/raid1/www/Hosts/bankrupt/TCR_Public/080903.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, September 3, 2008, Vol. 12, No. 210
Headlines
468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
ACCESS MEDICAL: Arbitrator Awards MDx Medial $3.6 Million
ALIMENTATION COUCHE: S&P Raises LT Corp. Credit Rating to 'BB+'
ALITALIA: Commences Insolvency Proceedings in Rome
ALITALIA SPA: Italy Amends Bankruptcy Law to Speed Up Equity Sale
ALITALIA SPA: Codacons to File Suit vs Newco
ALOHA AIRLINES: Court Urged to Defer Admin. Fee Payment Decision
AMERICAN HOME: Hearing on Disclosure Statement Set September 15
AMERICAN MEDIA: S&P Says CCC+ Rating Unaffected By Tender Offer
APOLLO CONSTRUCTION: Voluntary Chapter 11 Case Summary
ASARCO LLC: 5-Year Financial Projections Not Updated, Parent Says
ASARCO LLC: Parent Says Court Improperly Approved Break-Up Fee
ASARCO LLC: Court Denies Philippe Casgrain's $30 Million Claim
ASARCO LLC: Wants Settlement With Liberty Mutual Approved
ASSET SECURITIZATION: Fitch Confirms Low-B Ratings on Two Certs.
ATA AIRLINES: Court Sets October 2 Claims Bar Date
ATA AIRLINES: May Employ Paradigm Tax as Property Tax Consultant
ATA AIRLINES: May Employ Ryan Inc. as Special Tax Consultant
ATLANTIS PLASTICS: Future of 100+ Jobs at Texas Plant Uncertain
AUBERN DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
BAYBERRY FUNDING: Fitch Junks $240.6 Million Class Notes
BCE INC: Leveraged Buyout Cues Fitch to Place Ratings on Watch
BIRCH MOUNTAIN: TSX Reviews Listing Compliance of Shares and Notes
BRIGETT LEVY: Case Summary & 5 Largest Unsecured Creditors
CADENCE INNOVATION: Court Okays $50 Million BofA DIP Financing
CADENCE INNOVATION: Can Use Lenders' Cash Collateral
CADENCE INNOVATION: Court OKs $1MM Pre-Bankruptcy Claim Payment
CADENCE INNOVATION: Sec. 341 Creditors Meeting Set for September 8
CAPMARK VI: Fitch Cuts 'A' Rating on $350Mil. Class Notes to 'CCC'
CHRYSLER LLC: To Explore Strategic Options for Dodge Viper Biz
CMT AMERICA: Committee Taps Stevens & Lee as Co-Counsel
COBALT COMMERCIAL: Fitch Confirms Low-Rating on Six Class Certs.
CONNECTOR 2000: S&P Cuts Ratings to 'CC'; Sees Default In 2010
COUNTRYWIDE FINANCIAL: Pact With Ch. 13 Trustee Shunned by Court
COUNTRYWIDE FINANCIAL: Faces Fraud Raps from Indiana AG
CUSTOM CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
DAVID CHANEY: Voluntary Chapter 11 Case Summary
DELPHI CORP: Court OKs Add'l $4MM Defense Costs for Ex-Officers
DELPHI CORP: Court Okays $16.5MM Settlement With Furukawa
DELTA FINANCIAL: Court Extends Exclusive Periods to Sept. 15
DELTA FINANCIAL: Dockery's Bid for Fiduciary & Counsel Denied
DIANE RODENHOUSE: Case Summary & Largest Unsecured Creditor
DUKE FUNDING: Fitch Cuts Low-B Rating on $79MM Class Notes to 'C'
ENHANCED MORTGAGE: Fitch Cuts Rating on $28MM Class Notes to 'BB'
FGIC CORP: Fitch Junks $325 Million 6% Senior Notes Due 2034
FORD MOTOR: To Contribute $50 Mil. to Visteon Escrow Account
FORD MOTOR: David Mondragon Named Ford Canada President and CEO
FRONTIER AIRLINES: Billed $4.8M by Davis Polk Attorneys
FRONTIER AIRLINES: Wants to Hire Deloitte as Tax Services Provider
GENERAL MOTORS: Investing $500 Million for New Compact Car in Ohio
GENERAL MOTORS: Should Assume Delphi Pension Costs, PBGC Says
G-I HOLDINGS: To File Amended Schedules, Seek Claims Bar Date
GOODY'S FAMILY: Seeks November 21 Extension of Plan Filing Period
GREAT NORTHWEST: S&P Revises Outlook to Negative; 'BB-' Affirmed
HEARTLAND INVESTMENT: Case Summary and Three Unsecured Creditors
HEAVEN INVESTMENT: Voluntary Chapter 11 Case Summary
HINES HORTICULURE: Files Chapter 11 Plan and Disclosure Statement
IL LUGANO: Voluntary Chapter 11 Case Summary
INDEPENDENCE VII: Fitch Cuts 'BB' Rating on $347MM Notes to 'CCC'
INT'L RECTIFIER: S&P Keeps 'BB' Ratings on Watch Negative
JPMORGAN TRUST: S&P Affirms 'BB' Rating on Three Classes
JPMORGAN CMS: S&P Cuts Ratings on 3 Classes to 'CCC'
KOPPERS INC: S&P Affirms 'B+' Credit Rating; Outlook Positive
LANDSOURCE COMMUNITIES: Creditors Panel Justifies Xroads Retention
LANDSOURCE COMMUNITIES: Panel Justifies Retention of Imperial
LIBERTY HARBOUR: Moody's Gives Ba3 Rating to $17.3MM Pre-Paid Swap
LINENS N THINGS: Outlines Plan to Exit Bankruptcy Early in 2009
LINENS N THINGS: Classification and Treatment of Claims Under Plan
L&M VIDEO: Voluntary Chapter 11 Case Summary
LANDAMERICA FINANCIAL: Fitch Rates Senior Debt to 'BB+'
MANTIFF DAYTON: Case Summary & 20 Largest Unsecured Creditors
MARSHA RICHARDS: Case Summary & 11 Largest Unsecured Creditors
MAPCO EXPRESS: Moody's Cuts CFR to B3; Outlook Negative
MIDWEST AIRLINES: Expects New Seating to Generate Millions in Sale
MILLENNIUM TRANSIT: Case Summary & 20 Largest Unsecured Creditors
ML-CFC COMMERCIAL: S&P Lowers Classes P, Q Ratings to 'CCC'
MULBERRY STREET: Fitch Cuts 1 & Removes 2 Note Classes from RWN
MYSTIQUE ENERGY: June 30 Balance Sheet Upside-Down by C$1.3MM
NA FLASH: 10th Circuit Blocks Preferential Suit Against Palmetco
NAUTILUS RMBS: Fitch Cuts Ratings & Removes RWN on 7 CDO III
NAUTILUS RMBS: Fitch Downgrades 8 Classes of CDO IV; Resolves RWN
NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3
NIR DIAGNOSTICS: June 30 Balance Sheet Upside-Down by C$2.3MM
NORTHWESTERN CORP: Discloses Results of Surplus Distribution
NRG LTD: Voluntary Chapter 11 Case Summary
OWENS CORNING: Transfer of Y. Cox's Case to Michigan Approved
PCG SUMMIT LAKELINE: Files for Chapter 11 to Avoid Foreclosure
PHH MORTGAGE: Fitch Puts Privately Offered Class B-5 'B' Rating
PIERRE FOODS: Can Hire Kirkland & Ellis LLP as Bankruptcy Counsel
PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca
PRC LLC: Investor Sues Former Parent IAC for Non-Disclosure
REBECCA PARSONS: Voluntary Chapter 11 Case Summary
RONALD RAY RUMINSON: Case Summary & 14 Largest Unsecured Creditors
RYAN GOLF: Has $1.4 Mil. Bid for Real Estate & Liquor License
S & A RESTAURANT: Safeco Wants to Terminate Surety Bonds
S & A RESTAURANT: Wants to Retain NRC Realty for Asset Sales
S & A RESTAURANT: Court Approves GE Capital Sales Agreement
S & A RESTAURANT: Franchise-Based Stores Open, BFC Clarifies
SAFEWAY HOMES: Voluntary Chapter 11 Case Summary
SEAWALL FERRY: Case Summary & Largest Unsecured Creditor
SHARPS CDO: S&P Lowers Ratings on Classes A-1, A-2 to 'B'
SHERIDAN GROUP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
SILICON GRAPHICS: Amends Secured Credit Pact with Morgan Stanley
SILICON GRAPHICS: Settles Samsung Bankruptcy Appeal
SONIA LUONG: Case Summary & Eight Largest Unsecured Creditors
STATEN ISLAND UNIVERSITY: Fitch Hikes Rating to 'B+'; Outlook Pos
STEVE & BARRY'S: CNE Wants Assurance of Payment for Utility Usage
STEVE & BARRY'S: Court Orders Payment of Laird Hamilton Royalty
STEVE & BARRY'S: Wants Conway to Provide Additional Services
SUNCREST LLC: Panel, Zion Bank & WB Land Agree on Settlement
SUNSET HOMES: Case Summary & 20 Largest Unsecured Creditors
TALLULAH RIVER: Case Summary & Eight Largest Unsecured Creditors
TAMA BROADCASTING: FCC Probes Zwirn on Improper Licenses Transfer
TCGC LLC: Federal Court to Hear Portion of Hobart Dispute
TEKOIL AND GAS: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: June 30 Balance Sheet Uside-Down by $1.42BB
TRIPLE O: Voluntary Chapter 11 Case Summary
TROPICANA ENT: Salient Terms of Aztar Casino Assets Re-Marketing
TROPICANA ENT: Various Parties Respond to Casino Aztar Sale
TROPICANA ENT: Investigation Deadline Extended Until September 30
VICTORVILLE AEROSPACE: Case Summary & 17 Largest Unsec. Creditors
VISTEON CORP: Ford Motor to Contribute $50 Mil. in Escrow Account
VISTEON CORP: Closes UK Facility Sale, Continues UK Restructuring
WCI COMMUNITIES: Wants to Access $150 Mil. Wachovia DIP Facility
WCI COMMUNITIES: Wants Court's OK to Use Lenders' Cash Collateral
WESTERN NONWOVEN: Gets Go-Signal to Implement Incentive Plan
WILLMARTIN PROPERTIES: Voluntary Chapter 11 Case Summary
ZOOM AIRLINES: Goes Into Administration; Suspends Operations
* S&P Article Spotlights 5 Sectors With High Downgrade Potential
* S&P Cuts Ratings on 41 Classes from 2002 & 2004 RMBS Deals
* S&P Puts 101 Ratings on 47 CDOs of ABS Placed on Watch Negative
* S&P Cuts 110 Ratings on 24 US CDOs of ABS, 1 Synthetic CDO
* S&P Cuts 152 Ratings on 33 US CDOs of ABS; $19.258BB Affected
* S&P Cuts 222 Ratings on 29 US Subprime RMBS Transactions
* S&P Cuts 224 Ratings on 29 2006 U.S. Subprime RMBS Deals
* S&P Cuts 333 Ratings on '05, '06 Closed-End 2nd-Lien RMBS Deals
* Fox Rothschild's Chief Marketing Officer Resigns
* Upcoming Meetings, Conferences and Seminars
*********
468 ASHTON: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 468 Ashton LLC
5405 Alton Pkwy #545
Irvine, CA 92604
Bankruptcy Case No.: 08-15323
Type of Business: The Debtor rents out real properties.
Chapter 11 Petition Date: August 29, 2008
Court: Central District of California (Santa Ana)
Judge: Robert N. Kwan
Debtor's Counsel: David G. Epstein, Esq.
The David Epstein Law Firm
P.O. Box 4858
Laguna Beach, CA 92651
Tel: (949) 715-1500
Total Assets: $3,500,000
Total Liabilities: $2,549,900
A copy of the Debtor's petition, which includes a list of its 4
largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb08-15323.pdf
ACCESS MEDICAL: Arbitrator Awards MDx Medial $3.6 Million
---------------------------------------------------------
Michael Randall of the Times Herald-Record reported Friday that
an arbitrator has awarded MDx Medical Management Inc. $3.6 million
plus interest in its claim against Access Medical Group, P.C.
The amount represents unpaid fees owed to MDx between January 2004
and January 2006. According to Mr. Randall, the parties
terminated their management services agreement in February 2006.
MDx was launched by several principals at Access and was its first
and biggest client.
The arbitrator also ruled the two sides must share equally the
nearly $75,000 cost of the arbitration.
Access Medical Group, P.C. operates as a medical doctor's office
in White Plains, N.Y. The company filed for Chapter 11 protection
on Aug. 19, 2008 (Bankr. S.D.N.Y. 08-23175). Joseph M. Gitto,
Esq., at Nixon Peabody LLP, represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed assets between $1,000,000 and $10,000,000, and debts
between $1,000,000 and $10,000,000.
ALIMENTATION COUCHE: S&P Raises LT Corp. Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on Laval, Que.-based Alimentation Couche-Tard Inc.
(ACT) to 'BB+' from 'BB' while the subordinated debt rating was
raised to 'BB-' from 'B+'. The '6' recovery rating on the
subordinated debt is unchanged, indicating an expectation of
negligible (0%-10%) recovery in the event of default. The outlook
is stable.
"The upgrade reflects ACT's resilient operating performance and
credit metrics during difficult market conditions," said Standard
& Poor's credit analyst Maude Tremblay. "The ratings are supported
by the company's strong market position in the North American
convenience store segment, the solid performance of its
merchandising program, and management's proven track record of
integrating acquisitions," Ms. Tremblay added.
The ratings are constrained, however, by the company's aggressive
financial policy in respect to growth, its exposure to volatile
gasoline prices, and its participation within the highly
competitive and fragmented convenience store (c-store) industry.
ACT is the second-largest independent c-store operator in North
America with about 5,100 stores, of which 64% sell motor fuel. The
c-store industry is highly fragmented and characterized by low
barriers to entry on a regional basis, but ACT enjoys one of the
strongest positions within the industry, enhanced by the brand
equity of its banners and the quality of its real estate
portfolio. ACT's store network, which continues to expand mostly
through tuck-in acquisitions, spans all Canadian provinces and 33
U.S. states. Although motor fuel now accounts for more than 65% of
revenues, the company's in-store merchandise and services generate
almost 80% of gross profit. Rising retail gasoline prices have
accentuated this distortion in recent years.
