very weak balance sheet indicators, characterized by modest cash and high debt load. Cash balances expected to improve on an absolute basis, but days' cash on hand is not expected to improve until at least 2010. * Series 2007B bonds increases debt by 23.5% and stresses already weak balance sheet ratios. Debt service coverage expected to hover around 2.0 times though the long term. * Future debt in the longer term could be material and would finance a new clinical building. * Fragmented New York City market highlighted by the ability of physicians to change referral patterns and move volume within the market. Recruitment of significant number of physicians critical to meeting volume growth targets in key service lines. * New CEO and senior management team replaces long-tenured, retired CEO and will require cultural change to move new vision for delivery of care and research forward. * Integration of NYUHC and the NYU School of Medicine into a more aligned academic medical center will include cash transfer to NYU School of Medicine to fund shared programs that will limit NYUHC balance sheet gains beginning in FY2008. Market Position/Competitive Strategy: Bonds to Address Facility Needs in Light of Increasing Volume Trends NYU Hospital Center's strategy to integrate basic and translational research into its inpatient and outpatient care has helped solidify its market position on the East Side of Manhattan. Emphasis on certain key services as centers of excellence has contributed to strong physician recruitments and increasing utilization trends for these key services which also produce a margin. Oncology, cardiovascular, children's services, musculoskeletal (NYUHC merged with 190-bed Hospital for Joint Diseases effective January 1, 2006), neurosciences and imaging are the key services identified for programmatic growth, and capital spending in the future will be to further enhance these service lines. Management believes its record of creating demand for services after making programmatic investments will contribute to a trend of growing inpatient and outpatient volume. For example, oncology visits have grown from 7,137 ambulatory visits in 2003 to 95,993 visits through August 31, 2007. Total inpatient volume at NYUHC has varied between 36,000 and 38,000 admissions for the last three years and a noticeable increase in outpatient surgical volume and top line growth will be necessary for NYUHC's continued financial recovery. Increasing volume is critical to NYUHC's financial position and the new management team is evaluating increasing capacity by extending the hours and utilizing weekend use of its facilities to boost physician availability and ultimately revenue. NYUHC's primary service area encompasses lower Manhattan and Brooklyn. NYUHC reported a 2% market share for all New York City discharges (1.2 million discharges) during 2004 (most recent year available). While this seems quite small, no single hospital in New York City garners more than 5% market share due to the fragmented nature of the market although affiliated hospital systems maintain larger market shares when combined. New York City Health and Hospitals Corporation is not considered a direct competitor, because it caters to a mostly Medicaid and indigent population. A significant 61% market share is held by hospitals not located in the five boroughs of New York City, and management believes that there are more opportunities to gain market share from these providers than going head to head with its local competitors. Management expects its focused marketing of quality and outcomes of programs to be a differentiating factor to patient decisions. NYUHC's physical plant is in need of critical infrastructure improvements and the Series 2007A bonds issued in January 2007 and these Series 2007B bonds will address some of these facility shortcomings. Management had hoped to significantly rebuild its facility during the merger years with Mt Sinai but the financial deterioration of the Obligated Group meant that those plans were never addressed over the last seven years. Replacement of the emergency generator for the Tisch Hospital, renovation of ICU beds at Tisch, renovation of the short stay unit and creation of observation beds, two new interventional cardiology suites and new offsite ambulatory surgery facility will be financed with bond proceeds. Significant volume generated through improved through- put and this additional capacity will be needed to generate the revenue to cover the debt service associated with these financings and meet volume projections which are expected to increase to over 40,000 by 2010. Due to a planned reduction in rehabilitation volume, reduced obstetrics volume related to the departure of four obstetricians from the staff, and general softness in medical/surgical volume, total volume declined 2.4% in fiscal 2006 but has recovered in the current fiscal year 2007 period when compared to the comparable 2006 period due to new physician recruitments. Cancer center visits continue their robust trend, with visits expected to be up 18.6% by year end since fiscal 2005. Management is evaluating the potential for significant additional debt in the long term to finance a new clinical building on its campus to replace its existing bed tower. A CON would need to be filed and finance plans have not been finalized. Operating Performance: Improved Performance Since 2006 NYUHC's has made great strides in turning its operating losses into operating profits since the disaffiliation with Mt Sinai in 2003. NYUHC's $11.3 million operating deficit in 2003 has improved in each subsequent year with an operating profit of $8.9 million in FY 2006 (Moody's excludes investment income from other operating revenue) and an operating profit of $16.8 million through eight months FY2007 (August 31). Improved contract terms that began in 2004 for its eight largest contracts (93% of its managed care revenue) which included material rate increases is the most significant contributor to the improved performance. Additionally, volume initiatives, pay for performance contracts that are aligned with its physician organization and contract compliance have also generated additional revenue from these payers. Navigant, a national consulting firm, assisted with revenue cycle initiatives that in conjunction with length of stay reductions and performance management kept NYUHC on an improving financial trend. Price adjustments for service lines anticipated to see volume growth can also be expected going forward. Volume softening in FY2006 was offset by a mid-year reduction of 90 FTEs and other expense reductions. Through eight months of 2007, NYUHC has generated a favorable $16.8 million operating profit (2.3% operating margin and 8.3% operating cashflow margin), ahead of the $6.5 million for the comparable 2006 period). Outpatient volumes continue to exceed budgeted targets and Moody's calculates an annualized operating profit of $25.5 million for fiscal year 2007. Management is projecting a slight downturn in financial performance in fiscal 2008 due to expected reductions in rates from governmental payers, increased depreciation and interest expense and conservative volume estimates for the year. NYUHC will also be making a $10 million payment to the NYU School of Medicine in FY2008 for physician recruitment and shared programs despite the significant resources held by the School of Medicine and its strong fundraising abilities. It is not clear if this will be a one time or ongoing transfer. While we understand the rationale for the transfer, it will hamper financial performance and limit cash growth. The Series 2007B bonds were incorporated into our rating assessment at the time of the Series 2007A bonds. MADS increases to a peak $46.6 million (2009) from $38.14 million and pro forma coverage of 2.0 times is weak despite the improved cashflow being generated this year. Balance Sheet Position: Highly Leveraged and Light on Cash The competitive marketplace and a high expense base for teaching and research have limited NYUHC from building cash reserves over time. Furthermore, NYUHC's January 1998 disaffiliation from the New York University and medical school and its establishment as a corporation separate from the University resulted in NYUHC left with modest cash reserves. NYUHC also had a $112 million obligation to the NYU School of Medicine for services rendered that was originally capitalized over the last seven years. The subsidies to the medical school were terminated but will resume, at least for FY2008 with a $10 million transfer, leaving NYUHC with weak balance sheet measures that limit the current rating level. That said, cash balances have improved considerably over the last eighteen months, reaching $143.2 million as of August 31, 2007 or 49.7 days of cash on hand (excludes restricted funds included in board designated funds). Cash has grown through revenue initiatives that reduced days in accounts receivable by twelve days since fiscal year end 2005 and increased philanthropy and investment income. NYUHC is saddled with a very high debt load and a modest cash to debt ratio of 27.1% after this financing despite the liquidity gains detailed above. Taxable short-term debt of $32 million funded NYUHC's 2007 required pension contribution and allowed NYUHC to retain its cash but has exacerbated the leveraged position of its balance sheet. A defined contribution plan was established for new employees after July 2000 but the defined benefit plan remains underfunded by $67.9 million at FYE2006. The hospital is limited in its ability to grow cash by its significant debt load and annual debt service requirements through at least 2011, before annual MADS declines to $36 million/year. Projections do not anticipate days cash on hand growing beyond current levels. Capital spending is limited to routine capital spending that approximates $45 million. Outlook The positive outlook is based on improving operating performance that has continued into the current fiscal year. NYUHC's longer term ability to focus on its service line strengths to generate an improved revenue stream to offset its substantial annual debt service requirements is the critical factor to an improvement in its rating. What could change the rating -- UP Continued improvement in balance sheet measures, longer trend of improved financial performance What could change the rating -- DOWN Additional debt beyond expectations, financial results that deviate negatively from projections; reduction in liquidity to thinner levels Key Indicators Assumptions & Adjustments: - Based on financial statements for NYU Hospitals Center - Consolidating Financial Statements - First number reflects Audit year ended December 31, 2006 (NYUHC includes HJD and CC550) and includes cancer center lease with debt numbers - Second number reflects pro forma eight months 2007 (includes HJD) (August 30) annualized with addition of Series 2007B bonds and $32 million debt financing for pension obligation - Cash numbers exclude restricted cash that is included in board designated funds on the financial statements Admissions: 36,525; 38,078 Total operating revenue: $1.017 billion; $1.114 billion Net revenue available for debt service: $62.6 million; $90.3 million Total unrestricted cash: $127.25 million; $143.2 million Total debt outstanding: $270.892 million; $528.2 million Operating cashflow margin: 6.2%; 7.9% Cash-to-debt: 46.97%; 27.1% Debt-to-cashflow: 4.16 times; 7.97 times Days cash on hand: 47.97 days; 49.7 days Maximum annual debt service: $31.608 million; $45 million Maximum annual debt service coverage with actual investment income as reported: 2.10 times; 2.36 times Maximum Adjusted annual debt service coverage with investment income normalized at 6%: 2.06 times; 2.0 times RATED DEBT (as of August 31, 2007) Series 2000D, $52.2 million outstanding, Ba2 rating Series 2006A, $94.59 million outstanding, Ba2 rating Series 2006B, $27.4 million, taxable, not rated Series 2007A, $166 million, Ba2 rating Series 2007B, $95 million; Ba2 rating OASYS MOBILE: Clear Thinking Named Bankruptcy Plan Trustee ---------------------------------------------------------- Clear Thinking Group, LLC, and Joseph E. Myers, a partner and managing director in the firm, have been appointed plan trustee in the bankruptcy case of Oasys Mobile, Inc. The appointment comes in conjunction with the approval of the company's Chapter 11 Plan of Reorganization by the Honorable Christopher S. Sontchi of the United States Bankruptcy Court, District of Delaware, on Oct. 12, 2007. Under terms of its engagement agreement with Oasys Mobile, staff from Clear Thinking Group's Creditors Rights Practice will take all actions consistent with the duties and responsibilities of the plan trustee. Such actions will include, but not be limited to, handling Oasys Mobile's estate, prosecuting claims and overseeing the distribution of funds to general unsecured creditors. Oasys Mobile voluntarily filed for Chapter 11 bankruptcy protection on July 18, 2007. It is emerging from Chapter 11 as a privately held company, with capital funds managed by Associated Partners LP, a private investment partnership, and Rock Hill Partners, which through its affiliates manages investment funds with diversified portfolios of assets. Headquartered in Raleigh, North Carolina, Oasys Mobile Inc. -- http://www.oasysmobileinc.com/-- (OTCBB: OYSM) provides mobile media content, products and services distributed through OasysMobile.com and top-tier wireless carriers in the U.S. and abroad. The company filed for chapter 11 protection on July 18, 2007 (Bankr. D. Del. Case No. 07-10961). Justin Cory Falgowski, Esq., and Kimberly Ellen Connolly Lawson, Esq., at Reed Smith LLP, represent the Debtor. Bradford J. Sandler, Esq., at Benesch Friedlander Coplan & Aronoff, represents the Official Committee of Unsecured Creditors. In its schedules filed with the Court, the Debtor disclosed $1,727,848 in total assets and $11,474,328 in total liabilities. OCTANS I: Moody's Downgrades Ratings on Seven Note Classes ---------------------------------------------------------- Moody's Investors Service has placed on review for possible downgrade these notes: Class Description: $82,500,000 Class A-2A Second Priority Senior Secured Floating Rate Notes due October 2041 Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade In addition, Moody's Investors Service also said that it has downgraded and left on review for possible downgrade these notes: Class Description: $67,500,000 Class A-2B Third Priority Senior Secured Floating Rate Notes due October 2041 Prior Rating: Aaa, on review for possible downgrade Current Rating: Aa3, on review for possible downgrade Class Description: $60,000,000 Class B Fourth Priority Senior Secured Floating Rate Notes due October 2041 Prior Rating: Aa2, on review for possible downgrade Current Rating: A3, on review for possible downgrade Class Description: $80,000,000 Class C Fifth Priority Senior Secured Floating Rate Notes due October 2041 Prior Rating: Aa3, on review for possible downgrade Current Rating: Baa1, on review for possible downgrade Class Description: $15,000,000 Class D Sixth Priority Mezzanine Secured Floating Rate Notes due October 2041 Prior Rating: A2, on review for possible downgrade Current Rating: Baa3, on review for possible downgrade Class Description: $15,000,000 Class E Seventh Priority Mezzanine Secured Floating Rate Notes due October 2041 Prior Rating: A3, on review for possible downgrade Current Rating: Ba1, on review for possible downgrade Class Description: $31,000,000 Class F Eighth Priority Mezzanine Secured Floating Rate Notes due October 2041 Prior Rating: Baa2, on review for possible downgrade Current Rating: Ba3, on review for possible downgrade Class Description: $39,000,000 Class G Ninth Priority Mezzanine Secured Floating Rate Notes due October 2041 Prior Rating: Baa3, on review for possible downgrade Current Rating: B3, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of Structured Finance Securities. OLIN CORP: Inks New $220 Mil. Sr. Revolving Credit Facility ----------------------------------------------------------- Olin Corporation has entered into a new $220 million five-year senior revolving credit facility that replaces its $160 million senior revolving credit facility. The new credit facility comprised of $190 million in U.S. dollar denominated portion under which the company may borrow and $30 million U.S./Canadian dollar denominated portion under which the company and one of its Canadian subsidiaries may borrow. In addition, the new facility is unsecured and contains restrictions on the company that are similar to the restrictions contained in the $160 million senior revolving credit facility. The facility also includes a $110 million letter of credit subfacility. The company said that the new credit facility will expire on October 29, 2012. The company further says that Citibank N.A., will act as administrative agent for the facility; Bank of America, N.A., has acted as Syndication Agent; Wachovia Bank, N.A. and The Northern Trust Company have acted as Documentation Agents, while Citigroup Global Markets, Inc. has acted as Joint Lead Arranger and Sole Book Manager, and Banc of America Securities LLC has acted as Joint Lead Arranger. About Olin Corporation Olin Corporation (NYSE:OLN) has two business segments: Chlor Alkali Products and Winchester. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and bleach products. Winchester products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges. * * * On Aug. 31, 2007, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Olin Corp. to 'BB+' from 'BBB-' and removed the ratings from CreditWatch where they were placed May 21, 2007. The outlook is stable. PAMPELONNE CDO: Moody's Cuts Rating on $5 Mil. Class E Notes to B1 ------------------------------------------------------------------ Moody's Investors Service has placed these notes issued by Pampelonne CDO I, Ltd. on review for possible downgrade: Class Description: up to $1,062,500,000 of Class S Notes Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade Class Description: $50,000,000 Class A-1 Senior Floating Rate Notes Due 2051 Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade Class Description: $50,000,000 Class A-2 Senior Floating Rate Notes Due 2051 Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade Class Description: $43,750,000 Class B Floating Rate Notes Due 2051 Prior Rating: Aa2 Current Rating: Aa2, on review for possible downgrade Class Description: $18,750,000 Class C Floating Rate Deferrable Notes Due 2051 Prior Rating: A2 Current Rating: A2, on review for possible downgrade Class Description: $11,500,000 Class D Floating Rate Deferrable Notes Due 2051 Prior Rating: Baa2 Current Rating: Baa2, on review for possible downgrade In addition Moody's also downgraded and left on review for possible downgrade these notes: Class Description: $5,000,000 Class E Floating Rate Deferrable Notes Due 2051 Prior Rating: Ba1 Current Rating: B1, on review for possible downgrade According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. PHARMED GROUP: Taps Trumbull Group as Claims and Noticing Agent --------------------------------------------------------------- Pharmed Group Holdings Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of Florida for authority to employ Trumbull Group LLC dba Wells Fargo Trumbull as its claims, noticing and balloting agent. Trumbull Group will: a) prepare and serve required notices in these Chapter 11 cases, including: i. notice of commencement of these Chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; ii. notice of any auction sale hearing; iii. notice of the claims bar date; iv. notice of objection to claims; v. notice of any hearings on a disclosure statement and confirmation of a plan of reorganization; and vi. other miscellaneous notices to any entities, as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these Chapter 11 cases; b) after the mailing of a particular notice, file with the Clerk's office a certificate or affidavit of service that includes a copy of the notice involved, a list of persons to whom the notice was mailed and the date and manner of mailing; c) maintain copies of all proofs of claim and proofs of interest filed; d) maintain official claims registers, including, among other things, these information for each proof of claim or proof of interest: i. the name and address of the claimant and any agent thereof, if the proof of claim or proof of interest was filed by an agent; ii. the date the proof of claim or proof of interest was received by Trumbull or the Court; iii. the claim number assigned; and iv. the asserted amount and classification of the claim; e) implement necessary security measures to ensure the completeness and integrity of the claims registers; f) transmit to the Clerk's office a copy of the claims registers on a monthly basis, unless requested by the Clerk's office on a more or less frequent basis; or, in the alternative, make available the claims register on-line; g) maintain an up-to-date mailing list for all entities that have filed a proof of claim, or proof of interest, or notice of appearance, which list shall be available upon request of a party in interest or the Clerk's office; h) provide access to the public for examination of copies of the proofs of claim or interest without charge during regular business hours; i) record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e); j) comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders and other requirements; j) provide temporary employees to process claims, if necessary; l) provide balloting services in connection with the solicitation process for any Chapter 11 plan for which a disclosure statement has been approved by the Court; m) provide such other claims processing, noticing and related administrative services as may be requested from time to time by the Debtors; and n) promptly comply with such further conditions and requirements as the Court may at any time prescribe. In addition, the Debtors seek to employ Trumbull to assist, among other things: a) the reconciliation and resolution of claims; and b) the preparation, mailing and tabulation of ballots for the purpose of voting to accept or reject any plans of reorganization proposed by the Debtors in these cases. Document filed with the Court did not disclose the Firm's compensation rates. Jessica L. Wasserstrom, a vice president and senior consultant of the firm, assures the Court that the firm does not hold any interest adverse the Debtors' estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Miami, Florida-based Pharmed Group Holdings Inc. -- http://www.pharmed.com/-- and its affiliates sends drugs and medical supplies on Caribbean cruises. They distribute medical, rehabilitative, and surgical supplies throughout the southeastern U.S., as well as Caribbean, and Central and South American countries. They deliver products made by Dynatronics, Welch Allyn, and Smith & Nephew. In addition to their distribution businesses, they make and distribute vitamins, minerals, nutraceuticals, and dietary supplements. The company and four debtor-affiliates filed for chapter 11 protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187 through 07-19191). Paul Steven Singerman, Esq. at Berger Singerman PA represents the Debtors in their restructuring efforts. When the Debtors filed for bankruptcy, they listed assets between $1 million and $100 million and debts of more than $100 million. PXRE CAPITAL: Moody's Lifts and Then Will Withdraw B1 Rating ------------------------------------------------------------ Moody's Investors Service has upgraded the debt rating of PXRE Capital Trust I to B1 from B2 and that it will withdraw the rating for business reasons. This completes the review for possible upgrade initiated on May 22, 2007. The outlook on the rating is stable. Moody's said that the rating upgrade reflects the ownership and implicit support provided by PXRE's new ultimate parent, Argo Group International Holdings, Ltd., following the recent merger of PXRE Group Ltd. and specialty insurance carrier Argo Group Inc. While PXRE's credit profile benefits from Argo's ownership and support, its rating uplift is limited given that PXRE is expected to remain in runoff and is currently slated to provide internal reinsurance support to Argo Group's recently launched reinsurance operation, Peleus Re Ltd, which will write both property catastrophe and casualty reinsurance and potentially place an incremental drag on PXRE's capital adequacy. The rating and stable outlook on PXRE reflects Moody's expectation that the company's liquid investment portfolio, current level of capitalization, along with the favorable tax and regulatory environment in Bermuda will permit the company to satisfy its near-term obligations. The last rating action occurred on May 22, 2007 when Moody's upgraded the ratings of PXRE Capital Trust I and left the ratings on review for possible further upgrade. Headquartered in Bermuda, Argo Group International Holdings, Ltd. (NASDAQ: AGII) is a publicly-traded international underwriter of specialty insurance and reinsurance products in the property and casualty market. QWEST COMMS: Earns $2.06 Billion in 3rd Quarter Ended Sept. 30 -------------------------------------------------------------- Qwest Communications International Inc. reported Tuesday third quarter 2007 results, significantly affected by certain legal and tax related matters. For the quarter, Qwest reported earnings of $2.06 billion, which includes the recognition of a $2.15 billion tax benefit and $353 million in charges for litigation. This compares with net income of $194 million in the 2006 quarter. Operating revenue of $3.4 billion in the quarter reflected growth in the mass markets channel, stable business revenue with improving trends, and pressure largely coming from declines in the wholesale channel. Data, Internet and video services revenue of $1.3 billion grew to 37% of operating revenue and increased by 10% over year-ago levels. Data, Internet and video revenues were supported by sequential and year-over-year growth in the mass markets, business and wholesale sales channels. Highlighting this growth are continued strong trends in strategic products such as Broadband and video, as well as developing technology products such as metro Ethernet, integrated access, MPLS-based products and hosting. "The quarter's operating results were enhanced by significant milestones that solidified our opportunity for ongoing growth and value creation. The settlement of remaining opt-out shareholder litigation matters is a significant step in putting uncertainties behind us, and the accounting recognition of the value of tax assets indicates confidence in our future profitability," said Edward A. Mueller, Qwest chairman and chief executive officer. "Through exceptional customer service, profitable growth and capital and cost discipline, I am confident that Qwest is well- positioned to build on a foundation of ongoing value creation." Qwest's operating expenses totaled $3.26 billion for the quarter, including charges of $353 million for litigation. After adjusting for these charges, third quarter operating expenses declined $185 million, or 6.0% year over year, and were down 0.9% from the previous quarter. Productivity initiatives continue to generate meaningful reductions in facility and employee-related costs. These combined costs were down nearly 1% sequentially and more than 6% from the prior year. Qwest's adjusted EBITDA was stable at $1.15 billion in the third quarter compared to $1.15 billion in the second quarter and up from $1.13 billion in the year-ago third quarter. "Steadily improving net income and adjusted free cash flow supported recognition of the value of our tax asset and are a testament to the financial discipline we have come to represent," said John W. Richardson, Qwest executive vice president and chief financial officer. "Our ongoing discipline and focus on revenue and cost initiatives should continue to turn positive trends into positive results." Cash Flow, Capital Spending and Interest Qwest adjusted free cash flow of $333 million in the quarter included planned semi-annual interest payments. Year-to-date adjusted free cash flow of $1.16 billion is an improvement of $359 million year over year. The comparative increase in cash flow was driven by the improvement in operating results as well as the timing of capital expenditures and benefits from the balance sheet. Year-to-date capital expenditures totaled $1.16 billion, compared to $1.23 billion last year when the capital investment was balanced throughout the year and new commercial and residential development was more robust. Capital expenditures have been impacted by the decline in housing starts during the year, but with capital redeployment in support of revenue growth projects and fiber to the node deployments, 2007 capital expenditures are still expected to approximate 2006 levels. The company's board has authorized increased spending of up to $300 million going forward in support of faster broadband speeds connecting its network to customers' homes. Over half of the wireline spend this year was directed toward increasing the speeds and capabilities of the network benefiting all sales channels. Interest expense totaled $272 million for the quarter, compared to $291 million for the third quarter a year ago, reflecting lower debt levels and debt refinancing. Balance Sheet At Sept. 30, 2007, the company's consolidated balance sheet showed $22.71 billion in total assets, $22.42 billion in total liabilities, and $291 million in shareholders' equity. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $3.77 billion in total current assets available to pay $5.25 billion in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?24a9 Net Debt and Liquidity As of Sept. 30, 2007, total net debt was $13.3 billion, down $134 million compared to June 30, 2007, and down $465 million from a year ago. Qwest also paid down $250 million in higher coupon debt in October as it continues to opportunistically improve its credit profile. The company maintained strong liquidity with cash and cash equivalents of $1.1 billion at the end of the quarter. The company executed 58% of the approved $2 billion share buyback plan through the end of the quarter and hit 62% as of Oct. 30, 2007. About Qwest Communications Based in Denver, Colorado, Qwest Communications International Inc. (NYSE: Q) -- http://www.qwest.com/-- offers a combination of managed voice and data solutions for businesses, government agencies and consumers - nationwide and globally. * * * Qwest still carries Standard & Poors' BB long term foreign issuer credit and long term local issuer credit ratings placed last Dec. 21, 2006. Outlook is stable. RAINBOW NATIONAL: Moody's Confirms B1 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Cablevision Systems Corporation, CSC Holdings, Inc. and Rainbow National Services LLC. However, given the uncertainty regarding the company's fiscal plan following the rejected offer to take the company private, Moody's assigned a developing outlook to Cablevision and Rainbow pending a more thorough understanding of its strategy going forward. Although Moody's believes that another very leveraging transaction over the near term is unlikely due to negative changes within the credit environment, the rating agency expects the company to evaluate a range of options including investing in business expansion, selling assets and future shareholder oriented rewards such as share repurchases or dividends. Greater clarity is anticipated by year end. Additionally, in Moody's view, Cablevision and Rainbow's existing capital structure is sufficient to meet the company's current liquidity needs. Cablevision's B1 corporate family rating continues to incorporate the shareholder orientation of the controlling shareholder, the Dolan family, as well as the more event driven nature of the combined businesses, including investments in speculative ventures. In addition, the rating considers the increasingly competitive environment for incumbent cable operators and Cablevision, more specifically, given its exposure to Verizon and its investments in FiOS within Cablevision's footprint. Moreover, despite continued growth from the increased penetration of data and telephony, the products in these markets are beginning to mature (especially data) and the cable company's growth trajectory is expected to slow. Notwithstanding these challenges, Cablevision' cable Restricted Group continues to reflect strong operating performance and could be poised to de-lever absent other material strategic changes implemented by the Dolan family. Cablevisions's financial metrics reflect the characteristics of a strongly positioned B1 operator, however, a more positive outlook will hinge on whether the company intends to operate with its current capital structure (or something similar given the maturity schedule), acquire or otherwise re-lever. Notably, Cablevision's current rating incorporates a fair amount of debt capacity (about two turns debt/EBITDA) and a Ba3 rating would assume the company could commit to maintaining leverage below 6 times. Rainbow's B1 corporate family rating also reflects the shareholder orientation and potential for speculative investments. Rainbow's cash generating ability has been a source of capital for the more speculative ventures of its parent company, Rainbow Media Enterprises. In addition, Rainbow lacks diversity both because its value is concentrated in one asset, AMC, and because of the concentration of its customers among a small number of MSOs. However, Rainbow's financial metrics are quite strong for its rating category and should some clarity be provided regarding the company's funding of speculative investments held at other entities, as well as other potential strategic alternatives, Rainbow's rating outlook could change to positive. Moody's has taken these ratings action: Cablevision Systems Corporation * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Unsecured Regular Bond/Debenture -- Confirmed B3, LGD6 -- 93% CSC Holdings, Inc. * Senior Secured Bank Credit Facility -- Confirmed Ba2, LGD2 -- 24% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD5 -- 73% Rainbow National Services LLC * Corporate Family Rating -- Confirmed B1 * Probability of Default Rating -- Confirmed B1 * Senior Secured Bank Credit Facility -- Downgraded to Ba2, LGD2 -- 24%, from Ba1, LGD2 -- 19% * Senior Unsecured Regular Bond/Debenture -- Confirmed B2, LGD4 -- 69% * Senior Subordinated Regular Bond/Debenture -- Confirmed B3, LGD5 -- 89% Outlook Actions: CSC Holdings, Inc. * Outlook, Changed To Developing from Rating Under Review Cablevision Systems Corporation * Outlook, Changed To Developing from Rating Under Review Rainbow National Services LLC * Outlook, Changed To Developing from Rating Under Review Separately, Moody's downgraded the rating of RNS' senior secured credit facilities to Ba2, from Ba1, due to the changes in RNS' capital structure following the redemption of $175 million of RNS' senior subordinated notes in September 2007. The downgrade of RNS' senior secured credit facilities reflects the reduction in junior capital cushion following the redemption of $175 million of senior subordinated notes due 2014. Headquartered in Bethpage, New York, Cablevision Systems Corporation is a domestic cable multiple system operator serving approximately 3 million subscribers in and around the metropolitan New York area. Rainbow National Services LLC, headquartered in Jericho, New York, supplies television programming to cable television and direct broadcast service providers throughout the United States. The company operates three entertainment programming networks, American Movie Classics, WE: Women's Entertainment, and The Independent Film Channel. RAMPART CLO: S&P Assigns 'BB' Prelim. Rating on Class E Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Rampart CLO 2007 Ltd.'s $466.85 million floating-rate notes. The preliminary ratings are based on information as of Oct. 30, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The expected commensurate level of credit support in the form of subordination to be provided by the notes junior to the respective classes, and by the subordinated notes and the overcollateralization; -- The cash flow structure, which was subjected to various stresses requested by Standard & Poor's; and -- The transaction's legal structure, including the issuer's bankruptcy remoteness. Preliminary Ratings Assigned Rampart CLO 2007 Ltd. Class Rating Amount ----- ------ ------ A AAA $384,000,000 B AA $26,100,000 C (deferrable) A $25,100,000 D (deferrable) BBB $15,300,000 E (deferrable) BB $16,350,000 Subordinated notes NR $40,150,000 NR -- Not rated. REABLE THERAPEUTICS: Moody's Rates Proposed $100 Mil. Loan at Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to ReAble Therapeutics Finance LLC's proposed $100 million senior secured revolver and $1,055 million senior secured term loan as well as a Caa1 rating to the company's proposed $575 million senior unsecured notes. Upon the close of the transaction, Moody's will be re-assigning the Corporate Family Rating, Probability of Default Rating and Speculative Grade Liquidity Rating to ReAble Therapeutics Finance LLC (the highest entity with rated debt) from ReAble Therapeutics, Inc. At that time, Moody's anticipates confirming the company's B2 Corporate Family Rating, B2 Probability of Default Rating and Caa1 rating for its existing $200 million senior subordinated notes with the outlook revised to negative. Additionally, Moody's anticipates downgrading the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. Thereafter, ReAble Therapeutics Finance LLC will be renamed DJO Finance LLC and will be the borrower under the revolver and term loan as well as the issuer under the senior unsecured notes and senior subordinated notes. Moody's continued the rating review for possible downgrade of DJO, LLC's existing ratings with the expectation that they will be confirmed and withdrawn at the close of the transaction. In addition, Moody's continued the rating review for possible downgrade for the ratings on ReAble Therapeutics Finance LLC's existing senior secured revolver and senior secured term loan with the anticipation that they will be confirmed and withdrawn at the close of the transaction. The revision of the ratings outlook to negative from stable reflects the increased amount of pro forma debt that the company will inherit as part of the acquisition. Additionally, Moody's expects free cash flow to remain modest through the ratings horizon as the company incurs additional interest expense and costs associated with the integration of the two entities. The ratings outlook incorporated Moody's expectation that the company will continue its acquisition strategy over the near term within the constraints of the senior secured credit facilities. The downgrade of the Speculative Grade Liquidity rating to SGL-3 from SGL-2 reflects the modest amount of free cash flow through June 30, 2008, availability under the $100 million proposed senior secured revolving credit facility and the covenant lite structure of the proposed credit facilities. The credit facilities will only have one financial covenant (e.g. maximum senior secured leverage ratio). Ratings are subject to review of final documentation. These ratings were assigned to ReAble Therapeutics Finance LLC: -- Ba3 (LGD2/27%) senior secured debt rating for a $100 million Senior Secured Revolver; -- Ba3 (LGD2/27%) senior secured debt rating on a $1,055 million Senior Secured Term Loan; and -- Caa1 (LGD5/78%) senior unsecured debt rating on $575 million Senior Unsecured Notes. At the close of the transaction, these ratings will be re-assigned from ReAble Therapeutics, Inc. to ReAble Therapeutics Finance, LLC: -- B2 Corporate Family Rating; -- B2 Probability of Default Rating; and -- Caa1 (to LGD6/94% from LGD5/80%) rating on the $200 million Senior Subordinated Notes. At the close of the transaction, these rating will be re-assigned from ReAble Therapeutics, Inc. and downgraded at ReAble Therapeutics Finance, LLC: -- Downgrade to SGL-3 from SGL-2 -- Speculative Grade Liquidity rating. These ratings for DJO, LLC will remain on review for possible downgrade and will be confirmed and withdrawn at the close of the transaction: -- Ba3 Corporate Family Rating; -- B1 Probability of Default Rating; -- SGL-2 Speculative Grade Liquidity Rating; -- Ba3 (LGD3/33%) senior secured debt rating on a Senior Secured Revolver; and -- Ba3 (LGD3/33%) senior secured debt rating on a Senior Secured Term Loan. Headquartered in Austin, Texas, ReAble Therapeutics Finance LLC is a diversified orthopedic device company. ReAble is owned by The Blackstone Group, a private equity firm. For the twelve months ended June 30, 2007, the company reported $391 million in revenues. Headquartered in Vista, California, DJO, Incorporated is a global provider of solutions for musculoskeletal and vascular health, specializing in rehabilitation and regeneration products. Currently, DJO is in the process of being acquired by ReAble. For the twelve months ended June 30, 2007, the company reported $459 million in revenues. ROWE COS: Judge Mitchell Confirms Amended Chapter 11 Plan --------------------------------------------------------- The Honorable Stephen S. Mitchell of the United States Bankruptcy Court for the Eastern District of Virginia confirmed The Rowe Companies' Third Amended Chapter 11 Plan of Reorganization. As previously reported in the Troubled Company Reporter, Judge Mitchell approved the Debtor's Disclosure Statement on Sept. 14, 2007. American Communications Transaction On May 2, 2007, the Debtor and American Communications entered into a Summary of Terms and Conditions or Proposed Plan of Reorganization of The Rowe Companies. Pursuant to the Term Sheet, American Communications agreed to $120,000 and fund an additional $60,000 of professional in connection of a chapter 11 reorganization plan, which, among other things, transfers 100% of the stock in the reorganized company to American Communication. On May 31, 2007, the Court approved the issuance of equity securities in the Debtor to American Communication in return or the $60,000 payment. In July 2007, the Debtor issued 60,000 shares of common stock to Rowe Acquisition Corp., an entity designated by American Communications. Treatment of Claims The Debtor discloses that according to its records, it has paid most, if not all of the priority claims pursuant to orders from the Court. The Debtor relates that a number of entities however have filed proofs of claim alleging that they hold priority claims. The Debtor intends to file objections on these alleged priority claims. However, to the extent a creditor holds an allowed Priority Claim, it will be paid on a pro-rata basis by the TRC Liquidating Trust until paid in full without interest. Holder of General Unsecured Claims will be paid on a pro rata basis using funds available for distribution. The Plan does not disclose what percentage of their claims unsecured creditors will recover. Equity Interests will be cancelled and extinguished with the exception of the 60,000 shares held by Rowe Acquisition. A full-text copy of the Third Amended Chapter 11 Plan of Reorganization is available for a fee at: http://www.researcharchives.com/bin/download?id=070920222808 Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The company and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represent the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors of Rowe Furniture. In schedules submitted with the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse, Inc. listed total assets of $33,090,987 and total debts of $109,777,822. ROWE COS: Judge Mitchell Denies U.S. Trustee's Conversion Plea -------------------------------------------------------------- The Honorable Stephen S. Mitchell of the United States Bankruptcy Court for the Eastern District of Virginia denied the U.S. Trustee for Region 4, W. Clarkson McDow, Jr.'s request to convert The Rowe Companies' Chapter 11 case into a Chapter 7 liquidation proceeding. As reported in the Troubled Company Reporter on Sept. 24, 2007, the U.S. Trustee told the Court that the Debtor failed to pay fees due to the U.S. Trustee for the first and second quarters of 2007. The Debtor also failed to file the required monthly operating reports for the months of January, June and July 2007. The U.S. Trustee disclosed that the Debtor is no longer operating and didn't have any cash. The U.S. Trustee related the Debtor provides no support for its belief that creditors will receive $120,000 new stock payment or any amount in Chapter 11 than under a Chapter 7 liquidation. About Rowe Headquartered in McLean, Virginia, The Rowe Companies -- http://www.therowecompanies.com/-- manufactures upholstered retail home and office furniture, interior decorations, tableware, lighting fixtures, and other interior design accessories. The company owns 100% of stock of manufacturing and retail subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/-- and Storehouse, Inc. -- http://www.storehousefurniture.com/ The company and its two affiliates filed for chapter 11 protection on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144). Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison, Esq., at Wiley Rein LLP, represent the Debtors. Douglas M. Foley, Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors of Rowe Furniture. In schedules submitted with the Court, The Rowe Companies listed total assets of $42,939,780 and total debts of $34,948,206; Rowe Furniture listed total assets of $66,431,812 and total debts of $46,486,046; and Storehouse, Inc. listed total assets of $33,090,987 and total debts of $109,777,822. RUNNING HORSE: La Jolla Buys 30 Land Parcels for $10 Million ------------------------------------------------------------ Following dismissal of its chapter 11 case, Running Horse LLC's country club project, its principal asset, was auctioned off Wednesday to repay a secured loan, various reports say. At the foreclosure sale, secured lender La Jolla Loans purchased 30 of the 38 parcels of land of the country club for $10 million. The remaining eight parcels of land will be sold publicly in late November, but La Jolla Loans stated they will bid on those parcels too, cbs47.tv relates. Following the auction, the City of Fresno is expected to negotiate a deal with La Jolla Loans for the purchase and transfer of the property to Donald Trump who will then develop the project. Sanford Nax of The Fresno Bee adds that the sale attracted only one competing bid, a $6.5 million offer from former City Council Member Chris Mathys, who said he represented some outside investors. According to Fresno Bee, Mick Evans, the project's owner, had sought the protection of bankruptcy court to avoid foreclosure of the project while he tried to reorganize its finances and sell the property. Headquartered in Fresno, California, Running Horse LLC -- http://www.runninghorsegolf.com/-- owns and operates the Running Horse Golf & Country Club, a multi-entry private, gated community that has 758 upscale homesites, an 18-hole championship golf course, and a 42,000-square foot clubhouse with spa facilities and a fitness center. The company filed for chapter 11 protection on April 27, 2007 (Bankr. E.D. Calif. Case No. 07-11185). Riley C. Walter, Esq. at Fresno, Calif., served as the Debtor's counsel. When the Debtor filed for bankruptcy, it listed assets of less than $10,000 and debts between $1 million to $100 million. SAKS INC: Baugur Says it Has Right to Acquire 8.5% of Common Stock ------------------------------------------------------------------ Baugur Group hf. disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Oct. 29, 2007, it has the right to acquire 12,210,000 shares, or approximately 8.5%, of Saks Inc.'s Common Stock. Baugur discloses that this percentage of shares is calculated based on 143,411,860 shares of the company's Common Stock outstanding as reported in the company's quarterly report on Form 10-Q for the quarterly period ending Aug. 4, 2007. Baugur's beneficial ownership arises through a series of Icelandic forward contracts that it has entered into with Landsbanki Islands hf. Pursuant to each Forward Contract, Baugur has, on the contract maturity date, the right to require Landsbanki to sell to it the number of shares of Common Stock of the company to which the Forward Contract relates for a price specified in such Forward Contract. Baugur further said that it will seek to engage in discussions with the company's management and members of the company's Board of Directors with respect to a possible acquisition of the Issuer. In addition, Baugur has consulted with financial and legal advisers and expects to hold discussions with Milestone Resources Group Limited and other third parties with respect to the financing of a possible acquisition. In connection with these efforts, Baugur or its affiliates may seek to enter into agreements, arrangements or understandings with other shareholders of the company, including Milestone Resources Group Limited, with regard to such shareholders' shares or other matters that relate, directly or indirectly, to Baugur's current intent to explore a possible proposal for the acquisition of the Issuer. In addition, Baugur may also seek to engage in discussions with management of the Issuer concerning the business or operations of the company or concerning potential investments by Baugur in securities of the Issuer and/or its subsidiaries. Although Baugur is currently actively exploring its options with respect to the company, there can be no assurances that Baugur will seek to implement any one or more of the foregoing actions and Baugur expressly reserves the right to change its intentions with regard to the company. About Baugur Group Baugur Group hf. -- http://wwwbauguris/-- is an international retail company with operations in the United States, Scandinavia and Iceland. The company, which is headquartered in Reykjavik, Iceland, unites three companies, which are responsible for their respective business in three specific areas of activity. Baugur- Iceland is a retailer of general merchandise, including food, specialty and pharmaceutical products. Baugur-USA operates dollar stores and low-price discount stores. Baugur-ID is active in investments and development. Its portfolio includes The Big Food Group, House of Fraser and Somerfield, among others. The company aims to expand its position within these areas of activity through multiple retail formats and selective acquisitions. About Saks Saks Incorporated -- http://saksincorporatedcom/-- operates Saks Fifth Avenue and Off Fifth and Club Libby Lu. Saks Fifth Avenue stores are principally freestanding stores in exclusive shopping destinations or anchor stores in upscale regional malls, and the stores typically offer an assortment of luxury fashion apparel, shoes, accessories, jewelry, cosmetics and gifts. Off Fifth is intended to be the luxury off-price retailer in the United States and provides an outlet for the sale of end-of-season clearance merchandise. Previously, the company operated Saks Department Store Group, which consisted of Proffitt's and McRae's which was sold to Belk, Inc. in July 2005. The company's Northern Department Store Group which under the nameplates of Bergner's, Boston Store, Carson Pirie Scott, Herberger's and Younkers, was to The Bon-Ton Stores, Inc. (in March 2006). The company also operated Parisian which was sold to Belk in October 2006. SAKS INC: Baugur Disclosure Cues S&P to Revise CreditWatch ---------------------------------------------------------- Standard & Poor's Ratings Services revised the CreditWatch implications for New York City-based Saks Inc. to developing from positive. This action follows a Schedule 13D disclosure by Iceland-based Baugur Group hf. that it has the right to acquire an approximate 8.5% stake in Saks' common stock and that it is considering making a joint bid (with Milestone Resources Group Ltd.) to acquire the company. "Although there is no certainty of a bid, we would expect that acquisition of the company would result in a significant addition to leverage," said Standard & Poor's credit analyst Gerald A. Hirschberg," and that Saks' margin of cash flow to cover interest would be substantially diminished." We will monitor developments as they occur. SCO GROUP: Selects Dorsey & Whitney as Special Corporate Counsel ---------------------------------------------------------------- The SCO Group Inc. and SCO Operations Inc. ask the United States Bankruptcy Court for the District of Delaware for authority to employ Dorsey & Whitney LLP as special corporate and securities counsel, nunc pro tunc to Sept. 14, 2007. Dorsey & Whitney will: a. advise and counsel the Debtors with respect to their responsibilities in complying with the requirements of regulatory authorities and general corporate matters; b. give advice with respect to continued compliance with securities matters, specifically with respect to the Debtors' continued compliance with the Securities Act of 1033 and the Securities and Exchange Act of 1934, including the preparation and filing of quarterly and annual reports required by federal law that will be necessary during the pendency of the cases; c. give advice with respect to general corporate governance, transactional, finance, labor and employment, and other related general outside counsel matters; and d. assist lead bankruptcy counsel as may be needed to protect the interests of the estates in all matters pending before the Court. The Debtors will pay the firm at its standard hourly rate. Professional Designation Rate ------------ ----------- ---- Nolan S. Taylor, Esq. Partner $440 Devan Padmanabhan, Esq. Partner $495 Eric Lopez Schnabel, Esq. Partner $450 Samuel P. Gardner, Esq. Partner $330 David Marx Associate $270 In addition, Dorsey had unbilled fees and expenses owed by the Debtors totaling $53,128 and other expenses already billed totaling $1,622. Prior to the bankruptcy filing, Dorsey received a $100,000 retainer, however Dorsey was not able to issue an invoice for its unbilled expenses. The Debtors and Dorsey has requested for authority to apply the unbilled claim against the retainer and the remainder of the retainer against fees approved for payment pursuant to Court orders. The Debtors believe that the employment of Dorsey & Whitney is necessary and in the best interest of the Debtors' estates. The firm can be reached at: Nolan S. Taylor, Esq. Dorsey & Whitney LLP 170 South Main Street, suite 900 Salt Lake, Utah http://www.dorsey.com/ Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SCO GROUP: Taps Boies Schiller as Special Litigation Counsel ------------------------------------------------------------ The SCO Group Inc. and SCO Operations Inc. ask the United States Bankruptcy Court for the District of Delaware for authority to employ Boies, Schiller & flexner LLP as special litigation counsel, nunc pro tunc to Sept. 14, 2007. Boies Schiller will assist the Debtors in connection with the continuation of the SCO Litigation. The SCO Litigation consists of these pending matters: -- SCO Group v. International Businesses Machines Corp. pending in the U.S. District Court for the District of Utah; -- SCO Group v. Novell Inc. pending in the U.S. District Court for the District of Utah; -- Red Hat Inc. v. SCO Group pending in the U.S. District Court for the District of Delaware; -- SCO Group v. Autozone Inc. pending in the U.S. District Court for the District of Nevada; -- SCO Group v. DaimlerChrysler Corporation pending in the State of Michigan, Circuit Court for the County of Oakland; -- Gray Litigation: Wayne R. Gray v. Novell, SCO Group and X/Open Company Ltd. pending in the U.S. District Court for the Middle District of Florida; and -- SuSE Linux GmbH v. SCO Group pending before the International Court of Arbitration. Specifically, the firm will: a. give advice to the Debtors with respect to the SCO Litigation; b. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the prosecution, defense or appeal of administration of the SCO Litigation; c. represent the Debtors at all trials, hearings or arbitration proceedings with respect to the SCO Litigation; and d. protect the interests of the Debtors with respect to the SCO Litigation. Subject to the Court's approval, the Debtors will pay the firm at its standard hourly rate with respect to the Gray Litigation and 50% of its standard hourly rates with respect to the SuSE Arbitration and continue the terms of their pre-bankruptcy engagement on other SCO Litigation. The Debtors believe that the employment of the firm is necessary and in the best interest of the Debtors' estates. To the best of the Debtors' knowledge, Boies Schiller does not represent or hold any interest adverse to the Debtors or their estates. The firm can be reached at: Stuart H. Singer, Esq. Boies, Schiller & flexner LLP 333 Main St. Armonk, NY 10504-1812 Tel: (914) 749-8200 Fax: (914) 749-8300 http://www.bsfllp.com/ Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX) fka Caldera International Inc. -- http://www.sco.com/-- provides software technology for distributed, embedded and network-based systems, offering SCO OpenServer for small to medium business and UnixWare for enterprise applications and digital network services. The company and its affiliate, SCO Operations Inc., filed for Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337). Epiq Bankruptcy Solutions, LLC, acts as the Debtors' claims and noticing agent. The United States Trustee failed to form an Official Committee of Unsecured Creditors in these cases due to insufficient response from creditors. The Debtors' exclusive period to file a chapter 11 plan expires on March 12, 2008. The Debtors' schedules of assets and liabilities showed total assets of $9,549,519 and total liabilities of $3,018,489. SCORPIUS CDO: Moody's Downgrades Ratings on Six Note Classes ------------------------------------------------------------ Moody's Investors Service placed these notes issued by Scorpius CDO, Ltd. on review for possible downgrade: Class Description: $975,000,000 Class A-1 First Priority Senior Secured Floating Rate Notes Due 2046 Prior Rating: Aaa Current Rating: Aaa (on review for possible downgrade) Class Description: $90,000,000 Class A-2A Second Priority Senior Secured Floating Rate Notes due 2046 Prior Rating: Aaa Current Rating: Aaa (on review for possible downgrade) Class Description: $90,000,000 Class A-2B Third Priority Senior Secured Floating Rate Notes due 2046 Prior Rating: Aaa Current Rating: Aaa (on review for possible downgrade) Class Description: $50,000,000 Class B Fourth Priority Senior Secured Floating Rate Notes due 2046 Prior Rating: Aa2 Current Rating: Aa2 (on review for possible downgrade) Class Description: $60,000,000 Class C Fifth Priority Senior Secured Floating Rate Notes due 2046 Prior Rating: Aa3 Current Rating: Aa3 (on review for possible downgrade) In addition Moody's also announced that it has downgraded and left on review for possible downgrade these notes: Class Description: $22,000,000 Class D Sixth Priority Mezzanine Secured Floating Rate Notes due 2046 Prior Rating: A2 Current Rating: Ba3 (on review for possible downgrade) Class Description: $52,000,000 Class E Seventh Priority Mezzanine Secured Floating Rate Notes due 2046 Prior Rating: A3 Current Rating: B1 (on review for possible downgrade) Class Description: $58,000,000 Class F EighthPriority Mezzanine Secured Floating Rate Notes due 2046 Prior Rating: Baa2 Current Rating: B3 (on review for possible downgrade) Class Description: $20,000,000 Class G NinthPriority Mezzanine Secured Floating Rate Notes due 2046 Prior Rating: Baa3 Current Rating: Caa1 (on review for possible downgrade) Class Description: $37,500,000 Class A Preferred Securities Prior Rating: Ba1 Current Rating: Caa3 (on review for possible downgrade) Class Description: $30,000,000 Class B Preferred Securities Prior Rating: Ba3 Current Rating: Caa3 (on review for possible downgrade) According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. SEQUOIA MORTGAGE: S&P Lifts Ratings on 50 Certificate Classes ------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on 50 classes of mortgage pass-through certificates from 17 Sequoia Mortgage Trust transactions. At the same time, S&P affirmed its ratings on other classes issued by various Sequoia Mortgage Trust series. The raised ratings reflect a significant increase in credit support percentages to the subordinate classes due to the rapid paydown of principal, the shifting interest structure of the transactions, and minimal losses. Projected credit support percentages are at least 1.71x the loss coverage levels associated with the raised ratings. The majority of series experiencing upgrades paid down to less than 38.12% of their original pool balances. Total delinquencies among the upgraded deals range from 0.46% (series 2005-4, loan group 1) to 7.04 (series 2005-2) of the current pool balances; 90-plus-day delinquencies (including REOs and foreclosures) range from 0.00% (2003-4 and 2005-4) to 2.79% (2005-2). Cumulative losses were no higher than 0.03% of the original pool balances for these series. The affirmations are based on credit support percentages that are sufficient to maintain the current ratings on the securities. Subordination provides credit support for these transactions. The collateral backing the certificates consists of 25- and 30- year prime jumbo adjustable-rate mortgage loans, which only require interest payments for the first five or 10 years, and are secured primarily by single-family detached residential properties. Ratings Raised Sequoia Mortgage Trust Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 6 B-1 AAA AA+ 6 B-2 A+ A 6 B-3 BBB+ BBB 9 B-1 AAA AA+ 9 B-2 AA- A+ 9 B-3 BBB+ BBB 10 B-1 AA+ AA 10 B-2 A+ A 2003-4 1-B-2 AA- A+ 2003-4 1-B-3 A- BBB+ 2003-4 2-B-2 A+ A 2003-4 2-B-3 BBB+ BBB 2004-4 B-1 AAA AA+ 2004-4 B-2 AA- A+ 2004-4 B-3 A- BBB+ 2004-4 B-4 BB+ BB 2004-5 B-1 AAA AA+ 2004-5 B-2 AA- A+ 2004-5 B-3 BBB+ BBB 2004-6 B-1 AAA AA+ 2004-6 B-2 AA- A+ 2004-6 B-3 BBB+ BBB 2004-6 B-4 BB+ BB 2004-7 B-1 AAA AA+ 2004-7 B-2 AA- A+ 2004-7 B-3 BBB+ BBB 2004-7 B-4 BB+ BB 2004-8 