T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 27, 2007, Vol. 11, No. 305 Headlines ACTUANT CORP: Earns $27.4 Million in First Quarter Ended Nov. 30 AIRCRAFT INDEBTEDNESS: Fitch Withdraws Ratings on Three Certs. ALCATEL-LUCENT SA: Sells 49.9% Draka Comteq Stake for EUR209 Mil. ALDEAVISION SOLUTIONS: Court Approves Plan of Arrangement AMERICAN TRANS: Fitch Withdraws Ratings on Two Certificates AMERIQUAL GROUP: S&P Lowers Rating to B with Negative Outlook AMRESCO RESIDENTIAL: S&P Junks Rating on Class M2 Security ANN-LEE CONSTRUCTION: Case Conversion Hearing Deferred to Feb. 5 APOGEE TECHNOLOGY: Gets AMEX Common Stock Delisting Notice AREI NEWHALL 10: Voluntary Chapter 11 Case Summary ARMITAGE ABS: Moody's Junks Ratings on Three Classes of Notes ARROW ELECTRONICS: Expands Distribution Agreement with Delta ASPEN FUNDING: Moody's Reviews Ba2 Rating on $10 Mil. Notes BANC OF AMERICA: Fitch Affirms Low-B Ratings on 14 Certificates BEAR STEARNS: Barclays Seeks Damages for Fraud and Conspiracy BEAR STEARNS: Federal Regulators Probe Into Funds' Insiders BILLING SERVICES: Moody's Withdraws Ratings on $105 Mil. Loan BIOPURE CORP: Closing Bid Price Falls Below Nasdaq's Criteria BIO-RAD LABS: Earns $28 Million in Third Quarter Ended Sept. 30 BLACKBOARD INC: S&P Holds B+ Rating with Positive Outlook BULLITT ELDERCARE: Case Summary & Five Largest Unsecured Creditors CALPINE CORP: Issues Warrants as Part of Plan of Reorganization CANTERN CORP: Case Summary & Largest Unsecured Creditor CARBIZ INC: Begins Buy Here-Pay Here Operations in Oklahoma CARROLS CORP: Moody's Maintains B2 Corporate Family Rating CENTEX 2002: Fitch Junks Two Classes of 2002-C Certificates CHIQUITA BRANDS: Discloses Rule 10b5-1 Stock Trading Plan CHRYSLER LLC: CEO Expresses Confidence in Operations and Finances CINRAM INT'L: Weak Operation Prompts Moody's to Hold B1 Ratings CITIGROUP: Fitch Junks Rating on $3.8 Mil. Class B-7 Note CITIGROUP MORTGAGE: Fitch Junks Ratings on Four Certificates CLAYMONT STEEL: Buyer Evraz Group Launches Cash Tender Offer COFFEYVILLE RESOURCES: S&P Upgrades Rating to B from CCC+ CONSECO INC: Unit Recaptures $50 Mil. of Life Insurance Premium CONSTELLATION COPPER: Delays Filing of Third Quarter Financials CONTINENTAL AIRLINES: Fitch Holds Low-B Ratings on Five Certs. CORRECTIONS CORP: Secures New $450 Mil. Revolving Debt Facility CREDIT-BASED ASSET: Fitch Cuts Ratings on Certs. Totaling $44MM CREDIT SUISSE: Fitch Puts B+ Rating on $29.3 Mil. Class H Cert. CRYSTAL COVE: Moody's Puts Ba2 Rating on $20.3M Notes Under Review CUMMINS INC: Urges Shareholders to Reject Mini-Tender Offer DANA CORP: Court Confirms Plan of Reorganization DELTA FINANCIAL: Common Stock To Be Delisted from Nasdaq Tomorrow DERCO INC: Case Summary & 20 Largest Unsecured Creditors DOMTAR INC: Completes First Phase of Offers to Buy Notes DORAL FINANCIAL: S&P Holds CreditWatch Placement of "B" Rating EMPIRE RESORTS: Sept. 30 Balance Sheet Upside-Down by $13.4 Mil. ENCORE ACQUISITION: Board Okays $445 Million 2008 Capital Budget ENCORE RECEIVABLES: Delinquency Cues S&P to Cut Rating on Notes FAMILY FIRST: Ends Business by Year-End; Won't for File Bankruptcy FEDDERS CORP: Can Hire Roux Associates as Environmental Consultant FEDDERS CORP: Court OKs Devonshire Realty as Real Estate Broker FEDDERS CORPORATION: Court Sets March 4, 2008 as Claims Bar Date FEDERATIVE REPUBLIC OF BRAZIL: S&P Maintains Low-B Ratings FGX INT'L: Company's Request Prompts S&P to Withdraw B Ratings FIRST FRANKLIN: Fitch Cuts Ratings on $6.7 Mil. Cert. to BB FIRST FRANKLIN: Realized Losses Cues S&P to Downgrade Ratings FIRST MAGNUS: To Sell 40 Construction Loans to Summit for $4.6MM FIRST MAGNUS: Court Designates Examiner for 17 Flagstaff Loans FIRST MORTGAGE: Moody's Downgrades Ratings from A2 TO Ba2 FORD MOTOR: Continues Pay Hikes for White-Collared Workers in 2008 EVRAZ GROUP: Launches Cash Tender Offer to Purchase Claymont Steel GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6.1 Mil. Notes GEMSTONE CDO: Moody's Reviews Ba2 Rating on $7.5 Mil. Notes GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6 Mil. Notes GENERAL MOTORS: Resumes Pay Hikes for Salaried Employees in 2008 GENERAL MOTORS: Sells 1 Million Vehicles in China in One Year GMAC LLC: Moody's Cuts Senior Unsecured Debt Rating to Ba3 GREENBRIAR CLO: Moody's Assigns Ba2 Rating on $40 Mil. Notes IDAHO HEALTH: S&P Cuts Rating on Revenue Bonds to BB from BBB- IMAX CORP: Limited Liquidity Cues S&P to Affirm CCC+ Rating IMC HOME: Delinquent Loans Prompt S&P to Cut Ratings to B INDUSTRIAS UNIDAS: S&P Holds B Ratings with Negative Outlook INTERFACE INC: Earns $8.6 Million in Third Quarter Ended Sept. 30 IZATYS GROUP: Case Summary & Four Largest Unsecured Creditors JP MORGAN MORTGAGE: Fitch Puts BB Rating on $18 Mil. Certs. JP MORGAN MORTGAGE: Fitch Holds Low-B Ratings on Three Certs. KNIGHTSBRIDGE CLO: Moody's Puts Ba2 Rating on $22 Mil. Notes KNOLLWOOD CDO: Moody's Lowers Rating on $16.5 Mil. Notes to Ba3 LEVITT AND SONS: Submits DIP Financing Term Sheet with Wachovia LEVITT AND SONS: Courts Okays Use of Cash on Hand Until Jan. 9 LEVITT AND SONS: Panel Asks Court to Reconsider Abandonment Orders LIBERTY MEDIA: Fitch Maintains BB Ratings with Stable Outlook LONG BEACH MORTGAGE: Fitch Junks Rating on $37.5 Mil. Notes MAAX HOLDINGS: Caa3 Senior Note Rating Cut by Moody's to Ca MAGNA ENT: Inks Pacts to Sell Excess Real Estate for $28.7 Mil. MBIA INC: Company Rating Outlook Changed to Negative by Moody's MERCURY CDO: Moody's Cuts Rating on $17 Mil. Notes to Ba2 MKP CBO: Moody's Cuts Baa3 Rating on $5 Mil. Note to B1 MOBILE MINI: Earns $12.7 Million in Third Quarter Ended Sept. 30 MORGAN STANLEY: Fitch Junks Ratings on Eight Certificates MORGAN STANLEY: Delinquencies Cue Fitch to Downgrade Ratings MOSAIC CO: Will Prepay $150 Mil. of Term Loans on December 31 NATIONAL RV: Court Approves Use of Well Fargo's Cash Collateral NATIONAL RV: Taps O'Melveny & Myers as Special Litigation Counsel NEW CENTURY: Fitch Junks Rating on $37 Mil. Class M-1 Cert. NEW CENTURY: Exclusive Plan Filing Period Expires Tomorrow NEW CENTURY: More Than $32 Billion in Claims Filed Through Aug. 31 NEW JERSEY EDUCATIONAL: S&P Holds BB+ Rating on 1998B Bonds NEWPAGE CORP: Closes Purchase of Stora Enso's North American Biz NEWPARK RESOURCES: Secures New $225 Mil. Secured Debt Facility NY RACING: Creditors Balk at Confirmation of Reorganization Plan NY RACING: Says Plan of Reorganization Gets 97% "Yes" Votes OCEANVIEW CBO: Moody's Cuts Ratings on Two Notes from Caa3 to C OMEGA HEALTHCARE: S&P Holds BB Senior Unsecured Debt Rating ON SEMICONDUCTOR: Moody's Affirms Ba3 Credit Facility Rating PACIFIC COAST : Moody's Reviews Caa3 Rating on $96 Mil. Notes PERFORMANCE TRANS: CIT Group Balks at Imperial Cap.'s Retention PERFORMANCE TRANS: Court Approves Jones Day as Bankr. Counsel PIER 1: Posts $10 Million Net Loss in Third Quarter Ended Dec. 1 PINE RIVER: Files Amended Combined Plan & Disclosure Statement PINNACLE POINT: Moody's Junks Ratings on Two Classes of Notes POPE & TALBOT: U.S. Trustee Sets Jan. 8 Sec. 341 Creditors Meeting POPE & TALBOT: Courts Extends Deadline to File Schedules POPE & TALBOT: Courts Approve Cross-Border Insolvency Protocol QUEBECOR MEDIA: Earns CDN$84.8 Million in Third Quarter QUINTILES TRANSNATIONAL: S&P Holds BB- Corporate Credit Rating RED VISTAS: Case Summary & Four Largest Unsecured Creditors RITCHIE MULTI-STRATEGY: Involuntary Chapter 11 Case Summary RITE AID: Posts $84.8 Million Net Loss in 3rd Qtr. Ended Dec. 1 RIVER NORTH: Moody's Cuts Rating on $14.25 Million Notes to B3 SACO MORTGAGE: Fitch Cuts Ratings on Four Certs. to Low-B SINCLAIR BROADCAST: S&P Affirms BB- Rating with Stable Outlook SIRICOMM INC: Files Chapter 11 Petition in Missouri SIRICOMM INC: Case Summary & 20 Largest Unsecured Creditors SPANSION INC: Amends Merger Agreement with Saifun Semiconductors STRUCTURED ASSET: Fitch Junks Ratings on 21 Certificates STRUCTURED ASSET: S&P Cuts Rating on Class B Certificates to "D" SURETY CAPITAL: Files for Bankruptcy to Pursue Sale of Asset SURETY CAPITAL: Case Summary & 20 Largest Unsecured Creditors SYMPHONY CLO: Moody's Puts Ba2 Rating on $12.24 Mil. Notes SYNIVERSE TECHNOLOGIES: Completes BSG Wireless Acquisition TEKNI-PLEX INC: Moody's Cuts Corporate Rating to Caa3 from Caa1 TEMBEC INC: Considers Conversion of $1.2 Billion Debt to Equity TENNECO INC: Completes Realignment of Some Foreign Subsidiaries TEXAS STUDENT: S&P Lowers 2001A Bonds' Rating to BB- from BB TISHMAN SPEYER: S&P Maintains BB- Corporate Credit Rating TRUMP ENTERTAINMENT: Secures $500 Mil. Mortgage Credit Facility TSG INC: Judge Cornish Confirms Chapter 11 Liquidation Plan UBS MORTGAGE: Fitch Puts BB+ Rating on Class B Certificates UBS MORTGAGE: Fitch Puts Low-B Ratings on Two Certificates VESTA INSURANCE: Florida Select Files Plan of Liquidation VONAGE HOLDINGS: Settles AT&T Patent Dispute; Agrees to Pay $39MM WAMU ASSET: Fitch Assigns Low-B Ratings on Four Certificates * FTI Consulting Promotes Ten Exec. to Senior Managing Director * Squire Sanders Enhances Restructuring and Insolvency Team * William Yoo Joins Fried Frank-Asia's Real Estate Equity Team * S&P Cuts Ratings on 88 Tranches 20 U.S. Cash Flow and CDOs * S&P Downgrades 14 Tranches' Ratings from 10 U.S. CDOs * Chapter 11 Cases with Assets & Liabilities Below $1,000,00 ********* ACTUANT CORP: Earns $27.4 Million in First Quarter Ended Nov. 30 ---------------------------------------------------------------- Actuant Corporation reported first quarter fiscal 2008 net earnings of $27.4 million compared to prior year net earnings of $25.1 million. Fiscal 2008 first quarter results include a $5.5 million charge covering a portion of the company's European Electrical restructuring, versus $100,000 in the first quarter of fiscal 2007. For the first quarter ended Nov. 30, 2007, the company's net sales increased 21% to $415 million from $343 million in the prior year, reflecting the combination of core growth, business acquisitions and the weaker U.S. dollar. Excluding the impact of foreign currency rate changes (5%) and acquisitions (13%), core sales growth was 3%. Both the Industrial and Engineered Products segments generated double-digit core sales growth. Robert Arzbaecher, President and CEO of Actuant commented, "Actuant is off to a solid start in fiscal 2008 with core sales growth slightly ahead of expectations and excellent conversion to earnings. Robust Industrial segment sales as well as continued strength in the European truck market had a favorable impact on our core sales growth in the quarter. These results reinforce the benefits of Actuant's end market, geographic and customer diversification. Excluding restructuring charges, first quarter EPS increased 27% from last year, driven by higher sales, the benefit of acquisitions and margin expansion. We were especially pleased with the breadth of the year-over-year EBITDA margin increase as all of our business segments contributed to the improvement." Excluding European Electrical restructuring charges, operating margins in the first quarter improved 90 basis points, to 13.6% from 12.7% in the prior year. Higher gross profit margins as well as