T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 4, 2007, Vol. 11, No. 287 Headlines 1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors 12 PERCENT FUND: Case Summary & 20 Largest Unsecured Creditors 1755 AQUA: Modifies Terms on Public Sale of Real Estate ACE SECURITIES: Moody's Downgrades Ratings on 53 Tranches ACTIS GLOBAL: Sept. 30 Balance Sheet Upside-Down by $10 Million AEGIS MORTGAGE: Court Sets February 1 as General Claims Bar Date AEGIS MORTGAGE: Wells Fargo Wants Stay Lifted to Pursue Actions AVANZIT SA: Chapter 15 Petition Summary BLACKHAWK AUTOMOTIVE: Can Access GM's $3.2 Mil. PostPetition Fund BEAR STEARNS: Westbrook, et al. Support Chapter 15 Denial BEAR STEARNS: Samuel Cohen Sues Bear Stearns Directors & Officers BEAR STEARNS: Navigator Says NY Supreme Ct. Should Hear Complaint BEAR STEARNS: Former Co-President W. Spector Gets $23,000,000 BIG A DRUG: Taps DJM Realty to Auction Off California Store Leases BROWN SHOE: Earns $27 Million in Quarter Ended November 3 CAITHNESS COSO: Extends Pricing of $90MM Notes and $375MM Bonds CALLIDUS DEBT: Moody's Rates $25.5 Million Class E Notes at Ba2 CAPITAL GROWTH: Posts $12.4 Million Net Loss in Third Quarter CAPITALSOURCE COMM'L: Moody's Puts Rating on Class E Notes at Ba2 CHICAGO H&S: Committee Wants Polsinelli Shalton as Counsel CHRYSLER LLC: Invests $48 Million to Support New Dodge Production CHRYSLER LLC: Overall November 2007 U.S. Sales Down 2 Percent CLAYTON WILLIAMS: Moody's Changes Rating Outlook to Negative CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $8.4 Million CORD BLOOD: Completes $1.9 Million Offering of 0% Senior Notes CREDIT SUISSE: Fitch Upgrades Rating on Class H & G Certificates CWMBS INC: Fitch Rates Class B-3 Certificates at BB CYBER DEFENSE: Sept. 30 Balance Sheet Upside-Down by $38.1 Million DELPHI CORP: Seeks 3-Month Extension of Excl. Plan Filing Period DLJ COMMERCIAL: Fitch Junks Rating on Class B-7 Certificates E3 BIOFUELS-MEAD: Case Summary & 36 Largest Unsecured Creditors E*TRADE FINANCIAL: Moody's Cuts Ratings and Says Outlook is Neg. EDS CORP: Completes $420 Million Buyout of Saber Corp.'s Stake ENERGY FUTURE: Sells Bonds to Berkshire Hathaway for $2 Billion ENTRAVISION COMM: Acquiring Mega Comm.'s WNUE-FM for $24 Million FDT ENTERPRISES: Case Summary & Three Largest Unsecured Creditors FEDDERS CORP: Taps Devonshire Realty as Real Estate Broker FELLOWS ENERGY: Earns $544,112 in Third Quarter Ended Sept. 30 FORD MOTOR: Overall November 2007 U.S. Sales Up 0.4 Percent GENERAL MOTORS: Overall November 2007 U.S. Sales Down 11 Percent GEORGIA CAROLINA: Case Summary & 11 Largest Unsecured Creditors GLOBAL REALTY: Posts $3.6 Million Net Loss in Third Quarter HEWITT'S ISLAND: Moody's Rates $10.3 Million Class E Notes at Ba2 IPOFA WEST: Court Appoints Joseph Luzinski as Chapter 11 Trustee IPOFA WEST: Chapter 11 Trustee Taps Willcox Savage as Counsel IXIS Real: Moody's Lowers Ratings on Seven Tranches JAMES RIVER: UBS Investment Will Purchase Add'l 675,000 Shares K-SEA TRANSPORTATION: Moody's Holds B1 Corporate Family Rating KIM HEINZ: Case Summary & Six Largest Unsecured Creditors LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on Six Cert. Classes LEGACY COMMS: Sept. 30 Balance Sheet Upside-Down by $2,622,580 LEHMAN MORTGAGE: Fitch Rates Four Certificate Classes at Low-B LENNAR CORP: Sells 11,000 Home Sites to Morgan Stanley for $525MM LEVITZ FURNITURE: Committee Balks at Use of GECC's Cash Collateral LEVITZ FURNITURE: Gets Interim Court Okay on FTI as Crisis Manager MASTR ASSET: Moody's Downgrades Ratings on 11 Tranches MEDCATH HOLDINGS: Debt Repayment Cues Moody's Positive Outlook MICHAELS STORES: Nov. 3 Balance Sheet Upside-Down by $2.94 Billion MORGAN STANLEY: Fitch Puts Low-B Ratings on Four Cert. Classes MORTGAGE LENDERS: Asks Court to Approve Pacts with 4 U.S. States NATIONAL RV INC: Case Summary & 40 Largest Unsecured Creditors NUTECH DIGITAL: Posts $97,998 Net Loss in Third Quarter PACIFIC GOLD: Posts $1,905,330 Net Loss in Third Quarter PACIFIC LUMBER: Reaches Agreement with BoNY on Mediation Protocols PAC-WEST TELECOMM: Emerges from Chapter 11 Protection in Delaware PAUL BAILEY: Case Summary & 16 Largest Unsecured Creditors PERFORMANCE TRANS: Wants to Hire Jones Day as Bankr. Counsel PERFORMANCE TRANS: Wants Proposed Asset Sale Procedures Approved PETRO ACQUISITIONS: List of 30 Largest Unsecured Creditors PETRO ACQUISITIONS: Gets Interim Approval to Access DIP Funds PHARMED GROUP: Files Schedules of Assets and Liabilities PHARMED GRP: Hires Ladenburg Thalmann as PAL's Investment Bankers PNC COMMERCIAL: Fitch Cuts DR Rating on $7 Million Class M Notes PITTSBURGH METALS: Case Summary & 25 Largest Unsecured Creditors POPE & TALBOT: Asks Court's OK to Hire S. Rives as Outside Counsel POPE & TALBOT: Selects FTI Consulting as Financial Advisor POPE & TALBOT: U.S. Trustee Appoints 5-Member Creditors Committee POPE & TALBOT: Informs B.C. Supreme Court of APA with InterFor QUAKER FABRIC: Can Reject Unexpired Leases Under Gordon Pact QUEST MINERALS: Sept. 30 Balance Sheet Upside-Down by $3,318,729 RESCARE INC: Increases Credit Facility to $250 Million ROADHOUSE GRILL: Files Schedules of Assets and Liabilities ROADHOUSE GRILL: Court OKs Genovese Joblove as Committee's Counsel SHANDONG ZHOUYUAN: Posts $167,810 Net Loss in Third Quarter SHEARSON FINANCIAL: Posts $723,824 Net Loss in Third Quarter TACOS EL GORDO: Case Summary & Three Largest Unsecured Creditors THORPE INSULATION: Pacific Wants Ex-Judge Renfrew as Futures Rep. THORPE INSULATION: Wants to Hire Morgan Lewis as Insurance Counsel TRAVELCLICK HOLDINGS: Moody's Puts Corporate Family Rating at B1 TREY RESOURCES: SWK Solutions Inks Financing Deal to Fund Buyout TRIAXX FUNDING: Moody's Cuts Ratings on Mezzanine Term Notes UNITED REFINING: Earns $85.7 Mil. in Year Ended August 31, 2007 UNUM GROUP: Reports Final Results of $400 Million Tender Offers US ENERGY: Sept. 30 Balance Sheet Upside-Down by $3,709,505 VALEIRE CUMMINGS: Case Summary & 15 Largest Unsecured Creditors WATERFORD EQUITIES: Can File Schedules & Statements on January 21 WATERFORD EQUITIES: Section 341(a) Meeting Set for January 17 WESCO INTERNATIONAL: Moody's Affirms Ratings with Stable Outlook WISCONSIN AVENUE: Fitch Holds Rating on Class C Certs. at BB+ ZG GATHERING: Case Summary & Six Largest Unsecured Creditors * Contraction in Credit Manager's Index Adds to Recession Fears * Robert Soriano Named Greenberg Traurig Shareholder * NachmanHaysBrownstein Names Angela Phillips as Managing Director * Large Companies with Insolvent Balance Sheet ********* 1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: The 1031 Tax Group, L.L.C. 10800 Midlothian Turnpike 300 Richmond, VA 23235 Bankruptcy Case No.: 07-11448 Debtor-affiliates filing separate chapter 11 petitions on November 30, 2007: Entity Case No. ------ -------- Columbus Works Virginia Trust 07-13799 Parkway Virginia Trust 07-13798 Debtor-affiliates filing separate chapter 11 petitions on May 14, 2007: Entity Case No. ------ -------- Security 1031 Services, L.L.C. 07-11447 1031 Advance 132, L.L.C. 07-11449 1031 Advance, Inc. 07-11450 1031 TG Oak Harbor, L.L.C. 07-11451 Atlantic Exchange Company, Inc. 07-11452 Atlantic Exchange Company, L.L.C. 07-11453 Exchange Management, L.L.C. 07-11454 Investment Exchange Group, L.L.C. 07-11455 National Exchange Accommodators, L.L.C. 07-11456 National Exchange Services Q.I., Ltd. 07-11457 National Intermediary, Ltd. 07-11458 NRC 1031, L.L.C. 07-11459 Real Estate Exchange Services, Inc. 07-11460 Rutherford Investment, L.L.C. 07-11461 Shamrock Holdings Group, L.L.C. 07-11462 Type of Business: The Debtor is a privately held consolidated group of qualified intermediaries created to service real property exchanges under Section 1031 of the Internal Revenue Code. See http://www.ixg1031.com/ Chapter 11 Petition Date: May 14, 2007 Court: Southern District of New York (Manhattan) Judge: Allan L. Gropper Debtors' Counsel: Norman N. Kinel, Esq. Dreier L.L.P. 499 Park Avenue New York, NY 10022 Tel: (212) 328-6100 Fax: (212) 328-3801 Financial Condition of The 1031 Tax Group, L.L.C.: Estimated Assets: More than $100 Million Estimated Debts: More than $100 Million Financial Condition of Debtor-affiliates filing separate chapter 11 petitions on November 30, 2007: Estimated Assets Estimated Debts ---------------- --------------- Columbus Works Virginia Trust $1 Million to More than $100 Million $100 Million Parkway Virginia Trust $1 Million to More than $100 Million $100 Million A. Consolidated List of 21 Largest Unsecured Creditors of Debtors filing separate chapter 11 petitions on May 14, 2007: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dr. and Mrs. Bordoni trade debt $10,645,330 478 Sequoia Way Los Altos, CA 94024 Capitol Aggregates, Ltd. trade debt $8,115,800 c/o Gaydos, J. P.O. Box 33240 San Antonio, TX 78265 Newton Bayard Limited trade debt $4,358,266 Partnership 75 Second Avenue Needham, MA 02494 Siox Realty Corp. trade debt $3,945,904 212-07 33rd Road Bayside, NY 11361 William Newton trade debt $3,362,955 405 Country Lane San Antonio, TX 78209 Red Bird Ranch, Ltd.; trade debt $3,354,494 Reeves Hollimon c/o Hollimon, R. 300 Austin Highway, Suite 200 San Antonio, TX 78209 409 Sherman Way, L.L.C. trade debt $3,325,778 c/o Ms. Candace Graham 1 Applewood Lane Portolo Valley, CA 94028 L.J. Ambassador, Ltd. trade debt $3,175,439 c/o Mr. Andy Hull P.O. Box 6051 San Antonio, TX 78209 L.J. 904 West Avenue, Ltd., trade debt $3,052,463 L.J. Castle Hill Ventures, Ltd. and L.J. Villa Marquis, Ltd. c/o Hull, Andy P.O. Box 6051 San Antonia, TX 78209 Joyce Green trade debt $2,842,424 86 Beach Lane Westhampton Beach, NY 11979 Mr. and Mrs. DonKonics trade debt $2,817,123 926 Deer Creek Road Martinez, CA 94553 N.P. 1300, L.L.C. trade debt $2,481,027 76 South Orange Avenue South Orange, NJ 07079 Vista Enclave, Ltd. trade debt $2,365,496 1117 Eldridge Parkway Houston, TX 77077 Huber, G./CellTex trade debt $2,139,316 c/o Huber, Greg 2230 Pipestone Drive San Antonio, TX 78232 Quirk Infiniti, Inc. trade debt $2,077,438 442 Quincy Avenue Braintree, MA 02184 Charles & Maria Sourmaidas trade debt $1,970,200 P.O. Box 351 Adamsville, RI 02801 James