"The stable outlook reflects the company's strong market position
in North America and our expectation that ACT's margins and credit
metrics will be only slightly affected by the continued difficult
operating environment. As well, our outlook assumes that the
company will maintain a stable capital structure despite its
external growth strategy. ACT would need to demonstrate a
commitment to an intermediate financial policy for Standard &
Poor's to upgrade it to the investment-grade category. This would
include maintaining adjusted debt to EBITDA below 3x inclusive of
acquisitions and share repurchase activity. The company is
unlikely to achieve this in the coming year as the difficult
market environment and share repurchases will most likely prevent
meaningful improvement in ACT's credit metrics. A deterioration in
operating performance or a significant debt-financed acquisition
leading to a weakening of credit metrics, including adjusted debt
to EBITDA in excess of 3.5x, could lead to a negative outlook or
downward revision of the ratings," S&P says.
ALITALIA: Commences Insolvency Proceedings in Rome
--------------------------------------------------
Alitalia S.p.A. has commenced extraordinary administration
procedure before the Tribunal of Rome, in Italy, pursuant to Law
no. 39 dated Feb. 18, 2004, modified by Decree no. 134 dated
Aug. 28 2008. Alitalia's board of directors has declared the
company insolvent.
The filing prompted Italian Prime Minister Silvio Berlusconi to
appoint Augusto Fantozzi as extraordinary commissioner for
Alitalia.
In its statement, Alitalia said it "has taken steps to file for
insolvency" in Rome.
Alitalia on Friday reported that the Group's net debt as of
July 3, 2008 amounted to EUR1.172 billion -- an increase in net
indebtedness of EUR57 million from EUR1.115 billion as of June 30,
2008.
The airline also disclosed that the net debt of the parent
company, Alitalia, as of July 31, 2008, amounted to EUR1.159
billion -- an increase in net indebtedness of EUR53 million from
EUR1.106 billion as of June 30, 2008.
The Group's cash-to-hand and short-term financial credits as of
July 31 amounted to EUR314 million with a decrease of EUR61
million -- compared to the situation on June 30, which was EUR375
million.
Alitalia said the Group's short-term financial indebtedness, as of
July 31, amounted to EUR173 million.
Simone Cantagallo, Head of Media Relations at Alitalia, said as of
July 31, there were several leasing contracts at the Group level
-- referring almost entirely to fleet aircraft mostly held by the
parent company amounting to EUR77 million -- whose capital share,
including lease closure value, amounted to EUR88 million euros --
of which EUR12 million represent the current capital share falling
due within 12 months of the reference date, with EUR9 million held
by the parent company.
Mr. Cantagallo also said existing debts to banks are almost
entirely backed up by real guarantees -- mortgages on aircraft --
or by personal guarantees -- mainly guarantees issued by banks for
export credit. The relative financing contracts contain standard
legal clauses relating to withdrawal. None of the contracts refer
to specific requirements regarding assets or economic/financial
aspects, to maintain the credit line. During July 2008,
repayments were made of medium and long-term financing amounting
to about EUR3 million, according to Mr. Cantagallo.
"Regarding debts of a financial, fiscal and social welfare nature,
there were no outstanding sums or payment irregularities on July
31, 2008, both for the parent company and for the other companies
in the Group," Mr. Cantagallo says.
About Alitalia
Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina. The Italian
government owns 49.9% of Alitalia.
Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively. Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection. The
carrier booked annual net losses of EUR520 million in 2003, EUR813
million in 2004, EUR168 million in 2005, EUR625.6 million in 2006,
and EUR494.64 million in 2007.
ALITALIA SPA: Italy Amends Bankruptcy Law to Speed Up Equity Sale
-----------------------------------------------------------------
The Italian government has amended its bankruptcy law to hasten
the sale of its 49.9% stake in Alitalia and turn around the loss-
making national carrier, various reports say.
Under Intesa Sanpaolo S.p.A.'s "Phoenix" rescue plan, Italy
government amended the Marzano Law, which was used to reorganize
Parmalat. The government tapped Intesa Sanpaolo as adviser for
the sale of its 49.9% stake in Alitalia.
The amended law will allow Alitalia to be split into two -- an
oldco and a newco, Reuters reports.
The oldco will shoulder the cost of the planned 5,000-7,000 job
cuts and take on Alitalia's EUR1.1 billion debt -- including the
recent EUR300 million loan from the government and a EUR750
million convertible bond. The government will place the oldco
under extraordinary administration and appoint an extraordinary
commissioner to oversee the sale of unprofitable assets.
The law will allow Alitalia's extraordinary commissioner to sell
its assets through private talks and without holding public
auction.
Transport Minister Altero Matteoli told Bloomberg News that Italy
may appoint Augusto Fantozzi, a former finance ministeras
commissioner.
The newco, meanwhile, will inherit Alitalia's fleet and real
estate assets as well as the remaining employees and up to EUR500
million in debt. It would receive around EUR300 million in assets
from AirOne S.p.A., which would be folded under the newco. AirOne
leads a group of 16 local investors who pledged to inject around
EUR1 billion into the newco in exchange for shares.
The investor group includes:
* IMMSI S.p.A. -- EUR150 million;
* Atlantia S.p.A. -- EUR100 million to EUR150 million;
* Intesa Sanpaolo S.p.A. -- EUR100 million; and
* Fondiaria SAI S.p.A. -- EUR30 million to EUR50 million.
Air France-KLM S.A., meanwhile, renewed interest in acquiring a
stake in Alitalia, although Italian Prime Minister Silvio
Berlusconi commented that foreign investors could only acquire a
minority stake in the national carrier, the Wall Street Journal
reports.
Mr. Matteoli was quoted by Bloomberg News as saying that the
investor group plans to sign an industrial agreement with an
international partner like Air France or Deutsche Lufthansa AG.
The amended law exempts Alitalia from anti-trust rules for six
months, allowing its merger with AirOne to push through without
problems, Reuters reports.
The revised law also binds investors from selling their shares in
Alitalia for five years.
IMMSI's Roberto Colaninno will become executive chairman of the
newco, the firm said in a statement.
About Alitalia
Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina. The Italian
government owns 49.9% of Alitalia.
Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million in
2000 and 2001 respectively. Alitalia posted EUR93 million in net
profits in 2002 after a EUR1.4 billion capital injection. The
carrier booked annual net losses of EUR520 million in 2003, EUR813
million in 2004, EUR168 million in 2005, EUR625.6 million in 2006,
and EUR494.64 million in 2007.
ALITALIA SPA: Codacons to File Suit vs Newco
--------------------------------------------
Coordinamento delle Associazioni per la Difesa dell'Ambiente
e dei Diritti degli Utenti e dei Consumatori, a consumer
protection group, will file a lawsuit against the creation of
newco from Alitalia S.p.A., Agenzia Giornalistica Italia reports.
Alitalia's rescue plan entails splitting the national carrier
into two -- an oldco -- comprised of the bulk of the company's
debt as well unprofitable assets -- and a newco -- comprised of
its core operations that would be taken over by a group of 16
Italian investors.
Codacons president Carlo Rienzi told AGI that splitting Alitalia
into two would harm shareholders, since they would "come away
empty-handed.
Mr. Rienzi added that Codacons is currently studying the lawsuit,
"which will have preventative effects, requesting that the court
blocks the constitution of the new airline."
Mr. Rienzi said the lawsuit aims to "to preserve the value of the
debentures and shares of investors," while waiting the class
action against Alitalia to commence in January 2009.
With regards to the class action, Mr. Rienzi told AGI that they
are preparing a memorandum for the criminal judge to open up a
criminal proceeding.
He added that "whether there are many or few participants,
[Codacons] will take the class action."
About Alitalia
Based in Rome, Alitalia S.p.A. -- http://www.alitalia.it/--
provides air travel services for passengers and air transport of
cargo on national, international and inter-continental routes,
including United States, Canada, Japan and Argentina. The
Italian government owns 49.9% of Alitalia.
Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively. Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, EUR625.6 million
in 2006, and EUR494.64 million in 2007.
ALOHA AIRLINES: Court Urged to Defer Admin. Fee Payment Decision
----------------------------------------------------------------
The Waterfront Group of creditors in Aloha Airlines Inc. and its
debtor-affiliates' Chapter 7 cases asks the U.S. Bankruptcy Court
for the District of Hawaii to defer until Oct. 27, 2008, its
decision on the fee applications filed by these professionals:
-- Wagner Choi & Verbrugge;
-- Dane S. Field;
-- Sheppard Mullin Richter & Hampton LLP;
-- Berger Singerman, P.A.; and
-- Char Sakamoto Ishii Lum & Ching.
Waterfront told the Court that there are other professionals in
the Debtors' cases who haven't applied for compensation. The
group suggested for the Court to continue receiving applicants'
requests until after the deadline for other creditors with
administrative claims. By that time, Waterfront said, the Court
and creditors will be fully informed of the total sums and
categories of administrative claims.
Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S. They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.
Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.
The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337). Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts. The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation. The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.
On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings. The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases. James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.
AMERICAN HOME: Hearing on Disclosure Statement Set September 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on September 15, 2008, at 10:00 a.m., to
consider the adequacy of the disclosure statement accompanying the
Chapter 11 plan of liquidation filed by American Home Mortgage
Investment Corp. and its debtor-affiliates with the Court on
August 15, 2008.
Objections to the Disclosure Statement, if any, are due
September 9.
The Plan provides for the establishment of a single liquidating
trust for the benefit of the bankruptcy estates' creditors. The
Plan Trust will succeed to all of the Debtors' assets, including
all causes of action.
The Debtors submitted a de-consolidated plan, and as a result,
recovery by creditors against different estates may vary.
Unsecured creditors will recover between 0% and 5.86% depending
on the classification of their claims and the Debtors liable to
those claims.
The Debtors have not yet conveyed a time-table for the
solicitation of votes for, and confirmation of, the Plan. The
Debtors will be allowed to begin distributing ballots to
claimants after they obtain approval of the Disclosure Statement.
About American Home
Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a
mortgage real estate investment trust engaged in the business of
investing in mortgage-backed securities and mortgage loans
resulting from the securitization of residential mortgage loans
originated and serviced by its subsidiaries.
American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054). James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors. Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent. The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel. The Creditors Committee also retained Hennigan,
Bennett & Dorman LLP, as special conflicts counsel, nunc pro tunc
to March 3, 2008. As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.
(American Home Bankruptcy News, Issue No. 43; Bankruptcy
Creditors' Service, Inc., Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
AMERICAN MEDIA: S&P Says CCC+ Rating Unaffected By Tender Offer
---------------------------------------------------------------
Standard & Poor's Ratings Services said Boca-Raton, Fla.-based
American Media Operations Inc.'s (CCC+/Negative/--) announcement
that it has commenced a tender offer for its $414.5 million 10
1/4% senior subordinated notes due 2009 and its $155.5 million 8
7/8% senior subordinated notes due 2011 at par value does not
currently affect the rating or outlook on the company.
The new debt obligations being offered in exchange are $250
million 12% senior notes due 2013, $15.9 million senior
subordinated discount notes due 2013, and $340.4 million at
maturity ($320 million in gross proceeds) 10 1/4% senior
subordinated discount notes due 2013. If more than 90% of the 10
1/4% notes due 2009 and more than 50% of the 8 7/8% due 2011 notes
accept the offer, these securities will convert to a single new
debt obligation -- a $606.3 million principal amount at maturity
($570 million in gross proceeds) debt obligation that would extend
two debt maturities. These senior subordinated discount notes
mature in 2013 and require 9% cash interest and an option to pay-
in-kind or in cash 2.5% interest.
However, it is possible that not all existing public holders will
accept the offer, in which case, any outstanding 10 1/4% notes
will still become due in May 2009. Moreover, the revolving credit
facility and term loan would be moved up to Feb. 1, 2009, from
2013 and 2012, respectively, if these notes are not paid off in
full prior to February 2009. Even if the refinancing of the 2009
notes is accomplished, the maturity of the revolving credit
facility and term loan would be revised to Oct. 15, 2010, if the
company's $155.5 million 8 7/8% senior subordinated notes due 2011
are not fully paid off prior to October 2010.
Liquidity would still be limited. As of June 30, 2008, American
Media's margin of compliance with the credit facility's senior
secured leverage covenant is thin, particularly because this
covenant steps down to 3.25x on Oct. 1, 2008, and then again on
Oct. 1, 2009, to 3x. A continued decline in EBITDA could require
an amendment over the near-term. For the first quarter ended June
30, 2008, total revenue declined 2%, while EBITDA declined 4%
because of softness in advertising revenue, particularly in its
celebrity publications and women's health and fitness segment.
APOLLO CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Apollo Construction & Engineering Services, Inc.
P.O. Box 5848
Sun City Center, FL 33571
Bankruptcy Case No.: 08-13177
Chapter 11 Petition Date: August 29, 2008
Court: Middle District of Florida (Tampa)
Judge: Michael G. Williamson
Debtor's Counsel: Elena P. Ketchum, Esq.
(eketchum.ecf@srbp.com)
Stichter, Riedel, Blain & Prosser
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
Estimated Assets: $100,000 to $500,000
Estimated Debts: $1,000,000 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors.
ASARCO LLC: 5-Year Financial Projections Not Updated, Parent Says
-----------------------------------------------------------------
ASARCO LLC, on Feb. 15, 2008, circulated to several parties-in-
interest in its Chapter 11 case a five-year business plan, which,
among other things, contemplated emergence from bankruptcy in
December 2008 and included five-year financial projections.
According to Asarco Incorporated, the 5-Year Business Plan has
not been updated since February 2008.
Five-Year Working Capital Projections
($ In millions)
2008 2009 2010 2011 2012
---- ---- ---- ---- ----
CURRENT ASSETS:
Accounts and Notes
receivable:
Third Parties (Trade) $141.70 $145.15 $147.33 $140.55 $137.55
Related Parties
(Intercompany) 36.48 18.67 5.01 5.01 5.01
Other Current Assets 22.31 20.17 13.59 12.49 12.49
------ ------ ------ ------ ------
Total accounts and
notes receivable 200.49 183.99 165.92 158.04 155.05
Inventories of principle
and secondary metals
and byproducts 235.30 238.27 227.84 215.52 219.24
Materials and Supplies 52.62 57.10 54.70 51.80 52.68
Prepaid expenses 3.20 2.47 2.47 2.47 2.47
------ ------ ------ ------ ------
Total current assets $491.61 $481.83 $450.92 $427.83 $429.44
Net change in current
assets 18.42 (9.78) (30.91) (23.10) 1.62
Net change in current
portion of long term
assets (37.43) (13.25) 0.00 0.00 0.00
------ ------ ------ ------ ------
Increase on Assets (19.02) (23.02) (30.91) (23.10) 1.62
====== ====== ====== ====== ======
CURRENT LIABILITIES:
Accounts payable:
Third Parties (Trade) $90.81 $94.78 $90.63 $85.73 $87.21
------ ------ ------ ------ ------
Total current liabilities $90.81 $94.78 $90.63 $85.73 $87.21
Increase on Liabilities 8.72 3.98 (4.15) (4.90) 1.48
------ ------ ------ ------ ------
Net Change in Working
Capital -- Use of Cash (27.73) (27.00) (26.76) (18.20) 0.13
A copy of the excerpts from 5-Year Business Plan is available for
free at http://researcharchives.com/t/s?3187
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services. Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.