controlled selling, administrative and engineering spending were the primary drivers. The gross profit margin expansion reflects higher volume, favorable sales mix and the Company's continuous improvement initiatives including Lean Enterprise Across Discipline. Financial Position Net debt at Nov. 30, 2007, was $505 million (total debt of $574 million less $69 million of cash), an increase of $30 million from the beginning of the quarter. Strong cash flow in the quarter was used to fund the $47 million investment in TK Simplex as well as $9 million of capital expenditures. Actuant's first quarter cash flow was impacted by seasonal trends including working capital growth and the payment of prior year employee incentive compensation. Outlook The company also announced that it has increased its full year sales and earnings guidance and provided guidance for the second quarter of fiscal 2008. Mr. Arzbaecher stated, "We expect second quarter sales and EPS to be lower than the first quarter due to normal seasonality, but do anticipate year-over-year growth. Excluding future acquisition activity and European Electrical restructuring charges, we are projecting second quarter sales and EPS to be in the range of $385 - $395 million, and $0.39-0.42 per share, respectively." Mr. Arzbaecher continued "Our full year fiscal 2008 sales and earnings outlook, excluding future acquisitions and European Electrical restructuring charges, is being increased to reflect actual first quarter results, the weaker U.S. dollar and current business conditions. Our increased guidance is for sales and EPS in the range of $1.625-1.660 billion and $1.95-2.05 per share, respectively. This translates to 13-18% EPS growth over the $1.73 fiscal 2007 EPS, excluding 2007 tax gains and European Electrical restructuring charges. We are pleased with our first quarter performance and remain committed to delivering outstanding customer and shareholder value." About Actuant Corp. Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU) -- http://www.actuant.com/-- is a diversified industrial company with operations in more than 30 countries, including Australia, Brazil, China, Hong Kong, Italy, Japan, Taiwan, United Kingdom and South Korea. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools and supplies. The company employs a workforce of approximately 6,000 worldwide. * * * Standard & Poor's Ratings Services assigned its 'BB-' rating to Actuant Corp.'s proposed $250 million senior unsecured notes due 2017 on June 2007. Rating still hold to date. AIRCRAFT INDEBTEDNESS: Fitch Withdraws Ratings on Three Certs. -------------------------------------------------------------- Fitch Ratings has withdrawn the ratings on the Aircraft Indebtedness Repackaging Trust 1997-1 securities listed due to a lack of sufficient information to maintain the ratings. AIR Trust 1997-1 -- Class A certificates 'B'; -- Class B certificates 'CCC'; -- Class C certificates 'CC'. ALCATEL-LUCENT SA: Sells 49.9% Draka Comteq Stake for EUR209 Mil. ----------------------------------------------------------------- Alcatel-Lucent S.A. has reached an agreement with Draka Holding N.V. to sell its 49.9% share in Draka Comteq B.V. against payment of an aggregate cash purchase price of EUR209 million. Under this transaction, Draka acquires full ownership of Draka Comteq. Draka Comteq B.V. is a leader in the field of optical fibre and optical fibre cable, created on July 1, 2004 by combining the worldwide optical fibre and communication cable activities of Draka and Alcatel-Lucent. Since the initial establishment of the joint venture, Draka Comteq has been controlled by Draka and its results have been consolidated in full in the Draka consolidated financial statements. It is expected that the transaction completed by the end of 2007. About Alcatel-Lucent Headquartered in Paris, France, Alcatel-Lucent S.A. -- http://www.alcatel-lucent.com/-- provides solutions that enable service providers, enterprises and governments worldwide to deliver voice, data and video communication services to end users. Alcatel-Lucent maintains operations in 130 countries, including, Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada, United States, Costa Rica, Dominican Republic, El Salvador, Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and Cambodia. * * * As reported in the TCR-Europe Nov. 9, 2007, Moody's Investors Service downgraded to Ba3 from Ba2 the Corporate Family Rating of Alcatel-Lucent. The ratings for senior debt of the group were equally lowered to Ba3 from Ba2 and the trust preferred notes of Lucent Technologies Capital Trust I have been downgraded to B2 from B1. At the same time, Moody's affirmed its Not-Prime rating for short-term debt of Alcatel-Lucent. Moody's said the outlook for the ratings is stable. Alcatel-Lucent's Long-Term Corporate Credit rating and Senior Unsecured Debt carry Standard & Poor's Ratings Services' BB rating. Its Short-Term Corporate Credit rating stands at B. ALDEAVISION SOLUTIONS: Court Approves Plan of Arrangement --------------------------------------------------------- AldeaVision Solutions Inc. has obtained approval from the Quebec Superior Court of its plan of arrangement and reorganization under the Companies' Creditors Arrangement Act (Canada) and the Canada Business Corporations Act (Canada). The plan will affect the company's shareholders, debenture holders and its secured creditor. Given the prior approval of the plan by the debenture holders and the secured creditor, the Court ordered no stay of proceedings and no court appointed monitor. The plan does not affect the other creditors of the company and its day-to- day business will continue undisturbed. As reported in the Troubled Company Reporter on Dec. 21, 2007, the plan sanctioned includes, among others, these transactions which are scheduled to close on or about Jan. 15, 2008: -- the cancellation and write-off of issued and outstanding common shares of the Company; -- the cancellation of issued and outstanding stock options issued under the company's stock option plan and the cancellation of the plan; -- the issuance of 3,570,000 new Class A common shares of the company to certain existing creditors of the company; -- the cancellation and discharge of convertible debentures issued to Miralta Capital II Inc., Almiria Capital Corp. and GTR Capital Inc. without any payment or other consideration; -- the cancellation and discharge of convertible debentures issued to Capital Regional et Cooperatif Desjardins and Desjardins Capital de Developpement Montreal Ouest et Nord du Quebec Inc. in exchange for 170,000 Class A common shares; -- the granting to Desjardins of an option to subscribe an additional 200,000 Class A common shares at a price of $1.00 per share which option is set to expire on the later of: (i) 90 days following the closing date of the plan; or (ii) April 30, 2008; -- the cancellation and discharge of the $900,000 short-term credit facility granted by Almiria to the company in exchange for 900,000 Class A common shares; -- the cancellation and discharge of all other remaining debt in the aggregate amount of $3 750 000 owed by the company to Almiria in exchange for 2,000,000 Class A common shares; and -- the subscription by Almiria of 500,000 Class A common shares for an aggregate subscription price of $500,000. The Court Order issued on Dec. 20, 2007, has the effect of revoking the reporting issuer status of the company in all Canadian jurisdictions where it currently had status. The order also cancels any cease-trade orders issued by any Canadian securities regulatory authorities on the securities of the company. About AldeaVision Solutions Montreal-based AldeaVision Solutions Inc. (TSX Venture: AVS) -- http://www.aldeavision.com/-- provides broadcast video services and solutions for the television, film and media industries. The company provides end-to-end worldwide transmissions services using fiber and satellite facilities. The company also operates the first pan-American fully automated fiber-based network for broadcast services with points-of-service in 16 cities and 9 countries: Miami, New York, Washington D.C, Los Angeles, Boston, Toronto, Montreal, Mexico City, Guadalajara (Mexico), Lima (Peru), Rio de Janeiro (Brazil), Sao Paulo (Brazil), Santiago (Chile), Buenos Aires (Argentina), Bogota, (Colombia), and Madrid (Spain). AMERICAN TRANS: Fitch Withdraws Ratings on Two Certificates ----------------------------------------------------------- Fitch Ratings has withdrawn the ratings on the American Trans Air 1996-1 Pass Through Trusts securities listed due to a lack of sufficient information to maintain the ratings. American Trans Air 1996-1 Pass Through Trusts -- Class A pass-through certificates 'BB-'; -- Class B pass-through certificates 'B-'. AMERIQUAL GROUP: S&P Lowers Rating to B with Negative Outlook ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on AmeriQual Group LLC, including the corporate credit rating, to 'B' from 'B+'. The outlook is negative. "The downgrade reflects declining earnings and deteriorating credit protection measures resulting from lower military sales," said Standard & Poor's credit analyst Mr. Christopher DeNicolo. Revenues declined 20% in the first nine months of 2007 because of lower demand for AmeriQual's main military ration products, "Meal, Ready-to-Eat," as well as lower sales of the firm's civil ration, aPack. A higher proportion of less profitable commercial sales and lower prices under the most recent MRE contract has resulted in a decline in operating margin to less than 10% for the 12 months ending Sept. 30, 2007, from around 15% in the year-earlier period. These factors have resulted in a significant deterioration in credit protection measures, with funds from operations to debt now below 5%, down from 15%, and debt to EBITDA above 7x, up from 3.5x. The ratings on AmeriQual reflect its very weak credit protection measures, limited product diversity, and modest revenue base, offset somewhat by its position as a leading provider of field rations to the U.S. military (about 70% of sales). In addition, the company manufactures "shelf-stable" food products for leading branded food companies and emergency rations for nonmilitary use (30%). S&P could lower the rating further if higher sales and earnings from commercial contracts and new military products do not result in improving credit protection measures in 2008. Although less likely in the near term, S&P could revise the outlook to stable if faster-than-expected earnings growth results in debt to EBITDA below 6x and FFO to debt above 15%. AMRESCO RESIDENTIAL: S&P Junks Rating on Class M2 Security ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on two classes of mortgage-backed securities from AMRESCO Residential Securities Corp. Mortgage Loan Trust 1999-1. S&P downgraded class M1 to 'BBB' from 'AA' and downgraded class M2 to 'CCC' from 'A'. In addition, S&P affirmed its 'AAA' rating on class A. The downgrades reflect realized losses that have exceeded monthly excess interest cash flow, thereby reducing overcollateralization (O/C) to $384,214 versus a target amount of $1,065,000. There are