Collins trade debt $1,919,653 5602 Grape Street Houston, TX 77096 Ward Enterprises, L.L.C. trade debt $1,900,029 c/o Peter Gosch 32 Dawn Heath Drive Littleton, CO 80127 Cody Dutton, Trustee trade debt $1,772,384 Cody Dutton Testamentary Trust 1499 South Main Street Boeme, TX 78006 Myane, G. trade debt $1,649,822 c/o Myane, Geoffrey P.O. Box 1876 Uvalde, TX 78820 Garson trade debt $1,647,545 c/o Nona A. Garson 51 Bisell Road Lebanon, NJ 08833 B. Columbus Works Virginia Trust's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ms. Sherrj Melroy Unknown 1101 Juniper Street, Unit 626 Atlanta, GA 30309 C. Parkway Virginia Trust's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ms. Sherrj Melroy Unknown 1101 Juniper Street, Unit 626 Atlanta, GA 30309 12 PERCENT FUND: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: The 12 Percent Fund I, L.L.C., aka The 12% Fund aka 12% Fund I aka 12% Fund, L.L.C. c/o Peter S. Davis, Receiver Simon Consulting, L.L.C. 3200 North Central Avenue, Suite 850 Phoenix, AZ 85012 Tel: (602) 279-7500 Bankruptcy Case No.: 07-06481 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Coyote Growth Management, L.L.C. 07-06484 Type of Business: The Debtors are security brokers and dealers. Chapter 11 Petition Date: November 30, 2007 Court: District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Bryan Cave, L.L.P. 2 North Central Avenue, Suite 2200 Phoenix, AZ 85004 Tel: (602) 364-7285 Fax: (602) 364-7070 Estimated Assets Estimated Debts ---------------- --------------- The 12 Percent Fund I, $100,000 to $1 Million to L.L.C. $1 Million $100 Million Coyote Growth Management, $100,000 to $1 Million to L.L.C. $100 Million $100 Million Debtor's Consolidated 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Ahdoot, Sam $1,021,144 5625 Crescent Park West, Suite 130 Playa Vista, CA 90094 McBroom, Roderick $274,854 P.O. Box 1931 Durango, CO 81302 Rensch, Janice $270,000 13638 North Nightstar Court Marana, AZ 85653 Warlick Family Trust $237,529 Trask, Rosario $225,000 Monte Beck Living Trust $200,000 Wrubleski, Estate of Peter $200,000 Gilbert Living Trust $175,000 Wood, John $150,000 Cummings, Robert $107,895 Junghans, Thomas $100,000 Kilgore, Jerry and Marlene $100,000 Giovannini, Louis and Lori $93,000 Vesley Revocable Trust $90,000 Seiffer Family Trust $80,000 Pink Coyote $75,000 Ahdoot, Farokh $64,594 Hannan, Janice $60,000 Compton Family Revocable Trust $55,000 Flowers, William $54,178 1755 AQUA: Modifies Terms on Public Sale of Real Estate ------------------------------------------------------- 1755 Aqua Vista II LLC amended its request to publicly sell its real estate asset after its largest secured creditor, North Bay Village Investment Trust LLC, asked the U.S. Bankruptcy Court for the Southern District of Florida for a rehearing on the Debtor's motion to auction property and the Court to vacate its order setting an evidentiary hearing. The Debtor modified the terms of the proposed sale and retention of its auctioneer as well as attached documents on the sale modifications. On the disputes between the Debtor and its secured creditors, the Debtor relates that the secured creditors are protected by their right to credit bid of their debt and thus, the auction should be absolute without a strike price. North Bay contested that the evidentiary hearing only exponentially increases the debt, as well as fees and costs to the parties. However, the Court pursued with the evidentiary hearing, which was held Nov. 26, 2007. Amended Sale Terms Terms of the sale still include 7.5% buyer's premium from which commissions and sale expenses will be paid or reimbursed. Sheldon Good & Company Auctions Inc., the Debtor's proposed auctioneer, will still receive 6% commission. Credit bid commission is at $75,000 (capped) guaranteed by Wexford High Yield Debt Fund I LLC. Incremental bidding will be at the discretion of auctioneer. The Debtor proposes to conduct the sale at 1:00 p.m. on Feb. 25, 2008. Sale approval hearing will be on Feb. 27, 2008. The sale deal will be deemed closed 30 days after Court's final approval. "Advance" Agreement with Wexford Wexford Trust LLC will advance a marketing expense up to $86,000. The advance will be a proper cost expenditure under the mortgage held by Wexford Trust on various properties. The Debtor will procure the agreement of all mortgagors that the advance will be a cost debited to the outstanding principal of the loan secured on the various properties. To the extent that there is unused buyers premium money after the payment of sale commissions, the funds will be paid to Wexford Trust in reduction of the advance and will reduce the mortgage accordingly. Wexford High has agreed to pledge 5% of any distribution it receives from the sale of the assets to the unsecured creditors of the estate. North Bay's Move for a Rehearing North Bay had previously asked the Court to dismiss the Debtor's chapter 11 bankruptcy case or remove the automatic stay alleging bad faith filing. In its motion setting for a rehearing, North Bay contested that it was inappropriate for Wexford High, another secured creditor, to plead the Court to deny North Bay's case dismissal motion. North Bay relates that the Debtor's "case does not belong [to] this Court and is a forum shopping expedition by the Debtor and Wexford!" According to North Bay, the delay created by Wexford's filing has already cost the secured creditors over $300,000. About 1755 Aqua Vista North Miami, Florida-based 1755 Aqua Vista II LLC owns and develops real estate in North Bay Village in Miami-Dade County, Florida. The Debtor filed for chapter 11 bankruptcy on Oct. 24, 2007 (Bankr. S.D. Fl. Case No. 07-19056). Scott Alan Orth, Esq. at The Law Offices of Scott Alan Orth, PA, represents the Debtor in its restructuring efforts. North Bay Village Investment Trust LLC, formerly Peninsula Bank, is the Debtor's largest secured creditor with a claim under a final judgment of mortgage foreclosure issued by the Miami-Dade Circuit Court. The Debtor's real estate property is encumbered with three mortgages: (a) first mortgage holder North Bay in the amount of $8,580,291, (b) second mortgage holder, Jeffrey Levitin, in the amount of $1,900,000, and (c) third mortgage holder, Wexford High Yield Debt Fund I LLC, in the amount of $5,350,000. The Debtor's schedules show total assets of $14,000,000 and total liabilities of $6,140,958. ACE SECURITIES: Moody's Downgrades Ratings on 53 Tranches --------------------------------------------------------- Moody's Investors Service downgraded the ratings of 53 tranches and has placed under review for possible downgrade the ratings of 29 tranches from nine transactions issued under the ACE Securities Corp. Home Equity Loan Trust shelf. Additionally, four downgraded tranches remain on review for possible further downgrade. The collateral backing these classes consists of primarily first lien, fixed and adjustable-rate, subprime mortgage loans. Moody's has applied its published methodology updates as of July 13th, 2007 to the non delinquent portion of the transactions. Collateral backing these transactions is also experiencing higher than anticipated rates of delinquency, foreclosure, and REO relative to credit enhancement levels. Complete List of Rating Actions: Issuer: ACE Securities Corp. HEL Tr 2007-HE4 * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to Baa2, previously A1, * Cl. M-5, Downgraded to Ba2, previously A2, * Cl. M-6, Downgraded to B3 on review for possible further downgrade, previously A3, * Cl. M-7, Downgraded to Ca, previously Baa1, * Cl. M-8, Downgraded to C, previously Baa2, * Cl. M-9, Downgraded to C, previously Baa3. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP1 * Cl. M-1, Currently Aa1, on review for possible downgrade, * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to Baa1, previously A1, * Cl. M-5, Downgraded to Ba1, previously A2, * Cl. M-6, Downgraded to B1, previously A3, * Cl. M-7, Downgraded to Caa3, previously Baa1, * Cl. M-8, Downgraded to C, previously Baa2, * Cl. M-9, Downgraded to C, previously Baa3. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-ASAP2 * Cl. M-5, Downgraded to A3, previously A2, * Cl. M-6, Downgraded to Baa3, previously A3, * Cl. M-7, Downgraded to Ba3, previously Baa1, * Cl. M-8, Downgraded to B1, previously Baa2, * Cl. M-9, Downgraded to B3 on review for possible further downgrade, previously Baa3. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE1 * Cl. M-1, Currently Aa1, on review for possible downgrade, * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to Baa3, previously A1, * Cl. M-5, Downgraded to Ba3, previously A2, * Cl. M-6, Downgraded to B3, previously A3, * Cl. M-7, Downgraded to Ca, previously A3, * Cl. M-8, Downgraded to C, previously Baa1, * Cl. M-9, Downgraded to C, previously Baa2. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE2 * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to A3, previously A1, * Cl. M-5, Downgraded to Baa2, previously A2, * Cl. M-6, Downgraded to Ba2, previously A3, * Cl. M-7, Downgraded to B2, previously Baa1, * Cl. M-8, Downgraded to Caa2, previously Baa2, * Cl. M-9, Downgraded to Ca, previously Baa3. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE3 * Cl. A-1, Currently Aaa, on review for possible downgrade, * Cl. A-2C, Currently Aaa, on review for possible downgrade, * Cl. A-2D, Currently Aaa, on review for possible downgrade, * Cl. M-1, Currently Aa1, on review for possible downgrade, * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to Ba3, previously A1, * Cl. M-5, Downgraded to Caa2, previously A2, * Cl. M-6, Downgraded to Ca, previously A3, * Cl. M-7, Downgraded to C, previously Baa1, * Cl. M-8, Downgraded to C, previously Baa2, * Cl. M-9, Downgraded to C, previously Baa3. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-HE5 * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to A2, previously A1, * Cl. M-5, Downgraded to Baa2, previously A2, Cl. M-6, Downgraded to Ba3, previously A3, * Cl. M-7, Downgraded to B3 on review for possible further downgrade, previously Baa1, * Cl. M-8, Downgraded to Caa2, previously Baa2. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1 * Cl. A-1, Currently Aaa, on review for possible downgrade, * Cl. A-2C, Currently Aaa, on review for possible downgrade, * Cl. A-2D, Currently Aaa, on review for possible downgrade, * Cl. M-1, Currently Aa1, on review for possible downgrade, * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to Ba2, previously A1, * Cl. M-5, Downgraded to B3, previously A2, * Cl. M-6, Downgraded to Ca, previously A3, * Cl. M-7, Downgraded to C, previously Baa1, * Cl. M-8, Downgraded to C, previously Baa2, * Cl. M-9, Downgraded to C, previously Baa3, * Cl. M-10, Downgraded to C, previously Ba1. Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM2 * Cl. A-1, Currently Aaa, on review for possible downgrade, * Cl. A-2C, Currently Aaa, on review for possible downgrade, * Cl. A-2D, Currently Aaa, on review for possible downgrade, * Cl. M-1, Currently Aa1, on review for possible downgrade, * Cl. M-2, Currently Aa2, on review for possible downgrade, * Cl. M-3, Currently Aa3, on review for possible downgrade, * Cl. M-4, Downgraded to B2, previously A1, * Cl. M-5, Downgraded to B3 on review for possible further downgrade, previously A2, * Cl. M-6, Downgraded to Caa3, previously A3, * Cl. M-7, Downgraded to C, previously Baa1, * Cl. M-8, Downgraded to C, previously Baa2, * Cl. M-9, Downgraded to C, previously Baa3. ACTIS GLOBAL: Sept. 30 Balance Sheet Upside-Down by $10 Million --------------------------------------------------------------- ACTIS Global Ventures Inc.'s consolidated balance sheet showed $1.8 million in total assets, $11.6 million in total liabilities, and $195,730 in minority interest in subsidiaries, resulting in a $10.0 million total stockholders' deficit. The company's consolidated balance sheet at Sept. 30, 2007, also showed strained liquidity with $1.3 million in total current assets available to pay $11.6 million in total current liabilities. The company reported a net loss of $875,186 on product sales of $3.1 million for the third quarter ended Sept. 30, 2007, compared with a net loss of $516,257 on product sales of $2.6 million in the same period last year. 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?25f6 Going Concern Doubt Squar, Milner, Peterson, Miranda & Williamson LLP, in San Diego, Calif., expressed substantial doubt about Actis Global Ventures Inc.'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 pointed to the company's recurring losses from operations and working capital deficiency. About Actis Global Based in Carlsbad, Calif, ACTIS Global Ventures Inc. (OTC BB: AGLV.OB) -- http://www.actisglobalventures.com/-- markets, sells and distributes a variety of products designed to provide consumers with what management believes are new generation of wellness solutions. The company sells its products primarily though Direct Sales through two divisions, BIOPRO and FemOne. The company also sell its Channoine Cosmetic products through the Direct Response Television Shopping Network. AEGIS MORTGAGE: Court Sets February 1 as General Claims Bar Date ---------------------------------------------------------------- The Honorable Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware has granted Aegis Mortgage Corp. and its debtor-affiliates' request to: (a) establish Feb. 1, 2008, as the deadline for creditors to file proofs of claims that arose prior to the Petition Date; for parties to file requests for payment of administrative expenses arising under Section 503(b)(9) of the Bankruptcy Code; and for filing claims arising under the WARN Act or any other similar state law worker notification statute; (b) establish Feb. 11, 2008, as the deadline for governmental units to file proofs of claim that arose before the Petition Date; and (c) approve the form of the Bar Dates' notice and the manner of disseminating the notice.. Judge Shannon ruled that all claims arising before the Petition Date should be filed in writing, together with supporting documentation that conforms with Official Bankruptcy Form 10, or authorized under the Federal Rules of Bankruptcy Procedure on or before Feb. 1, 2008, at 4:00 p.m. prevailing Eastern time at the office of Epiq Bankruptcy Solutions, LLC. For parties asserting certain administrative expense or holding claims arising under the WARN ACT, Judge Shannon authorized them to file their request for payment or proofs of claims before or at 4:00 p.m. on February 1. He also authorized all governmental units, including those that hold claims arising from prepetition tax years or transactions in which the Debtors were a party, to file a proof of claim on or before 4:00 p.m. on February 11. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. The Official Committee of Unsecured Creditors is represented by Landis Rath & Cobb LLP. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan expires on Dec. 11, 2007. (Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AEGIS MORTGAGE: Wells Fargo Wants Stay Lifted to Pursue Actions --------------------------------------------------------------- Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay so that it may exercise its rights on five more real properties in California, New York and Michigan: -- 541 Indian Warrior Way in Soledad, California, -- 782 Begonia Drive in Brentwood, California, -- 3181 Fairway Avenue in Madera, California, -- 18950 Monica in Detroit, Michigan, and -- 109 Eleanor Avenue in Mastic, New York. The borrowers with respect to the properties executed promissory notes as well as mortgage on the properties, three of which were delivered to Aegis Wholesale Corporation while the two others were delivered to Aegis Funding Corporation. The notes and mortgage were later transferred to Wells Fargo. The borrowers are presently in default, according to Wells Fargo. Brokers said the estimated value of the three properties in California ranges from $339,000 to $536,000, before deducting costs of sale, broker's fees, and other fees that might be incurred in the liquidation of the properties. Headquartered in Houston, Texas, Aegis Mortgage Corporation -- http://www.aegismtg.com/-- offers a variety of mortgage loan products to brokers through its subsidiaries. The company together with 10 affiliates filed for chapter 11 protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119) Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, & Jones, L.L.P., serve as counsel to the Debtors. The Official Committee of Unsecured Creditors is represented by Landis Rath & Cobb LLP. In schedules filed with the Court, Aegis disclosed total assets of $138,265,342 and total debts of $4,125,470. The Debtors' exclusive period to file a plan expires on Dec. 11, 2007. (Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). AVANZIT SA: Chapter 15 Petition Summary --------------------------------------- Petitioner: Oversight and Control Commission of Avanzit, S.A. 42, Cardenal Marcelo Spinola Madrid, MAD 28017 Tel: (34) 913 836 400 Debtor: Avanzit, S.A. 42, Cardenal Marcelo Spinola Madrid, MAD 28017 Tel: (34) 913 836 400 Case No.: 07-13765 Type of Business: The Debtor is a Spanish company engaged, through its subsidiaries, in the media and telecommunications businesses. See http://www.avanzit.com/ Chapter 15 Petition Date: November 29, 2007 Court: Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Petitioner's Counsel: David A. Rosenzweig, Esq. Fulbright & Jaworski, L.L.P. 666 Fifth Avenue New York, NY 10103 Tel: (212) 318-3035 Fax: (212) 318-3400 Estimated Assets: $100,000 to $1 Million Estimated Debts: $100,000 to $1 Million BLACKHAWK AUTOMOTIVE: Can Access GM's $3.2 Mil. PostPetition Fund ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio gave Blackhawk Automotive Plastics Inc. and Tier e Automotive Group Inc. interim authority to access $3.2 million in post-petition financing from General Motors Corporation and International Automotive Components Group North America Inc., the Debtors' customers for automotive parts. The Debtors tell the Court that they will use the post-petition financing to continue their production. The Debtors relate that pursuant to purchase orders and supply contracts with their customers, the Debtors are obliged to manufacture the customers' requirements of component and service parts. According to the Debtors, failure to meet obligation to timely deliver the needed parts will cause damages to the customers and claims against the Debtors for the damages. Hence, customers GM and IAC have agreed to ratify their obligations and agreements under an accommodation agreement between the customers, the Debtors, and other lenders dated Oct. 4, 2007, but effective Aug. 1, 2007. The accommodation agreement includes credit enhancements that limits set offs against respective accounts payable relating to the production of component parts, and an agreement to purchase inventory upon the occurrence of certain events. In addition to continuing to provide the credit enhancements, the customers have agreed to make up to $3.2 million of loans to the Debtors. The customers require that the Debtors assume its obligations under an access and security agreement dated as of Aug. 1, 2007, and the accommodation agreement. Terms of Customer Loans The customer loans will be made on these terms: a. All advances will be made as required under a budget that is acceptable to the customers and the lenders. The advances will support the Debtors' cash needs after the Debtors utilize the funding available under a senior financing order. b. Unless otherwise agreed to in writing by the customers, the customers will have no obligation to make customer loans after the occurrence of an event of default. c. Interest will accrue on a PIK basis at the LaSalle Bank prime rate plus 1.75% per annum and is payable upon maturity. d. Subject in all cases to the terms, absent a written extension from the customers, the debt to customers will mature on the earliest of: (i) Feb. 29, 2008; (ii) occurrence of an event of default; (iii) the closing of a sale pursuant to an order authorizing a sale of all applicable Debtors' assets; or (iv) the effective date of any confirmed plan of reorganization or liquidation. Judge Kay Woods has set a final hearing on the Debtors' post- petition