When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.
The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008. The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case. AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims. AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.
Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.
(ASARCO Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ASARCO LLC: Parent Says Court Improperly Approved Break-Up Fee
--------------------------------------------------------------
Asarco Incorporated previously appealed from an order made by the
Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas, approving final bidding procedures for
the sale of substantially all of ASARCO LLC's assets to Sterlite
Industries, Ltd, for $2,600,000,000. The appeal is pending before
the U.S. District Court for the Southern District of Texas.
Asarco Inc. objected to Sterlite's bid arguing that it can top
the bid by funding a plan of reorganization for the Debtors with
$2,700,000,000 in cash or cash equivalents. Asarco Inc.'s
counsel, Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, said the aggregate value of Asarco
Inc.'s Full-Payment Plan is as much as $6,740,000,000.
Asarco Inc., which owns 100% of ASARCO LLC's equity, is an
affiliate of Mexican mining giant Grupo Mexico S.A.B., de C.V.
Sterlite is an affiliate of London-based Vedanta Resources Plc.
According to Reuters, District Judge Hayden Head repeatedly
interrupted Mr. Despins during the hearing on the bankruptcy
appeal to ask when Asarco Inc. is going to give the U.S.
Department of Justice enough money to fix the environmental
problems caused by the operations of ASARCO LLC's mines.
Asarco Inc., according to Reuters, is contending that the Southern
District of Texas Bankruptcy Court, which is overseeing ASARCO
LLC's bankruptcy case, improperly approved a break-up fee in rival
bidder Sterlite's $2,600,000,000 offer Asarco Inc. had offered
more.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services. Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.
When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.
The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008. The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case. AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims. AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.
Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.
(ASARCO Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ASARCO LLC: Court Denies Philippe Casgrain's $30 Million Claim
--------------------------------------------------------------
At the behest of ASARCO LLC and its debtor-affiliates, the U.S.
Bankruptcy Court for the Southern District of Texas denied, in its
entirety, the $30,000,000 general unsecured claim filed by
Philippe Casgrain.
The claim was filed on March 14, 2007.
As reported in the Troubled Company Reporter on June 4, 2008, Jack
L. Kinzie, Esq., at Baker Botts L.L.P, in Dallas, Texas,
told the Court that Mr. Casgrain alleges in the memorandum
attached to the Claim that "[t]his is an action requiring
defendants to account for $30,000,000 U.S. held by it in Bermuda
for the benefit of Plaintiff 2858-0702 Quebec Inc., by a company
called Geominerals and to be used to indemnify plaintiff against
asbestos' claims." Mr. Kinzie added that Mr. Casgrain also
attached a document appearing to be a foreign court pleading.
However, Mr. Kinzie said the document is in French and is
indecipherable to the Debtors on its face. Moreover, the
document is not properly authenticated in accordance with Rule
44(a)(2) of the Federal Rules of Civil Procedure.
Mr. Kinzie said the memorandum and attached document provide no
information to allow a determination of whether the Claim is
valid. He said Quebec Inc. has not filed a claim in the Debtors'
bankruptcy cases.
Moreover, Mr. Kinzie asserts that the Debtors are not liable to
the Claim in any amount. The Claim was filed on March 14, 2007,
more than seven months after the Aug. 1, 2006 Bar Date established
by the Court.
Mr. Kinzie added that no legal relationship exists between Mr.
Casgrain and the Debtors that would allow Mr. Casgrain to assert
a right to an accounting.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services. Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.
When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.
The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008. The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case. AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims. AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.
Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.
(ASARCO Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ASARCO LLC: Wants Settlement With Liberty Mutual Approved
---------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to approve a stipulation it entered into with
Liberty Mutual Fire Insurance Company for the compromise and
settlement of Liberty Mutual's $10,750,000 claim in connection
with a roof collapse at ASARCO's Hayden, Arizona smelter.
On June 17, 2006, ASARCO's smelting and converter building
located in Hayden suffered a roof collapse causing severe damage
to the building and delaying productivity at the site. The
smelter roof was insured by Liberty Mutual under policy number
MJ2-691-435135-015. Following the roof collapse, ASARCO filed a
claim with Liberty Mutual for damages, including costs and
repairs to the building’s structure and business interruption
losses. The policy deductible was $5,000,000. Unable to agree
on a damages calculation, ASARCO and Liberty Mutual management
entered into settlement negotiations.
Pending the parties' negotiation of a mutually agreeable
settlement, Liberty Mutual advanced a re-settlement payment of
$5,000,000 to ASARCO in September 2007.
Jennifer C. Stewart, Esq., at Baker Bots L.L.P., in Houston,
Texas, tells the Court that ASARCO and Liberty Mutual have
reached a settlement after two years of negotiations. Under the
settlement, the total loss attributable to the roof collapse is
determined to be $20,750,000, which includes $7,395,217 for
repairs to the roof and structure of the building and $13,355,783
for business interruption losses. Liberty Mutual's net
compensation to ASARCO will be $10,750,000 for damages incurred,
which represents the $20,750,000 Settlement less the $5,000,000
Deductible and the $5,000,000 Advancement.
Furthermore, ASARCO tells the Court that the Settlement with
Liberty Mutual is reasonable, fair and equitable. ASARCO
believes that the Settlement represents a fair and reasonable
final resolution of the amount of damage attributable to the
Smelter roof collapse.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
The Company filed for Chapter 11 protection on Aug. 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services. Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.
When the Debtor filed for protection from its creditors, it listed
$600 million in total assets and $1 billion in total debts.
The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008. The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.
Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case. AMC would provide up to
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims. AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.
Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in New York.
(ASARCO Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ASSET SECURITIZATION: Fitch Confirms Low-B Ratings on Two Certs.
----------------------------------------------------------------
Fitch affirms Asset Securitization Corp.'s (ASC) commercial
mortgage pass-through certificates, series 1997-D5:
Fitch affirms these classes:
-- $ 220.2 million class A-1D at 'AAA';
-- $ 52.6 million class A-1E at 'AAA';
-- Interest-only class PS-1 at 'AAA';
-- $ 87.7 million class A-2 at 'AAA';
-- $ 52.6 million class A-3 at 'AAA';
-- $ 26.3 million class A-4 at 'AAA';
-- $ 39.5 million class A-5 at 'AA',
-- $ 43.9 million class A-6 at 'BBB+';
-- $ 21.9 million class A-7 at 'BB+';
-- $ 39.5 million class B-1 at 'B'.
Class B-2 remains at 'CC/DR4'.
Classes A-1A, A-CS1, A-1B and A-1C have paid in full. Classes B-3
through B-7H have been reduced to zero due to realized losses.
The rating affirmations are the result of sufficient credit
enhancement in light of future uncertainty surrounding potential
interest and principal losses associated with ongoing litigation
and specially serviced assets. In total, as of the August 2008
distribution, the transaction has paid down 65% to $625.1 million
from $1.8 billion at issuance. In addition, 22 loans, 35.1% of
the pool, have defeased, including two shadow rated loans, 3 Penn
Plaza (10.3%) and Westin Casuarina (5.4%).
There are currently two loans that are in special servicing
(1.2%). The largest loan (0.7%) is collateralized by an office
property in Mobile, AL. Foreclosure has been initiated and the
property may be purchased at the foreclosure sale. Losses are
uncertain at this time. The smaller loan (0.6%) is collateralized
by a vacant retail property in Carol Stream, IL. The tenant and
borrower continue to negotiate a lease termination fee.
Foreclosure has been initiated.
Fitch is also concerned with two separate litigation cases. The
first case involves the bankruptcy proceedings of the operating
entity of the Dr.'s Hospital loan, which has been resolved from
the trust. The special servicer escrowed approximately $2.7
million from the settlement proceeds of the Dr.'s Hospital breach
of representations and warranty claim, and approximately $330
thousand remains. Future legal fees associated with this case
will not cause interest shortfalls as long as these funds remain.
In addition, there is ongoing litigation filed on behalf of the
trust by the special servicer against the loan seller for breach
of representations and warranties for seven loans that have been
liquidated from the trust, causing $27.7 million in losses. Fitch
is concerned that future legal fees associated with this
litigation as well as amounts above the $330 thousand currently
held in escrow in the bankruptcy proceeds may cause future
shortfalls to certain junior classes.
Two non defeased loans (24%), the Saul Centers pool (17.2%) and
the Swiss Bank Tower (7.1%) maintain investment grade shadow
ratings due to stable performance.
There are no upcoming maturities or anticipated repayment dates
(ARD) in 2008. Approximately 17% of the pool has an ARD in 2009,
including the Swiss Bank Tower, five defeased loans, and one loan
(0.1%) collateralized by a multifamily property in Jackson, MI.
ATA AIRLINES: Court Sets October 2 Claims Bar Date
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
sets October 2, 2008, as the deadline for creditors and
governmental units to file their proofs of claim against ATA
Airlines, Inc.
The Court gave creditors 30 days after (i) receiving a notice of
amendment of ATA Airlines' schedules of assets and liabilities;
and (ii) issuance of an order approving rejection of contracts
and leases, to file proofs of claim.
As reported in the Troubled Company Reporter on Aug. 11, 2008,
ATA Airlines, Inc., filed with the Court a status report,
providing a summary of the contact information of passengers who
purchased tickets for flights scheduled to depart after April 3,
2008, and the customers who participated in its frequent flyer
programs.
The move was in response to the Court's directive issued at a
June 27, 2008 hearing to consider approval of the proposed claims
bar dates as well as the objections raised by Nancy Gargula,
U.S. Trustee for Region 10.
About ATA Airlines
Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military. ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc. ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007. World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.
ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874). The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006. The Debtors'
emerged from bankruptcy on Feb. 28, 2006.
Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy. The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.
ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business. ATA discontinued all
operations subsequent to the bankruptcy filing. ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.
The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.
The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors. Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee. FTI Consulting, Inc., acts as the panel's
financial advisors. The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.
(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).
ATA AIRLINES: May Employ Paradigm Tax as Property Tax Consultant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted ATA Ailines Inc. permission to employ Paradigm Tax Group,
LLC as its property tax consultant.
ATA Airlines selected the firm because of its experience in
performing real and personal property tax review, and presenting
tax appeal cases to assessors and assessment boards.
As reported in the Troubled Company Reporter on July 29, 2008,
Paradigm is tasked to review ATA Airlines' tax assessment and
liabilities on real and personal properties owned and leased by
the airlines in the United States. If needed, the firm will also
negotiate with the assessors and agencies, and file appeals to
reduce the airlines' tax liabilities.
Paradigm will be paid 35% of the property tax cash savings
resulting from ATA Airlines' actual payment of a reduced
liability or receipt of a cash refund. No fee will be due
unless actual cash savings have been realized by the airlines.
Paradigm has not been paid a retainer in connection with the
proposed employment.
Richard Archer, managing consultant of Paradigm Tax, assured the
Court that his firm does not hold or represent interest adverse
to ATA Airlines and its estate, and is a "disinterested person,"
as defined in Section 101(14) of the Bankruptcy Code, and as
modified by Section 1107(b).
About ATA Airlines
Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military. ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc. ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007. World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.
ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874). The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006. The Debtors'
emerged from bankruptcy on Feb. 28, 2006.
Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy. The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.
ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business. ATA discontinued all
operations subsequent to the bankruptcy filing. ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.
The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.
The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors. Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee. FTI Consulting, Inc., acts as the panel's
financial advisors. The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.
(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).
ATA AIRLINES: May Employ Ryan Inc. as Special Tax Consultant
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted ATA Airlines Inc. authority to employ Ryan Inc., as
its special excise tax consultant.
As reported in the Troubled Company Reporter on July 29, 2008,
Terry Hall, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, said ATA selected Ryan Inc., because of its extensive
experience with federal excise fuel and general excise taxes.
The firm is also familiar with ATA Airlines' federal and state
tax situation in light of its previous employment with the
airlines, she adds.
As special excise tax consultant, Ryan Inc., will assist ATA
Airlines in minimizing its federal excise fuel taxes as well as
its general excise taxes incurred in Hawaii. The firm is tasked
to review those taxes for open statutory periods for each tax
paid through April 3, 2008, and obtain refunds from the taxing
authorities.
In case Ryan Inc., obtains any cash refunds including interest
and penalties, it will be paid 40% of the first $1,000,000, of
cash tax refunds received by ATA Airlines. The firm will also
get 35% of the cash tax refunds that exceed $1,000,000, as
actually received by the airlines from taxing authorities or
vendors.
Ryan Inc., is allowed to seek legal services in connection with
its employment, however, it will shoulder the expenses incurred
for those services. The firm has not received a retainer from
ATA Airlines.
James Kranjc, principal of Ryan Inc., assured the Court that his
firm does not have any interest adverse to ATA Airlines and its
estate, and is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code, and as modified by Section
1107(b).
About ATA Airlines
Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., is a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military. ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc. ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007. World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.
ATA Airlines and its affiliates filed for chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874). The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006. The Debtors'
emerged from bankruptcy on Feb. 28, 2006.
Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy. The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.
ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business. ATA discontinued all
operations subsequent to the bankruptcy filing. ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.
The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.
The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors. Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee. FTI Consulting, Inc., acts as the panel's
financial advisors. The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.
(ATA Airlines Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).
ATLANTIS PLASTICS: Future of 100+ Jobs at Texas Plant Uncertain
---------------------------------------------------------------
Sean Gaffney of Monitor (Tex.) reports that Atlantis Plastics Inc.
informed the Texas Workforce Commission on Aug. 19 that some 123
jobs at an Alamo plastics plant might be cut. The decision will
depend on whether Monomoy Capital Partners LP, a New York-based
private equity fund, will keep the property at 105 N. Tower Road
open.
Chuck Stinnett of Evansville Courier & Press reports that Atlantis
filed a notice under the Worker Adjustment and Retraining
Notification with the Kentucky Cabinet for Workforce Development
regarding the possible layoffs of 152 employees at its molding
plant in Henderson.
Atlantis Plastics plans to sell the Alamo molded plastic products
division to Monomoy and its Plastic Films division to AEP
Industries Inc. Atlantis Plastics plans to continue its local
operations through October, when the company expects the sale to
Monomoy would be finalized. The Debtor will fund the operations
through the sale using a $26.5 million post-bankruptcy financing
from GE Business Financial Services.
The Henderson layoffs, which might take place "on or about"
Oct. 31, will also depend on a planned sale to Monomoy.