sizeable loan amounts that are severely delinquent (90-plus-days, foreclosures, and REOs), which suggests that the unfavorable performance trends are likely to continue. Severe delinquencies amount to $4.569 million, which is 27.88% of the current pool balance. This is only a 9.5% improvement from December 2006's level of $5.051 million in severe delinquencies. As of the November 2007 remittance report, cumulative realized losses were $24,215,621, which is 11.37% of the original pool balance. The affirmation reflects a level of credit support that is sufficient to maintain the current rating. Subordination, O/C, and excess interest cash flow provide credit support for these transactions. At issuance, the mortgage collateral backing the AMRESCO certificates consisted of 15- to 30-year, fixed- and adjustable-rate, subprime loans secured by first liens on owner-occupied, single-family detached residential properties. Ratings Lowered AMRESCO Residential Securities Corp. Mortgage Loan Trust 1999-1 Mortgage pass-through certificates Rating ------ Series Class To From ------ ----- -- ---- 1999-1 M1 BBB AA 1999-1 M2 CCC A Rating Affirmed AMRESCO Residential Securities Corp. Mortgage Loan Trust 1999-1 Mortgage pass-through certificates Series Class Rating ------ ----- ------ 1999-1 A AAA ANN-LEE CONSTRUCTION: Case Conversion Hearing Deferred to Feb. 5 ---------------------------------------------------------------- The Honorable Jeffery A. Deller of the United Sates Bankruptcy Court for the Western District of Pennsylvania deferred the hearing to consider approval of Ann-Lee Construction and Supply Company Inc.'s request to convert its Chapter 11 bankruptcy case into a Chapter 7 liquidation proceeding to Feb. 5, 2008, at 10:00 a.m. The hearing will be held at U.S. Steel Tower, 54th Floor, p04 Courtroom D in Pittsburgh. Judge Jeffery previously set the case conversion hearing on Dec. 12, 2007. In its request, the Debtor told the Court that they have incurred additional losses from Jan. 11, 2007, to Aug. 17, 2007, and as a result, it was unable to meet its debts as they come due. The Debtor further said that it was unable to file a viable Chapter 11 plan and disclosure statement within the required time set by the Court. The Debtor's exclusive plan filing period expired on Sept. 19, 2007. Based in Saltsburg, Pennsylvania, Ann-Lee Construction and Supply Company, Inc. offers construction consulting & management services. The company filed for Chapter 11 protection on Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226). Michael J. Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in its restructuring efforts. Kirk B. Burkley, Esq., at Bernstein Law Firm PC, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed estimated assets and debts of $1 million to $100 million. APOGEE TECHNOLOGY: Gets AMEX Common Stock Delisting Notice ---------------------------------------------------------- The American Stock Exchange's Listing Qualifications Panel has notified Apogee Technology Inc. that the Panel has upheld the decision to cease the continued listing of the company's common stock and to initiate delisting proceedings. The company said it is working on an orderly transition from the Amex to the OTC Bulletin Board(R) and/or the Pink Sheets(C) LLC. There will be no interruption in the trading of its common stock during the transition, which is expected to be completed prior to year-end. The Amex will suspend trading in the company's common stock in accordance with Section 1204(d) of the Amex Company Guide and will file an application with the Securities and Exchange Commission to strike the company's common stock from listing and registration on the Amex in accordance with the timing and procedures set forth in Sections 1205(g), 1206(d) and/or Section 1206(e) of the company Guide. "We have been very pleased with our experience on the American Stock Exchange," Herbert Stein, Apogee's chairman and CEO, said. "However, we believe that raising sufficient equity funds at this time, to meet the Amex shareholder equity listing requirements, exceeds our near term capital needs and would result in unnecessary shareholder dilution. Our planned transition to the OTCBB will provide liquidity and marketability for our stock while allowing us to execute a funding strategy that we believe will best serve our business and shareholders' interests." About Apogee Technology Based in Norwood, Massachussetts, Apogee Technology Inc. (AMEX: ATA) -- http://www.apogeemems.com/-- designs and develops intradermal and dermal drug delivery systems while it further develops and markets sensor solutions based upon the company's proprietary nanotechnology and Micro-Electromechanical Systems and drug delivery technologies. Going concern Doubt As reported in the Troubled Company Reporter on April 11, 2007, Miller Wachman LLP raised substantial doubt about Apogee Technology Inc.'s ability 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 negative cash flows from operations. For the years ended Dec. 31, 2006, and 2005, the company incurred a net loss of $3 million. It reported total revenues of $1.9 million for 2006 and total revenues of $5.2 million for 2005. AREI NEWHALL 10: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: A.R.E.I. Newhall 10, L.L.C. 2272 East Richmond Avenue Fresno, CA 93720 Bankruptcy Case No.: 07-15156 Chapter 11 Petition Date: December 25, 2007 Court: Central District Of California (San Fernando Valley) Debtor's Counsel: D. Justin Harelik, Esq. 11870 Santa Monica Boulevard, Suite 106-531 Los Angeles, CA 90025 Tel: (310) 592-9494 Total Assets: $661,932 Total Debts: $24,000,0000 The Debtor did not file a list of its largest unsecured creditors. ARMITAGE ABS: Moody's Junks Ratings on Three Classes of Notes ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of five classes of notes and left on review for possible further downgrade ratings of two classes of notes issued by Armitage ABS CDO, Ltd. The notes affected by this rating action are: Class Description: $1,950,000,000 Class A-1M Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Class Description: $450,000,000 Class A-1Q Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa -- Current Rating: Aaa, on review for possible downgrade Class Description: $245,000,000 Class A-2 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: A3, on review for possible downgrade Class Description: $200,000,000 Class A-3 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aaa, on review for possible downgrade -- Current Rating: Caa3, on review for possible downgrade Class Description: $72,000,000 Class A-4 Floating Rate Senior Secured Notes Due 2047 -- Prior Rating: Aa2, on review for possible downgrade -- Current Rating: Ca Class Description: $30,000,000 Class B Floating Rate Subordinate Secured Deferrable Notes Due 2047 -- Prior Rating: A2, on review for possible downgrade -- Current Rating: Ca Class Description: $27,000,000 Class C Floating Rate Junior Subordinate Secured Deferrable Notes Due 2047 -- Prior Rating: Baa2, on review for possible downgrade -- Current Rating: Ca The rating actions reflect severe deterioration in the credit quality of the underlying portfolio, as well as the occurrence on Dec. 3, 2007, as reported by the Trustee, of an event of default caused by a failure of the Class A Overcollateralization Ratio to equal or exceed 97.5%, as required under Section 5.1(i) of the Indenture dated March 29, 2007. Armitage ABS CDO, Ltd is a collateralized debt obligation backed primarily by a portfolio of RMBS and CDO securities. Recent ratings downgrades on the underlying portfolio caused ratings-based haircuts to affect the calculation of overcollateralization. Thus, the Class A Overcollateralization Ratio failed to meet the required level. As provided in Article 5 of the Indenture during the occurrence and continuance of an Event of Default, holders of Notes may be entitled to direct the Trustee to take particular actions with respect to the Collateral Debt Securities and the Notes. The rating downgrades reflect the increased expected loss associated with each tranche. Losses are attributed to diminished credit quality on the underlying portfolio. The severity of losses of certain tranches may be different, however, depending on the timing and choice of remedy to be pursued by certain Noteholders. Because of this uncertainty, the Class A-1M, Class A-1Q, Class A-2 and the Class A-3 Notes remain on review for possible downgrade pending the receipt of definitive information. ARROW ELECTRONICS: Expands Distribution Agreement with Delta ------------------------------------------------------------ The North American Components business of Arrow Electronics Inc. has expanded its distribution agreement with Delta Electronics Inc., provider of switching power supplies, to include Delta's Delphi Series of standard DC/DC converters. Offering up to 700 watts of power in a single unit, the Delphi DC/DC converters provide high efficiency and high-density power for the commercial, industrial and military markets. "The expanded agreement between Delta, one of the world's largest power manufacturers, and Arrow, one of the largest power-supply distributors, enables customers to access products and services from a world-class team," said Arrow Electronics vice president of marketing for passives, electromechanical and connector products, Mike Calabria. "Delta will compliment Arrow's industry-leading power-supply line card and strong market presence." "We are pleased to expand our association with Arrow to include DC/DC converters. Our customers will benefit from the support and program expertise Arrow provides," said Delta Electronics senior vice president of sales, Graham Hunter. About Delta Electronics, Inc. Delta Group -- http://www.deltaww.com/-- is the world's largest provider of switching power supplies and a major source for power management solutions, components, visual displays, industrial automation, networking products, and renewable energy. Established in 1971, Delta Group has sales offices worldwide and manufacturing plants in Taiwan, Thailand, China, Mexico and Europe. As a global leader in power electronics, Delta is committed to environment protection and has implemented green, lead-free production and recycling and waste management programs for many years. Delta's mission continues to be: "To provide innovative energy-saving products for a better quality of life." About Arrow Electronics Headquartered in Melville, New York, Arrow Electronics Inc. -- http://www.arrow.com/-- provides products, services and solutions to industrial and commercial users of electronic components and computer products. Arrow serves as a supply channel partner for nearly 600 suppliers and more than 130,000 original equipment manufacturers, contract manufacturers and commercial customers through a global network of over 270 locations in 53 countries and territories. The company operates in France, Spain, Portugal, Denmark, Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden, Italy, Germany, Austria, Switzerland, Belgium, the Netherlands, United Kingdom, Argentina, Brazil, Mexico, Australia, China, Hong