B-1 AA+ AA 2004-8 B-2 A+ A 2004-8 B-3 BBB+ BBB 2004-9 B-1 AA+ AA 2004-9 B-2 A+ A 2004-9 B-3 BBB+ BBB 2004-10 B-1 AA+ AA 2004-10 B-2 A+ A 2004-10 B-3 BBB+ BBB 2004-11 B-1 AA+ AA 2004-11 B-2 A+ A 2004-12 B-1 AA+ AA 2004-12 B-2 A+ A 2004-12 B-3 BBB+ BBB 2005-1 B-1 AA+ AA 2005-1 B-2 A+ A 2005-1 B-3 BBB+ BBB 2005-2 B-1 AA+ AA 2005-2 B-2 A+ A 2005-3 B-1 AA+ AA 2005-3 B-2 A+ A 2005-4 1-B1 AA+ AA 2005-4 1-B2 A+ AA Ratings Affirmed Sequoia Mortgage Trust Mortgage pass-through certificates Series Class Rating ------ ----- ------ 4 A AAA 5 A,X AAA 5 B-1 AA+ 5 B-2 A+ 5 B-3 BBB+ 5 B-4 BB+ 5 B-5 B 6 A,X AAA 6 B-4 BB 6 B-5 B 9 1A,2A,X-1A,X-1B,X-B AAA 9 B-4 BB 9 B-5 B 10 1A, 2A-1,2A-2,X-1A,X-1B,X-2 AAA 10 X-B AAA 10 B-3 BBB 10 B-4 BB 10 B-5 B 11 A,X-1A,X-1B,X-B AAA 11 B-1 AA 11 B-2 A 11 B-3 BBB 11 B-4 BB 11 B-5 B 2003-1 1A,2A,X-1A,X-1B,X-2,X-B AAA 2003-1 B-1 AA+ 2003-1 B-2 A+ 2003-1 B-3 BBB 2003-1 B-4 BB 2003-1 B-5 B 2003-2 A-1,A-2 AAA 2003-2 M-1 AA 2003-2 M-2 A 2003-3 A-1,A-2,X-1A,X-1B,X-2,X-B AAA 2003-3 B-1 AA+ 2003-3 B-2 A+ 2003-3 B-3 BBB+ 2003-3 B-4 BB 2003-3 B-5 B 2003-4 1-A-1,1-A-2,1-X-1A,1-X-1B AAA 2003-4 1-X-2,1-X-B AAA 2003-4 1-B-1 AA+ 2003-4 1-B-4 BB 2003-4 1-B-5 B 2003-4 2-A-1,2-X-1,2-X-M,2-X-B AAA 2003-4 2-M-1 AA+ 2003-4 2-B-1 AA 2003-4 2-B-4 BB 2003-4 2-B-5 B 2003-5 A-1,X-1A,X-1B,A-2,X-2,X-B AAA 2003-5 B-1 AA+ 2003-5 B-2 A+ 2003-5 B-3 BBB 2003-5 B-4 BB 2003-5 B-5 B 2003-8 A-1,A-2,X-1,X-2,X-B AAA 2003-8 B-1 AA+ 2003-8 B-2 A+ 2003-8 B-3 BBB+ 2003-8 B-4 BB 2003-8 B-5 B 2004-1 A,X-2,X-B AAA 2004-1 B-1 AA+ 2004-1 B-2 A+ 2004-1 B-3 BBB+ 2004-1 B-4 BB 2004-1 B-5 B 2004-3 A-1 AAA 2004-3 M-1 AA 2004-4 A,X-1,X-2,X-B AAA 2004-4 B-5 B 2004-5 A-1,A-2,A-3,X-1,X-2,X-B AAA 2004-5 B-4 BB 2004-5 B-5 B 2004-6 A-1,A-2,A-3-A,A-3-B,X-A,X-B AAA 2004-6 B-5 B 2004-7 A-1,A-2,A-3-A,A-3-B,X-A,X-B AAA 2004-7 B-5 B 2004-8 A-1,A-2,X-A,X-B AAA 2004-8 B-4 BB+ 2004-8 B-5 BB- 2004-9 A-1,A-2,X-A,X-B AAA 2004-9 B-4 BB+ 2004-9 B-5 BB- 2004-10 A-1A,A-1B,A-2,A-3A,A-3B,A-4 AAA 2004-10 X-A,X-B AAA 2004-10 B-4 BB 2004-10 B-5 B+ 2004-11 A-1,A-2,A-3,X-A1,X-A2,X-B AAA 2004-11 B-3 BBB 2004-11 B-4 BB+ 2004-11 B-5 BB- 2004-12 A-1,A-2,X-A1,X-B,A-3,X-A2 AAA 2004-12 B-4 BB 2004-12 B-5 B 2005-1 A-1,A-2,X-A,X-B AAA 2005-1 B-4 BB 2005-1 B-5 B 2005-2 A-1,A-2,X-A,X-B AAA 2005-2 B-3 BBB 2005-2 B-4 BB 2005-2 B-5 BB- 2005-3 A-1,X-A,X-B AAA 2005-3 B-3 BBB 2005-3 B?4 BB 2005-3 B-5 B+ 2005-4 1-A-1,1-A2,1-XA,1-XB AAA 2005-4 1-B3 BBB 2005-4 1-B4 BB 2005-4 1-B5 B 2005-4 2-A1,2-A2 AAA 2005-4 2-B1 AA 2005-4 2-B2 A 2005-4 2-B3 BBB 2005-4 2-B4 BB 2005-4 2-B5 B 2006-1 1-A1A,1A1B,1-A2 AAA 2006-1 2-A1,2-A2,3-A1,3-A2 AAA 2007-1 1-A1,1-A2,2-A1,2-A2,3-A1 AAA 2007-1 3-A2,4-A1,4-A2,5-A1,5-A2 AAA 2007-1 B-4 BB- 2007-1 B-5 B SOLUTIA INC: Receives $2 Billion Exit Loan Commitment ----------------------------------------------------- Solutia Inc. has received a fully underwritten commitment for $2 billion of exit financing. The company has also arranged for a fully backstopped rights offering that will raise $250 million in new equity capital. Solutia will use the exit loan funds to pay certain creditors upon emergence from Chapter 11 pursuant to its plan of reorganization, and for its ongoing operations after emergence. Citi, Goldman Sachs, and Deutsche Bank Securities Inc. are acting as joint lead arrangers and joint bookrunners for the exit financing. "With this commitment, we are well on our way to achieving the fourth and final component of the reorganization strategy we identified at the outset of our case, which is to put in place an appropriate capital structure for the company," Jeffry N. Quinn, chairman, president and chief executive officer of Solutia Inc., said in a news statement. The exit financing package includes: -- a $400 million senior secured asset-based revolving credit facility; -- a $1.2 billion senior secured term loan facility; and -- a $400 million senior unsecured bridge facility. "Despite the recent turbulence in the debt capital markets, we have obtained an exit financing package that will position Solutia for continued success and provide adequate funds to deliver on our business strategies," James M. Sullivan, senior vice president and chief financial officer, Solutia Inc., said. Solutia will use the proceeds of the rights offering to fund retiree benefits and retained legacy liabilities. The rights offering is backstopped by Highland Capital Management, UBS Securities, Longacre Fund Management, Southpaw Asset Management, Merrill Lynch Pierce Fenner & Smith Incorporated, and others. The rights offerings will only be open to certain of Solutia's creditors and holders of Solutia's common stock. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. A written prospectus, when available, for the rights offerings may be obtained from: Financial Balloting Group, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 http://www.fbgdocuments.com/soi The exit financing and equity rights offering backstop commitments require the approval of the United States Bankruptcy Court for the Southern District of New York. The court has set a confirmation hearing for Nov. 29, 2007, to approve Solutia's amended plan of reorganization. Solutia expects to emerge from bankruptcy by the end of the year. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) - - http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. A hearing to consider confirmation of the Debtors' Reorganization Plan is scheduled for Nov. 29, 2007. (Solutia Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). SOLUTIA INC: Court Urges Resolution of Bank of New York Dispute --------------------------------------------------------------- "Pigs become hogs and then hogs get slaughtered. And then eaten. What you're going for is so piggy that you risk getting nothing," Judge Prudence Beatty at the United States Bankruptcy Court for the Southern District of New York told a lawyer for The Bank of New York at an Oct. 31 hearing in Solutia, Inc.'s case, Bloomberg News reports. John K. Cunningham, Esq., at White & Case LLP, in New York, appeared before the Court on behalf of Bank of New York, regarding a $223,000,000 claim by the bank on account of the 11.25% Senior Secured Notes due 2009 issued by Solutia Inc. or its predecessor. Bank of New York serves as indenture trustee for the Senior Notes. Mr. Cunningham has argued that under New York law -- which governs the Indenture and Guaranties entered into by the parties -- Bank of New York, as the Senior Secured Notes Trustee, has a direct claim against Solutia and each of the Subsidiary Guarantors and, if unpaid, could obtain a judgment for the full $223,000,000 principal amount of the Senior Secured Notes plus damages for any defeasance not in accordance with the Indenture. Mr. Cunningham also has asserted that effectiveness of Solutia's Plan of Reorganization will trigger a change in control under the Indenture giving the Senior Secured Noteholders a right to defeasance and a minimum claim of $245,300,000. Mr. Cunningham said the Court has preliminarily recognized that consummation of the transactions contemplated by the Plan, on the effective date, will cause a "Change of Control." According to Mr. Cunningham, each Senior Secured Noteholder has the contractual right to require Solutia to purchase its Senior Secured Notes for an amount equal to the Change of Control Amount. If all of the Senior Secured Noteholders elect to tender their Senior Secured Notes in exchange for the Change of Control Amount, that amount at a minimum is $225,230,000, plus accrued and unpaid interest. Solutia and its Official Committee of Unsecured Creditors have argued that the Noteholders are entitled to a claim for not more than the principal amount funded on account of the Notes -- $181,700,000 -- at issuance plus any original issue discount that accrues through the effective date of the Plan -- $28,200,000. They have accused Bank of New York of trying to secure up to $50,000,000 in windfall at the expense of junior creditors. Daniel H. Golden, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, counsel to the Creditors Committee, has pointed out that the Second Circuit is clear that unamortized original issue discount is unmatured interest -- not principal. Moreover, Mr. Golden has said, Section 506(b) of the Bankruptcy Code does not entitle Noteholders, as oversecured creditors, to recover interest that is unmatured as of the date of payment of their claim. Tiffany Kary at Bloomberg News relates that an OID bond is one issued at a price below par, with OID being considered a form of interest. When the $223,000,000 face amount 2009 notes was issued, Solutia received only $181,700,000. The missing $41,300,000 was considered unmatured interest, Ms. Kary says. According to Ms. Kary, Judge Beatty said the bank's claim amount could be as much as $60,000,000. At the hearing, Judge Beatty urged Solutia to settle its dispute with Bank of New York, noting that the claim was the biggest hurdle to approval of Solutia's reorganization plan, Ms. Kary reports. "There are no cases that I have found which remotely approximate the application of these principles to a case of this financial magnitude," Ms. Kary quotes Judge Beatty as saying. Judge Beatty said if no settlement is reached she will rule on the matter in about two weeks. About Solutia Inc. Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) - - http://www.solutia.com/-- and its subsidiaries, engage in the manufacture and sale of chemical-based materials, which are used in consumer and industrial applications worldwide. The company and 15 debtor-affiliates filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, as lead bankruptcy counsel, and David A. Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St. Louis Missouri, as special counsel. Trumbull Group LLC is the Debtor's claims and noticing agent. Daniel H. Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the Official Committee of Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital provides the Creditors' Committee with financial advice. The Official Committee of Retirees of Solutia, Inc., et al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in Birmingham, Alabama. On Feb. 14, 2006, the Debtors filed their Reorganization Plan & Disclosure Statement. On May 15, 2007, they filed an Amended Reorganization Plan and on July 9, 2007, filed a 2nd Amended Reorganization Plan. The Bankruptcy Court approved the Debtors' amended Disclosure Statement on Oct. 19, 2007. A hearing to consider confirmation of the Debtors' Reorganization Plan is scheduled for Nov. 29, 2007. (Solutia Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). SPRINGDALE CDO: Moody's Junks Ratings on Class D and E Notes ------------------------------------------------------------ Moody's Investors Service announced today that it has placed these notes issued by Springdale CDO 2006-1 Ltd. on review for possible downgrade: Class Description: $80,000,000 Class A-2 Senior Secured Floating Rate Notes Due March 2051 Prior Rating: Aaa Current Rating: Aaa, on review for possible downgrade Class Description: $60,000,000 Class B Senior Secured Floating Rate Notes Due March 2051 Prior Rating: Aa2 Current Rating: Aa2, on review for possible downgrade In addition Moody's also said that it has downgraded and left on review for possible downgrade these notes: Class Description: $26,300,000 Class C Secured Floating Rate Deferrable Interest Notes Due March 2051 Prior Rating: A2 Current Rating: Ba3, on review for possible downgrade Moody's also announced that it has downgraded these notes: Class Description: $25,000,000 Class D Secured Floating Rate Deferrable Interest Notes Due March 2051 Prior Rating: Baa2 Current Rating: Ca Class Description: $10,000,000 Class E Secured Floating Rate Deferrable Interest Notes Due March 2051 Prior Rating: Ba1 Current Rating: Ca According to Moody's, the rating actions are the result of deterioration in the credit quality of the transaction's underlying collateral pool, which consists primarily of structured finance securities. SYMMETRY HOLDINGS: High Debt Leverage Cues S&P's 'B' Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' long-term corporate credit rating to Symmetry Holdings Inc. S&P expect Symmetry to acquire Montreal-based Novamerican Steel Holdings Inc. for $494 million net of $91 million cash on hand, using $383 million of debt and $126 million in equity to fund the transaction. The outlook is stable. At the same time, Standard & Poor's assigned its 'B-' secured debt rating, with a recovery rating of '5', to Novamerican Steel Finco Inc.'s $315 million senior secured notes. The '5' recovery rating indicates a modest (10%-30%) recovery of principal in the event of payment default. Novamerican, a wholly owned subsidiary of Symmetry, accounts for substantially all of Symmetry's assets and liabilities. "The ratings on Symmetry reflect the consolidated entity's high debt leverage, its relatively small position in the fragmented North American steel service center industry, and its cyclical operating cash flow owing to the inherent instability of steel prices," said Standard & Poor's credit analyst Donald Marleau. "These weaknesses are offset somewhat by the company's variable cost structure, which mitigates its earnings volatility; good positions in some niche markets; and its countercyclical working capital-related cash flows," Mr. Marleau added. Novamerican has a small share of the fragmented North American steel service center market, offering a suite of general processing services along with some niche value-added processing, distribution, and some manufacturing. The company's operating income fluctuates because it generates a fairly steady percentage margin above its unstable cost of purchased steel. Nevertheless, Novamerican had a good profit track record through intense steel market turbulence in the early 2000s, and is now benefiting from strong market conditions. The stable outlook reflects the combination of good steel market conditions in the next 12 months and the planned reduction of inventories, which should enable the company to reduce its very high debt levels, bringing leverage down to 4.5x-5.0x, commensurate with the ratings. Standard & Poor's expects that Novamerican will participate in the consolidation of the service center industry, and will be acquisitive after achieving modest deleveraging. Nevertheless, the ratings or outlook on Symmetry could face pressure from persistently high debt leverage amid weaker industry conditions, absent debt reduction from working capital and the preservation of good liquidity. TANGER FACTORY: Earns $7.0 Million in 3rd Quarter Ended Sept. 30 ---------------------------------------------------------------- Tanger Factory Outlet Centers, Inc. reported Tuesday results of its third quarter ended Sept. 30, 2007. For the three months ended Sept. 30, 2007, net income available to common shareholders increased 16.4% to $7.0 million, as compared to $6.0 million for the third quarter of 2006. During the first quarter of the previous year, Tanger recognized a net gain on the sale of real estate of $13.8 million. As a result, the company reported net income available to common shareholders of $24.5 million for the nine months ended Sept. 30, 2006, compared to $13.9 million for the first nine months of 2007. The company reported funds from operations available to common shareholders, a widely accepted measure of REIT performance, for the three months ended Sept. 30, 2007, increased 12.3% to $23.9 million, as compared to FFO of $21.2 million, for the three months ended Sept. 30, 2006. For the nine months ended Sept. 30, 2007, FFO increased 11.1% to $67.4 million, as