Atlantis also filed WARN notices in Ohio, where it operates three
plants in the Elkhart area,
Atlantis Plastics acquired the Alamo plant, part of Atlantis
Plastics' molded plastic products division, when it bought out Rio
Grande Plastic Products in 2003. The division manufactures
plastics used for appliances, automobiles, agriculture, building
supplies and other industries.
The company's stock now trades over the counter after being de-
listed from the Nasdaq earlier this year.
About Atlantis Plastics
Atlanta, Georgia-based Atlantis Plastics Inc. manufactures
specialty polyethylene films and molded and extruded plastic
components used in a variety of industrial and consumer
applications.
The Debtor together with Atlantis Plastic Films, Inc., Atlantis
Films, Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics
Injection Molding, Inc., Extrusion Masters, Inc., Linear Films,
Inc., Pierce Plastics, Inc., and Rigal Plastics, Inc.
filed its Chapter 11 petition on Aug. 10, 2008 (Bankr. N.D. Ga.
Case Nos. 08-75473 through 08-75481).
David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts. They listed assets
between $100 million and $500 million, and debts between
$100 million and $500 million. The Monitor (Tex.) says the Debtor
holds $206 million in assets and $253 million debts. The Debtors
owe The Bank of New York $75 million in unsecured loan and
Equistar $1 million in unsecured trade debt.
AUBERN DEVELOPMENTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Aubern Developments, LLC
432 South Belair Rd.
Martinez, GA 30907
Bankruptcy Case No.: 08-11805
Chapter 11 Petition Date: August 28, 2008
Court: Southern District of Georgia (Augusta)
Judge: Susan D. Barrett
Debtor's Counsel: James T. Wilson, Jr., Esq.
Email: wilsonf2@bellsouth.net
945 Broad St., Ste 420
P.O. Box 2112
Augusta, GA 30903
Tel: (706) 722-4933
Fax: (706) 722-0472
Estimated Assets: $1,000,000 to $10,000,000
Estimated Debts: $1,000,000 to $10,000,000
A copy of Aubern Developments, LLC's petition is available for
free at:
http://bankrupt.com/misc/gasb08-11805.pdf
BAYBERRY FUNDING: Fitch Junks $240.6 Million Class Notes
--------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative four
classes of notes issued by Bayberry Funding, Ltd. (Bayberry). The
rating actions are effective immediately:
-- $95,365,636 class II notes downgraded to 'CC' from 'BBB';
-- $85,431,715 class III notes downgraded to 'CC' from 'BBB-';
-- $17,662,959 class IV notes downgraded to 'C' from 'BB';
-- $42,183,899 class V notes downgraded to 'C' from 'B-'.
Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities (RMBS).
Bayberry is a structured finance (SF) collateralized debt
obligation (CDO) that closed on Feb. 15, 2006 and is managed by
Rabobank International. Presently, 85.6% of the portfolio is
comprised of U.S. subprime RMBS, of which 43.1% was issued in
2005.
Since Nov. 21, 2007, approximately 59.2% of the portfolio has been
downgraded with 1.8% of the portfolio currently on Rating Watch
Negative. Additionally, 63.3% of the portfolio is now rated below
investment grade, of which 34.2% of the portfolio is rated 'CCC+'
or below.
The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fall below 100% and fail
their respective tests. As of the trustee report dated July 10,
2008, the senior OC ratio was 88.8%, relative to its trigger of
108.3%. Since March 2008, the class IV and V notes have been
paying in kind, whereby the principal balances of the notes are
written up by the amount of unpaid interest. Based on the
projected performance of the portfolio, Fitch does not expect the
class IV and V notes to receive any interest or principal proceeds
going forward.
The ratings of the class II and III notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents. The
ratings of the class IV and V notes address the ultimate receipt
of interest payments and ultimate receipt of principal as per the
transaction's governing documents.
Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.
BCE INC: Leveraged Buyout Cues Fitch to Place Ratings on Watch
--------------------------------------------------------------
Fitch's ratings on BCE Inc. remain on Watch Negative:
BCE
-- Issuer default rating (IDR) 'BB-';
-- Senior unsecured debt 'BB-'.
Bell Canada
-- IDR at 'BB-';
-- Senior unsecured debt 'BB-';
-- Subordinate debt 'B+'.
The ratings were first placed on Rating Watch Negative on July 3,
2007 when Fitch downgraded the IDR and senior unsecured debt
ratings to 'BB-' from 'BBB+' due to BCE's acceptance of a
leveraged buyout offer from an investor group including Teachers
Private Capital. All regulatory approvals required for the
proposed transaction have been received, and BCE has entered into
a final agreement with the investor group, which includes
resolving issues involved in financing the leveraged buyout.
Pending the close of the transaction, which is now anticipated on
or before Dec. 11, 2008, Fitch expects final resolution of the
Rating Watch Negative.
BIRCH MOUNTAIN: TSX Reviews Listing Compliance of Shares and Notes
---------------------------------------------------------------
Birch Mountain Resources Ltd. disclosed that the Toronto Stock
Exchange is reviewing the common shares and the 6% Convertible
Unsecured Subordinate Debentures (Symbol: BMD.DB) of the
company with respect to meeting the continued listing
requirements.
The company has been granted 90-days in which to regain compliance
with these requirements, pursuant to the Remedial Review Process.
Headquartered in Calgary, Canada, Birch Mountain Resources Ltd.
(TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates
the Muskeg Valley Quarry, an early production stage limestone
quarry that produces limestone aggregate products for sale to
customers in the Athabasca Oil Sands region of northeastern
Alberta.
The company is engaged in the regulatory approval process for the
Hammerstone Project which will expand the Muskeg Valley Quarry and
add an integrated limestone processing complex to provide
manufactured limestone-based products such as quicklime, as well
as related environmental services such as spent lime re-calcining.
Going Concern Doubt
Birch Mountain Resources Ltd. disclosed in its report on Form 6-K
which was filed with the U.S. Securities and Exchange Commission
on May 20, 2008, that the company currently has insufficient
revenue to meet its yearly operating and capital requirements.
The company has incurred operating losses since its inception in
1995, and as of March 31, 2008, has an accumulated deficit of
C$48.2 million. Losses are from costs incurred in the early
operation and development of the Muskeg Valley Quarry and the
Hammerstone Project, exploration of mineral opportunities and
mineral technology research. Future operating losses may occur as
a result of the continued operation of the Muskeg Valley Quarry
and development of the Hammerstone Project.
The company has a working capital balance at March 31, 2008, of
C$2.1 million, a decrease of approximately C$5.5 million from
Dec. 31, 2007.
The company has formally engaged RBC Capital Markets to assist in
the evaluation of strategic alternatives, which includes
discussing debt and equity strategies for its immediate and medium
term capital needs. To the extent the company raises additional
capital by issuing equity or convertible debt securities,
ownership dilution to shareholders will result.
The company believes these factors raise substantial doubt about
the company's ability to continue as a going concern.
BRIGETT LEVY: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brigett B Levy
aka Brigette Miller
789 Belvidere Ave.
Plainfield, NJ 07062
Bankruptcy Case No.: 08-25595
Chapter 11 Petition Date: August 18, 2008
Court: District of New Jersey (Newark)
Debtor's Counsel: Meaghan Tuohey-Kay, Esq.
(meaghan@2eklaw.com)
Law Office of Meaghan Tuohey-Kay
532 Lafayette Avenue
Hawthorne, NJ 07506
Tel: (973) 423-5548
Total Assets: $3,544,558
Total Liabilities: $3,628,012
A copy of the Debtor's petition, which includes a list of its 5
largest unsecured creditors is available for free at:
http://bankrupt.com/misc/njb08-25595.pdf
CADENCE INNOVATION: Court Okays $50 Million BofA DIP Financing
--------------------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, sought and obtained preliminary approval
from the the U.S. Bankruptcy Court for the District of Delaware to
avail $50,000,000, in the form of revolving loans, from Bank of
America, N.A., as agent for lenders under the DIP Credit
Agreement.
The Debtors intend to use the bankruptcy loan to pay their debt to
prepetition lenders and pay the cost of administering their
bankruptcy cases. The loan will also be used for working capital
and general corporate purposes.
In return for the financing, the Debtors will grant BofA, on
behalf of the DIP lenders, superpriority claim status. The
Debtors will also grant the DIP lenders first priority security
interests and liens on their assets and properties, including
cash, accounts receivable, inventories, equipment, real property,
and 100% of their capital stock.
The collateral does not include the capital stock and other
equity of foreign subsidiaries; that certain intercompany note
owing from Plashof Holding BV; and avoidance actions and their
proceeds.
The terms of the DIP Credit Facility are:
Borrowers: Cadence Innovation LLC and New Venture
Real Estate Holdings, LLC.
Lenders/Agents: Bank of America, N.A., and any other
financial institution that becomes a
lender pursuant to the DIP Credit
Agreement as revolving lenders; Chrysler
Motors LLC, and General Motors
Corporation as term lenders. BofA is
the agent on behalf of the revolving
and term lenders.
Commitment: $50,000,000 senior secured revolving
facility, provided that prior to the
entry of the final order as of the Friday
of any week, the amount available will
not exceed (i) $50,000,000 or (ii) the
amount set in the Budget as loan
outstanding for that Friday. The
revolving loan commitment will be reduced
to $35,000,000 on the 10th day of the
filing of the bankruptcy cases.
Availability: On the Closing Date, Lenders will make
available the lesser of $50,000,0000 and
the amount set in the Budget as loan
outstanding for that date. The Debtors
also have the option of requesting the
term loans from Chrysler and General
Motors in amounts not to exceed the
commitments of Chrysler and General Motors
in their Accommodation Agreements. Upon
entry of the final order, availability
will be determined based on a formula with
respect to accounts receivable, inventory
and machinery and equipment.
Maturity Date: The maturity date for the Revolving Loans
is December 31, 2008, and the maturity
date for the Term Loans is consistent
with the end of the liquidation periods
in the General Motors and Chrysler
Accommodation Agreements.
Security/Priority: First priority security interests on all
property and assets of the Debtors,
excluding (i) the capital stock and other
equity of foreign subsidiaries; (ii) that
certain intercompany note owing from
PlashofHolding, BV; and (iii) avoidance
actions and their proceeds. The first
priority liens and security interests are
subject only to the carve-out, and
permitted liens.
The obligations of the Debtors with
respect to the DIP Credit Agreement will
constitute allowed super-priority
administrative expenses, subject only to
the carve-out.
Carve-out: Carve-out includes (i) professional fees
and expenses incurred in the bankruptcy
case, not exceeding $2,500,000; and (ii)
unpaid fees of the Clerk of the
Bankruptcy Court and the U.S. Trustee;
and (iii) the payment of fees pursuant to
Section 1930 of the Bankruptcy Code.
Adequate
Protection: For the Existing Lenders includes
(i) replacement liens on the collateral,
subject and junior to the postpetition
liens, permitted liens and the carve-out
and (ii) allowed administrative priority
claims with priority over all
administrative expenses.
The Prepetition Agents and Prepetition
Lenders will be paid the current cash
payment of all of their fees and
expenses.
Fees: Closing fee of $500,000, an unused line
fee of 0.5%, letter of credit fee of
3.25%, and letter of credit fronting
fee of 0.25%.
Interest Rate: Base rate plus 1.50% per annum.
Events of Default: The DIP Credit Agreements provide events
of default including:
* failure to make payments when due;
* noncompliance with covenants and
breaches of representations and
warranties related to payment and
securing the collateral only;
* impairment of security interests in
collateral;
* dismissal of the case or conversion
to a chapter 7 case;
* appointment of a chapter 11 trustee
or an examiner with enlarged powers
relating to the Debtors' business
operation;
* granting of relief from the automatic
stay to permit foreclosure on
material collateral of the Debtors;
* entry of an order granting, or filing
by the Debtors of a motion granting
of, any super-priority claim which
is senior or pari passu with the
Lenders' claims under the DIP Credit
Agreement;
* filing any motion seeking an order
that permits payment of or grants
adequate protection with respect to
prepetition debt; authorizes any
financing under section 364(c) or (d)
of the Bankruptcy Code; or authorizes
any cost or expense under Section
506(c);
* filing a plan of reorganization or a
motion to sell all or substantially
all of the assets of the Debtors
that does not provide for the
payment in full of all obligations;
* cessation of liens or super-priority
claims granted with respect to the
DIP Credit Agreement to be valid,
perfected and enforceable;
* an event having a Material Adverse
Effect;
* a default occurs under any of the
Accommodation Agreements or the
Access and Security Agreements with
General Motors or Chrysler; and
* any obligation owed under any
Material OEM Contract being subject
to an offset that is inconsistent
with the terms of the Accommodation
Agreements relating to offset in
respect of Material OEM Contracts.
In addition, the DIP Agreement requires Cadence to achieve these
milestones:
-- by Oct. 31, 2008, execute a definitive asset purchase
agreement with a qualified buyer,
-- by Dec. 15, 2008, close the sale, and
-- with respect to Cadence's facilities:
Facility Milestone Timeline
-------- ------------------
Malyn Facility Sale or wind down of facility,
Malyn Rd. 4 months from Petition Date
in Fraser, Michigan
Groesbeck Facility Sale or wind down of facility,
Groesbeck Rd. 4 months from Petition Date
in Clinton Township,
Michigan
Masonic Facility Sale or wind down of facility,
Masonic Rd., in 6 months from Petition Date
Fraser, Michigan
Hartford Facility Sale or consolidation, 6 months from
W. McDonald Street, Petition Date
Hartford City,
Indiana
Hillsdale Facility Sale or wind down of facility, 6
Superior St., months from Petition Date
in Hillsdale,
Michigan
Chesterfield Facility Sale, 9 months from Petition Date
Mile Rd.,
in Chesterfield,
Michigan
Corporate H.Q. Wind down of facility, 6 months from
14 Mile Rd. Petition Date
Troy, Michigan
The Court will convene a hearing to consider final approval of
the proposed DIP financing on Sept. 18, 2008. Parties-in-
interest have until Sept. 11, 2008, to file their objections.
Court Approves Accommodation Agreements
As an important aspect of the DIP financing, the Court approved,
on a final basis, the Debtors' Accommodation Agreements with
General Motors Corporation and Chrysler Motors LLC.
The Accommodation Agreements allow General Motor and Chrysler to
pay Cadence about $1,000,000 and $1,800,000 on account of certain
commercial claims. The agreements also provide that future sales
to General Motor and Chrysler will be paid on a "net immediate"
basis for the term of the agreements.