Kong, Korea, Philippines and Singapore. * * * Arrow Electronics senior subordinated stock continues to carry Moody's Investors Service's Ba1 rating. The company's senior preferred stock is rated at Ba2. ASPEN FUNDING: Moody's Reviews Ba2 Rating on $10 Mil. Notes ----------------------------------------------------------- Moody's Investor Services placed on review for possible downgrade these notes issued by Aspen Funding I, Ltd.: * Class Description: $12,000,000 Class A-2L Floating Rate Notes due 2037 -- Prior Rating: A1 -- Current Rating: A1, on review for possible downgrade * Class Description: $10,000,000 Class A-3L Floating Rate Notes due 2037 -- Prior Rating: Ba2 -- Current Rating: Ba2, 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 of structured finance securities. BANC OF AMERICA: Fitch Affirms Low-B Ratings on 14 Certificates --------------------------------------------------------------- Fitch has affirmed these Banc of America Commercial Mortgage Inc., series 2005-1 commercial mortgage pass-through certificates: -- $215.0 million class A-1A at 'AAA'; -- $117.2 million class A-2 at 'AAA'; -- $555.2 million class A-3 at 'AAA'; -- $343.1 million class A-4 at 'AAA'; -- $134.0 million class A-SB at 'AAA'; -- $381.2 million class A-5 at 'AAA'; -- $168.3 million class A-J at 'AAA'; -- Interest-only class XW at 'AAA'; -- $61.0 million class B at 'AA'; -- $20.3 million class C at 'AA-'; -- $43.5 million class D at 'A'; -- $20.3 million class E at 'A-'; -- $26.1 million class F at 'BBB+'; -- $20.3 million class G at 'BBB'; -- $34.8 million class H at 'BBB-'; -- $5.8 million class J at 'BB+'; -- $8.7 million class K at 'BB'; -- $8.7 million class L at 'BB-'; -- $2.9 million class M at 'B+'; -- $5.8 million class N at 'B'; -- $11.6 million class O at 'B-'; -- $5.0 million class FM-A at 'BBB+'; -- $2.5 million class FM-B at 'BBB'; -- $8.8 million class FM-C at 'BBB'; -- $22.6 million class FM-D at 'BBB-'; -- $2.1 million class SM-A at 'BB+'; -- $2.1 million class SM-B at 'BB+'; -- $6.4 million class SM-C at 'BB'; -- $2.6 million class SM-D at 'BB-'; -- $2.0 million class SM-E at 'BB-'; -- $4.9 million class SM-F at 'B+'; -- $4.2 million class SM-G at 'B'; -- $5.5 million class SM-H at 'B-'; Fitch does not rate the SM-J, LM, and P classes. The rating affirmations reflect the transaction's stable performance since issuance. As of the November 2007 distribution date, the pool's aggregate collateral balance has been reduced approximately 4.8% to $2.3 billion from $2.4 billion at issuance. There are currently no delinquent or specially serviced loans in the deal. Six loans (24.6%) maintain their investment grade shadow ratings by Fitch based on their stable performance. Fashion Show Mall (8.0%) is a 1,671,769 sf regional mall located in Las Vegas, Nevada. June 2007 occupancy remained stable at 77.0% compared to 76.1% at issuance. Despite the large vacancy, the property continues to perform well. The loan matures on Jan. 1, 2008. The Servicer has received notice of the borrower's intent to payoff the loan prior to maturity. Southdale Mall (6.5%) is a 1,335,023 sf regional mall located in Edina, Minnessota. June 2007 occupancy declined to 77.0% compared to 83.3% at origination. The property has shown declines in base rent and recoveries since issuance as well. Fitch will continue to closely monitor the loan. Zurich Towers (3.5%) is an 807,624 sf office property located Schaumburg, IL. As of YE 2006, the property remains 100% occupied. All three American Express Buildings as of YE 2006 remain 100% occupied. BEAR STEARNS: Barclays Seeks Damages for Fraud and Conspiracy ------------------------------------------------------------- Barclays Bank PLC has filed a complaint in the U.S. District Court for the Southern District of New York to seek damages against Bear Stearns Asset Management Inc., Ralph Cioffi, Matthew Tannin, Bear Stearns, & Co. Inc., and The Bear Stearns Companies Inc. for alleged fraud, conspiracy, breach of fiduciary duties and promissory estoppel. According to the Complaint, London-based Barclays is the sole participating shareholder in Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd., which has been liquidating under the Cayman Islands Companies Law since July 2007. Barclays says the Complaint arises from "one of the most high profile and shocking hedge fund failures in the last decade." Barclays accuses that BSAM and the senior executives have long known that the Enhanced Fund and its associated assets were worth far less than their stated values in the early months of 2007 and were at great risk of further losses. BSAM allegedly concealed the Funds' failing net asset value from Barclays and investors in related feeder funds for as long as possible, instead of revealing the drop in value in, and the increased risk to, the Enhanced Fund, instead of taking immediate and effective corrective action to correct the probe, asserts Lawrence Byrne, Esq., at Linklaters, LLP, in New York, Barclays' counsel. The cover-up and failure to respond in accordance with BSAM's fiduciary duties to Barclays only caused greater losses and a more spectacular collapse of the Enhanced Fund, Mr. Byrne further alleges. Mr. Byrne says Barclays entered into the transaction involving the Enhanced Fund and invested about $400,000,000 in the structure after extensive negotiations with BSAM and the senior executives who held themselves as having a proprietary, extraordinarily sensitive and effective risk management system and as having special access to pricing information and marketing expertise that would benefit Barclays. BSAM promised to operate the Enhanced Fund with full transparency on performance and on pricing to Barclays, Mr. Byrne adds. Furthermore, BSAM and Barclays negotiated detailed investment restrictions, including by asset class and rating requirements, with which BSAM agreed to comply for Barclay's benefit. "In all these respects, [BSAM] entered intentionally into a relationship in which Barclays placed trust and confidence in them," Mr. Byrne states. According to Mr. Byrne, BSAM and the senior executives deceived Barclays through a series of misrepresentations to: (1) secure Barclays' provision of its initial leverage for and financial stake in the enhanced fund structure; (2) secure a significant increase in Barclays' economic commitment to the structure in March 2007; and (3) deceive Barclays and keep it in the structure with ongoing positive reports about the Enhanced Fund's performance, even into mid-June 2007, until Barclays' losses had snow- balled. BSAM failed to employ its purported and promised superior risk management system and the asserted expert pricing and hedging techniques to protect Barclays' exposure as leverage counterparty and sole participating shareholder in the Enhanced Fund, Mr. Byrne adds. BSAM and the senior executives also failed to exercise the duties of care they particularly owed to Barclays in their actions as the Enhanced Fund's investment manager, and they failed in their specific fiduciary duties to deal candidly and fairly with Barclays. Mr. Byrne also alleges that Bear Stearns and BSAM used the Enhanced Fund as a place to unload excessively risky or troubled assets -- subprime-related CDOs -- that could not be sold to other investors at the prices paid by the Enhanced Fund. Mr. Byrne notes that, at the very end of May 2007, BSAM caused the Enhanced Fund to buy large portions, with a price totaling almost $500,000,000, of the six riskiest classes of securities in a deal that BSAM managed. Accordingly, Barclays asks the District Court to award it with punitive and compensatory damages in an amount to be determined at trial. Barclays also seek payment of pre-judgment interest at the maximum rate allowable by law, and reimbursement of attorneys' fees and expenses. The Wall Street Journal related that Barclay's lawsuit comes after months of failed settlement talks with BSAM. Bear Stearns, in a statement obtained by The Financial Times, said that Barclay's lawsuit is unjustified and without merit. "While we do not like to see investors or counterparties lose money, we believe this lawsuit is an attempt by Barclays to avoid taking responsibility for its own actions," Reuters quoted a Bear Stearns spokesman as saying. 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: Federal Regulators Probe Into Funds' Insiders ----------------------------------------------------------- The U.S. Securities and Exchange Commission and the Attorney General's office in the Eastern District of New York are looking into an allegation that some Bear Stearns insiders associated with the two Cayman Islands-based hedge funds that collapsed in July 2007 may have been pulling their personal money out of the investment vehicles in early 2007 when the subprime market was in turmoil, The New York Times relates, citing BusinessWeek. The Wall Street Journal subsequently reported that Ralph Cioffi, a fund manager at Bear Stearns Asset Management, Inc., the collapsed hedge fund's investment manager, transferred about $2,000,000 of his $6,000,000 investment in the Cayman Islands based hedge funds into another Bear-managed fund, the Bear Stearns Structured Risk Partners fund. Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade Structured Credit Enhanced Leverage Master Fund, Ltd., which once controlled nearly $35,000,000,000 in collateralized debt obligations related to the U.S. subprime mortgage market, liquidated their assets in July after incurring a combined $1,600,000,000 loss when the subprime market collapsed. The Journal, citing people familiar with the probe, relates that investigators have been reaching out to investors in the Funds, seeking information about the comments the funds' managers made during the spring with regard to the issue of redemptions, as well as the funds' exposure to the subprime mortgage market. The Journal further relates that in an investor conference call in April, Mr. Cioffi and a fellow fund manager were telling investors that the amount of money the investors were attempting to withdraw was lower than the amount of new money coming in. "The consistent theme was that the investor redemptions were a lot less than the fresh investments," the Journal quotes Ross Intelisano, a lawyer representing investors who have lost approximately $80,000,000 when the Funds collapsed. Scott Berman, an attorney who specializes in hedge fund litigation, told BusinessWeek that not all insider redemptions are improper, saying that, ". . . insiders could have economic reasons for pulling money out of a fund, and often the offering documents for a fund will give managers some latitute on the issue of when they can withdraw their own money." The issue of redemptions has been a point of frustration for investors in the Funds, the Journal says. Investors began submitting redemption notices in February, when the first signs of trouble began to emerge in the subprime housing market but they were told that the earliest they could redeem their money was at the end of June, the Journal says, citing the funds' internal guidelines. The June 30 redemption deadline, however, was too late for most investors, as the Funds' managers began barring them from pulling money out the funds in early June, the Journal relates. Lawyers for the funds' top managers, Cioffi and Matthew Tannin, either declined to comment on the investigation or did not return phone calls seeking comment, the Journal says. A Bear spokesman also did not return a telephone call and an e-mail seeking comment. John Nestor, an SEC spokesman, says, "It's our policy to neither confirm nor deny investigations," the Journal relates. A spokesman for the Eastern District of New York U.S. Attorney Benton Campbell declined to comment. 