compared to FFO of $59.8 million, for the nine months ended Sept. 30, 2006. Stanley K. Tanger, chairman of the Board and chief executive officer, commented, "Our third quarter results were very positive. Same center net operating income increased 6.2% for the quarter as a result of our continuing efforts to drive rental rates on the renewal and releasing of space as well as certain new high volume tenants exceeding their percentage rental breakpoints during the quarter." At Sept. 30, 2007, the company's consolidated balance sheet showed $1.05 billion in total assets, $760.5 million in total liabilities, $35.4 million in minority interest, and $257.6 million in total stockholders' equity. Financing Activities and Balance Sheet Summary As of Sept. 30, 2007, Tanger had $697.3 million of debt outstanding, equating to a 30.5% debt-to-total market capitalization ratio. The company had $23.3 million outstanding on its $200.0 million in available unsecured lines of credit with 96.7% of Tanger's debt bearing fixed interest rates. During the third quarter of 2007, Tanger continued to maintain a strong interest coverage ratio of 3.40 times, compared to 3.25 times during the third quarter of last year. About Tanger Factory Headquartered in Greensboro, North Carolina, Tanger Factory Outlet Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is a fully integrated, self-administered and self-managed publicly traded REIT. The company presently owns 29 outlet centers in 21 states coast to coast, totaling approximately 8.3 million square feet of gross leasable area. Tanger also manages for a fee and owns a 50% interest in two outlet centers containing approximately 667,000 square feet and manages for a fee two outlet centers totaling approximately 229,000 square feet. * * * Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred stock rating. TECO ENERGY: Fitch Places 'BB+' Ratings Under Positive Watch ------------------------------------------------------------ Fitch Ratings has placed these ratings of TECO Energy, Inc. and its primary operating subsidiary, Tampa Electric Company on Rating Watch Positive: TECO Energy, Inc.: -- Issuer Default Rating 'BB+'; -- Senior Unsecured debt 'BB+'. Tampa Electric Company -- IDR 'BBB'; -- Senior unsecured debt 'BBB+'. Approximately $3.4 billion of debt is affected by these ratings actions. The Rating Watch Positive of TECO reflects Fitch's expectation that the approximate $370 - $380 million of net proceeds from the sale of TECO Transport Corp. will be used to repay parent debt and reduce leverage. TECO announced an agreement to sell the Transport barge operations on Oct. 29, 2007. Fitch expects to resolve the Rating Watch Positive status after the $500 million parent company debt reduction plan is substantially completed. At this time, Fitch considers likely a one-notch upgrade of TECO to 'BBB-'. While the timing of closing of the Transport sale and associated debt reduction cannot be predicted with certainty, TECO and the purchaser, an affiliate of Greenstreet Equity Partners, L.P., anticipate closing the transaction by Dec. 31, 2007. In an initial step towards the goal of reducing parent debt by $500 million by no later than December 2008, TECO retired $110 million of Dock and Wharf bonds at Transport on the maturity date in September 2007 using cash on hand. TECO's liquidity position is considered satisfactory. Nearly all of TECO's $200 million committed bank revolving credit facility is available and Tampa Electric has limited borrowings under its bank facilities. Cash on hand was $220 million as of June 30, 2007. There are nominal debt maturities in 2008 and 2009. The sale of Transport will enable TECO to accelerate the parent level debt reduction effort. Fitch forecasts that repayment of the aforementioned $500 million of parent company debt will drive down the consolidated ratio of debt-to operating EBITDA to approximately 4 times in 2008. Moreover, the divestiture of Transport will lower consolidated business risk because an increasing proportion of consolidated cash flows will be generated by lower risk regulated utilities. TECO repaid approximately $467 million of holding company debt and parent guaranteed debt in the first nine months of 2007. TECO's consolidated ratio of debt to EBITDA was 5.4x for the twelve months ending June 30, 2007 compared to 5.7x at Dec. 31, 2006. The Rating Watch Positive of Tampa Electric reflects the improvement in TECO's consolidated leverage, lower group business risk, and strong stand-alone financials. Tampa Electric's credit ratios are strong for the 'BBB' rating category with an EBITDA to interest ratio of 4.6x as of June 30, 2007. Fitch anticipates Tampa Electric will be able to maintain a strong balance sheet as it funds system growth and investments necessary to maintain a safe and reliable system. The cancellation of the proposed Polk IGCC plant will reduce capital spending at Tampa Electric in the near-term, but will likely lead to greater reliance on gas-fired peaking and combined cycle capacity over time. TENSAR CORP: S&P Affirms 'B' Corporate Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating and other ratings on Tensar Corp. At the same time, all ratings were removed from CreditWatch, where they were placed with positive implications on Aug. 29, 2007, following the ompany's S-1 filing with the SEC for a proposed IPO of up to $201 million. The outlook is stable. Total consolidated debt outstanding, adjusted for operating leases, at June 30, 2007, was about $405 million. "The affirmation and CreditWatch removal reflects our assessment that, in light of current market conditions, the company's proposed IPO is less likely to occur by the end of 2007," said Standard & Poor's credit analyst Sean McWhorter. "Given that the IPO was expected to result in significantly lower debt balances and improved credit measures to a level more in line with a higher rating, prospects for an upgrade are limited at this time. We expect credit measures to stay within the range appropriate for the current rating for the near term." Atlanta, Georgia-based Tensar Corp. primarily converts polyethylene and polypropylene materials into structural products that stabilize soil, provide building and roadway foundation support, and control erosion. S&P rate Tensar's $267 million first-lien bank facility 'B+', one notch above the corporate credit rating, with a recovery rating of '2', indicating expectations for substantial recovery (70%-90%) in the event of a payment default. "Over the intermediate term, if Tensar demonstrates it can sustain leverage of less than 5x over the business cycle, we could revise the outlook to positive or raise the ratings," Mr. McWhorter said. "Alternatively, we could revise the outlook to negative if rising raw-material costs, competitive pricing pressures, or a slowdown in construction activity significantly affect earnings and cash flow, resulting in higher-than-expected debt leverage." THORNBURG MORTGAGE: Fitch Puts 'B' Rating on $1.430MM Certs. ------------------------------------------------------------ Fitch has rated Thornburg Mortgage Securities Trust series 2007-5 residential mortgage pass-through certificates, as: Group 1: -- $754,461,100 classes 1A1, 1AX, 1A2, 2A1, 2AX, 3A1, 3A2, 3A3, 3A4, 3AX1, 3AX2 and A-R ('senior certificates') 'AAA'; -- $11,725,000 class B1 'AA'; -- $5,865,000 class B2 'A'; -- $2,345,000 class B3 'BBB'. Group 2: -- $37,314,100 classes 4A1, 4AX and 4AR ('senior certificates') 'AAA'; -- $6,005,000 class 4B1 'AA'; -- $2,170,000 class 4B2 'A'; -- $1,150,000 class 4B3 'BBB'; -- $1,460,000 class 4B4 'BB'; -- $1,430,000 class 4B5 'B'. The 'AAA' rating on the senior certificates for group 1 reflects the 3.50% subordination provided by the 1.50% non-offered B1 class, the 0.75% non-offered B2 class, the 0.30% non-offered B3 class, the 0.45% non-offered and non-rated B4 class, the 0.30% non-offered and non-rated B5 class and the 0.20% non-offered and non-rated B6 class. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults, as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, the strength of the legal and financial structures, and the capabilities of Wells Fargo Bank, N.A. as master servicer (rated 'RMS1' by Fitch). The 'AAA' rating on the senior certificates for group 2 reflects the 27.50% subordination provided by the 11.75% non-offered 4B1 class, the 4.25% non-offered 4B2 class, the 2.25% non-offered 4B3 class, the 2.86% non-offered 4B4 class, the 2.80% non-offered 4B5 class and the 3.10% non-offered and non-rated 4B6 class. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults, as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, the strength of the legal and financial structures, and the capabilities of Wells Fargo Bank, N.A. as master servicer (rated 'RMS1' by Fitch). The mortgage pool for group 1 consists primarily of 919 recently originated, adjustable rate, conventional, first lien, one-to four-family, residential mortgage loans, a substantial majority of which have original terms to maturity of 30 years. As of the cut- off date, the pool had an aggregate principal balance of approximately $781,125,168. The average loan balance is $850,735, and the weighted average original loan-to-value ratio for the mortgage loans in the pool is approximately 68.33%. The weighted average FICO credit score for the pool is approximately 748. Cash-out and rate/term refinance loans represent 30.73% and 19.51% of the pool, respectively. Second and investor-occupied homes account for 22.21% and 12.60% of the pool, respectively. The states that represent the largest geographic concentration are California (26.00%), New York (12.65%) and Colorado (10.19%). The mortgage pool for group 2 consists primarily of 31 recently originated, adjustable rate, conventional, first lien, one - to four-family, residential mortgage loans, a substantial amount of which have original terms to maturity of 30 years. As of the cut- off date, the pool had an aggregate principal balance of approximately $51,115,114. The average loan balance is $1,648,874, and the weighted average effective loan-to-value ratio for the mortgage loans in the pool is approximately 64.43%. The weighted average FICO credit score for the pool is approximately 725. Cash-out and rate/term refinance loans represent 55.00% and 15.22% of the pool, respectively. Second and investor-occupied homes account for 20.81% and 4.81% of the pool, respectively. The states that represent the largest geographic concentration are California (34.27%), Connecticut (20.69%) and Arizona (12.35%). The mortgage loans in group 2 are adjustable-rate mortgages with the potential to negatively amortize, commonly known as Option ARMs. The Option ARM borrowers have four payment options: interest only, minimum monthly payment, principal and interest payment based on a 15-year amortization schedule, and principal and interest payment based on a 30- or 40-year amortization schedule. The loans may negatively amortize if the borrower chooses to make the MMP particularly in a rising rate environment. The Option ARMs in this pool are mostly indexed to the 1 Year Libor rate. None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. Credit Suisse First Boston Mortgage Securities Corp. deposited the loans in the trust, which issued the certificates, representing undivided beneficial ownership in the trust. For federal income tax purposes, elections will be made to treat the trust fund as one or more real estate mortgage investment conduits (REMICs). LaSalle Bank, N.A. will act as Trustee and Wells Fargo Bank, N.A. will act as securities administrator and master servicer for the trust. TRENTON CONVALESCENT: Case Summary & 21 Largest Unsec. Creditors ---------------------------------------------------------------- Lead Debtor: Trenton Convalescent Center Urban Renewal Associates, L.P. dba The Millhouse 1114 Wynwood Avenue Cherry Hill, NJ 08002 Bankruptcy Case No.: 07-25874 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Trenton Convalescent Center Operating 07-25876 Co., L.P. Chapter 11 Petition Date: October 30, 2007 Court: District of New Jersey (Camden) Debtors' Counsel: Jerrold N. Poslusny, Jr., Esq. Cozen O'Connor LibertyView, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002 Tel: (856) 910-5000 Total Assets Total Debts ------------ ----------- Trenton Convalescent $2,874,490 $8,471,744 Center Urban Renewal Associates, L.P. Trenton Convalescent $1,206,222 $9,774,710 Center Operating Co., L.P. A. Trenton Convalescent Center Urban Renewal Associates, LP's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Greenberg Traurig Legal Fees $23,538 450 South Orange Avenue, Suite 650 Orlando, FL 32801 B. Trenton Convalescent Center Operating Co, LP's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Healthcare Services Group $461,954 3220 Tillman Drive, Suite 300 Bensalem, PA 19020 Neighborcare Pharmacy $219,62 Services P.O. Box 15326 Newark, NJ 07192 Rehabcare Group, Inc. $144,522 P.O. Box 503534 St. Louis, MO 63150-3534 All American Healthcare $75,475 Services Select Medical $56,203 Rehabilitation Service Ms. Santiago $40,000 Prime Medical Supply Co, Inc. $30,544 Greater Nursing Home $17,154 Penn Jersey Paper $10,901 Rothkopf & Zampino $6,051 Sizewise $5,120 Universal Supply $4,428 Sass-Moore Services Corp. $4,322 Bunzl $3,799 G.T.&S., Inc. $3,564 Pharma Care, Inc. $2,919 K.C.I. U.S.A., Inc. $2,198 Office Basics $1,724 Alexander T. Makris, M.D. $1,666 Advance Property Services $1,500 TWEETER HOME: Can Assume & Assign Merchant Service Agreement ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware gave authority to Tweeter Home Entertainment Group, Inc. and its debtor-affiliates to assume and assign to Tweeter Newco, LLC, their merchant services agreement with Discover Financial Services, LLC. Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom, LLP, in Wilmington, Delaware, related that pursuant to the Amended and Restated Asset Purchase Agreement, Tweeter Newco acquired, among other things, the right to designate all of the Debtors' executory contracts for assumption and assignment. Without the sale of the designation rights with respect to the Merchant Services Agreement, Mr. Galardi pointed out that the Debtors may have been obligated to pay certain charges from which the Debtors will not benefit. Mr. Galardi stated that by agreeing to assume and assign the Contracts, the Debtors have relieved their estates of potential damage claims that might otherwise be asserted by non-Debtor parties to the Merchant Services Agreement. The Debtors believe that there are no cure amounts owed with respect to the Merchant Services Agreement, Mr. Galardi noted. Moreover, Mr. Galardi disclosed that Discover Financial holds funds of one or more of the Debtors. Those funds are "excluded assets" under the Purchase Agreement, and will remain property of the Debtors' estate. The Debtors insisted that Discover Financial should be required to return the full amount of those funds to the Debtors within 10 days of an order approving the assumption and assignment of the Merchant Services Agreement. According to the Court order, Tweeter Newco will pay Discover Financial the cure amount fixed at $47,652. Upon set-off of the cure amount against the hold-back amount, Discover Financial will be deemed to have waived all claims against the Debtors in connection with the Merchant Services Agreement. About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- retails mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the Debtors. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. The Court gave the Debtors until Feb. 6, 2008 to file a plan of reorganization. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represent the Official Committee of Unsecured Creditors. (Tweeter Bankruptcy News, Issue No. 11 and 12, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). The Court gave the Debtors until Feb. 6, 2008 to file a plan of reorganization. UNITED SITE: S&P Holds All Ratings and Revises Outlook to Neg. -------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Westborough, Massachusetts-based United Site Services Inc. to negative from stable. S&P affirmed all the ratings, including the 'B-' corporate credit rating. "The outlook revision reflects our increased concerns related to the company's weaker operating results, which are due primarily to the slowdown in residential construction activity, an important driver of demand for its products," said Standard & Poor's credit analyst Judy Chen. The ratings on United Site Services, which rents and services portable restrooms, reflect a number of weaknesses, including a modest revenue base (about $200 million) and narrow product offering; vulnerability to the cyclicality of residential and commercial construction; and limited geographic diversity of revenues, over 50% of which are derived from California. This vulnerable business risk profile is only slightly tempered by the company's leading U.S. market position and a cost-efficient business model. Portable sanitation for residential and commercial construction markets accounts for more than three-quarters of United Site Services' revenues, with the balance of sales derived from the provision of power generation and fencing, as well as sanitation needs for special events and emergency situations. UNITED STATES STEEL: Earns $269 Million in Quarter Ended Sept. 30 ----------------------------------------------------------------- United States Steel Corporation reported net income of $269 million and net sales of $4.35 billion for the third quarter ended Sept. 30, 2007, compared to second quarter 2007 net income of $302 million and net sales of $4.23 billion, and third quarter 2006 net income of $417 million and net sales of $4.11 billion. Commenting on results, U. S. Steel chairman and chief executive officer John P. Surma said, "We had a good quarter as each of our segments effectively responded to diverse challenges, including general economic concerns that affected our major markets. We made good progress in implementing a unified business model for our Tubular segment and are realizing synergies from the Lone Star acquisition." The company reported third quarter 2007 income from operations of $360 million, compared with income from operations of $391 million in the second quarter of 2007 and $561 million in the third quarter of 2006. Other items not allocated to segments in the third quarter of 2007 consisted of a $27 million pre-tax charge related to inventory acquired in the Lone Star acquisition. The tax provision included several discrete charges totaling $11 million. These charges and the item not allocated to segments reduced third quarter 2007 net income by $28 million. In the second quarter of 2007, net interest and other financial costs included a $23 million pre-tax charge related to the early redemption of the company's 9.75% Senior Notes due 2010. This charge reduced net income by $14 million. Other items not allocated to segments in the third quarter of 2006 reduced net income by $21 million, and consisted of employee severance and benefit charges for a workforce reduction of over 20% at the company's Serbian operations. The company repurchased 285,000 shares of common stock for $28 million during the third quarter. At Sept. 30, 2007, the company's consolidated balance sheet showed $13.31 billion in total assets, $7.96 billion in total liabilities, and $5.35 billion in total shareholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended Sept. 30, 2007, are available for free at http://researcharchives.com/t/s?24a7 Outlook Commenting on U. S. Steel's outlook, Surma said, "We expect a decline in overall results for the fourth quarter mainly due to normal seasonal effects and several scheduled blast furnace outages. North American flat-rolled inventories and imports are at relatively low levels and over time the weaker U.S. currency should favor many of our steel-consuming customers. In Europe, steel consumption remains healthy; however, high imports, particularly from China, and high service center inventories are resulting in some pressure on spot prices and order rates." About U.S. Steel Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a wide variety of steel sheet, tubular and tin products; coke, and taconite pellets; and has a worldwide annual raw steel capability of 26.8 million net tons. U. S. Steel's domestic primary steel operations are: Gary Works in Gary, Ind.; Great Lakes Works in Ecorse and River Rouge, Mich.; Mon Valley Works, which includes the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless Works near Philadelphia, Pa.; Granite City Works in Granite City, Ill.; Fairfield Works near Birmingham, Ala.; Midwest Plant in Portage, Ind.; and East Chicago Tin in East Chicago, Ind. The company also operates two seamless tubular mills, Lorain Tubular Operations in Lorain, Ohio; and Fairfield Tubular Operations near Birmingham, Ala. * * * As reported in the Troubled Company Reporter on Aug. 30, 2007, Standard & Poor's Ratings Services revised its outlook on United States Steel Corp. to negative from stable and affirmed all ratings for the steel producer, including its 'BB+' corporate credit rating. VANGUARD HOLDING: Moody's Revises Outlook to Negative from Stable ----------------------------------------------------------------- Moody's Investors Service revised Vanguard Health System Inc.'s rating outlook to negative from stable. The negative outlook reflects the ongoing challenges Moody's expects the company will face in the next year. Moody's believes that the combination of industry challenges, such as weak volume trends and increasing exposure to bad debt, and company specific issues, such as difficulties in the Chicago market and potential tightening liquidity, will continue to pressure the company's operating results, make improving credit metrics difficult and limit the ability to lower the amount of debt. Moody's also affirmed the current ratings, including the B2 Corporate Family Rating assigned to Vanguard Health Holding I, LLC, the highest level organization in the corporate structure with rated debt. The affirmation of the ratings reflects the expectation that the company will continue to operate with high financial leverage and limited interest coverage. Operating cash flow coverage of debt is also expected to continue to be appropriate for the single B rating category. Moody's anticipates that Vanguard will not likely generate positive free cash flow in the next year although cash use is not expected to be as high as prior periods as many of the company's capital projects in San Antonio and Phoenix come to completion. Additionally, the addition of new services and good market position in the company's most important markets has resulted in a continuation of positive pricing trends. Ratings affirmed/LGD assessments revised: Vanguard Health Holding Company I, LLC and Vanguard Holding Company I, Inc. (co-issuers): * Corporate family rating, B2 * Probability of Default Rating, B2 * $216 million 11.25% senior discount notes, due 2015, Caa1 (LGD6, 95%) Vanguard Health Holding Company II, LLC and Vanguard Holding Company II, Inc. (co-issuers): * $250 million senior secured revolving credit facility, due 2010, from Ba3 (LGD2, 26%) to Ba3 (LGD2, 25%) * $795.7 million senior secured term loan, due 2011, from Ba3 (LGD2, 26%) to Ba3 (LGD2, 25%) * $575 million 9% senior subordinated notes, due 2014, Caa1 (LGD5, 81%) Headquartered in Nashville, Tennessee, Vanguard owns and operates acute care hospitals and complementary outpatient facilities principally located in urban and suburban markets. As of June 30, 2007, Vanguard operated 15 acute care hospitals in four states. For the fiscal year ended June 30, 2007, the company generated approximately $2.6 billion in net revenue. WASHINGTON MUTUAL: Fitch Takes Rating Actions Various Certificates ------------------------------------------------------------------ Fitch Ratings has taken rating actions on these Washington Mutual residential mortgage-backed certificates: WAMU series 2003-S5 Group 1 & 3 -- Class A affirmed at 'AAA'; WAMU series 2003-S5 Group 2 -- Class A affirmed at 'AAA'; -- Class II-B-2 affirmed at 'A+'; -- Class II-B-5 affirmed at 'BB'; WAMU series 2006-AR6 -- Class A affirmed at 'AAA'; WAMU series 2006-AR8 Group 1 -- Class A affirmed at 'AAA'; -- Class 1-B-1 affirmed at 'AA'; WAMU series 2006-AR8 Group 2 -- Class A affirmed at 'AAA'; WAMU series 2006-AR10 Group 1 -- Class A affirmed at 'AAA'; WAMU series 2006-AR10 Group 2 -- Class A affirmed at 'AAA'; WAMU series 2006-AR12 Group 1 -- Class A affirmed at 'AAA'; WAMU series 2006-AR12 Group 2 -- Class A affirmed at 'AAA'; WAMU series 2006-AR14 Group 1 -- Class A affirmed at 'AAA'; WAMU series 2006-AR14 Group 2 -- Class A affirmed at 'AAA'. The affirmations, affecting approximately $5.455 billion of the outstanding certificates, are due to credit enhancement consistent with future loss expectations. As of September 2007 remittance date, the pool factors for these deals range from 42% to 90%. The collateral for the above WAMU deals primarily consists of 15- to 30-year fixed-rate mortgages secured by first liens on one- to four-family residential properties. The 'AR' deals have collateral which consists of 15- to 30-year adjustable-rate mortgages, also secured by first liens on one- to four-family residential properties. All of the above deals are master serviced by Washington Mutual Mortgage Securities Corp., which is rated 'RMS2+' by Fitch. WESTERN OIL: Moody's Lifts Rating on $450 Million Senior Notes -------------------------------------------------------------- Moody's Investors Service upgraded to Baa3 from Ba2 the ratings for Western Oil Sands Inc.'s $450 million 8.375% senior secured notes due 2012 and its 5-year CDN$805 million senior secured revolver, following the closing of Marathon Oil Corporation's acquisition of WTO on Oct. 18, 2007. The rating outlook is stable. In addition, WTO's LGD 3 ratings for the notes and bank facility were withdrawn, reflecting the investment grade status of the notes and facility. The rating upgrade is based on WTO's position as a wholly-owned strategic core operation of Marathon Oil (senior unsecured debt rated Baa1) with a strong level of implied support, following Marathon's $6.9 billion acquisition, which was funded from a combination of cash and Marathon common shares. Moody's notes the Baa3 rating does not reflect any notching uplift from the pre-existing security interest in WTO's shares of the Athabasca Oil Sands Project, which will remain in place subject to the provisions of the secured note indenture. There is no current indication that Marathon intends to guarantee the WTO debt. However, WTO will continue to provide audited financial statements, allowing Moody's to maintain its ratings. Both the senior secured notes and the revolver remain outstanding, the latter with approximately CDN$500 million drawn. Western Oil Sands, Inc. is headquartered in Calgary, Alberta, Canada. Marathon Oil Corporation is headquartered in Houston, Texas. WINDSOR PETROLEUM: S&P Holds 'BB+' Rating on $239.1MM Notes ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed the 'AA+' rating on Windsor Petroleum Transport Corp.'s $111.7 million secured serial notes due 2010 and the 'BB+' rating on the $239.1 million secured term notes due 2021. At the same time, the outlook on the $111.7 million notes was revised to negative from stable. The revision was a result of the negative outlook of BP PLC (AA+/Negative/A- 1+), the parent of BP Shipping Ltd., which is the charter counterparty of Windsor's four very large crude carriers. In most project structures, the rating of the project may be constrained by the rating of the weakest counterparty that is critical to the project. The outlook revision reflects the potential for increased counterparty risk. The operational and financial performance of the project is still consistent with pro forma projections. Windsor and its owner companies are wholly owned subsidiaries of Frontline Ltd. (not rated), a publicly listed Bermuda company, which operates a fleet of more than 75 vessels. Frontline performs all management functions and has been a major factor in tanker industry consolidation. The negative outlook on Windsor's $111.7 million notes reflects the credit quality of BP PLC, the sole provider of cash flows for the project through the initial charter period. Once the secured serial notes are paid in full, the secured term notes maturing in 2021 will not be constrained by BP PLC's rating, as long as it is at or above the rating of the term notes. "Other factors, such as the condition of the shipping industry, the level of VLCC charter rates, and the robustness of the oil markets may weaken the term notes' credit quality," noted Standard & Poor's credit analyst Justin Martin. "If, subsequent to the initial charter period, the project earns sufficient revenue to significantly augment the debt service reserve, the rating on the term notes may improve," he continued. WOODHOUSE NL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Woodhouse N.L., L.L.C. 454 Menlo Park Mall Edison, NJ 07102 Bankruptcy Case No.: 07-25812 Type of Business: The Debtor sells sofas. Chapter 11 Petition Date: October 30, 2007 Court: District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: Stephen Ravin, Esq. Forman, Holt, Eliades & Ravin, L.L.C. 218 Route 17 North Rochelle Park, NJ 07662 Tel: (201) 845-1000 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ The Star Ledger $57,299 1 Star Ledger Plaza Newark, NJ 07102 All-Ways Forwarding $47,283 P.O. Box 8695 701 Newark Avenue, Suite 300 Elizabeth, NJ 07208 Millenium Radio New Jersey $35,958 109 Walters Avenue Newark, NJ 07195 The Trenton Times $29,978 Expedite Direct Mail & $13,875 Fulfilment Amper, Politziner $13,000 Hanghou Hailong Furniture $12,431 Co. Full Farrell Furniture $10,906 Manufacturer, Ltd. Leftbank Art $7,988 Ultra Sales $7,354 Best Home Furnishings $5,871 Roost $4,495 J.A. Salerno $4,284 P.S.E.