As an inducement to the lenders under the DIP Credit Agreement to
provide Cadence with additional liquidity, General Motor and
Chrysler agreed to provide "liquidity enhancements" to the
lenders with respect to their collateral. The liquidity
enhancements include:
(i) a limitation of certain set-off rights to 5% of the face
amount of Cadence's postpetition receivables;
(ii) an agreement, upon the occurrence of certain enumerated
events, to repurchase inventory acquired by Cadence to
produce supplies for General Motor and Chrysler at 100%
of cost for raw materials and at the applicable purchase
order price for finished goods; and
(iii) an agreement to fund a last out participation in the DIP
loans to enable Cadence to fund certain tooling and
equipment required to produce parts for General Motor
and Chrysler, or other operating expenses.
In return for the liquidity enhancements, the lenders are
required to immediately eliminate the $6,000,000 block under the
Debtors' loan facility. They are also required to increase the
advance rate against the Debtors' inventory to about 70% for
General Motor and Chrysler's inventory and to 90% for their
accounts receivable. The lenders may increase the amount of the
block by an additional $2,500,000 for the carve-out.
Meanwhile, the Court only gave preliminary approval of certain
provisions of the Accommodation Agreements concerning the
Debtors' obligations to pursue a sale of their business and
assets, and back-up plans to ensure that GM and Chrysler would
have remedies in the event of the Debtors' default.
"The Accommodation Agreements are chiefly intended to facilitate
the lenders' providing additional liquidity to the Debtors and
otherwise stabilizing the Debtors' operations by providing General
Motors and Chrysler comfort that the Debtors will have sufficient
liquidity with which to continue their manufacturing operations
and thereby preserve their going concern value," Mr. Pernick said.
According to Mr. Pernick, if the Bankruptcy Court does not enter a
final order approving these agreements, General Motors and
Chrysler would not make financial accommodations available while
the lenders will not make any advances to the Debtors under the
DIP Credit Facility.
The Debtors have submitted two confidential documents in
connection with their request for approval of their DIP Credit
Facility.
About Cadence Innovation
Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler. The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.
Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
CADENCE INNOVATION: Can Use Lenders' Cash Collateral
----------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, obtained preliminary approval from the U.S.
Bankruptcy Court for the District of Delaware to use the cash
collateral securing obligations to their prepetition lenders.
The Debtors intend to use the cash collateral to pay their debts,
loans and other obligations under the DIP Credit Agreement with
Bank of America, N.A., or any other loan documents. The cash
collateral will also be used to pay for services or materials
provided to the Debtors, and for the expenses incurred after their
bankruptcy filing.
The Debtors, however, are not allowed to use the cash collateral
generated after their bankruptcy filing from the sale or
disposition of assets outside the ordinary course of their
business, or those consisting of insurance proceeds.
In return for using the cash collateral, the Debtors will grant
their Existing Lenders (i) replacement liens on the collateral,
subject and junior to the postpetition liens, permitted liens and
the carve-out and (ii) allowed administrative priority claims with
priority over all administrative expenses. The Debtors are also
required to deliver to the DIP lenders all cash collateral
regardless of the source.
The Court will convene a hearing to consider final approval of
the Debtors' use of the cash collateral on Sept. 18, 2008.
Parties-in-interest have until Sept. 11, 2008 to file their
objections.
About Cadence Innovation
Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler. The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.
Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
CADENCE INNOVATION: Court OKs $1MM Pre-Bankruptcy Claim Payment
---------------------------------------------------------------
Cadence Innovation LLC, and its affiliate, New Venture Real Estate
Holdings LLC, obtained the Court's approval to pay as much as
$1,000,000 to the pre-bankruptcy claims of critical suppliers.
The Debtors did not identify the critical suppliers but said that
they intend to make the payment (i) only in cases where
nonpayment of the claims would result in the cessation of their
suppliers' delivery of products and services and eventually in
the shutdown of their operations, or (ii) where there is no
reasonable alternative source for products or services provided
by the vendor.
Proposed counsel for the Debtors, Norman Pernick, Esq., at Cole,
Schotz, Meisel, Forman & Leonard P.A., in Wilmington, Delaware,
said the payment would result in the reduction of the suppliers'
secured claims against the Debtors.
"Some of the suppliers may be entitled to assert liens or other
possessory rights against the Debtors' property," Mr. Pernick
said. "To the extent these suppliers may have such possessory
rights, paying their claims would result in the reduction of
secured claims against the Debtors rather than the payment of
unsecured claims."
The Debtors will not make any payment unless the suppliers commit
themselves to continue providing goods and services.
In connection with the payment, the Court directed the banks to
honor and pay all checks or fund transfer requests made by the
Debtors before or after their bankruptcy filing. The banks were
also authorized to rely on the Debtors' designation of any check
or fund transfer.
About Cadence Innovation
Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler. The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.
Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
CADENCE INNOVATION: Sec. 341 Creditors Meeting Set for September 8
------------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will convene a meeting of creditors of Cadence Innovation, LLC,
and New Venture Real Estate Holdings, LLC, on Sept. 8, 2008, at
11:00 a.m., at The DoubleTree Hotel 700 King Street, in
Wilmington, Delaware.
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.
Attendance by the Debtor's creditors at the meeting is welcome,
but not required. The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.
About Cadence Innovation
Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto
parts to its customers GM and Chrysler. The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.
Cadence Innovation LLC and its subsidiary, New Venture Real Estate
Holdings LLC, filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.
CAPMARK VI: Fitch Cuts 'A' Rating on $350Mil. Class Notes to 'CCC'
------------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative five
classes of notes issued by Capmark VI Ltd. and Capmark VI Delaware
Corp. (Capmark VI). These rating actions are effective
immediately:
-- $350,038,480 revolver class to 'CCC' from 'A-' ;
-- $25,000,000 class A-1 to 'CC' from 'BBB+;
-- $52,000,000 class A-2 to 'CC' from 'BBB-';
-- $20,293,646 class B to 'C' from 'BB+';
-- $12,254,491 class C to 'C' from 'BB-'.
Fitch's rating actions reflect the credit deterioration within the
portfolio, specifically in subprime residential mortgage backed
securities (RMBS).
Capmark VI is a hybrid collateralized debt obligation (CDO) that
closed on July 24, 2006 and is managed by Capmark Investments LP
(Capmark), which has a structured finance CDO asset manager rating
of 'CAM1-' by Fitch. Presently, the portfolio is comprised of
65.8% subprime RMBS (52.7% is from the 2005-2007 vintages), 15.7%
commercial real estate loans, 7.2% CDOs, 5.4% commercial mortgage
backed securities, 3.1% real estate investment trust debt, 1.6%
Alternative-A RMBS from the 2006 vintage, and 1.2% asset backed
securities. Capmark VI will end its reinvestment period in July
2011.
Since Fitch's last review in November 2007, approximately 48.7% of
the portfolio has been downgraded and 4.5% of the portfolio is
currently on Rating Watch Negative; 59.4% of the portfolio is now
rated below investment grade, with 36.7% of the portfolio rated
'CCC+' or below. The negative credit migration experienced since
the last review has resulted in the weighted average rating factor
deteriorating to 'BB-' as of the Aug. 5, 2008 trustee report from
'BBB-/BB+' at Fitch's last review, breaching its covenant of
'BB+/BB'.
The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fall below their triggers.
As of the trustee report dated Aug. 5, 2008, the class A OC ratio
was 89.3%, the class B OC ratio was 85.3%, and the class C OC
ratio was 83.0%, falling below their triggers of 106.0%, 104.5%,
and 103.5%, respectively. On Aug. 6, 2008, Fitch received notice
that the class A OC ratio fell below 100%, which caused an Event
of Default (EOD) to occur. To date, Fitch has not received any
notices of remedies for the EOD. As a result of the A OC test
failure, interest proceeds remaining after paying class A-2
interest are being diverted to redeem the revolving class notes.
Additionally, payment of interest on the class B and C notes has
been made in kind by writing up the principal balance of the
classes by the amount of interest owed. Fitch does not expect the
class B and C notes to receive any interest or principal payments
going forward. The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.
The ratings on the revolving class, and classes A-1 and A-2 notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the maturity date. The ratings
on the class B and class C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the maturity date.
Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.
CHRYSLER LLC: To Explore Strategic Options for Dodge Viper Biz
--------------------------------------------------------------
Chrysler LLC planning to explore strategic options for the Dodge
Viper business. This strategic review comes as the company
focuses on enhancing its core business and leveraging its assets.
"We have been approached by third parties who are interested in
exploring future possibilities for Viper," said Bob Nardelli,
Chairman and Chief Executive Officer – Chrysler LLC. "As the
company evaluates strategic options to maximize core operations
and leverage its assets, we have agreed to listen to these
parties. We will do so keeping in mind the best interests of
those who have shown tremendous support for the vehicle --
including employees, suppliers, dealers and a worldwide group of
loyal Viper owners and enthusiasts. Viper is an integral part of
this company's heritage. While this is a strategic review, our
intent would be to offer strong operational and financial support
during any potential transaction, in order to ensure a future for
the Viper business and perpetuate the legacy of this great
vehicle."
This review -- unique to the Viper specialty vehicle -- comes as
the company strengthens the Dodge brand's core portfolio with four
all-new Dodge-branded offerings introduced for 2009 -- Dodge
Journey, Dodge Challenger, Dodge Durango Hybrid and Dodge Ram --
and prepares to bring even more exciting vehicles to its customers
in the near future.
The Viper is hand-built in a low-volume, modular process at the
Conner Avenue Assembly Plant in Detroit, which operates largely
independent of Chrysler's other production facilities. The
vehicle was introduced as a concept vehicle at the 1989 Detroit
auto show. It was first available as a production vehicle in the
1992 model year.
With the announcement, the company emphasizes that it has not set
a definitive timetable for completion of the review of its
strategic options, no final decision has been made with regard to
the Viper business, and there can be no assurance that any
transaction will take place as a result of this process. Chrysler
has retained Lazard as its financial advisor in connection with
this review.
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 Aug. 11, 2008,
Standard & Poor's Ratings Services said lowered its ratings on
Chrysler LLC, including the corporate credit rating, to 'CCC+'
from 'B-'.
On July 31, 2008, TCR said that Fitch Ratings has downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'. The
Rating Outlook is Negative. The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes. Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives. Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.
CMT AMERICA: Committee Taps Stevens & Lee as Co-Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of CMT America Corp.
asks the United States Bankruptcy Court for the District of
Delaware for permission to employ Stevens & Lee, P.C., as its co-
counsel.
The firm will:
a) advise the Committee and represent it with respect to
proposals and pleadings submitted by the Debtor or others to
the Court;
b) represent the Committee with respect to any plans of
reorganization or disposition of assets proposed in this
case;
c) attend hearings, draft and review pleadings and generally
advocating positions which further the interests of the
creditors represented by the Committee;
d) assist in the examination of the Debtor's affairs and a
review of its operations;
e) advise the Committee as to the progress of the Chapter 11
case; and
f) perform other professional services in the best interest
of
those represented by the Committee, including without
limitation those delineated in Section 1103(c) of the
Bankruptcy Code.
The firm's professionals and their compensation rates are:
Professional Designation Hourly Rate
------------ ----------- -----------
Joseph H. Huston, Jr., Esq. shareholder $490
Joseph Grey, Esq. shareholder $430
Paralegals $105-$175
Joseph H. Huston, Jr., Esq., a shareholder of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtor's estate and it creditors, and is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.
Mr. Huston can be reached at:
Joseph H. Huston, Jr., Esq.
Stevens & Lee, P.C.
1105 North Market Street, 7th Floor
Wilmington, Delaware 19801
http://www.stevenslee.com/
Headquartered in Farmington, Connecticut, CMT America Corp., aka
Fairvane Corp., is a 70-store women's clothing retailer. The
company filed for chapter 11 protection on July 13, 2008 (Bankr.
D. Del. Case No.08-11434). Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP, represents the Debtor in its
restructuring efforts. The Debtor selected Administar Services
Group LL as its claims agent. The U.S. Trustee for Region 2 has
appointed five creditors to serve on Official Committee of
Unsecured Creditors. The Debtor's summary of schedules posted
total assets of $9,651,473 and total debts of $20,352,990.
COBALT COMMERCIAL: Fitch Confirms Low-Rating on Six Class Certs.
----------------------------------------------------------------
Fitch affirms Cobalt CMBS Commercial Mortgage Trust 2007-C3
commercial mortgage pass-through certificates:
-- $ 12.2 million class A-1 at 'AAA';
-- $ 107.7 million class A-2 at 'AAA';
-- $ 93.9 million class A-3 at 'AAA';
-- $ 45.5 million class A-PB at 'AAA';
-- $ 783.0 million class A-4 at 'AAA';
-- $ 367.6 million class A-1A at 'AAA';
-- $ 201.7 million class A-M at 'AAA';
-- $ 153.8 million class A-J at 'AAA';
-- Interest only class IO at 'AAA';
-- $ 40.3 million class B at 'AA';
-- $ 20.2 million class C at 'AA-';
-- $ 25.2 million class D at 'A';
-- $ 20.2 million class E at 'A-';
-- $ 25.2 million class F at 'BBB+'
-- $ 22.7 million class G at 'BBB';
-- $ 25.2 million class H at 'BBB-';
-- $ 7.6 million class J at 'BB+';
-- $ 5.0 million class K at 'BB';
-- $ 10.1 million class L at 'BB-';
-- $ 5.0 million class M at 'B+';
-- $ 2.5 million class N at 'B';
-- $ 5.0 million class O at 'B-'.
Fitch does not rate class P.
The affirmations are the result of stable performance and limited
pay down since issuance. As of the August 2008 distribution date,
the transaction has paid down 0.1% to $2.015 billion. The
collateral consists of 124 loans on multifamily and commercial
real estate properties in 35 states. There have been no delinquent
or specially serviced loans since issuance.
There are two Fitch shadow rated loans in the transaction. The
largest shadow rated loan is the Tradewinds Hospitality Portfolio
(2.5%) which is collateralized by a portfolio of three hotel
properties (796 rooms) located in St. Petersburg, FL. The second
shadow rated loan, the Dalhmann Campus Inn (0.1%), is secured by a
74-room limited-service hotel property in Madison, WI. Due to
their stable performance, the loans maintain investment grade
shadow ratings.
The largest loan (7.2%) is secured by a 354,594 square foot (sf)
office property located in Boston, MA. At issuance, this property
was 100% occupied.
Fitch has identified seven loans (3.7%) as Fitch Loans of Concern.
These include loans with debt service coverage ratios (DSCR) below
1.0 times (x) and loans with occupancy or other performance
issues. Fitch will continue to monitor these loans.
Loan maturities are concentrated in the year 2012 and 2017, when
10.8% and 84.4% of the pool, respectively, are scheduled to
mature.
CONNECTOR 2000: S&P Cuts Ratings to 'CC'; Sees Default In 2010
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CC' from 'CCC' the
ratings on Connector 2000 Association Inc. of Greenville, S.C. The
outlook is negative.