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). BILLING SERVICES: Moody's Withdraws Ratings on $105 Mil. Loan ------------------------------------------------------------- Moody's Investors Service withdrew the B1 rating on Billing Services Group North America, Inc.'s proposed $15 million senior secured revolver following a change in the nature and amount of the company's refinancing. On June 29, 2007, Moody's had assigned a B1 first lien debt rating to the company's proposed $127.5 million credit facility, expected to be comprised of a $112.5 million term loan and a $15 million revolver. The credit facility executed on Dec. 19, 2007 contained a $112.5 million term loan only. Consequently, Moody's withdrew the rating on the proposed revolver while affirming the B1 rating on the $112.5 million term loan, the B1 Corporate Family Rating and the B1 Probability of Default Rating. Moody's also withdrew the ratings on the company's former credit facility that was repaid as part of the refinancing and completion of the sale of the European wireless business to Syniverse Technologies, Inc. The ratings outlook remains stable. Despite the reduction in external liquidity resulting from no longer maintaining a revolver, Moody's affirmed BSG's B1 Corporate Family Rating. Liquidity is expected to be adequate post- transaction. Moody's expects the company to maintain a minimum cash balance of $15 million and projects cash flow from operations over the next four quarters to exceed capital expenditures, dividends and required term loan amortization. Moody's withdrew these ratings (assessments) of Billing Services Group North America, Inc.: -- $15 million senior secured revolver due 2013, rated B1 (LGD3, 45%) -- $94.5 million ($105 million original) first lien term loan due 2012, rated Ba3 (LGD 3, 39%) -- $15 million first lien revolver due 2011, rated Ba3 (LGD 3, 39%) -- $40 million second lien term loan due 2013, rated B3 (LGD 5, 89%) Moody's withdrew these ratings (assessments) of BSG Clearing Solutions GmbH: -- $105 million ($110 million original) first lien term loan due 2012, rated Ba3 (LGD 3, 39%) -- $15 million first lien revolver due 2011, rated Ba3 (LGD 3, 39%) Moody's affirmed these ratings (assessments) of Billing Services Group North America, Inc.: -- $112.5 million senior secured term loan due 2014, rated B1 (LGD 3, 44% - revised from 45%) -- Corporate Family Rating, rated B1 -- Probability of Default Rating, rated B1 Billing Services Group North America, Inc. is a leading provider of clearing, settlement, payment and financial risk management solutions to communication service providers in the United States. Headquartered in San Antonio, Texas, BSG's revenues for the twelve months ended Sept. 30, 2007 were approximately $131 million. BIOPURE CORP: Closing Bid Price Falls Below Nasdaq's Criteria ------------------------------------------------------------- Biopure Corporation received notice from The Nasdaq Stock Market that its closing bid price had fallen and remained below $1 for 30 consecutive business days. As a result, Biopure is out of compliance with Nasdaq's $1 minimum bid price requirement for continued listing set forth in Marketplace Rule 4310(c)(4). This notification has no effect on the listing of the company's common stock at this time. The company, in accordance with Marketplace Rule 4310 (c)(8)(D), has 180 calendar days or until June 11, 2008, to regain compliance by having the bid price of its common stock close at $1.00 per share or more for at least 10 consecutive business days. If the company does not regain compliance by June 11, 2008, Nasdaq will determine whether the company meets the initial listing criteria stated in Marketplace Rule 4310 (c), except for the bid price requirement. If it meets the initial listing criteria, Biopure expects to be granted an additional 180 calendar day compliance period. If Biopure does not demonstrate compliance within the compliance period, it will be issued a delisting letter. According to the letter, if Biopure is deemed not eligible for an additional compliance period, Nasdaq will provide written notification that the securities will be delisted. About Biopure Corporation Headquartered in Cambridge, Massachussetts, Biopure Corporation (NasdaqCM: BPUR) -- http://www.biopure.com/-- develops, manufactures and markets pharmaceuticals, called oxygen therapeutics, that are intravenously administered to deliver oxygen to the body's tissues. The company is developing Hemopure for a potential indication in cardiovascular ischemia, in addition to supporting the U.S. Navy's government-funded efforts to develop a potential out-of-hospital trauma indication. Biopure's veterinary product Oxyglobin(R) is indicated for the treatment of anemia in dogs. Going Concern Doubt Ernst & Young, in Boston, Massachusetts, expressed substantial doubt about Biopure Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements as of the years ended Oct. 31, 2006, and 2005. The auditing firm pointed to the company's recurring losses from operations and lack of sufficient funds to sustain its operations through the end of fiscal 2007. BIO-RAD LABS: Earns $28 Million in Third Quarter Ended Sept. 30 --------------------------------------------------------------- Bio-Rad Laboratories Inc. reported net income of $28.0 million for the third quarter ended Sept. 30, 2007, compared to net income of $23.2 million reported for the same period in 2006. Third-quarter net income in 2006 benefited from a pre-tax investment gain of $4.7 million. Third-quarter gross margin was 55.4% compared to 54.7% in the third quarter last year. Third-quarter revenues were $339.7 million in 2007, up 11.5% compared to $304.8 million reported for the same period in 2006. These results were driven by continued growth across product areas in both the Life Science and Clinical Diagnostics segments. On a currency-neutral basis, revenues increased 8.0% compared to the same period last year. Year-to-date revenues grew by 7.6% to $1.0 billion compared to the first three quarters in 2006. Normalizing for the impact of currency effects, growth was 3.8%. Year-to-date net income for 2007 was $80.6 million compared to $86.6 million in the same period last year. Year-to-date results for the first three quarters in 2006 was favorably impacted by one-time additional revenue of $11.7 million resulting from a licensing settlement agreement reached with bioMerieux as well as the aforementioned pre-tax investment gain of $4.7 million. Year-to-date gross margin was 55.7% compared to 56.6% in the same period in 2006. "We are pleased with the company's performance during the quarter and encouraged by the success of new products," said Norman Schwartz, Bio-Rad president and chief executive officer. "As we wrap up the year, we will continue to focus on our ongoing businesses and work to integrate the recently acquired DiaMed into Bio-Rad's organization." In the beginning of the fourth quarter of 2007, Bio-Rad completed the purchase of 77.7% of Switzerland-based DiaMed Holding AG for approximately $409 million in cash. DiaMed develops, manufactures, and markets a complete line of reagents and instruments used in blood typing and screening and has annual sales of approximately $200 million. DiaMed's results will be included in the company's consolidated financial statements beginning in the fourth quarter of 2007. At Sept. 30, 2007, the company's consolidated balance sheet showed $1.71 billion in total assets, $766.1 million in total liabilities, and $946.3 million in total stockholders' 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?2693 About Bio-Rad Based in Hercules, California, Bio-Rad Laboratories Inc. (AMEX: BIO and BIOb) -- http://www.bio-rad.com/-- manufactures and distributes a broad range of products for the life science research and clinical diagnostics markets. Founded in 1952, Bio- Rad serves more than 85,000 research and industry customers worldwide through its global network of operations. The company employs over 6,300 people globally and had revenues of nearly $1.3 billion in 2006. * * * To date, Bio-Rad Laboratories Inc. still carries Moody's Investors Service 'Ba2' long term corporate family rating and 'Ba3' senior subordinated debt rating. Outlook is stable. BLACKBOARD INC: S&P Holds B+ Rating with Positive Outlook --------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Washington, District of Columbia-based Blackboard Inc. to positive from stable, following continued positive operating trends. The ratings on the company, including the 'B+' corporate credit rating, were affirmed. "The rating on Blackboard reflects the company's narrow business profile, fragmented and competitive market place, and rapid growth," said Standard & Poor's credit analyst Mr. David Tsui. These factors partly are offset by a strengthening position in a growing niche software market and a significant base of recurring business. Blackboard's target market primarily is the 6,400 North American higher education institutions, and secondarily, K-12 institutions and international educational institutions. Blackboard has a leading position in the niche course management software market. While the company benefits from high renewal rates, and moderately high switching costs, the market is highly fragmented, and entry from resource-intensive competitors or open-source software could be a risk. Blackboard's operating profile is supported by a substantial base of recurring revenues and by strong new license growth. Approximately 72% of the company's revenues are from recurring software licenses, hosting, and support contracts. Blackboard had renewal rates of 90% in recent years, despite a 4% increase in annual license fees. Revenue in the quarter ended September 2007 reached $62 million, a 22% increase over the prior year, driven by good adoption of enterprise products and application service provider hosting services to global academic institutions. BULLITT ELDERCARE: Case Summary & Five Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Bullitt Eldercare, L.L.C. 520 Woodlake Drive Mt. Washington, KY 40047 Bankruptcy Case No.: 07-34610 Chapter 11 Petition Date: December 21, 2007 Court: Western District of Kentucky (Louisville) Judge: Thomas H. Fulton Debtor's Counsel: Henry K. Jarrett, III, Esq. Suite 10 North, First Trust Centre 200 South Fifth Street Louisville, KY 40202 Tel: 584-1374 Fax: 585-4009 Estimated Assets: Less than $50,000 Estimated Debts: $1 Million to $10 Million Debtor's Five Largest Unsecured Creditors: Entity Claim Amount ------ ------------ P.B.I. Bank, Inc. $3,200,000 2500 Eastpoint Parkway Louisville, KY 40223 Jim Floyd $232,000 103 Remington Drive Bardstown, KY 40004 Leasing One Corp. $120,896 P.O. Box 309 Frankfort, KY 40602 Woodlake Partners, L.L.C. $69,543 Duplicator Sales $1,673 CALPINE CORP: Issues Warrants as Part of Plan of Reorganization --------------------------------------------------------------- As part of its Sixth Amended Joint Plan of Reorganization, Calpine Corporation will issue warrants to purchase approximately 50 million shares of its new common stock, or about 10% of the common stock to be issued pursuant to the plan, to holders of its currently outstanding common stock. Each warrant will represent the right to purchase a single share of Calpine's new common stock. The exercise price per share has not yet been determined, but it is expected to be based on a stipulated reorganized equity value of $11.942 billion. For illustrative purposes, assuming the issuance of 500 million shares on the effective date, the exercise price would be $23.88 per share. The expiration date of the warrants will be Aug. 25, 2008 or the date that is six months after the effective date of the Plan, which ever is later. No fractional warrants will be issued and no cash in lieu of fractional warrants will be distributed. The warrants will be transferable, but they will not be listed on any exchange. The specific number of warrants to be issued, the exercise price and expiration date have not yet been determined. In addition, the exercise price, when issued, is intended to be "out-of-the- money," although the extent to which it is or is not "out-of-the- money" will depend on the market price of the new Calpine common stock, which can not be known at this time. There can be no assurance that the warrants will be "in-the-money" at any time prior to their expiration date. The currently outstanding shares of common stock will be cancelled on the effective date of the Plan and will no longer represent an interest in Calpine Corporation. Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company and its affiliates filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Aug. 31, 2007, the Debtors disclosed total assets of $18,467,000,000, total liabilities not subject to compromise of $11,207,000,000, total liabilities subject to compromise of $15,354,000,000 and stockholders' deficit of $8,102,000,000. On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC, and Silverado Geothermal Resources, Inc., filed voluntary chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198). On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another affiliate, also filed a voluntary chapter 11 petition (Bankr. S.D.N.Y. Case No. 07-12967). On June 20, 2007, the Debtors filed their Chapter 11 Plan and Disclosure Statement. On Aug. 27, 2007, the Debtors filed their Amended Plan and Disclosure Statement. Calpine filed a Second Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a Third Amended Plan. On Sept. 25, 2007, the Court approved the adequacy of the Debtors' Disclosure Statement and entered a written order on September 26. The hearing to consider confirmation of that Plan began Dec. 17, 2007, and was adjourned to Dec. 19, 2007. (Calpine Bankruptcy News; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000). CANTERN CORP: Case Summary & Largest Unsecured Creditor ------------------------------------------------------- Debtor: Cantern Corp. 1070 Horizon Ridge Parkway, Suite 100 Henderson, NV 89012 Bankruptcy Case No.: 07-18630 Chapter 11 Petition Date: December 21, 2007 Court: District of Nevada (Las Vegas) Judge: Linda B. Riegle Debtor's Counsel: Bonnie Jean Boyce, Esq. Albright, Stoddard, Warnick & Albright 801 South Rancho Drive, Suite D-4 Las Vegas, NV 89106 Tel: (702) 384-7111 Total Assets: $16,000,155 Total Debts: $9,793,898 Debtor's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Clark County Treasurer real property $24,584 P.O. Box 551220 taxes 500 S. Grand Central Parkway Las Vegas, NV 89155-1220 Bracewell & Giuliani legal fees $20,000 Marcus Marsden legal fees $18,000 Mark Holland legal fees $13,625 Sheef & Stone legal fees $13,000 Bank of Texas indenture trustee $10,000 services Michelene Bledsoe unknown $7,200 Julie Martinez assigned loan from $5,000 Simms Simms Financial loan $5,000 Mortuary Financial loan $5,000 Barack Ferrazzano, et al legal fees $4,933 Tim Raso director's fees $4,800 Payne, Smith & Jones accounting services $3,057 Delaware Secretary of State tax $2,311 Surety Bank office rent $1,050 Cullen Turner clerical services $680 Moseley & Moseley legal fees $526 Securities Transfer Co. stock handling $450 services CARBIZ INC: Begins Buy Here-Pay Here Operations in Oklahoma ----------------------------------------------------------- CarBiz Inc. has received a dealer license for the state of Oklahoma. CarBiz has begun full operations at four Oklahoma locations in Tulsa, Midwest City, Muskogee, and Oklahoma City. CarBiz has expanded its Buy Here - Pay Here business in the US after an acquisition last month. The deal included 26 dealerships in seven Midwestern states including Illinois, Indiana, Nebraska, Iowa, Kentucky, Oklahoma and Ohio. The two remaining states to receive a dealer license are Oklahoma and Nebraska. Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF.OB) -- http://www.carbiz.com/-- owns and operates a chain of "buy- here pay-here" dealerships through its CarBiz Auto Credit division. The company is also a provider of software, training and consulting solutions to the United States automotive industry. CarBiz's suite of business solutions includes dealer software products focused on the "buy-here pay-here," sub-prime finance and automotive accounting markets. Capitalizing on expertise developed over 10 years of providing software and consulting services to "buy-here pay-here" businesses across the United States, CarBiz entered the market in 2004 with a location in Palmetto, Florida. CarBiz has added two more credit centers since - in Tampa and St. Petersburg - and recently acquired a large regional chain in the Midwest, bringing the total number of dealerships to 26 in eight states. Going Concern Doubt As reported in the Troubled Company Reporter on Dec. 20, 2007, Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota, Florida, expressed substantial doubt about Carbiz Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Jan. 31, 2007, and 2006. The auditing firm pointed to the company's recurring losses from operations and net capital deficiency. CARROLS CORP: Moody's Maintains B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating of Carrol's Corporation. In addition, Moody's raised the rating on the company's $180 million guaranteed senior subordinated notes to B3 / 75% / LGD-5 from Caa1 / 79% / LGD-5. The outlook is stable. The B2 corporate family rating reflects Carrol's relatively high leverage, modest coverage, and marginal free cash flow generation. The ratings are supported by Carrol's brand diversification, its position as the largest Burger King franchisee, the improvement in same store sales at its company owned Burger King restaurants, and the continued trend of positive same store sales at Pollo Tropical and Taco Cabana. However, the ratings also recognize the recent softness in same store sales at Taco Cabana. The upgrade of the company's senior subordinated rating to B3 from Caa1 reflects the reduction in the amount of senior secured debt in the company's overall liability structure. Carrols Corporation owns, operates, and franchises quick service and quick casual restaurant concepts, primarily in the United States, specifically Burger King, Taco Cabana, and Pollo Tropical. For the twelve months ended Sept. 30, 2007, the company reported consolidated revenues of approximately $781 million and operating income of about $55 million. Carrol's is the largest franchisee of Burger King restaurants in the U.S. domestic market with 325 units. Taco Cabana and Pollo Tropical are Hispanic concepts in the fast casual segment of the restaurant industry. As of Sept. 30, 2007, Carrol's owned 147 Taco Cabana restaurants and franchised 2, in addition to owning 83 Pollo Tropical units and 27 franchised units. For the full year 2006, Burger King, Taco Cabana, and Pollo Tropical, represented approximately 49%, 30% and 20% of total revenues and 25%, 39% and 36% of operating income. CENTEX 2002: Fitch Junks Two Classes of 2002-C Certificates ----------------------------------------------------------- Fitch has taken rating action on these Centex 2002-C mortgage pass-through certificates: -- Class A affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 downgraded to 'CCC/DR1' from 'BB'; -- Class B-2 downgraded to 'C/DR4' from 'B-/DR1'. The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect approximately $64.46 million in outstanding certificates. The downgrades reflect deterioration in the relationship between CE and expected losses, and affect approximately $9.53 million in outstanding certificates. The pool factor (current collateral balance as a percentage of original) is approximately 13%, and the transaction 63 months seasoned. The amount of loans in the 60+ delinquency buckets (inclusive of Real Estate Owned, Foreclosure, and Bankruptcy) is approximately 17.90%, and cumulative losses range are approximately 4.27%. CHIQUITA BRANDS: Discloses Rule 10b5-1 Stock Trading Plan --------------------------------------------------------- Chiquita Brands International Inc. reported that one of its executive officers has adopted a prearranged stock-trading plan in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Rule 10b5-1 allows plans to be established that permit corporate executives to prearrange sales of company securities at a time when they are not aware of any material non-public information. Such plans typically involve a plan to sell shares over a set period of time. These pre-arranged planned trades will be executed at a specified later date, as set forth in the plan, without further action or oversight by the executive officer. A plan can provide for sales of stock on a particular date or at a particular price or a combination of both of these factors, along with others. The rules allow corporate executives to diversify their investment portfolios and avoid concerns about initializing stock transactions while possibly in possession of material non-public information. Manuel Rodriguez, senior vice president, government and international affairs, and corporate responsibility officer, has adopted a plan under Rule 10b5-1 which is in accordance with company's stock ownership guidelines and provides for the sale of portions of his holdings over time, as part of his financial planning for the benefit of his family. Shares sold pursuant to the plan will be disclosed publicly through Form 144 filings and Form 4 filings as required by the SEC. 