financing request at 10:00 a.m. on Dec. 11, 2007. Robert Weiss, Esq., at Honigman Miller Schwartz and Cohn LLP represents General Motors. About Blackhawk Automotive Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly Warren Molded/Custom Plastics, manufactures injection molded plastic products and motor vehicle parts and accessories. BAP's customers include General Motors, Delphi, Lear, Chrysler, Honda, Navistar, and Visteon. BAP employs about 1,574 workers domestically, and generated $136 million in sales in 2006. BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd. which operated a manufacturing facility in Ontario until Johnson Controls Inc. bought BAP Canada's assets in May 2005. BAP Canada's remaining assets consist primarily of net operating loss carryforwards for Canadian tax purposes. The NOLs had a book value of about $8.2 million as of December 2005. BAP also owns a plant in Upper Sandusky, Ohio, which ceased operations in 2006. The company filed for chapter 11 protection on Oct. 22, 2007 (Bankr. N.D. Ohio, Case No. 07-42671). Its parent company, Tier e Automotive Group Inc., filed a separate chapter 11 petition on the same day (Bankr. N.D. Ohio, Case No. 07-42673). Tier e acquired BAP from Worthington Industries Inc. in 1999. Tier e also owns 49% stake in Nescor Holdings Inc., a holding company for Nescor Plastics Corporation, also an automotive plastics supplier. William I. Kohn, Esq., David M. Neumann, Esq., and Stuart A. Laven, Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent the Debtors in their restructuring efforts. Donlin Recano & Company Inc. will provide claims, noticing, balloting and distribution services for the Debtors. The Debtors schedules disclose total assets of $58,665,229 and total liabilities of $51,244,592. As of the bankruptcy filing, BAP's aggregate debt to its senior facility lenders was about $33 million. BEAR STEARNS: Westbrook, et al. Support Chapter 15 Denial --------------------------------------------------------- Professor Jay Westbrook of the University of Texas, Professor Kenneth Klee of the University of California Los Angeles, and Daniel M. Glosband, Esq., at Goodwin Procter, LLP, in Boston, Massachusetts, filed an amici curiae brief to assist the U.S. District Court for the Southern District of New York in its interpretation and application of Chapter 15 of the Bankruptcy Code. According to the amici curiae brief, Prof. Westbrook and Mr. Glosband were part of the group that drafted the United Nations Commission for International Trade Law Model Law on Cross-Border Insolvency. They also served as primary draftsmen assisting the Department of State and the U.S. Congress in drafting Chapter 15. Prof. Klee, on the other hand, is one of the draftsmen of the 1978 revision of the United States Code. He also assisted in drafting Chapter 15 and its presentation to the U.S. Congress. Prof. Westbrook, et al., opine that the District Court should affirm Judge Lifland's order denying recognition under Chapter 15 of the Bankruptcy Code of the liquidation proceedings of Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd., in the Cayman Islands. Prof. Westbrook, et al., explain that, in contrast to the dicta in In re SPhinX, Ltd., Judge Lifland properly applied the Chapter 15 eligibility criteria to the Recognition Motion filed by Simon Lovell Clayton Whicker and Kristen Beighton, the joint official liquidators and foreign representatives of the Bear Stearns Funds. Judge Lifland determined on the record before the Bankruptcy Court that the Foreign Debtors had neither their "center of main interests" nor an "establishment" in the Cayman Islands; and consequently denied recognition of the Foreign Proceedings as either foreign "main" proceedings or foreign "nonmain" proceedings. Prof. Westbrook, et al., note that the Foreign Representatives, in arguing for reversal of Judge Lifland's Order, attempt to circumvent the strict eligibility criteria for Chapter 15 recognition by interpolating subjective factors -- comity and flexibility -- into an objective standard and by stretching the meaning of the terms "center of main interests" and "establishment" to encompass facts that fall short of their definitional requirements. Prof. Westbrook, et al., also point out that the Foreign Representatives did not offer evidence of any substantial business activity by the Foreign Debtors in the Cayman Islands but conceded that virtually all of the important activities of the Bear Stearns Funds were carried out in New York. On their Appeal, the Foreign Representatives attempt to introduce new, through still insufficient, evidence to support their assertions, Prof. Westbrook, et al., tell the District Court. The Foreign Representatives could and should have been prepared to address the evidentiary issues apparent on the face of the statute when the Bankruptcy Court asked them to do so, Prof. Westbrook, et al., relate. Their post-hoc attempt to provide evidence is as procedurally invalid as it is substantively inadequate, Prof. Westbrook, et al., state. Prof. Westbrook, et al., note that the effect of recognition of the Funds' Chapter 15 petition would be to void the U.S. Congressional effort to limit the United States' cooperation to countries with a real connection to the Debtors. An injunction against lawsuits and collection efforts in the U.S. and a turnover of U.S. assets to a Cayman Islands proceeding would not only violate the Chapter 15 and UNCITRAL statute, but would give that proceeding most of the relief Congress has reserved for main bankruptcy proceedings, Prof. Westbrook, et al., opine. In addition, representatives from several countries with some tenuous connection to a debtor might arrive in waves, each demanding the same relief. Thus, the careful, orderly, structured procedure adopted by the U.S. Congress would degenerate into a struggle without rules or guidance for the courts to follow, Prof. Westbrook, et al., say. These concerns, according to Prof. Westbrook, et al., are especially great where, in Bear Stearns' case, the debtors are in fact American companies in every economic sense. "These companies and dozens of others like them are at the center of a growing economic storm in the United States. They are also the center of an important public debate about the desirability vel non of increased regulation or oversight of subprime lending and of certain kinds of investments, especially in the context of market imperfections," Prof. Westbrook, et al., say. "It is appropriate, even necessary, that their liquidation take place in American courts, supervised by American judges, and under the observation of American investors and financial media. "New York is the center of the financial work and should be the center of judicial management of the current crisis involving United States funds." * * * The Bear Stearns Funds' Appeal will be heard by Judge Robert Sweet of the District Court on January 16, 2008. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEAR STEARNS: Samuel Cohen Sues Bear Stearns Directors & Officers ----------------------------------------------------------------- Samuel T. Cohen, a shareholder of Bear Stearns Companies, Inc., has filed a derivative action on behalf of the company, against certain of its officers and directors, including Chief Executive Officer James Cayne, Chief Financial Officer Samuel Molinaro, President Alan Schwartz, and former president Warren Spector, in the U.S. District Court for the Southern District of New York. Mr. Cohen seeks monetary damages as a result of the Directors and Officers' breaches of fiduciary duties, abuse of control, gross mismanagement and waste of corporate assets. Mr. Cohen alleges that beginning March 2006, Bear Stearns, under the D&Os' direction, recklessly spent billions of dollars purchasing subprime loans to be used for future collateralized debt obligations. Mr. Cohen says the D&O failed to take appropriate reserves for the large amount of CDOs in the company's portfolio, both on and off the balance sheet, and the information was not disclosed to investors. Representing Mr. Cohen, David A.P. Brower, Esq., at Brower Piven, APC, in New York, explains that CDOs are complex financial instruments that combines slices of varying assets and debts. Many CDOs are backed by subprime mortgages -- loans given to customers with poor credit history. As those mortgages have increasingly defaulted, banks are being forced to write down the value of bonds and CDOs backed by the loans. According to Mr. Brower, the D&Os actively concealed Bear Stearns' failure to write down impaired securities containing subprime debt. The D&Os directed Bear Stearns to issue false and misleading statements regarding its business and financial condition. While the D&Os were directing Bear Stearns to issue improper statements concerning its exposure to the subprime market crisis, they were also directing the company to acquire a subprime loan portfolio for $1,200,000,000 from a troubled subprime mortgage lending company, Mr. Brower says. On November 14, 2007, Bear Stearns said that it expects to write- down $1,200,000,000 of its assets linked to mortgage-related investments in the fourth quarter of 2007. The $1.2 billion write-down, according to Mr. Brower, is equal to 9% of the company's equity and will result in a net loss. As a result of the announced write-down, Mr. Brower says Bear Stearns' credibility with investors has been wiped out. Mr. Brower also points out that Bear Stearns' value has declined more than $10,000,000,000 from its peak in February 2007. Its quarterly net income for the period ended August 2007 sank 61% to $171,300,000, or $1.16 a share, from the same period in 2006, and revenue fell to $1,300,000,000 from $2,130,000,000 in 2006. Aside from the monetary judgment, Mr. Cohen also asked the District Court to take all necessary actions to reform and improve its corporate governance and internal procedures to protect its stakeholders from a repeat of the damaging events, including, but not limited to, adopting these remedial measures: (a) strengthening the Board of Directors' supervision and oversight responsibilities and developing a system to ensure the Board accurately manages the company's risk potential; (b) prohibiting an individual from concurrently serving as chief executive officer and the chairman of the Board; (c) allowing the company's shareholders to nominate at least one candidate for election to the board; and (d) a policy of ensuring the accuracy of the qualifications of Bear Stearns' directors, executives and other employees. Bloomberg News reports that Bear Stearns spokeswoman Janet Slater said in an e-mailed statement that Mr. Cohen's allegations are without merit. She said Bear Stearns would fight the lawsuit. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEAR STEARNS: Navigator Says NY Supreme Ct. Should Hear Complaint ----------------------------------------------------------------- Navigator Capital Partners, L.P., filed a memorandum supporting its argument that its class action complaint against the Bear Stearns Entities -- Bear Stearns Asset Management, Bear, Stearns Securities Corp., The Bear Stearns Companies, Inc., Bear, Stearns & Co., Inc., Ralph Cioffi, Raymond McGarrigal, and Matthew Tannin, and Bear Stearns High-Grade Structured Credit Strategies, L.P., as nominal defendant -- should be adjudicated in the New York Supreme Court. Navigator asserts that it is undisputed that the Bear Stearns Entities have the burden of convincing the U.S. District Court for the Southern District of New York that the case has been properly removed from the NY Supreme Court, and that they must establish their right to a federal forum by competent proof. Navigator maintains that the Bear Stearns Entities' removal was improper under the U.S. Securities Litigation Uniform Standards Act. The Bear Stearns Entities fail to identify a single alleged misrepresentation or omission in connection with purchases or sales of "covered securities" to support removal under the SLUSA. Instead, they point to the Master Fund's proportionately miniscule "holdings" of covered securities and disingenuously argue that these "holdings" are somehow "directly" connected to the wrongdoing alleged in Navigator's Complaint, Andrew J. Entwistle, Esq., at Entwistle & Cappucci, LLP, in New York, notes. Mr. Entwistle tells the District Court that Navigator's Complaint makes plain that the alleged failures to disclose simply have nothing to do with the handful of equity positions held by the Master Fund. The small equity positions are irrelevant and entirely tangential to the claims in Navigator's Complaint, as the disclosure failures all concern the Management Defendants' mismanagement of the Partnership and their failure to adequately assess, monitor and hedge the risks associated with non-covered instruments like collateralized debt obligations exposed to the sub-prime mortgage markets, Mr. Entwistle maintains. In addition, Navigator asserts that, in attempting to support their fallback argument for removal under the Class Action Fairness Act of 2005, the Bear Stearns Entities merely retreat from CAFA's plain language to the statute's putative "legislative history." Mr. Entwistle notes that the Bear Stearns Entities have not stated any persuasive grounds for why the statutory exceptions to CAFA jurisdiction in Section 1332(d)(9)(c) of the Judiciary and Judicial Procedures Code does not apply to Navigator's Complaint. Failing to cite a single case supporting their unduly narrow interpretation of Section 1332(d)(9)(c), the Bear Stearns Entities instead rely exclusively on legislative history to argue that the CAFA exception is inapplicable to Navigator's fiduciary duty claims, Mr. Entwistle further notes. The Bear Stearns Entities ignore the basic principles of statutory construction and the clear weight of judicial authority holding that the exception precludes CAFA jurisdiction over breach of fiduciary duty cases. For these reasons, Navigator maintains that the NY Supreme Court should hear its Complaint. In addition, Navigator asks the District Court to award it its costs and attorneys' fees resulting from the Bear Stearns Entities' improper removal of the Complaint. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BEAR STEARNS: Former Co-President W. Spector Gets $23,000,000 ------------------------------------------------------------- Bear Stearns Cos. said its former co-President Warren Spector will receive more than $23,000,000 in capital accumulation plan awards in December, Reuters reports. Bloomberg News relates that, according to a separation agreement, Mr. Spector will remain with Bear Stearns as a managing director until December 28, 2007, and continue to get paid from his $250,000 annual salary until that date. Aside from the $23,000,000 CAP Award, Mr. Spector will get a $207,761 retiree treatment from private equity "employee funds" managed by Bear Stearns, Reuters says. Bloomberg says Mr. Spector is also eligible for a year-end bonus that would be pro-rated through the first seven months. Mr. Spector will not receive a severance package, the Associated Press says. In the separation agreement, Bear Stearns said that Mr. Spector was terminated without cause, Reuters relates. Mr. Spector agreed not to "disparage or encourage or induce others to disparage" Bear Stearns for at least a year after leaving. Mr. Spector, whose responsibilities included Bear Stearns' asset management division, resigned in August 2007 as the company's co- president and co-chief operating officer, amidst the collapse of two of its hedge funds which invested primarily on collateralized debt obligations, which are backed by subprime mortgages. About Bear Stearns Funds Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. are open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law (2007 Revision) of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint provisional liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F. Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the liquidators in the United States. The Funds' assets and debts are estimated to be more than $100,000,000 each. (Bear Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). BIG A DRUG: Taps DJM Realty to Auction Off California Store Leases ------------------------------------------------------------------ Big A Drug Stores, Inc. has selected DJM Realty, strategic real estate solutions provider, to exclusively manage the disposition of all 19 retail store leases throughout California. Big A Drug Stores, Inc. is a chain of retail drug stores, with annual sales of $80 million. The chain operates under the names of "Drug Emporium," "Big A," "Camelot Drugs," "Drug Fair," and "Drug Barn." "We are excited to offer top leases in some of the top performing strip centers in the country," Andy Graiser, Co-President of DJM Realty, said. "The 10,000 to 31,800 square footage creates terrific opportunities for many retailers as well as the landlord." Big A Drug Stores is expecting to liquidate its inventory through the end of the year. The engagement of DJM Realty, which is subject to bankruptcy court approval expected today, Dec. 4, 2007, anticipates an auction on these properties on Dec. 21, 2007. The 19 stores operate throughout California in these areas: Anaheim, Colma, Covina, Fountain Valley, Fremont, Fresno, Fullerton, Huntington Beach, La Habra, La Palma, Lomita, Long Beach, North Hollywood, Newark, Redondo Beach, San Jose, South Gate, Sunnyvale and Tustin. "Given the desirability of these properties and the amount of interest that we have already received, interested parties must act immediately," Mr. Graiser said. Headquartered in South Gate, California, Big A Drug Stores Inc. -- http://www.bigadrug.com/-- operates a chain of 21 retail drug stores, located throughout California. The company's stores offer full service pharmacies and over-the-counter drugs, cigarettes, optical products, liquor, general merchandise, groceries, beer and wine, and beverages. The company filed for Chapter 11 protection on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699). Steven R. Fox, Esq., of Encino, California, represents the Debtor. As of Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and total debts of $54,424,646. BROWN SHOE: Earns $27 Million in Quarter Ended November 3 --------------------------------------------------------- Brown Shoe Company Inc. reported net earnings of $27 million for the third quarter of fiscal 2007 ended Nov. 3, 2007, versus net earnings of $26.9 million in the prior-year period. Inventory at Nov. 3, 2007 was $441 million, as compared to $434 million last year. The company's debt-to-capital ratio at the end of the quarter was 20.2%, compared to 25.4% at the same time last year. At Nov. 3, 2007, the company's balance sheet showed total assets of $1.12 million, total liabilities of $528,160 and total shareholders equity of $592,211. Strategic Initiatives Update Costs during the quarter related to the company's earnings enhancement plan were better than expected, as the company incurred costs of $4.5 million on a pre-tax basis, or after-tax costs of $2.9 million in the quarter, most of which were attributable to the relocation of the Shoes.com administrative offices from Los Angeles to St. Louis. The company works on other initiatives related to this plan. Estimates of costs and benefits remain as: -- in 2007, after-tax implementation costs are estimated to be approximately $11 million, while the company expects to realize after-tax benefits of $10 to $12 million; -- in 2008, after-tax implementation costs are estimated to be approximately $8 million and annual after-tax benefits upon completion in late 2008 is estimated to be $17 to $20 million. About Brown Shoe Company Headquartered in St. Louis, Missouri, Brown Shoe Company Inc. (NYSE:BWS) -- http://www.brownshoe.com/-- is a $2.4 billion footwear company. Brown Shoe's Retail division operates Famous Footwear, the 1,000-store chain that sells brand name shoes for the family, approximately 300 specialty retail stores in the U.S. and Canada under the Naturalizer, FX LaSalle, and Franco Sarto names, and Shoes.com, the company's e-commerce subsidiary. Brown Shoe, through its wholesale divisions, owns and markets footwear brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft, Connie