"The downgrade and negative outlook reflect our view that, absent
a debt restructuring, payment default is expected to occur on the
Jan. 1, 2010, payment date," said Standard & Poor's credit analyst
Laura Macdonald.
The association has outstanding $64.3 million of series 1998A
senior current interest toll road revenue bonds and $153.3 million
of series 1998B senior capital appreciation toll road revenue
bonds outstanding. Standard & Poor's does not rate the $85.5
million of series 1998C subordinate capital appreciation toll road
revenue bonds that also financed the project.
The lowered ratings reflect the continued failure of traffic and
revenues to reach projected levels and the tapping of the reserve
account for debt service payments since fiscal 2003. Toll rates
rose on Jan. 3, 2005, resulting in an increase in toll revenues of
24.5% from the prior fiscal year and a further increase of 9% in
2006. Toll revenues rose 7% in 2007, but were 1.8% lower than last
year for the six months ended June 30, 2008, due to the weakening
economy.
There is continued uncertainty regarding the project's long-term
ability to pay timely principal and interest under the current
back-ended amortization schedule. Current estimates provided by
the association assume that the senior debt service reserve fund
will be exhausted in 2009, absent a restructuring, and a payment
default could occur in 2010.
Opened in March 2001, the Southern Connector is a 16-mile, four-
lane start-up toll road extending from the intersection of I-
85/185 to the intersection of I-385 in Greenville. The toll road
provides the major east-west traffic flow in the southern part of
Greenville. The association is a nonprofit corporation that was
formed in 1996 to construct and operate the Southern Connector.
COUNTRYWIDE FINANCIAL: Pact With Ch. 13 Trustee Shunned by Court
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
rejected a deal between Countrywide Financial Corp. and a Chapter
13 Trustee in Pittsburgh, Bankruptcy Law 360 reports.
As reported in the Troubled Company Reporter on Aug. 12, 2008, the
U.S. Justice Department believes Countrywide's settlement
agreement with Ronda Winnecour, a court official who monitors
consumer bankruptcies, "may impede, impair or otherwise
chill witness testimony in the U.S. Trustee's ongoing
investigation of Countrywide."
Under the settlement, certain nondisparagement clauses:
-- bind Ms. Winnecour to a promise not to "in any manner,
whether directly or indirectly, disparage" Countrywide; and
-- require Ms. Winnecour to ensure that her employees do not
criticize Countrywide.
Ms. Winnecour took on Countrywide in nearly 300 Pittsburgh
consumer-bankruptcy cases, accusing the company of mishandling
payments her office sent to satisfy mortgage debt. No complaint
was filed but Ms. Winnecour began with motions for sanctions
against Countrywide in a series of individual cases, which were
then consolidated into a single "miscellaneous proceeding".
Ms. Winnecour takes in payments from consumers trying to save
their homes in bankruptcy and forwards the money to mortgage
companies. She has alleged that:
1. Countrywide lost, destroyed or misplaced $515,000 in
checks; and
2. after losing or destroying checks, Countrywide may have
added improper charges to the mortgage debt owed by
consumers in hundreds of cases.
In answer to widespread criticism of its practices, Countrywide
admitted to some errors but said its systems are essentially
sound.
Bank of America Corp., the new parent company of Countrywide, said
nondisparagement clauses are standard in settlement agreements.
Pursuant to that particular settlement, Ms. Winnecour agreed to
settle with the mortgage company for $325,000.
In a letter to the Court, the Justice Department said the deal
poses a threat to its continued attempt to rein in Countrywide's
allegedly abusive tactics with consumers and with the courts.
Ms. Winnecour said she, personally, would see none of the
settlement money, and that it will cover expenses her office
incurred dealing with the Countrywide litigation.
Countrywide is also the subject of an investigation by the Federal
Bureau of Investigation as part of the agency's probe into the
financial-services industry in the wake of the mortgage meltdown.
About Bank of America
Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding
company. Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank. In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company. In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc. In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.
About Countrywide Financial
Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500. Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.
As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008. The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40% since the
time it agreed to buy the ailing lender.
As part of the purchase, BofA will also slash around 7,500 jobs.
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter. Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.
BofA will continue to monitor market conditions and make
adjustments as appropriate.
According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners. The acquisition will also result in cost
savings. Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.
COUNTRYWIDE FINANCIAL: Faces Fraud Raps from Indiana AG
-------------------------------------------------------
Bankruptcy Law360 reports that Indiana Attorney General Steve
Carter filed a lawsuit in Steuben County Circuit Court against
Countrywide Financial Corp. and its mortgage unit, Countrywide
Home Loans Inc., for allegedly misleading homeowners into buying
risky mortgages they could not afford.
Mr. Carter said in his complaint that Countrywide Financial
deceived borrowers about loan terms, including prepayment
penalties on adjustable-rate mortgages that let borrowers pay less
than the principal due, Jonathan Stempel at Reuters relates.
According to the complaint, Countrywide Financial inflated
borrower incomes so that it could offer more loans.
Reuters notes that the state of Indiana is asking the Court that
Countrywide Financial:
-- compensate the borrowers,
-- cancel prepayment penalties and portions of
loans
caused by deceptive practices, and
-- be fined up to $15,500 for evey violation.
Indiana is the sixth state to file a lawsuit against Countrywide
Financial over its business practices, along with California,
Connecticut, Florida, Illinois, and West Virginia, Reuters
relates. The report adds that the Washington state threatened to
cancel Countrywide Financial's lending license.
According to a U.S. SEC filing by Countrywide Financial, the
Federal Trade Commission is also investigating the firm's loan-
servicing activities. The filing states that the FTC has asked
the firm for documents in connection with its lending practices.
About Countrywide Financial
Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a
diversified financial services provider and a member of the S&P
500, Forbes 2000 and Fortune 500. Through its family of
companies, Countrywide originates, purchases, securitizes, sells,
and services residential and commercial loans; provides loan
closing services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.
As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide for $2.5 billion on July 1,
2008. The mortgage lender was originally priced at $4 billion,
but the purchase price eventually was whittled down to $2.5
billion based on BofA's stock prices that fell over 40 percent
since the time it agreed to buy the ailing lender.
As part of the purchase, BofA will also slash around 7,500 jobs.
As reported in the Troubled Company Reporter on June 27, 2008, the
reductions will take place throughout the country within the next
two years, and will begin notifying affected associates in the
third quarter. Most of the reductions will occur in instances
where the two companies have significant overlap in staff support.
BofA will continue to monitor market conditions and make
adjustments as appropriate.
According to Reuters, BofA will modify around $40 billion of its
inherited troubled loans over the next two years to save
distressed homeowners. The acquisition will also result in cost
savings. Reuters notes that BofA stopped originating sub-prime
mortgages in 2001 and said it will not do so again.
CUSTOM CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Custom Contractors and Associates, Inc.
432 South Belair Rd.
Martinez, GA 30907
Bankruptcy Case No.: 08-11806
Chapter 11 Petition Date: August 28, 2008
Court: Southern District of Georgia (Augusta)
Judge: Susan D. Barrett
Debtor's Counsel: James T. Wilson, Jr., Esq.
945 Broad St., Ste. 420
P.O. Box 2112
Augusta, GA 30903
Tel: (706) 722-4933
Fax: (706) 722-0472
Email: wilsonf2@bellsouth.net
Estimated Assets: $10,000,000 to $50,000,000
Estimated Debts: $10,000,000 to $50,000,000
Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wachovia Bank value of security: $40,600
$2,806,165
Republic Bank of Georgia value of security: $451,120
1400 Northbrook Pkwy. $1,400,000
Suwanee, GA 30024
Security Federal value of security: $230,215
P.O. Box 810 $700,000
Aiken, SC 29802
Hardy Plumbing $50,052
Atlantic Supply $47,386
Maner Buildes Supply Co. $38,528
United Rentals $31,784
La Farge $30,855
Augusta Ready Mix $25,450
Columbia County Tax $24,999
Commissioner
Prosource $22,537
Southern Builders Supply $17,101
Co.
Sears $16,156
Dirt Works $15,980
Sherwin Williams $13,893
Hope Lumber $13,564
DAVID CHANEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: David D. Chaney
aka David Van Chaney
2450 Valentine Street
Los Angeles, CA 90026
Bankruptcy Case No.: 08-23819
Chapter 11 Petition Date: Aug. 28, 2008
Court: Central District of California (Los Angeles)
Judge: Victoria S. Kaufman
Debtor's Counsel: David B. Golubchik, Esq.
(dbg@lnbrb.com)
Levene Neale Bender Rankin & Brill LLP
10250 Constellation Blvd Ste 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:
http://bankrupt.com/misc/CAcb08-23819.pdf
DELPHI CORP: Court OKs Add'l $4MM Defense Costs for Ex-Officers
---------------------------------------------------------------
On Aug. 31, 2007, Delphi Corp., Delphi Trust I, Delphi Trust
II, certain former Delphi officers and employees, and certain of
the Debtors' insurance companies entered into a Stipulation and
Agreement of Insurance Settlement, which provided for the creation
of a fund for the defense costs of the former Delphi officers and
employees, administered by Delphi former Officers and employees
as escrow agent.
Pursuant to the Court-approved stipulation, the escrow agent was
authorized to disburse up to $1,000,000 to the Former Delphi
Officers and Employees to be used solely for defense costs in
connection with the lawsuit In re: Delphi Corporation Securities,
Derivative and "ERISA" Litigation, 05-md-1725 (E.D. Mich.).
Still, several of the former officers and employees continue to
incur defense costs that require reimbursement.
In this regard, the parties again stipulated that the Escrow Agent
be authorized to disburse up to $5,000,000, inclusive of the sums
already disbursed, to the Delphi former officers and employees to
be used solely for defense costs.
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation.
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology. The company's
technology and products are present in more than 75 million
vehicles on the road worldwide. Delphi has regional
headquarters in Japan, Brazil and France.
The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.
The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007. The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008. The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.
(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)
DELPHI CORP: Court Okays $16.5MM Settlement With Furukawa
---------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York approved
Delphi Corporation's $16.5 million settlement with Furukawa
Electric Co. Ltd.
The settlement resolves a dispute between Delphi and Furukawa
Electric over a sales contract for torque and position sensors,
Bankruptcy Law360 relates.
As reported in the Troubled Company Reporter-Asia on May 22, 2007,
Furukawa Electric previously manufactured a power steering sensor,
called the Epsilon sensor for Delphi. In April 2004, Delphi
terminated the Epsilon Sensor contracts, alleging that Furukawa
breached certain product warranties. In October 2004, Delphi
filed a lawsuit against Furukawa in the U.S. Circuit Court for the
County of Saginaw, Michigan, asserting, among others, Epsilon
Sensor-related claims and US$25,000,000 in damages.
About Delphi Corporation
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology. The company's
technology and products are present in more than 75 million
vehicles on the road worldwide. Delphi has regional
headquarters in Japan, Brazil and France.
The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000 in
total assets and $23,742,000,000 in total debts.
The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007. The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008. The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.
DELTA FINANCIAL: Court Extends Exclusive Periods to Sept. 15
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended the exclusive period of Delta Financial Corp. and its
debtor-affiliates to file a plan of reorganization or liquidation
through September 15, 2008; and exclusive period for soliciting
plan acceptances through November 17, 2008.
AG Delta Holdings, LLC, tried to block the extension. Christopher
P. Simon, Esq., at Cross & Simon, LLC, in Wilmington, Delaware,
argued that the Debtors' cases are neither large nor particularly
complex. He said claimants have filed only 407 claims totaling
$500,000,000 and the Debtors need to engage with only a limited
number of stakeholders to negotiate a plan of reorganization.
Mr. Simon also asserted that the Debtors are not operating or
seeking to reorganize their businesses. Rather, he says, the
Debtors are conducting a simple-staged liquidation.
The Debtors have not made significant progress towards a plan of
reorganization, Mr. Simon further argued. He said the Debtors
and the Creditors Committee have not developed the parameters of
an inter-company settlement. There is no evidence that the
Debtors will successfully formulate a plan of reorganization, he
adds.
The Debtors asked the Court to overrule the objection because
their cases are complex and they have been diligent in
administering their Chapter 11 Cases and preparing a joint Chapter
11 plan.
David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, maintained that extending their exclusive periods to
file a plan and solicit acceptances of that plan will not harm
the creditors because it will permit the Debtors to finalize a
joint plan of liquidation with the Official Committee of
Unsecured Creditors.
Mr. Stratton related that the Debtors are specialty consumer
finance companies that historically originated, securitized and
sold mortgage loans and operated in 35 states, maintained over 10
office locations and employed over 1,300 people nationwide.
Since 1991, the Debtors completed 53 asset-backed securitizations
collateralized by approximately $20,700,000,000 in mortgage
loans. Moreover, he says, loan originations for the nine months
ended September 30, 2007 comprised approximately $1,800,000,000
and $1,600,000,000 of retail loans.
In only three and a half months, the Debtors shut down every one
of their 10+ office locations, including their Woodbury
headquarters, and reduced their workforce to a handful of
employees, Mr. Stratton further related.
According to Mr. Stratton, the Debtors are evaluating claims
amounting to $520,000,000 related to an array of purported
liabilities, including defaults under repurchase agreements,
violation of federal employment laws, insurance and medical
benefits, complex commercial litigation, trade claims, and lease
rejection damages.
In the first few months of these cases, the Debtors focused their
efforts on winding down their businesses, rejecting leases and
executory contracts, minimizing claims against the estates, and
marketing and selling their assets, Mr. Stratton told the Court.
The efforts proved extraordinarily successful, he said.
Moreover, Mr. Stratton added, the Debtors and the Committee
continue to engage creditors in discussions to resolve and reduce
the amounts of the remaining claims. In the coming weeks, the
Debtors and the Committee intend to continue refining the
universe of filed claims and developing a better estimate of the
claims that will ultimately be deemed allowed, he told the Court.
The Debtors and the Committee recently agreed upon the parameters
of an inter-company settlement that will be beneficial to the
interests of the Debtors' creditors and the Debtors' estates,
thus resolving a significant issue between the Debtors and the
Committee, Mr. Stratton said.
Mr. Stratton said the Debtors will shortly be asking the Court to
approve a settlement procedure that will to streamline the
Debtors' claim reconciliation efforts and minimize the estates'
administrative costs.
Committee Backs Debtors
The Official Committee of Unsecured Creditors supported the the
Debtors' request.
Richard S. Cobb, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, told the Court that the Debtors and the Committee set
the requested extension period until September 19, 2008, to have
the exclusive right to file a plan of liquidation to give them
sufficient time to finalize and file a consensual plan.