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. CHRYSLER LLC: CEO Expresses Confidence in Operations and Finances ----------------------------------------------------------------- "There have been several recent media reports that have painted an inaccurate picture of Chrysler LLC's current financial position, Robert Nardelli, Chrysler LLC's Chairman and CEO, said. "Therefore, the management of Chrysler and our parent company, Cerberus Capital Management, L.P., felt it imperative to correct the record since such misinterpretations and misperceptions are misleading and could leave the wrong impression in the minds of investors and other interested parties. "First and foremost, it is important to note that Chrysler is not only meeting, but, in many cases, exceeding its financial targets heading into 2008. "Importantly, Chrysler has ample liquidity. We are fully funded with working capital to meet our present and future needs and objectives. We are doing what any other prudent company is doing during this challenging economic environment. We are trying to instill a sense of urgency throughout the workforce, putting our capital to work effectively and efficiently, streamlining inventory, improving current products and developing new and innovative vehicles. Our dealer body is quite pleased that our inventory of vehicles was down another 4% in November. "In a 13-hour meeting this week with the Cerberus board of directors, Cerberus praised and was highly complimentary of Chrysler's progress to date and unanimously approved our 2008 plan. We have a solid strategic direction to return the company to long-term profitability. We are on target and have the unwavering support of Cerberus, as well as our other key partner, Daimler AG. "Cerberus met with its investors on Dec. 20, 2007, to share the progress that has been made and to convey to these investors that the company was meeting -- and in many cases -- exceeding its targets. The report was well received. "Like many companies in today's uncertain economic environment, Chrysler is moving aggressively to improve its business. We recognized in advance the increasingly competitive vehicle market heading into 2008. With that, we have been moving aggressively to make our company leaner. The steps we are taking include previously announced volume-related reductions at several North American assembly and powertrain plants and the elimination of four products from our lineup, which is very customary in the auto industry. "However, we are very excited about the new products coming in 2008. These include the legendary Dodge Ram pickup truck, the Dodge Journey crossover, the relaunch of the historic Dodge Challenger -- which has already generated 8,851 customer orders -- and two, all-new, large hybrid SUVs, the Chrysler Aspen and the Dodge Durango, demonstrating our support for the environment and more fuel-efficient vehicles. "For our current vehicle line-up we have already approved more than 260 line item improvements to enhance our products -- most for the 2008 calendar year. "The recently completed national labor agreement with the United Auto Workers -- which includes the establishment of an independent retiree health care trust -- provides a framework to improve the long-term competitiveness of the company. "Since August and the first day of the new company, the management team has been working to improve Chrysler's working capital, disposing of non-core (or non-earning) assets and reinvesting this cash into product development, new technology and new innovations for our customers." Mr. Nardelli's statement can be attributed to Mark Neporent, Chief Operating Officer and General Counsel of Cerberus Capital Management L.P.: "We remain extremely enthusiastic about our investment in Chrysler. Our underwriting assumed, and fully planned, that Chrysler would incur losses in the near term. Under the leadership of Bob Nardelli, Tom LaSorda and Jim Press, Chrysler is already on track to exceed its multi-year restructuring and recovery plan on virtually all key metrics. We met with the management team this week and fully endorse their strategic direction and their plan to meet the challenges of the current environment. We are confident that Bob, Jim and Tom are taking the right steps to bring Chrysler to profitability. Our mutual resolve to restore Chrysler to its leadership position as an iconic brand is unwavering." About Chrysler LLC 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. CINRAM INT'L: Weak Operation Prompts Moody's to Hold B1 Ratings --------------------------------------------------------------- Moody's affirmed the B1 Corporate Family rating and B1 Senior Secured debt rating of Cinram International Inc. The rating action follows the company's recent weaker than expected operating results, which has caused Moody's to significantly reduce expectations for Cinram's future profitability. The rating has nonetheless been affirmed as Moody's believes Cinram's decision to eliminate all distribution payments to unit holders should enable the company to generate meaningful levels of free cash flow and maintain key credit metrics appropriate for its current rating. The long term ratings reflect a B2 probability of default and loss given default assessment of LGD 3, 30% for the senior secured credit facility. The outlook remains stable. Ratings affirmed: -- Corporate family rating at B1; -- Probability of default rating at B2; -- Senior Secured Bank Credit Facility at B1 (LGD3, 30%); The B1 corporate family rating primarily reflects Cinram's significant business risks as an independent manufacturer and distributor of DVD's to a few major movie studios, with which Moody's believes its negotiating scope to be limited. The rating considers that Cinram has considerable exposure to pricing pressures and declines in DVD/CD unit volumes with only a finite ability to reduce costs. The combination of these factors has recently led to a significant deterioration in operating performance. Moody's believes a continuation of this trend is likely through the next year as recent price reductions are fully absorbed and growth in high definition DVD's remains modest. The rating however also recognizes that the company's market position is strong, its relationships with the major movie studios are established and contractual, and management is taking important measures to diversify its risk exposure into new areas such as logistics. Furthermore, the rating considers Moody's expectation that the company will be able to generate significant free cash flow following the elimination of its distributions to unit holders. This is likely to provide Cinram with the ability to reduce its leverage beginning in the latter part of 2008 even as modest operating income pressures persist. Finally, the rating reflects the company's lack of a defined target capital structure and corresponding uncertainty to what extent Cinram may apply its meaningful levels of free cash flow towards permanent debt reduction. The outlook continues to be stable, as Moody's believes margin pressures may remain ongoing through the next year, offset by the company's ability to generate significant amounts of free cash flow. Cinram International Inc. is one of the world's largest manufacturers and distributors of DVD's, with headquarters in Toronto, Ontario, Canada. CITIGROUP: Fitch Junks Rating on $3.8 Mil. Class B-7 Note --------------------------------------------------------- Fitch Ratings has taken these rating actions on two Citigroup transactions. Affirmations total $619.2 million and downgrades total $41.1 million. In addition, $8.2 million was placed on Rating Watch Negative. Break Loss percentages and Loss Coverage Ratios for each class are included with these rating actions: Series 2005-CB4 -- $120.6 million class A affirmed at 'AAA' (BL: 52.07, LCR: 4.93); -- $15.9 million class M-1 affirmed at 'AA+' (BL: 44.36, LCR: 4.20); -- $14.7 million class M-2 affirmed at 'AA' (BL: 37.56, LCR: 3.56); -- $6.3 million class M-3 affirmed at 'AA' (BL: 34.62, LCR: 3.28); -- $10.4 million class M-4 affirmed at 'AA-' (BL: 29.79, LCR: 2.82); -- $7.3 million class M-5 affirmed at 'A+' (BL: 26.38, LCR: 2.50); -- $5.8 million class M-6 affirmed at 'A' (BL: 23.61, LCR: 2.24); -- $7.3 million class B-1 affirmed at 'A-' (BL: 20.06, LCR: 1.90); -- $5.5 million class B-2 affirmed at 'BBB+' (BL: 14.87, LCR: 1.41); -- $5.5 million class B-3 affirmed at 'BBB' (BL: 13.33, LCR: 1.26); -- $4.5 million class B-4 affirmed at 'BBB-' (BL: 12.06, LCR: 1.14); -- $5 million class B-5 downgraded to 'BB' from 'BB+' (BL 10.31, LCR: 0.98); -- $5 million class B-6 downgraded to 'B' from 'BB+' (BL: 8.69, LCR: 0.82); -- $3.8 million class B-7 downgraded to 'C/DR4' from 'BB'. Deal Summary -- Originators: G1: Wilmington Finance Inc. 35.59%, Lime Financial 27.86% G2: New Century 53.26%, Wilmington Finance 27.00% -- 60+ day Delinquency: 14.48%; -- Realized Losses to date (% of Original Balance): 0.95%; -- Expected Remaining Losses (% of Current Balance): 10.55%; -- Cumulative Expected Losses (% of Original Balance): 5.65%. Series 2005-CB8 -- $291.7 million class A affirmed at 'AAA' (BL: 44.32, LCR: 3.67); -- $24.6 million class M-1 affirmed at 'AA+' (BL: 38.62, LCR: 3.2); -- $24.2 million class M-2 affirmed at 'AA+' (BL: 33.38, LCR: 2.77); -- $17.2 million class M-3 affirmed at 'AA' (BL: 29.63, LCR: 2.46); -- $12.7 million class M-4 affirmed at 'AA-' (BL: 26.84, LCR: 2.22); -- $12.3 million class M-5 affirmed at 'A+' (BL: 24.14, LCR: 2.00); -- $10.6 million class M-6 affirmed at 'A+' (BL: 21.72, LCR: 1.8); -- $11.9 million class B-1 affirmed at 'A' (BL: 18.89, LCR: 1.57); -- $9 million class B-2 affirmed at 'A-' (BL: 16.84, LCR: 1.40); -- $8.6 million class B-3 downgraded to 'BBB' from 'BBB+' (BL: 15.14, LCR: 1.25); -- $10.2 million class B-4 downgraded to 'BBB-' from 'BBB' (BL: 13.45, LCR: 1.11); -- $8.2 million class B-5 downgraded to 'BB' from 'BBB-' (BL: 11.08, LCR: 0.92), placed on Rating Watch Negative. Deal Summary -- Originators: New Century (40.83%), Ameriquest (24.01%); -- 60+ day Delinquency: 14.51%; -- Realized Losses to date (% of Original Balance): 0.88%; -- Expected Remaining Losses (% of Current Balance): 12.07%; -- Cumulative Expected Losses (% of Original Balance): 7.72%. CITIGROUP MORTGAGE: Fitch Junks Ratings on Four Certificates ------------------------------------------------------------ Fitch Ratings has taken these rating actions on three Citigroup Mortgage Loan Trust, Inc. mortgage pass-through certificate transactions. Affirmations total $927.3 million and downgrades total $185.8 million. Break Loss percentages and Loss Coverage Ratios for each class are included with these rating actions: Series 2005-HE3 -- $249.3 million class A affirmed at 'AAA' (BL: 63.04, LCR: 2.88); -- $55.6 million class M-1 affirmed at 'AA+' (BL: 53.02, LCR: 2.42); -- $51.9 million class M-2 affirmed at 'AA' (BL: 44.63, LCR: 2.04); -- $34.8 million class M-3 affirmed at 'AA' (BL: 38.80, LCR: 1.77); -- $25.2 million class M-4 affirmed at 'AA-' (BL: 34.55, LCR: 1.58); -- $24.4 million class M-5 downgraded to 'BBB+' from 'A+' (BL: 30.41, LCR: 1.39); -- $22.2 million class M-6 downgraded to 'BBB' from 'A' (BL: 26.58, LCR: 1.21); -- $22.2 million class M-7 downgraded to 'BB' from 'A-' (BL: 22.63, LCR: 1.03); -- $17.8 million class M-8 downgraded to 'B' from 'BBB+' (BL: 19.45, LCR: 0.89); -- $14.1 million class M-9 downgraded