and Buster Brown; it also markets licensed brands including Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos by Carlos Santana and Barbie, Disney and Nickelodeon character footwear for children. * * * Moody's Investor Services placed Brown Shoe Company Inc.'s probability of default rating at 'Ba3' in September 2006. The rating still hold to date with a positive outlook. CAITHNESS COSO: Extends Pricing of $90MM Notes and $375MM Bonds --------------------------------------------------------------- Caithness Coso Funding Corp. has extended the pricing date for its $90 million original principal amount of 6.263% Subordinated Secured Notes due 2014 (CUSIP Nos. 128017AK6 and U12295AD0) and its $375 million original principal amount of 5.489% Senior Secured Bonds due 2019 (CUSIP Nos. 128017AG5 and U12295AC2), from 2:00 p.m. New York City time on Nov. 30, 2007, to 2:00 p.m. New York City time on Dec. 3, 2007. The tender offers and consent solicitations are scheduled to expire at 9:00 a.m. New York City time on Dec. 7, 2007. Each of the Price Determination Date and the Expiration Time may be further extended by the company. The tender offers and consent solicitations are subject to the satisfaction of certain conditions, including the receipt of specified financing, the consummation of the Acquisitions and certain other customary conditions. The company disclosed on Oct. 11, 2007, that it had received, pursuant to its tender offers and consent solicitations for any and all of its outstanding Notes, the requisite consents to adopt the proposed amendments and the proposed waivers to the Notes and the indentures governing the Notes. The tender offers and related consent solicitations are being conducted in connection with the agreement between Caithness Energy L.L.C., certain owners of Caithness Energy, certain subsidiaries of Caithness Energy and ArcLight Renewco Holdings, LLC , dated July 9, 2007, pursuant to which Renewco has agreed to acquire a 100% direct ownership interest in certain affiliates of the company. The company may, in its sole discretion, accept for payment and pay for Notes tendered on an initial settlement date prior to the Expiration Time. The company disclosed that as of 5:00 p.m., New York City time, on Nov. 29, 2007: these principal amount of Notes had been validly tendered and not withdrawn: -- $90 million original principal amount of the 2014 Notes, representing 100% of the outstanding original principal amount of such Notes; and -- $355 million original principal amount of the 2019 Bonds, representing 94.67% of the outstanding original principal amount of such Bonds. The company and the trustee have executed supplemental indentures giving effect to the proposed amendments and the proposed waivers. Such supplemental indentures and waivers will only become operative, however, concurrently with the Acquisitions, provided that all validly tendered Notes are accepted for purchase pursuant to the tender offers. The company has retained Citi to act as sole Dealer Manager for the tender offers and as the Solicitation Agent for the consent solicitations. Citi can be contacted at (212) 723-6106 (collect) or at (800) 558-3745 (toll free). Global Bondholder Services Corporation is the Information Agent and Depositary for the tender offers and can be contacted at (212) 430-3774 (collect) or at (866) 470-4200 (toll free). Copies of the Offer Documents and other related documents may be obtained from the Information Agent. About Caithness Coso Funding Corp. Based in New York City, Caithness Coso Funding Corp. is a single- purpose Delaware corporation formed to finance the business and operations of Navy I Partnership, BLM Partnership, and Navy II Partnership. The company has no material assets, other than the loans it has made and will make to the Partnerships and certain accounts created in connection with the offering of the notes, and does not conduct any business, other than issuing the notes and making the loans to the partnerships, and activities directly related thereto. * * * Moody's Investor Services assigned a Ba1 rating on Caithness Coso Funding Corp.'s subordinate debt. The outlook is stable. The rating was placed in January 2007 and still holds to date. Fitch placed the company's subordinate debt at BB+ in January 2007. CALLIDUS DEBT: Moody's Rates $25.5 Million Class E Notes at Ba2 --------------------------------------------------------------- Moody's Investors Service assigned these ratings to Notes issued by Callidus Debt Partners CLO Fund VII, Ltd.: (1) Aaa to the $443,000,000 Class A Senior Secured Floating Rate Notes Due 2021; (2) Aa2 to the $24,000,000 Class B Senior Secured Floating Rate Notes Due 2021; (3) A2 to the $33,000,000 Class C Senior Secured Deferrable Floating Rate Notes Due 2021; (4) Baa2 to the $19,500,000 Class D Senior Secured Deferrable Floating Rate Notes Due 2021; and (5) Ba2 to the $25,500,000 Class E Senior Secured Deferrable Floating Rate Notes Due 2021. The Moody's ratings of the Notes address the ultimate cash receipt of all required interest and principal payments, as provided by the Notes' governing documents, and are based on the expected loss posed to Noteholders, relative to the promise of receiving the present value of such payments. The ratings reflect the risks due to the diminishment of cash flow from the underlying portfolio consisting of below investment grade loans and debt securities due to defaults, the transaction's legal structure and the characteristics of the underlying assets. Callidus Capital Management, LLC will manage the selection, acquisition and disposition of collateral on behalf of the Issuer. CAPITAL GROWTH: Posts $12.4 Million Net Loss in Third Quarter ------------------------------------------------------------- Capital Growth Systems Inc. reported a net loss of $12.4 million on total revenues of $4.4 million in the third quarter ended Sept. 30, 2007, compared with a net loss of $3.4 million on total revenues of $89,260 in the same period last year. Revenues for the three-month period ended Sept. 30, 2007, generated from the circuits and networks business totaled $2.5 million, which represented circuit sales to enterprise and wholesale customers. Revenues generated from services, which includes remote monitoring services as well as network implementation services totaled $1.9 million for the three-month period ended Sept. 30, 2007, compared to $0 for the same period in the prior year. For the nine months ended Sept. 30, 2007, the company reported a net loss of $28.2 million on total revenues of $12.6 million, compared with a net loss of $4.8 million on total revenues of $89,260 for the same period ended Sept. 30, 2006. At Sept. 30, 2007, the company's consolidated balance sheet showed $30.1 million in total assets, $23.5 million in total liabilities, and $6.6 million in total shareholders' equity. Total operating expenses increased to $6.8 million in the three months ended Sept. 30, 2007, compared with $4.1 million in the prior year's third quarter. The increase in all of operating expense is the result of the acquisition of 20/20 Technologies late in the third quarter of 2006, and CentrePath Inc. and Global Capacity Group, which were subsequent to Sept. 30, 2006. Interest expense increased to $3.1 million in the third quarter of 2007, versus $18,129 in 2006. The company's consolidated balance sheet at Sept. 30, 2007, showed strained liquidity with $5.1 million in total current assets available to pay $20.2 million 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?25eb Liquidity Historically, the company's working capital requirements have been met through proceeds of capital stock, private equity offerings and debt issuances. As of Sept. 30, 2007, there was $1.8 million of cash, cash equivalents and borrowing capacity under the senior secured line of credit with Hilco Financial. This level of working capital will probably not be sufficient to fund operations until positive cash flow from operations can be generated. Going Concern Doubt Plante & Moran PLLC, in Elgin, Illinois, expressed substantial doubt about Capital Growth Systems Inc.'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 pointed to the company's recurring losses, negative cash flows from operations, and net working capital deficiency. About Capital Growth Headquartered in Chicago, Capital Growth Systems Inc. (OTC BB: CGSY.OB) has three primary lines of revenue. The first line of revenue is from network and circuits business, which is broken down between enterprise and wholesale circuits and strategic networks. The second line of revenue relates to the company's services offerings, which includes both remote monitoring services and professional services. The third line of revenue is sales generated from Magenta 20/20's global pricing and quotation software. CAPITALSOURCE COMM'L: Moody's Puts Rating on Class E Notes at Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned these ratings to Notes issued by CapitalSource Commercial Loan Company, LLC 2007-3: (1) Aaa to the $380,000,000 Class A Notes due 2016; (2) Aa2 to the $10,000,000 Class B Deferable Asset Backed Notes due 2016; (3) A2 to the $45,000,000 Class C Deferable Asset Backed Notes due 2016; (4) Baa2 to the $4,000,000 Class D Deferable Asset Backed Notes due 2016; and (5) Ba2 to the $41,350,000 the Class E Principal Only Notes due 2016. The Moody's ratings of the Notes address the ultimate cash receipt of all required interest and principal payments, as provided by the Notes' governing documents, and are based on the expected loss posed to Noteholders, relative to the promise of receiving the present value of such payments. The ratings reflect the risks due to the diminishment of cash flow from the underlying portfolio consisting of Middle Market Loans due to defaults, the transaction's legal structure and the characteristics of the underlying assets. CapitalSource Finance LLC will manage the selection, acquisition and disposition of collateral on behalf of the Issuer. CHICAGO H&S: Committee Wants Polsinelli Shalton as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Chicago H&S Hotel Property