Mr. Cobb related that the Debtors and the Committee have been
working closely together over the past several weeks to formulate
and propose a consensual plan of liquidation. He noted that
while the Debtors' cases liquidating cases and the Committee
anticipates that the plan will be relatively straight-forward,
the parties need to investigate and analyze a number of critical
factual issues before the Committee can endorse a consensual
plan.
The issues include (i) whether the estates are appropriate
candidates for substantive consolidation, (ii) which Debtors'
estates own which assets and whether any other estates have a
legitimate claim to ownership of all or a portion of the assets,
(iii) whether intercompany claims should be treated either as
debt, capital contributions or return of capital contributions,
and (iv) how to address, in the most cost-efficient and equitable
manner possible, the significant unliquidated claims filed by
securitization trustees and whole loan purchasers asserting early
payment defaults and breach of representation and warranty
claims.
The Committee believes that it would be inefficient and
potentially costly to the estates to allow at this stage any
party to file a plan because the parties do not have the benefit
of the investigation and analysis conducted by the Debtors' and
the Committee professionals. The more preferable course is to
allow the Debtors and the Committee additional time to complete
the process of formulating a plan and then seeking its approval
by creditors, Mr. Cobb told the Court.
The Court will consider AG Delta's objection and the responses of
the Debtors and the Committee at a later date.
Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.
The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880). On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).
The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel. The
Debtors hired AlixPartners LLP as their claims agent. The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.
The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities. The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.
DELTA FINANCIAL: Dockery's Bid for Fiduciary & Counsel Denied
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
denied Jasper Dockery's request to reconsider the appointment of a
counsel and fiduciary or in the alternative an attorney that
charges fees depending on his and other creditors' ability to pay.
The Debtors asked the Court to deny Jasper Dockery's motion for
the Court to reconsider appointing a counsel and fiduciary or in
the alternative an attorney that charges fees depending on his
and other creditors' ability to pay.
David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, told the Court the motion to reconsider was filed seven
days after the deadline to do so established by the Bankruptcy
Rules. He added that Mr. Dockery failed to establish grounds for
reconsideration. Aside from being nearly incomprehensible in its
allegations, the Motion to Reconsider does not allege any
intervening change in controlling law, newly discovered evidence;
and legal or factual error resulting in obvious injustice, he
noted.
According to Mr. Stratton, the Motion to Reconsider appears to
request various types of miscellaneous and unrelated relief from
the Court, all of which should be denied. These include relief
from the automatic stay, an order compelling payment of adequate
protection; appointment of a special secured creditors committee;
and appointment of a public interest law firm.
There is no evidence establishing that Mr. Dockery has a valid
claim against the Debtors, much less a secured claim,
Mr. Stratton further noted.
The Official Committee of Unsecured Creditors supported the
Debtors in their objection.
Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.
The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880). On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).
The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel. The
Debtors hired AlixPartners LLP as their claims agent. The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.
The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities. The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.
DIANE RODENHOUSE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Lead Debtor: Diane Rodenhouse Properties, LLC
3949 Remembrance Road NW
Grand Rapids, MI 49534
Bankruptcy Case No.: 08-076578
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No.
------ --------
Diane Kay DeVries 08-07679
fka
Diane k. Rodenhouse
aka
Diane K. DeVries-Rodenhouse
1718 Waukazoo Drive
Holland, MI 49424
Chapter 11 Petition Date: August 29, 2008
Court: Western District of Michigan (Grand Rapids)
Judge: Scott W. Dales
Debtors' Counsel: Martin L. Rogalski, Esq.
Martin L Rogalski PC
1881 Georgetown Center
Jenison, MI 49428
Tel: (616) 457-4410
Email: court@mrogalski.com
Estimated Assets: $500,000 to $1,000,000
Estimated Debts: $1,000,000 to $10,000,000
A copy of Diane Rodenhouse Properties, LLC's petition is available
for free at:
http://bankrupt.com/misc/miwb08-07658.pdf
A copy of Diane Kay DeVries' petition is available for free at:
http://bankrupt.com/misc/miwb08-07659.pdf
DUKE FUNDING: Fitch Cuts Low-B Rating on $79MM Class Notes to 'C'
-----------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative six
classes of notes issued by Duke Funding VIII, Ltd. (Duke VIII).
These rating actions are effective immediately:
-- $630,930,062 class A1S notes to 'BB' from 'A+';
-- $127,600,000 class A1J notes to 'B' from 'A-';
-- $58,000,000 class A2 notes to 'CCC' from 'BBB+';
-- $8,122,800 class A3F notes to 'C' from 'BB-';
-- $79,864,260 class A3V notes to 'C' from 'BB-';
-- $27,548,650 class B notes to 'C' from 'CCC'.
Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage-backed securities (RMBS) and Alternative-A
(Alt-A) RMBS.
Duke VIII is a cash flow structured finance (SF) collateralized
debt obligation (CDO) that closed on April 5, 2005 and is managed
by Duke Funding Management, LLC, a wholly owned subsidiary of
Ellington Management Group, LLC. Presently 56.5% of the portfolio
is comprised of U.S. subprime RMBS, with 30.8% from the 2005
through 2007 vintages, and 28.6% consists of Alt-A RMBS, with
14.2% from the 2005 through 2007 vintages.
Since November 21, 2007, approximately 49.8% of the portfolio has
been downgraded with 9.0% of the portfolio currently on Rating
Watch Negative. 51.6% of the portfolio is now rated below
investment grade, of which 20.6% of the portfolio is rated 'CCC+'
or below.
The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fail their respective
triggers. According to the trustee report dated June 30, 2008,
the class A2, A3, and B OC ratios are 103.4%, 94.0% and 91.5%,
respectively, relative to their triggers of 109.0%, 103.5% and
102.0%, respectively. The class B notes have been paying in kind
(PIKing), whereby the principal balance of the notes is written up
by the amount of missed interest, since April 2008, due to the
class A3 OC ratio falling below its trigger. The class A3F and
A3V notes began PIKing in July 2008 because the class A2 OC ratio
dropped below its trigger. Based on the projected performance of
the portfolio, Fitch does not expect the class A3F, A3V and B
notes to receive any interest or principal proceeds going forward.
The ratings on the class A1S, A1J, and A2 notes address the timely
receipt of scheduled interest payments and the ultimate receipt of
principal as per the transaction's governing documents. The
ratings on the class A3F, A3V and B notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.
Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.
ENHANCED MORTGAGE: Fitch Cuts Rating on $28MM Class Notes to 'BB'
-----------------------------------------------------------------
Fitch Ratings downgraded three classes of notes issued by Enhanced
Mortgage Backed Securities Fund I, Limited (EMBS I) as follows:
--$42,500,000 class A to 'BBB' from 'AAA';
--$28,500,000 class B-1 to 'BB' from 'A';
--$14,000,000 class B-2 to 'B' from 'BBB'.
The ratings for each of the class A, B-1, and B-2 notes reflect
the likelihood that investors will receive periodic interest
payments through the redemption date as well as their respective
stated principal balances at maturity.
EMBS I is a mortgage market value collateralized debt obligation
(CDO), backed by fixed-, floating-, and adjustable-rate mortgage-
backed securities, collateralized mortgage obligations, asset-
backed securities, U.S. government obligations, corporate
securities, and cash/cash equivalents.
Although the net asset value level in this program is currently
above par, it has experienced a material decline over the last 6
months, as a result of current market conditions. Given that the
majority of the underlying collateral matures after the maturity
date of the transaction, EMBS I will liquidate a significant
amount of collateral at the time of the transaction's maturity in
November 2009. Lower asset prices and poor liquidity could
adversely affect the likelihood of repayment of rated notes.
In addition to overall price declines, Fitch now views the
collateral in the program as having greater price volatility,
potential for credit migration, and as less liquid in the current
market. These factors have made the subordination in the program
inconsistent with higher rating levels. Fitch has recently
published revised criteria for market value structures. This
updated criteria reflects the agency's revised views on asset
liquidity, price volatility, and overall market risk.
FGIC CORP: Fitch Junks $325 Million 6% Senior Notes Due 2034
------------------------------------------------------------
FGIC Corporation said a definitive agreement to cede the bulk of
its U.S. public finance portfolio to MBIA Insurance Corp (MBIA,
not rated by Fitch), as well as a settlement on a structured
finance collateralized debt obligation (SF CDO) in which
substantial losses were anticipated by Fitch. Offsetting these
positive developments were significant increases in loss reserves
on its RMBS exposures as well as the potential for future adverse
loss development in the SF CDO portfolio.
Fitch currently rates FGIC Corp. and its financial guaranty
insurance subsidiaries:
FGIC
FGIC UK Ltd.
-- Insurer financial strength (IFS)'CCC';
-- Rating Watch Evolving.
FGIC Corp.
-- Long-term Issuer 'CCC-';
-- $325 million 6% senior notes due Jan. 15, 2034 'CCC-';
-- Rating Watch Negative.
FGIC Corp. announced it expects to cede $184 billion of its
approximately $200 billion of U.S. public finance exposure to
MBIA. The transaction is in the form of a cut-through reinsurance
agreement that Fitch believes will provide the underlying
policyholders of the covered portfolio a level of protection that
is pari passu with other MBIA policyholders. While Fitch does not
rate MBIA, the reinsurance agreement affords policyholders on the
transferred risks significantly higher credit protection than that
afforded by FGIC at its present 'CCC' IFS rating level. On June
26, 2008, Fitch withdrew its ratings on MBIA at the then current
level of 'AA.'
The ceding transaction will require that FGIC pay MBIA the cash
associated with the $937 million unearned premium reserve on the
covered portfolio. That said, Fitch notes the transaction will
allow FGIC to add $550 million to its statutory policyholder
surplus due primarily to the $197 million cede commission it will
receive from MBIA, and the reversal of $349 million of contingency
reserves on the ceded business. The transaction is expected to
close in late September 2008, pending among other conditions,
approval of the New York State Insurance Department. The
agreement also contains 'Standstill' language permitting FGIC to
engage in discussions with other counterparties that could
ultimately result in an Alternative Proposal. The Alternative
Proposal could replace the present agreement with MBIA if the
board of directors of FGIC concludes the Alternative Proposal is
more favorable to policyholders of FGIC.
The company also announced a commutation and settlement of an SF
CDO that in Fitch's view is materially positive for FGIC's capital
position. Effective Aug. 25, 2008, FGIC and its wholly owned
subsidiary FGIC UK Ltd. have completed an agreement with Calyon, a
French bank, regarding a financial guaranty insurance policy of up
to $1.875 billion issued by FGIC U.K. Ltd. to Havenrock II
Limited. Under the agreement, Calyon agrees not to pursue
monetary claims in connection with Havenrock II in exchange for a
$200 million payment from FGIC UK Ltd. This settlement will allow
FGIC to release statutory reserves of about $590 million in
connection with this transaction and will also materially reduce
the $3.1 to $4.2 billion of expected losses Fitch has allocated to
SF CDOs in FGIC's capital adequacy modeling.
Standalone, these announcements are significant credit positives
for the company and Fitch expects their combined impact to
increase statutory surplus levels by more than $900 million. That
said, FGIC continues to experience credit deterioration on its
RMBS exposures that significantly offsets this increase. In the
second quarter of 2008, the company increased loss reserves
associated with RMBS exposures by $815 million, primarily related
the home equity line of credit (HELOC) and closed end second (CES)
sectors. In addition to this, Fitch believes further adverse loss
development may occur within FGIC's SF CDO portfolio. The Agency
notes that Fitch-estimated expected losses for FGIC's SF CDO
portfolio are substantially in excess of the approximately $900
million of loss reserves the company has put up for this sector as
of June 30, 2008.
Fitch believes that continued deterioration in the insured RMBS
and SF CDO portfolios is a real possibility, further pressuring
regulatory capital levels and the risk of regulatory intervention.
If regulatory intervention were to occur, FGIC's exposure to
credit derivatives (CDS) could be subject to immediate termination
by counterparties, resulting in mark-to-market claims well in
excess of the company's existing cash positions. The company
continues to actively pursue commutations of these exposures.
The Rating Watch Evolving on FGIC reflects:
-- Ongoing negotiations with external reinsurance providers and
insured transaction counterparties that could ultimately
improve certain policyholder positions;
-- Fitch's expectation for continued higher RMBS and SF CDO loss
reserves in the next several quarters; and
-- Recognition that the remaining portfolio is now heavily
oriented toward high risk transactions. As such, focus remains
on continued negotiations surrounding CDS and financial
guaranty settlements.
The Rating Watch Negative on FGIC Corp.'s long-term issuer and
senior unsecured debt ratings reflects:
-- Fitch's expectation that if continued stress within FGIC's
RMBS and SF CDO book causes the company's financial condition
to deteriorate and triggers some form of regulatory
intervention, regulators will likely prevent FGIC from paying
dividends to FGIC Corp. in order to service its debt or other
holding company operating expenses.
FGIC Corp. is a U.S. holding company whose primary operating
financial guaranty subsidiaries are FGIC and FGIC U.K Ltd. For
March 31, 2008, FGIC Corp. reported consolidated assets under
Generally Accepted Accounting Principles of $6.7 billion and
shareholders' equity of approximately $548 million. On an
aggregated basis, net par outstanding for FGIC totaled $308
billion as of March 31, 2008.
FORD MOTOR: To Contribute $50 Mil. to Visteon Escrow Account
------------------------------------------------------------
Visteon Corporation, Ford Motor Company and Ford-managed entity
Automotive Components Holdings, LLC, amended these agreements:
1) The Escrow Agreement, dated as of Oct. 1, 2005, among
Ford, the company and Deutsche Bank Trust Company Americas, was
amended to, among other things, provide that Ford will contribute
an additional $50 million into the escrow account, and to provide
that such additional funds will be available to the company to
fund restructuring and other qualifying costs, as defined within
the Escrow Agreement, on a 100% basis.
2) The Reimbursement Agreement, dated as of Oct. 1, 2005,
between Ford and the company, was amended and restated to, among
other things, require Ford to reimburse the company for certain
severance expenses and other qualifying termination benefits, as
defined in such agreement, relating to the termination of salaried
employees who were leased to ACH. Previously, the amount required
to be reimbursed by Ford was capped at $150 million, of which the
first $50 million was to be funded in total by Ford and the
remaining $100 million was to be matched by the company. Any
unused portion of the $150 million as of Dec. 31, 2009, was to be
deposited into the escrow account governed by the Escrow
Agreement.
3) The Master Services Agreement, dated as of Sept. 30, 2005,
as amended, between the company and ACH, was amended to, among
other things, extend the term that Visteon will provide certain
services to ACH, Ford and others from Dec. 31, 2009, to Jan. 1,
2011.