&G. $3,961 Profit System $3,195 Goldberg Glass $1,894 Marine Container $1,524 Select Express $1,372 Red Vanilla $1,323 Dash and Albert $1,090 WYNN RESORTS: Earns $44.7 Million in 3rd Quarter Ended Sept. 30 --------------------------------------------------------------- Wynn Resorts Limited reported Tuesday financial results for the quarter ended Sept. 30, 2007. On a US GAAP basis, net income for the quarter was $44.7 million, compared to net income of $715.7 million in 2006. Net income for the quarter in 2006 was positively influenced by $779.0 million due to the completion of the sale of a subconcession in Macau, a non-recurring item. Net revenues for the third quarter of 2007 were $653.4 million, compared to $318.1 million in the third quarter of 2006. Results for this quarter include a full quarter of operations of Wynn Macau, which opened on Sept. 6, 2006. The revenue increase was driven by the opening of Wynn Macau and strong Wynn Las Vegas results. Consolidated adjusted property EBITDA was $186.0 million for the third quarter of 2007, compared to $79.6 million in the third quarter of 2006. Adjusted net income in the third quarter of 2007 was $73.4 million compared to an adjusted net loss of $1.3 million in the third quarter of 2006. Interest expense, net of $13.0 million in capitalized interest, was $34.7 million for the third quarter of 2007. Depreciation and amortization expenses were $56.0 million and pre-opening expenses were $1.5 million during the quarter. Corporate expense and other was $17.2 million in the third quarter, including $5.2 million in stock based compensation. Balance Sheet and Capital Expenditures Total cash balances at the end of the quarter were $875.9 million, including unrestricted cash balances of $829.1 million and cash balances restricted for the company's construction and development projects of $46.8 million. Total debt outstanding at the end of the quarter was $2.4 billion, including approximately $1.7 billion of Wynn Las Vegas debt, and $552 million of Wynn Macau-related debt. Capital expenditures during the third quarter of 2007, net of changes in construction payables and retention, totaled approximately $304.6 million, primarily attributable to Encore. On Oct. 3, 2007, the company completed a secondary common stock offering of 4,312,500 shares with net proceeds of $154 per share or a total of $664.1 million. The company intends to use the proceeds for general corporate purposes and to enhance the company's financial flexibility for future projects and potential new developments. About Wynn Resorts Headquartered in Las Vegas, Wynn Resorts Limited (Nasdaq: WYNN) -- http://www.wynnresorts.com-- owns and operates Wynn Las Vegas, a luxury hotel and destination casino resort located on the Las Vegas Strip. Wynn Las Vegas features 2,716 luxurious guest rooms and suites; an approximately 111,000 square foot casino; 22 food and beverage outlets; an on-site 18-hole golf course; approximately 223,000 square feet of meeting space; an on-site Ferrari and Maserati dealership; and approximately 76,000 square feet of retail space. On Sept. 6, 2006, Wynn Macau, a destination casino resort in the Macau Special Administrative Region of the People's Republic of China, opened. Wynn Macau currently features 600 deluxe hotel rooms and suites; approximately 130,000 square feet of casino gaming space; casual and fine dining in five restaurants; approximately 26,000 square feet of retail space; a health club, pool and spa, along with lounges and meeting facilities. * * * As reported in the Troubled Company Reporter on Oct. 24, 2007, Moody's Investors Service assigned a Ba3 corporate family rating, Ba3 probability of default rating, and stable rating outlook to Wynn Resorts Limited. At the same time, Moody's assigned a B2 (LGD-6, 91%) to Wynn HoldCo's existing $1 billion senior unsecured delay draw term loan due 2010. * DOJ Awards Kroll Contract to Audit Individual Bankruptcy Filings ------------------------------------------------------------------ Kroll reported that the Office of the U.S. Trustee of the Department of Justice awarded Kroll's Government Services division a contract to provide random and targeted audits of bankruptcy filings. The two-year agreement has a total estimated value of $1,700,000. The new program seeks to ensure that individuals filing for bankruptcy have properly and accurately disclosed their assets. The project utilizes Kroll expertise in forensic accounting and asset tracking. "Kroll participated in the pilot which was the basis for this program. It is gratifying to be selected to support it on an on- going basis," said Jeff Schlanger, president, Kroll Government Services. Kroll was one of two companies selected to provide debtor audit services for these states: Connecticut, Massachusetts, Maine, New Hampshire, New York, Rhode Island and Vermont, District of Columbia, Delaware, Maryland, New Jersey, Pennsylvania, South Carolina, Virginia, and West Virginia, Michigan and Ohio. Kroll Government Services is also currently working on substantial background investigation contracts for the Department of Homeland Security's Transportation Security Administration, Immigration and Customs Enforcement, U.S. Customs & Border Protection, as well as the Office of Personnel Management. About Kroll Government Kroll Government Services division, a subsidiary of Kroll, is responsible for marketing and coordinating the services of Kroll's diverse practices to local, state and federal agencies throughout the United States. It is also responsible for managing Kroll's compliance monitoring services and for conducting security clearance background investigations of U.S. government personnel. About Kroll Headquartered in New York, Kroll -- http://www.kroll.com/-- provides investigative, intelligence, financial, security and technology services to help clients reduce risks, solve problems and capitalize on opportunities. It is a subsidiary of Marsh & McLennan Companies Inc., the global professional services firm. * Thomas D. Hays, III Receives Bisbee Award from Red Cross ---------------------------------------------------------- Thomas D. Hays, III, CTP, a principal of NachmanHaysBrownstein Inc., has received the prestigious Jane Bisbee Award from the American Red Cross, Southeastern Pennsylvania Chapter (SEPA). The American Red Cross is a humanitarian organization led by volunteers, and guided by its Congressional Charter and the Fundamental Principles of the International Red Cross Movement, to provide relief to victims of disasters and help people prevent, prepare for, and respond to emergencies. The Jane Bisbee Award is given to a Board member, with less than 5 years of service, who has made a significant impact in helping the American Red Cross to fulfill its mission. In bestowing this award, the American Red Cross stated, "Tom Hays is a key leader in the SEPA chapter of the American Red Cross, serving as an elected Board and Executive Committee member, and also chairing the Audit Committee during a time of major transition. Mr. Hays has been an indispensable member of the Executive Committee and has a sharp eye on all things financial." Thomas D. Hays, III is a Principal of NachmanHaysBrownstein Inc., one of the country's leading corporate renewal firms, which has been included among the "Outstanding Turnaround Firms" in Turnarounds & Workouts for the past twelve consecutive years. He has principal responsibility for the firm's financial activities. Mr. Hays has served as an Interim CEO of Murphy Marine Services, d/b/a The Holt Group. His successes in the bankruptcy litigation field include acting as expert witness for the Trustee in the Merry-Go-Round case, in which the estate received a significant settlement from its former professionals. Tom Hays also has extensive experience in forensic accounting and litigation-related matters, and is a Certified Public Accountant (inactive license). Mr. Hays is a Certified Turnaround Professional, and served as the Chairman of the Turnaround Management Association, an international organization of 7,000 members that provides support for and advances the practice of corporate renewal. He has also served as Chairman of the Association of Certified Turnaround Professionals, the body charged with establishing and maintaining the integrity of the professional certification and accreditation of turnaround professionals. Thomas D. Hays, III is also a graduate of the University of Minnesota, a Certified Public Accountant in Minnesota and Pennsylvania (inactive licenses), and is a member of the American Institute of Certified Public Accountants (AICPA), AICPA's Consulting Division, and the Pennsylvania Institute of CPAs. About NachmanHaysBrownstein Headquartered in Philadelphia, NachmanHaysBrownstein Inc. -- http://www.nhbteam.com/-- is one of the country's leading turnaround and crisis management firms, having been included among the "Outstanding Turnaround Firms" in Turnarounds & Workouts for the past twelve consecutive years. NHB demonstrates leadership in corporate renewal by creating value and preserving capital through turnaround and crisis management, financial advisory, investment banking and fiduciary services to financially challenged companies throughout America, as well as through their investors, lenders and trade creditors. NHB focuses on producing lasting performance improvement and maximizing the business' value to stakeholders by providing the leadership and credibility required to reconcile the client's objectives, economic reality and available alternatives to establish an achievable goal. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Earnest Leon Lewis Bankr. D. Md. Case No. 07-20464 Chapter 11 Petition filed October 23, 2007 See http://bankrupt.com/misc/mdb07-20464.pdf In Re Darryl A. Stuckey Bankr. D. Md. Case No. 07-20434 Chapter 11 Petition filed October 23, 2007 Filed as Pro Se In Re Huisraad Short Hills, L.L.C. Bankr. D. N.J. Case No. 07-25496 Chapter 11 Petition filed October 24, 2007 See http://bankrupt.com/misc/njb07-25496.pdf In Re Huisraad Menlo Bankr. D. N.J. Case No. 07-25518 Chapter 11 Petition filed October 24, 2007 See http://bankrupt.com/misc/njb07-25518.pdf In Re Huisraad Princeton N.L., L.L.C. Bankr. D. N.J. Case No. 07-25520 Chapter 11 Petition filed October 24, 2007 See http://bankrupt.com/misc/njb07-25520.pdf In Re Huisraad Bridgewater, L.L.C. Bankr. D. N.J. Case No. 07-25522 Chapter 11 Petition filed October 24, 2007 See http://bankrupt.com/misc/njb07-25522.pdf In Re 166 West 72nd Corp. Bankr. S.D. N.Y. Case No. 07-13350 Chapter 11 Petition filed October 24, 2007 See http://bankrupt.com/misc/nysb07-13350.pdf In Re Franklyn Ross Michelin Bankr. S.D. Fla. Case No. 07-19075 Chapter 11 Petition filed October 24, 2007 Filed as Pro Se In Re Other Peoples Properties, L.L.C. Bankr. S.D. Ind. Case No. 07-10452 Chapter 11 Petition filed October 24, 2007 Filed as Pro Se In Re Aunt Sissy's Daycare, L.L.C. Bankr. S.D. W.V. Case No. 07-40213 Chapter 11 Petition filed October 24, 2007 Filed as Pro Se In Re C.M. Morris Investments Bankr. D. Ariz. Case No. 07-02115 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/azb07-02115.pdf In Re Jurewicz, Inc. Bankr. M.D. Fla. Case No. 07-04809 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/flmb07-04809.pdf In Re Kang Realty Corp. Bankr. M.D. Fla. Case No. 07-05240 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/flmb07-05240.pdf In Re Sayreville Bar Enterprise, L.L.C. Bankr. D. N.J. Case No. 07-25629 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/njb07-25629.pdf In Re Las Vegas Kitchen, L.L.C. Bankr. D. Nev. Case No. 07-16969 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/nvb07-16969.pdf In Re Xiomara E. Varela Bankr. C.D. Calif. Case No. 07-19666 Chapter 11 Petition filed October 25, 2007 Filed as Pro Se In Re West Side Condo Corp. Bankr. E.D. N.Y. Case No. 07-45803 Chapter 11 Petition filed October 25, 2007 Filed as Pro Se In Re Maryse Boutique Bankr. D. Ariz. Case No. 07-05619 Chapter 11 Petition filed October 25, 2007 Filed as Pro Se In Re Mimric, Inc. Bankr. D. Ariz. Case No. 07-05620 Chapter 11 Petition filed October 25, 2007 Filed as Pro Se In Re Glory Ministries, Inc. Bankr. W.D. Tenn. Case No. 07-30542 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/tnwb07-30542.pdf In Re Hill Country Home Audio & Video, L.L.C. Bankr. W.D. Tex. Case No. 07-52792 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/txwb07-52792.pdf In Re J.M.D.Q.4, L.L.C. Bankr. W.D. Tex. Case No. 07-61048 Chapter 11 Petition filed October 25, 2007 See http://bankrupt.com/misc/txwb07-61048.pdf In Re Biopark Foundations, Inc. Bankr. D. Ariz. Case No. 07-02134 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/azb07-02134.pdf In Re Gregory A. Friedman Bankr. D. Ariz. Case No. 07-02135 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/azb07-02135.pdf In Re Nutech Solutions, Inc. Bankr. D. Ariz. Case No. 07-05641 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/azb07-05641.pdf In Re Anastasios Alexiou Bankr. S.D. Ind. Case No. 07-10546 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/insb07-10546.pdf In Re Waretown Shops, L.L.C. Bankr. D. N.J. Case No. 07-25668 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/njb07-25668.pdf In Re F.&J. Continental Food Corp. Bankr. S.D. N.Y. Case No. 07-23054 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/nysb07-23054.pdf In Re Hardwear, L.L.C. Bankr. W.D. Penn. Case No. 07-26743 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/pawb07-26743.pdf In Re Capital Financial, Inc. Bankr. C.D. Calif. Case No. 07-19737 Chapter 11 Petition filed October 26, 2007 Filed as Pro Se In Re B.&K. Contractors, Inc. Bankr. E.D. Penn. Case No. 07-16260 Chapter 11 Petition filed October 26, 2007 Filed as Pro Se In Re Allstate Holding Group, L.L.C. Bankr. M.D. Tenn. Case No. 07-07921 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/tnmb07-07921.pdf In Re Iams Funeral Home, Inc. Bankr. N.D. W.V. Case No. 07-01397 Chapter 11 Petition filed October 26, 2007 See http://bankrupt.com/misc/wvnb07-01397.pdf In Re Jonathan A. Loy Bankr. E.D. Va. Case No. 07-51040 Chapter 11 Petition filed October 28, 2007 See http://bankrupt.com/misc/vaeb07-51040.pdf In Re Table Mountain Ranch, Inc. Bankr. D. Colo. Case No. 07-22482 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/cob07-22482.pdf In Re 1725 Jefferson Street, L.L.C. Bankr. S.D. Fla. Case No. 07-19206 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/flsb07-19206.pdf In Re Novita Accessories, Inc. Bankr. S.D. Fla. Case No. 07-19219 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/flsb07-19219.pdf In Re H. Russel Hudson Bankr. W.D. Penn. Case No. 07-11749 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/pawb07-11749.pdf In Re Bert Michael McHenry Bankr. E.D. Calif. Case No. 07-13541 Chapter 11 Petition filed October 29, 2007 Filed as Pro Se In Re T.M.E.D., Inc. Bankr. M.D. Tenn. Case No. 07-07944 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/tnmb07-07944.pdf In Re David W. Langley Bankr. M.D. Tenn. Case No. 07-07979 Chapter 11 Petition filed October 29, 2007 See http://bankrupt.com/misc/tnmb07-07979.pdf In Re David McCallister, Inc. Bankr. M.D. Fla. Case No. 07-10333 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/flmb07-10333.pdf In Re The Deep of Tampa, Inc. Bankr. M.D. Fla. Case No. 07-10371 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/flmb07-10371.pdf In Re Greensburg Tire, Inc. Bankr. W.D. Ky. Case No. 07-11264 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/kywb07-11264.pdf In Re Greensburg Tire Wholesale, Inc. Bankr. W.D. Ky. Case No. 07-11267 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/kywb07-11267.pdf In Re Steven D. Klingerman Bankr. E.D. N.C. Case No. 07-02455 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/nceb07-02455.pdf In Re Medford Tire, Inc. Bankr. E.D. N.Y. Case No. 07-74344 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/nyeb07-74344.pdf In Re Blondie's Inn, Inc. Bankr. M.D. Penn. Case No. 07-03476 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/pamb07-03476.pdf In Re Jose F. Rodriguez, M.R. Bankr. D. P.R. Case No. 07-06387 Chapter 11 Petition filed October 30, 2007 See http://bankrupt.com/misc/prb07-06387.pdf In Re White Horse On Campus, Inc. Bankr. C.D. Ill. Case No. 07-91634 Chapter 11 Petition filed October 30, 2007 Filed as Pro Se In Re Greennotes Bankr. N.D. Tex. Case No. 07-44707 Chapter 11 Petition filed October 30, 2007 Filed as Pro Se In Re 506 Broadway Inc. Bankr. S.D. N.Y. Case No. 07-13432 Chapter 11 Petition filed October 30, 2007 Filed as Pro Se In Re Edward Franklin Walker Bankr. N.D. Calif. Case No. 07-53520 Chapter 11 Petition filed October 30, 2007 Filed as Pro Se ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C. Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***