to 'B' from 'BBB' (BL: 16.83, LCR: 0.77); -- $14.1 million class M-10 downgraded to 'C/DR5' from 'BBB-'; -- $12.6 million class M-11 downgraded to 'C/DR5' from 'BB+'; -- $20.0 million class M-12 downgraded to 'C/DR5' from 'BB'. Deal Summary -- Originators: Various; -- 60+ day Delinquency: 32.07%; -- Realized Losses to date (% of Original Balance): 1.64%; -- Expected Remaining Losses (% of Current Balance): 21.92%; -- Cumulative Expected Losses (% of Original Balance): 10.23%. Series 2005-OPT3 -- $63.1 million class A affirmed at 'AAA' (BL: 81.71, LCR: 6.25); -- $41.2 million class M-1 affirmed at 'AA+' (BL: 66.44, LCR: 5.08); -- $29.6 million class M-2 affirmed at 'AA' (BL: 55.40, LCR: 4.24); -- $17.6 million class M-3 affirmed at 'AA' (BL: 48.80, LCR: 3.73); -- $16.6 million class M-4 affirmed at 'A+' (BL: 42.53, LCR: 3.25); -- $15.3 million class M-5 affirmed at 'A' (BL: 36.46, LCR: 2.79); -- $13.9 million class M-6 affirmed at 'A' (BL: 31.27, LCR: 2.39); -- $12.9 million class M-7 affirmed at 'A-' (BL: 26.31, LCR: 2.01); -- $11.1 million class M-8 affirmed at 'BBB+' (BL: 22.16, LCR: 1.70); -- $7.4 million class M-9 affirmed at 'BBB' (BL: 19.42, LCR: 1.49); -- $6.0 million class M-10 downgraded to 'BB' from 'BBB-' (BL: 12.84, LCR: 0.98); -- $9.2 million class M-11 downgraded to 'C/DR4' from 'BB+'. Deal Summary -- Originators: 100% Option One Mortgage Corp.; -- 60+ day Delinquency: 28.61%; -- Realized Losses to date (% of Original Balance): 0.49%; -- Expected Remaining Losses (% of Current Balance): 13.07%; -- Cumulative Expected Losses (% of Original Balance): 4.28%. Series 2005-OPT4 -- $103.1 million class A affirmed at 'AAA' (BL: 73.47, LCR: 5.86); -- $34.9 million class M-1 affirmed at 'AA+' (BL: 62.42, LCR: 4.98); -- $31.1 million class M-2 affirmed at 'AA+' (BL: 52.52, LCR: 4.19); -- $18.4 million class M-3 affirmed at 'AA' (BL: 46.60, LCR: 3.72); -- $16.5 million class M-4 affirmed at 'AA-' (BL: 41.26, LCR: 3.29); -- $14.5 million class M-5 affirmed at 'A+' (BL: 35.99, LCR: 2.87); -- $14.5 million class M-6 affirmed at 'A' (BL: 31.37, LCR: 2.50); -- $12.1 million class M-7 affirmed at 'A-' (BL: 27.28, LCR: 2.18); -- $10.6 million class M-8 affirmed at 'BBB+' (BL: 23.68, LCR: 1.89); -- $7.7 million class M-9 affirmed at 'BBB' (BL: 21.02, LCR: 1.68); -- $7.2 million class M-10 affirmed at 'BBB' (BL: 18.55, LCR: 1.48); -- $9.7 million class M-11 affirmed at 'BBB-' (BL: 15.34, LCR: 1.22); -- $13.1 million class M-12 downgraded to 'B' from 'BB+' (BL: 11.12, LCR: 0.89); -- $9.7 million class M-13 downgraded to 'C/DR5' from 'BB' and removed from Rating Watch Negative. Deal Summary -- Originators: 100% Option One Mortgage Corp.; -- 60+ day Delinquency: 27.32%; -- Realized Losses to date (% of Original Balance): 0.69%; -- Expected Remaining Losses (% of Current Balance): 12.53%; -- Cumulative Expected Losses (% of Original Balance): 4.76%. CLAYMONT STEEL: Buyer Evraz Group Launches Cash Tender Offer ------------------------------------------------------------ Evraz Group S.A., through its wholly owned subsidiary Titan Acquisition Sub Inc., is commencing a cash tender offer to purchase all outstanding shares of common stock of Claymont Steel Holdings Inc. The tender offer is being made pursuant to a definitive agreement among Evraz, Titan Acquisition Sub, Inc. and Claymont Steel dated Dec. 9, 2007. Upon the successful closing of the tender offer, Claymont Steel stockholders will receive $23.50 in cash for each share of Claymont Steel common stock tendered in the offer, less any applicable stock transfer taxes and withholding taxes. Following the purchase of shares in the tender offer, Claymont Steel will become a subsidiary of Evraz. Evraz will file with the Securities and Exchange Commission a tender offer statement on Schedule TO setting forth in detail the terms of the tender offer. Claymont Steel will file with the Commission a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Claymont Steel's board of directors that Claymont Steel stockholders accept the tender offer and tender their shares in the tender offer. Claymont Steel's board of directors has unanimously concluded that the merger agreement and the transactions contemplated thereby (including the tender offer and the merger) are advisable and are fair to and in the best interests of Claymont Steel and Claymont Steel's stockholders. The tender offer will expire at 12:00 midnight on Jan. 16, 2008, unless extended in accordance with the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission. The offer will be subject to customary conditions, including anti-trust clearance and the acquisition by Evraz of a majority of Claymont Steel's shares on a fully diluted basis. ABN AMRO Incorporated is acting as exclusive financial advisor to Evraz and will be the dealer-manager for the tender offer. Jefferies & Company, Inc. is acting as lead financial advisor to Claymont Steel in the transaction, and both Jefferies & Company, Inc. and Western Reserve Partners LLC delivered fairness opinions to Claymont Steel's board of directors. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to Evraz, and Morgan, Lewis & Bockius LLP is acting as legal counsel to Claymont Steel. About Evraz Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) -- http://www.evraz.com/-- manufactures and distributes steel and related products. In addition, the Company owns and operates certain mining assets. Its steel production and mining facilities are mainly located in the Russian Federation. It operates three steel mills in Russia, one mill in the Sverdlovsk region and two mills in the Kemerovo region. About Claymont Steel Headquartered in Claymont, Delaware, Claymont Steel Inc. -- http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills carbon steel plate. It services all major plate markets including service centers, bridge fabricators, railcar manufacturers, heavy construction machinery and material handling equipment, mining equipment, storage tanks, pressure vessel, and shipbuilding. It produces somewhere near 400,000 tons per year. The company sells its products to clients in Canada and the US. Previously a subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was acquired by H.I.G. Capital, a private equity and venture capital investment firm in 2005. H.I.G. formed Claymont Steel Holdings in 2006 with the intent to take the company public. * * * As reported in the Troubled Company Reporter on Dec. 12, 2007, Moody's Investors Service placed all of its ratings, including its 'B' corporate credit rating, on Claymont Steel Inc. on CreditWatch with positive implications following the announcement that Evraz Group S.A., through its wholly owned subsidiary Titan Acquisition Sub, Inc., has entered into a definitive agreement under which Evraz will acquire Claymont Steel for $23.50 per share, for an aggregate purchase price of approximately $565 million, including debt. If Claymont's debt is retired as a result of the transaction, its ratings will be withdrawn. COFFEYVILLE RESOURCES: S&P Upgrades Rating to B from CCC+ --------------------------------------------------------- Standard & Poor's Ratings Services upgraded Kansas-based refiner Coffeyville Resources LLC to 'B' from 'CCC+'. At the same time, Standard & Poor's revised the senior secured credit facilities ratings to 'BB-' (two notches above the corporate credit rating) from 'B-' and recovery ratings to '1' from '2', indicating its expectation for a full recovery of principal in a payment default. In addition, Standard & Poor's removed the ratings from CreditWatch with positive implications. The outlook is stable. The upgrade follows about four months of stable operations at the refinery after the effects of the June 2007 flood, as well as significant debt paydown with proceeds of the October 2007 IPO. CONSECO INC: Unit Recaptures $50 Mil. of Life Insurance Premium --------------------------------------------------------------- Conseco Inc. received all required regulatory approvals and has completed the transaction under which its Colonial Penn Life Insurance Company subsidiary recaptured a block of approximately $50 million of traditional life insurance premium in force that had been ceded in 2002 to Reassure America Life Insurance Company, an affiliate of Swiss Reinsurance Company. In the transaction, which has an effective date of Oct. 1, 2007, Colonial Penn paid REALIC a recapture fee of $63 million. Colonial Penn recaptured 100% of the liability for the future benefits ceded, and will recognize profits from the block as they emerge over time. Colonial Penn already administers the policies that were recaptured. Conseco said it expects the transaction to be accretive to earnings and return-on-equity. It said that the transaction is part of the company's commitment to invest in the growth of Conseco's higher-return core businesses and distribution channels. About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * Moody's Investors Service placed Conseco Inc.'s bank loan debt rating at 'Ba3' and its senior unsecured debt rating at 'B1' in March 2006. The ratings still hold to date with a negative outlook. CONSTELLATION COPPER: Delays Filing of Third Quarter Financials --------------------------------------------------------------- Constellation Copper Corporation would not be filing its third quarter unaudited financial statements by the required filing date under applicable Canadian securities laws. The company also provided an update in accordance with CSA Staff Notice 57-301 Failing to File Financial Statements on Time - Management Cease Trade Orders. In accordance with Appendix B of CSA Policy 57-301: 1. The company advises that, other than as disclosed in the press statement dated Dec. 19, 2007, there is no material change in the information contained in the Notice of Default dated Nov. 9, 2007, and the Default Status Reports dated Nov. 23, 2007 and Dec. 7, 2007. 2. The company expects to file its interim financial statements for its third quarter ended Sept. 30, 2007 and Management Discussion & Analysis related thereto on or before Jan. 14, 2008, as originally contemplated. 3. The company advises that there are no other financial statements that are not expected to be filed within the time period set out by the security regulatory authorities. 4. The company advises that there is no other material information concerning the affairs of the company that has not been disclosed. 5. The company intends to satisfy the provisions of CSA 57- 301 Appendix B Default Status Reports on a bi-weekly basis long as it remains in default of the financial statement filing requirement. About Constellation Copper Constellation Copper Corporation (CCU: TSX) -- http://www.constellationcopper.com/-- evaluates and develops mineral properties in the United States and Mexico. The company holds its properties primarily through three of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC, Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V. LVMC operates the Lisbon Valley copper mine, which comprises three main deposits: Sentinel, Centennial and GTO, plus the Cashin satellite deposit, with reserves and resources totalling +50 mil