LLC, dba Hotel 71, seeks permission from the United States Bankruptcy Court for the Northern District of Illinois to retain Polsinelli Shalton Flanigan Suelthaus PC as its bankruptcy counsel. Polsinelli Shalton will: a. provide the Committee advice regarding its rights, duties and powers as an official committee of unsecured creditors; b. assist the Committee in the administration of the Chapter 11 Case and the exercise of oversight with respect to the Debtor's affairs including all issues from the Debtor's business and its relationship with the secured and unsecured creditors of its estate; c. appearances at Court and at statutory meetings of creditors to represent the interests of the Committee; d. provide the Committee advice regarding terms, conditions and documentation of financing agreements, cash collateral motions and orders, other motions and orders and related transactions; e. provide the Committee advice in connection with and participate in the and participate in the formulation, negotiation, drafting and promulgation of any potential sale of assets or businesses; f. investigate of the nature and validity of liens asserted against Debtor's assets and to advise the Committee concerning the enforceability of said liens; g. investigate of and provide advice to the Committee with respect to the taking of such actions as may be necessary to collect and, in accordance with the applicable law, recover property for the benefit of the estates; h. prepare and submit on behalf of the Committee of, among other things, various applications, motions, pleadings, orders, notices, schedules and other legal papers to be prepared and submitted in this case, and to review the financial and other reports filed herein; i. provide the Committee advice concerning and to prepare responses to applications, motions, pleadings, notices and other documents which may be filed and served herein; j. provide counsel to the Committee in connection with and participate in the formulation, negotiation, drafting and promulgation of a plan or plans of reorganization and related documents; k. review pending and other litigation and evaluate and advise the Committee concerning appropriate actions to be taken under the circumstances; and l. represent the Committee, and perform all other legal services for the Committee that may be necessary, in connection with the Debtor's bankruptcy proceeding. The Committee tells the Court that professionals of the firm will bill at these rates: Designation Hourly Rate ----------- ----------- Partners and Counsel $275 - $400 Associates $175 - $220 Paraprofessionals $90 - $100 To the best of the Committee's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory J. Jordan, Esq. Polsinelli Shalton Flanigan Suelthaus PC 180 North Stetson Avenue, Suite 4525 Chicago, IL 60601 Tel: (312) 873-3626 Fax: (312) 819-1910 http://www.polsinelli.com/ Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba Hotel 71, owns and operates a 40-story, 437 guestroom full service hotel. The company filed for Chapter 11 protection on Oct. 29, 2007 (Bankr. N.D. Ill. Case No. 07-20088). Charles R. Gibbs, Esq. at Akin Gump Strauus Hauer & Feld LLP; and Daniel A. Zazove, Esq., and Jason d. Horwitz, Esq., at Perkins Coie LLP represent the Debtor. The Debtor disclosed estimated assets and debts of more than $100 million at the time of its filing. CHRYSLER LLC: Invests $48 Million to Support New Dodge Production ----------------------------------------------------------------- Production of the all-new 2008 Dodge Ram 4500 and 5500 Chassis Cabs is underway at Chrysler LLC's Saltillo Assembly Plant in Saltillo, Mexico. To support new commercial vehicle production, Chrysler recently invested an additional $48 million into the plant, resulting in a 120,000 square-foot expansion that allows the plant to produce commercial vehicles and accommodate new frame configurations. This follows an additional $210 million investment into the plant for production of the all-new 2006 Dodge Ram Mega Cab in 2005. Dodge Ram 4500/5500 production got underway in July 2007, with the first vehicles reaching Dodge commercial vehicle dealerships in November. The Saltillo Plant, which also produces the Dodge Ram Mega Cab, Dodge Ram Power Wagon, Dodge Ram Heavy Duty 2500 and 3500 models, and Dodge Ram 3500 Chassis Cab, takes on production of the Dodge Ram 4500 and 5500 Chassis Cabs as part of Chrysler's Flexible Manufacturing Strategy. In addition to increased production capacity, the expansion enables the plant to manage the greater complexity of the all-new 2008 Dodge Ram 4500 and 5500 Chassis Cabs. This includes commercial-grade chassis and suspensions, four wheelbases and cab- axle lengths, regular cab and Quad Cab(R) configurations, two- wheel-drive and four-wheel-drive models, and three trim lines' SLT, SLT and Laramie. All models are 'Job-rated,' meaning they are designed, engineered, tested and built to meet the rigid standards of commercial truck buyers. "A continuous showcase of advanced manufacturing capability and adaptability, the Saltillo facility is one of our most versatile plants and a great example of Chrysler's flexible manufacturing ability," Frank Ewasyshyn, Executive Vice President - Manufacturing, said. "Even with the added complexities of commercial vehicle production, we're not only able to adjust operations to better respond to customer needs, but we're also better positioned to build a positive business case for new products and derivatives as each plant is able to maximize production capacity." The Saltillo Assembly Plant has 2,100 employees working on two shifts and is one of five Chrysler production facilities in Mexico. Flexible Manufacturing Strategy Chrysler's Flexible Manufacturing Strategy allows the company to produce a high-quality product faster and at a lower cost. In order to balance production with demand, the FMS approach allows the company to efficiently build lower-volume vehicles that take advantage of market niche and to quickly shift production volumes between different models within a single plant or among multiple plants. FMS has been implemented product-by-product and plant-by-plant across the Chrysler manufacturing enterprise. Creating enhanced efficiencies, new investment is introducing state-of-the-art technology to Chrysler plants, enabling the company to produce more than one vehicle on a production line and conduct rolling launches of new models. Chrysler's workforce is also becoming more flexible with the implementation of team concepts and an increased emphasis on supporting assembly line operators. Dodge Commercial Vehicles Dodge continues to increase the breadth of its commercial products and offers a comprehensive array of vehicles and services designed with business customers in mind. Along with the Dodge Ram 2500/3500 Box-Off models and the Dodge Ram 3500, 4500 and 5500 Chassis Cabs -- the Class 3-5 segments' most powerful, capable and upfit-friendly work-trucks -- Dodge Grand Caravan cargo vans complement a growing Dodge commercial lineup that includes the class-leading Dodge Sprinter, which continues its legacy and leadership as the top-performing commercial van in the marketplace. Dodge Brand With a U.S. market share of 6%, Dodge is Chrysler's best-selling brand and the fifth largest nameplate in the U.S. automotive market. In 2006, Dodge sold more than 1.3 million vehicles in the global market. Dodge continues to lead the minivan market with a 20% market share in the U.S. In the highly competitive truck market, Dodge has an 18% market share. Dodge is also entering key European volume segments with Nitro, Caliber and Avenger. About Chrysler Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. The outlook is negative. CHRYSLER LLC: Overall November 2007 U.S. Sales Down 2 Percent ------------------------------------------------------------- Chrysler LLC dealers delivered 161,088 new vehicles to U.S. customers in November 2007, down 2% compared with a year ago. All sales figures are reported as unadjusted. "Despite consumer concerns, Chrysler LLC sales are off only 2% showing customers are still purchasing quality and value. High fuel prices and falling home prices continue to impact vehicle sales in November which remain below trend," Darryl Jackson, Vice President - U.S. Sales, said. "We remain optimistic moving into December due to the growing availability of new models, including Chrysler Town & Country, Dodge Grand Caravan and the Jeep Liberty." Chrysler brand car sales were led by the Sebring Convertible, which increased sales to 2,039 units compared with 195 units a year ago, up 946%. Chrysler Town & Country sales rose 10% to 12,629 units versus November 2006 with 11,507 units. High fuel prices impacted Jeep(R) brand results, down 2% versus November of last year. Large SUVs saw the greatest impact with Jeep(R) Commander down 45% at 4,391 units versus November 2006. Dodge brand car sales increased 75% over last year by steady sales of the Dodge Charger with 10,341 units delivered. "The recently launched "Event of a Lifetime" program has resonated well with customers and will be continued through January 2, 2008," Michael Keegan, Vice President - Volume Planning and Sales Operations, said. "We continue to offer customers a great value package and on select 2008 models we will extend the 0% APR through 60 months." Chrysler finished the month with 480,424 units of inventory, or an 75-day supply. Inventory is down by 4% compared to November 2006 when it was at 499,036 units. Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. * * * As reported in the Troubled Company Reporter on Nov. 12, 2007, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Chrysler LLC and DaimlerChrysler Financial Services Americas LLC and removed it from CreditWatch with positive implications, where it was placed Sept. 26, 2007. The outlook is negative. CLAYTON WILLIAMS: Moody's Changes Rating Outlook to Negative ------------------------------------------------------------ Moody's Investors Service changed the rating outlook of Clayton Williams Energy, Inc. to negative from stable. CWEI currently has a B2 Corporate Family Rating and a B3 rating on its 7.75% Senior Notes due 2013. The change in outlook primarily reflects Moody's concerns about CWEI's high leverage and limited prospects for near-term debt reduction but also concerns about the riskiness of its exploration and development program given its relatively small size and leveraged balance sheet. Moody's also changed CWEI's liquidity rating to SGL-3 from SGL-2. One potential source of meaningful near-term debt reduction had been CWEI's proposed sale of its South Louisiana properties (short-life properties that currently account for about 30% of CWEI's production). However, for a number of a reasons, the bids received were less than what management had expected making a sale pretty unlikely at this point. If a sale had occurred and proceeds were used to reduce revolver borrowings, it would have meant lower leverage, but it also would have reduced CWEI's already small production and reserve base. CWEI's E&P debt (excludes the Larclay JV debt, but includes a small lease adjustment) was approximately $418 million as of Sept. 30, 2007, up $48 million from December 31, 2006. Relative to year-end 2006 PD reserves of approximately 33.9 MMBoe, CWEI's E&P debt/PD reserves was approximately $12.32/Boe as of Sept. 30, 2007, which is much higher than many of its similarly-sized peers at the B2/B3 rating level. Another concern involves the riskiness of CWEI's exploration and development program given its relatively small size and leveraged balance sheet. During 2007, CWEI has spent a large portion of its capital budget on several high-impact exploration wells, such as the Big Bill Simpson #1 and the Margarita #1 wells in the East Texas Bossier play. While wells such as these offer high potential, they are expensive and prone to mechanical problems due to their depth and complexity. In its recent conference call, management recognized the mixed results on its exploration spending this year and discussed a more moderate strategy aimed at greater development drilling for the rest of the year and in 2008. This includes spending on lower-risk development wells and recompletions on the company's Permian Basin properties and infill drilling and a water-frac program on its oil-prone Austin Chalk (Trend) properties. This should help stabilize production and provide greater visibility about cash flow generation. A lower intensity program might also allow CWEI to generate free cash flow to reduce leverage somewhat. Given the degree of unproductive capital spending in certain areas this year and an expected negative revision on its South Louisiana properties, Moody's expects that CWEI's F&D costs will be very high (>$40/Boe) in 2007, although a big variable that will go into determining the final number will be the results from the Big Bill Simpson #1 (which is currently being tested). If successful, reserves may be booked on that well in addition to one or two offset locations. Given expectations for higher F&D costs in 2007 combined with the roll-off of low F&D costs in 2004, Moody's expects that CWEI's three-year average F&D costs will be significantly higher than at year-end 2006. On a one-year basis, CWEI's F&D costs were very high in 2006 even before the effects of negative revisions. Resolving the outlook -- either changing it back to stable or downgrading the CFR and notes -- will likely follow Moody's evaluation of CWEI's (and the E&P peer group's) 2007 year-end results, including reserve additions and revisions, F&D costs, and reserves-based leverage metrics. Moody's also will evaluate CWEI's 2008 plans including its areas of focus and the composition of its capital expenditure budget. Moody's also changed CWEI's liquidity rating to SGL-3 from SGL-2. The reduction reflects tighter, but still adequate liquidity. Over the next 12 months, CWEI will likely continue to have negative free cash flow (although an improvement over full-year 2007 is expected), particularly after payments to settle acquired hedges. Payments on the acquired hedges totaled approximately $19 million for the first nine months of this year. The borrowing base under CWEI's revolving credit facility is currently $275 million. Approximately $175 million is currently outstanding under the facility, down from $188 million as of September 30, 2007 due to proceeds from a recent asset sale. Proceeds from small asset sales could help offset cash flow shortfalls over the next 12 months, but a meaningful reduction in revolver debt is not expected, increasing the potential liquidity risks associated with carrying such a large amount on the revolver including refinancing risks and periodic borrowing base redeterminations. Clayton Williams Energy, Inc. is headquartered in Midland, Texas. CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $8.4 Million ------------------------------------------------------------------ Conspiracy Entertainment Holdings Inc.'s consolidated balance sheet at Sept. 30, 2007, showed $5.8 milion in total assets, $14.0 million in total liabilities, and $216,900 in minority interest, resulting in an $8.4 million total shareholders' deficit. At Sept. 30, 2007, the company's consolidated balance sheet also showed strained liquidity with $3.9 million in total current assets available to pay $14.0 million in total current liabilities. The company reported a net loss of $634,745 for the third quarter ended Sept. 30, 2007, compared with a net loss of $3.1 million in the same period of 2006. Revenues for the three months ended Sept. 30, 2007, were $1.7 million, compared to $272,500 for the three months ended Sept. 30, 2006. The change is attributable to flat fee sales of $1.7 million, as the company received manufacturing approval for Anubis II (Wii), Billy the Wizard (Wii), Mini Desktop Racing (Wii), Monster Trux Arenas (Wii), Offroad Extreme (Wii), and Rock'N Roll Adventures (Wii). The decrease in net loss for the three months ended Sept. 30, 2007, was due to the company receiving manufacturing approval for flat fee sales of the aforementioned 6 titles. 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?25f1 Going Concern Doubt As reported in the Troubled Company Reporter on May 2, 2007, Chisholm, Bierwolf & Nilson LLC expressed substantial doubt about the ability of Conspiracy Entertainment Holdings Inc. to continue as a going concern after auditing the company's financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring operating losses and lack of working capital. About Conspiracy Entertainment Based in Santa Monica, Calif., Conspiracy Entertainment Holdings Inc. (OTC BB: CPYE) -- http://www.conspiracygames.com/-- is an independent publisher of interactive entertainment software focussing mainly on its home market the United States but partly licenses its products to international companies as well. The company publishes content for all viable gaming platforms including the Microsoft Xbox / Xbox 360(TM), Nintendo Wii(TM), handheld platforms such as Nintendo's DS(TM) and Game Boy(R) advance and personal computers. CORD BLOOD: Completes $1.9 Million Offering of 0% Senior Notes -------------------------------------------------------------- Cord Blood America Inc. has completed a private placement with institutional investors of 0% Senior Convertible Notes, at an original issue discount of 20%, in an aggregate principal amount of $1.9 Million. Midtown Partners & Co. LLC was the placement agent in the transaction. In addition, the company has also secured a $1 million acquisition line of credit, to be used strictly for acquisition and asset purchases. "We are enormously pleased by these financings as they allow for us to continue our strategic organic growth focused on exclusive relationships with approved insurance providers," Matthew Schissler, CEO, said. "The financings also allow Cord Blood America to move forward with its aggressive accretive acquisition program." "This is a major milestone for Cord Blood America," said Mr. Schissler. "We are looking forward to keeping our shareholders up-to-date on our achievements now and in the future." The purchase price for the Convertible Notes consisted of $1M cash and the cancellation of $544K of accrued interest currently due. The Convertible Notes are junior to all outstanding debt, but will have a priority over future debt and are convertible into common stock at $0.03 per share. Pursuant to this transaction, the company also issued warrants to purchase an additional 48,277,655 shares of its common stock exercisable at $0.037 per share. About Cord America Headquartered in West Hollywood, California, Cord Blood America Inc. (OTCBB: CBAI) -- http://www.cordblood-america.com/-- is the parent company of CorCell, which facilitates umbilical cord blood stem cell preservation for expectant parents and their children. Cord Blood America Inc.'s consolidated balance sheet at June 30, 2007, showed $6.3 million in total assets and $10.7 million in total liabilities, resulting in a $4.4 million total stockholders' deficit. Going Concern Doubt As reported in the Troubled Company Reporter on Oct. 9, 2007, Rose, Snyder & Jacobs, in Encino, California, expressed substantial doubt about Cord Blood America Inc.'s ability to continue as a going concern after auditing the company's balance sheet for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's recurring operating losses, continuing use of cash in operating activities, insufficient working capital and accumulated deficit at Dec. 31, 2006. CREDIT SUISSE: Fitch Upgrades Rating on Class H & G Certificates ---------------------------------------------------------------- Fitch Ratings has upgraded Credit Suisse First Boston Mortgage Securities Corp.'s commercial mortgage pass-through certificates, series 1999-C1, as : -- $32.2 million class G to 'A+' from 'A'; -- $23.4 million class H to 'BBB-' from 'BB+'. In addition, Fitch has affirmed the ratings on: -- $548.8 class A-2 at 'AAA'; -- Interest-only class A-X at 'AAA'; -- $52.6 million class B at 'AAA'; -- $58.5 million class C at 'AAA'; -- $14.7 million class D at 'AAA'; -- $40.9 million class E at 'AAA'; -- $20.5 million class F at 'AAA'; -- $11.7 million class J at 'BB-'; -- $11.7 million class K at 'B-'. Class A-1 has