4) The Visteon Salaried Employee Lease Agreement, dated as of
Oct. 1, 2005, as amended, between the company and ACH was amended
to, among other things, extend the term that ACH may lease
salaried employees of the company from Dec. 31, 2010 to Dec. 31,
2014.
5) The Intellectual Property Contribution Agreement, dated as
of Oct. 1, 2005, as amended, among the company, Visteon Global
Technologies, Inc., Automotive Components Holdings, Inc. and ACH
was amended to, among other things, to clarify the availability
for use of certain patents, design tools and other proprietary
information.
About Visteon
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.
Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.
About Ford Motor Co.
Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents. With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda. The company provides
financial services through Ford Motor Credit Company.
The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom. The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
* * *
As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.
The Rating Outlook remains Negative. The downgrade reflects
these: (i) the further deterioration in Ford's U.S. sales as a
result of economic conditions, an adverse product mix and the most
recent jump in gas prices; (ii) portfolio deterioration at Ford
Credit and heightened concern regarding economic access to capital
to support financing requirements; and (iii) escalating commodity
costs that will remain a significant offset to cost reduction
efforts.
FORD MOTOR: David Mondragon Named Ford Canada President and CEO
---------------------------------------------------------------
Ford Motor Company of Canada, Ltd. appointed David Mondragon as
president and CEO, effective Sept. 1, as the company introduces
its expanded 2009 model lineup and commits to being the best or
among the best in fuel economy with every new Ford product in its
segment.
"It's an exciting time to join Ford of Canada as we accelerate
plans to introduce new fuel-efficient vehicles, especially small
cars and crossovers, which are exactly what Canadian consumers are
asking for," Mr. Mondragon said. "I look forward to working
closely with the Ford of Canada dealers to ensure we are not only
meeting, but exceeding customer expectations as we introduce the
new products."
During his 23 years with Ford, Mr. Mondragon has held a variety of
roles in sales and marketing. He currently serves as general
manager for the Southwest Region, Ford’s largest U.S. sales
region. Mr. Mondragon began his Ford career in an entry-level
administrative job at the Edison (New Jersey) Assembly Plant and
moved on to serve in a variety of management positions in areas
such as marketing programs, field operations, contests and
incentives, and sales training. As manager of marketing programs
and strategy, Mr. Mondragon directed national incentive programs
and led the strategy for more than 80 auto shows across the U.S.
"David is the right person to lead Ford of Canada as we launch our
new model year. Ford's 2009 product lineup is the best we've ever
produced and David has a proven track record of connecting with
customers, energizing employees and partnering with our dealers to
help drive sales," said Dave Schoch, executive director of Canada
and South America, Ford Motor Company.
Mr. Mondragon replaces Barry Engle, who announced last week that
he is leaving the company to serve as president and CEO of New
Holland Agricultural Equipment S.p.A., a unit of CNH Global N.V.,
effective Sept. 8.
"I want to sincerely thank Barry for his many contributions to the
Ford Motor Company and to wish him well in his new role," Mr.
Schoch said.
FRONTIER AIRLINES: Billed $4.8M by Davis Polk Attorneys
-------------------------------------------------------
Davis Polk & Wardwell attorneys for bankrupt Frontier Airlines,
Inc. and its debtor-affiliates have billed the Debtors $4.8
million for Chapter 11 legal services, according to court
documents released on August 22, 2008, the Denver Business Journal
reports.
The Firm seeks reimbursement for services provided from April 10,
2008 through July 31, 2008, according to the Denver Business
Journal.
Marshall Huebner, the Debtors' lead counsel and a partner at the
Firm, has submitted a bill for $547,458, says the Denver Business
Journal.
Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight. They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.
The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.
(Frontier Airlines Bankruptcy News, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
FRONTIER AIRLINES: Wants to Hire Deloitte as Tax Services Provider
------------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries seek
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Deloitte Tax LLP as their tax
services provider.
According to Edward M. Christie III, senior vice president for
Finance at Frontier Airlines Holdings Inc., Deloitte Tax has
provided the Debtors with tax services since 2007, and has
acquired considerable knowledge of the Debtors' business and
financial affairs.
Moreover, Deloitte Tax is qualified to render tax services to the
Debtors because of its is widely recognized experience in
providing regular tax services to large and complex business
entities, both in and out of bankruptcy proceedings, Mr. Christie
adds.
Deloitte Tax will render:
(a) tax refund services, which includes assisting the Debtors
in (i) evaluating tax refunds that may be available
related to Colorado sales taxes, and federal and state
excise taxes; and (ii) preparing of refund claims and
responding to inquiries of the taxing authorities; and
(b) bankruptcy tax services, under which the firm will advise
the Debtors:
-- regarding the restructuring or bankruptcy emergence
process, including the tax workplan;
-- on cancellation of indebtedness income for tax purposes
under Section 108 of the Internal Revenue Code;
-- on post-bankruptcy tax attributes -- tax basis
in assets and net operating loss carryovers --
available under the applicable tax regulations and the
absorption of those attributes based on the Debtors'
operating projections, including a technical analysis
of the effects of Treasury Regulation Section 1.1502-28
and the interplay with IRC Sections 108/1017, and
assisting the Debtors with the preparation of tax basis
balance sheets;
-- on the potential effect of the Alternative Minimum Tax
in various post-emergence scenarios;
-- on the effects of tax rules under Section 382(l)(5) and
(l)(6) of the Internal Revenue Code, pertaining to the
post-bankruptcy net operating loss carryovers and
limitations on their utilization and the Debtors'
ability to qualify for Section 382(l)(5) of the
Internal Revenue Code;
-- on Net Built-in Gain or Loss position at the time of
any "ownership change," as defined in Section 382 of
the Bankruptcy Code, including limitations on use of
any tax losses generated from post-bankruptcy asset or
stock sales;
-- in their work with creditors' counsel, the Debtors'
counsel and financial advisors on the cash tax effects
of restructuring and bankruptcy and the post-
restructuring tax profile, including a plan of
reorganization tax projection;
-- regarding the proper tax treatment of postpetition
interest for state and federal income tax purposes;
-- on the proper state and federal income tax treatment of
pre- and postpetition reorganization costs including
the categorization and analysis of those costs and
their related technical positions;
-- in their review and analysis of the tax treatment of
items adjusted for GAAP purposes as a result of "fresh
start" accounting, as required for the emergence date
of the U.S. GAAP balance sheet, in an effort to
identify the appropriate tax treatment of adjustments
to equity and other tax basis adjustments to assets and
liabilities recorded;
-- regarding other state or federal income tax questions
that may arise in the course of the engagement;
-- in their effort to identify tax issues and planning
opportunities related to debt restructuring and
bankruptcy from a state and local perspective,
including, but not limited to, the state adoption of
Section 108 of the Internal Revenue Service on debt
forgiveness and attribute reduction under Section
108(b)(5), state tax effects on Section 346 of the
Bankruptcy Code and state positions with respect to
state tax attribute utilization limitations post-
bankruptcy;
-- in their efforts to preliminarily identify tax issues
and state and local planning opportunities related to
post-restructuring including, but not limited to,
evaluating structural strategies to assist the Debtors
in attempting to minimize state income taxes through
the utilization of net operating losses, creation of
special purpose entities or reorganization of the
business along functional lines, property taxes, sales
and use taxes and other state and local taxes as
appropriate; and
-- in their efforts to estimate the tax basis in the stock
of each of the Debtors' subsidiaries or other entity
interests.
Deloitte Tax will also assist the Debtors in their evaluation and
modeling of the effects of liquidating, merging or converting
entities as part of the restructuring, including the effects on
federal and state tax attributes, state incentives, apportionment
and other tax planning.
In addition, Deloitte Tax will document, as appropriate, tax
analysis, opinions, recommendations, observations and
correspondence for any proposed restructuring alternative tax
issue or other tax matters.
Deloitte Tax will be paid based on these hourly rates:
Partner, Principal, or Director $650
Senior Manager $550
Manager $450
Senior Associate $350
Staff or Paraprofessionals $100-300
Mr. Christie discloses that Deloitte Tax provided prepetition tax
services to the Debtors and received approximately $37,000 from
the Debtors in the 90 days prior to the Petition Date.
Subsequent to the Petition Date, Deloitte Tax provided certain
ordinary course tax services to the Debtors.
As of the Petition Date, approximately $23,500 was owed by the
Debtors to Deloitte Tax for the prepetition services. Deloitte
Tax will not seek recovery of the amount upon the Court's
approval of their employment with the Debtors.
Moreover, Deloitte Consulting LLP, an affiliate of Deloitte Tax,
provided prepetition consulting services to, and received
approximately $269,000 from, the Debtors within 90 days prior to
the Petition Date.
As of the Petition Date, the Debtors owed Deloitte Consulting
approximately $109,000. Upon the Court's approval of the
Debtors' employment of Deloitte Tax, Deloittte Consulting will
not seek recovery of the amount owed.
As may be necessary, Deloitte Consulting will provide future
professional services in the Debtors' cases, as an additional
ordinary course professional, and would therefore seek payment of
any amounts due with respect to their rendered services in the
ordinary course.
David Hoffman, Esq., a partner at Deloitte Tax, assures that
Court that his firm is a "disinterested person," as that term is
defined under Section 101(14) of the Bankruptcy Code.
About Frontier Airlines Inc.
Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation
for passengers and freight. They operate jet service carriers
linking their Denver, Colorado hub to 46 cities coast-to-coast,
8 cities in Mexico, and 1 city in Canada, well as provide
service from other non-hub cities, including service from 10
non-hub cities to Mexico.
The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-
11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.
(Frontier Airlines Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)
GENERAL MOTORS: Investing $500 Million for New Compact Car in Ohio
------------------------------------------------------------------
General Motors Corp. Chairman and Chief Executive Officer Rick
Wagoner disclosed that GM will invest more than $500 million in
the U.S. to build the Chevrolet Cruze, an all-new global compact
car. The vehicle will be built at its Lordstown, Ohio plant. The
Chevy Cruze will be officially unveiled at the Paris Motor Show in
a few short weeks. In a surprise move, the investment
announcement was accompanied by a glimpse of the Cruze life-size
show property.
The investment in Lordstown is one of several that have been
announced at U.S. plants in the past five years, adding up to over
$2 billion total investment in Ohio and more than $20 billion in
the United States.
"One of the key reasons for the success of the Chevrolet Cobalt
and Pontiac G5 is the Lordstown workforce and the strong
partnerships with the UAW and local and state officials," Mr.
Wagoner said. "Based on the quality of work and these strong
partnerships, we are pleased to announce our plans to invest
another $500 million in the Chevy Cruze product program in the
U.S., including more than $350 million in Lordstown."
Ed Peper, GMNA vice president of Chevrolet, spoke to GM's strong
position in delivering fuel-efficient vehicles that consumers want
to buy. "The Cruze will build on the already successful Chevrolet
Cobalt, Cobalt XFE and Cobalt SS, all of which are nearly sold out
in dealer showrooms," Mr. Peper said. "Our dealers are asking for
many more Cobalts than we can build."
Chevrolet Cobalt sales are up 16%, year-to-date through July 2008,
with an impressive 33 miles-per-gallon highway. The new Cobalt
XFE model jumps to 37 miles-per-gallon and is selling almost as
soon as it's unloaded from the delivery trucks to dealerships.
The Chevrolet Cruze epitomizes the global nature of the automobile
industry and GM's commitment to deliver fuel efficient, high-
quality products. Cruze is the result of a development process
harnessing GM's global design and engineering expertise. It is
the first of a new family of compact Chevrolets that will continue
the attention to quality, fuel efficiency, and strong value
promise of the highly successful Malibu and all other vehicles
under the Chevrolet brand.
"The Chevrolet Cruze was designed and engineered by our global
teams in Europe and Asia Pacific and will be manufactured in those
regions in addition to the assembly plant here in Lordstown,
Ohio," Mr. Wagoner said. "Our goal for the Chevrolet Cruze is to
lead in fuel economy in this very competitive car segment."
The new Cruze will be launched in Europe and Asia Pacific next
year. It's scheduled to make its European debut at the Paris
Motor Show in October.
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908. GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries. In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000. Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.
General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units. GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela. GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.
GENERAL MOTORS: Should Assume Delphi Pension Costs, PBGC Says
-------------------------------------------------------------
Mike Ramsey and Christopher Scinta of Bloomberg News report that
the Pension Benefit Guaranty Corp. has said General Motors should
assume pension liabilities from Delphi Corp. by the end of
September or risk bearing additional costs from its former auto
parts subsidiary in bankruptcy.
The agency is concerned that no resolution on a pension
transfer seems imminent. Delphi had about $3.3 billion
in unfunded pension liabilities at the end of 2007, spokesman
Lindsey Williams said, according to the report.
About Delphi Corp.
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology. The company's
technology and products are present in more than 75 million
vehicles on the road worldwide. Delphi has regional
headquarters in Japan, Brazil and France.
The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.
The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007. The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008. The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide $2,550,000,000 in equity financing to
Delphi.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)
About General Motors
Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908. GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries. In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.
At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000. Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.
General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units. GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela. GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.
G-I HOLDINGS: To File Amended Schedules, Seek Claims Bar Date
-------------------------------------------------------------
G-I Holdings Inc. and its debtor-affiliate ask the U.S. Bankruptcy
Court for the District of New Jersey to waive certain requirements
of Local Bankruptcy Rules 1009-1, 3016-1 and 3016-2, reports
BankruptcyData.com.
The Debtors explained that they are working hard to conclude these
bankruptcy cases. To accomplish this, the Debtors intend to amend
their schedules of liabilities and file an amended motion seeking
entry of a bar date for the filing of prepetition proofs of claim
against, and proofs of interest in the Debtors, BankruptcyData
says.
About G-I Holdings
Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.
The company filed for Chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135). An affiliate, ACI, Inc.,
filed its own voluntary chapter 11 petition on Aug. 3, 2001. The
cases were consolidated on Oct. 10, 2001. Weil, Gotshal & Manges
LLP, and Riker, Danzig, Scherer, Hyland & Perretti LLP, represent
the Debtors. Lowenstein Sandler PC represents the Official
Committee of Unsecured Creditors.
C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands. Keating, Muething & Klekamp, PLL, represents the
Futures Representative.
GOODY'S FAMILY: Seeks November 21 Extension of Plan Filing Period
-----------------------------------------------------------------
Goody's Family Clothing Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend the exclusive periods to:
-- file a Chapter 11 until Nov. 21, 2008, and
-- solicit acceptances of that plan until Jan. 5, 2009.
A hearing is set for Sept. 22, 2008, at 10:00 a.m., to consider
approval of the extension. Objections, if any, are due Sept. 15,
2008.
The Debtors tell the Court that the requested extension is filed
out of an abundance of caution as it attempts to secure adequate
financing.
As reported in the Troubled Company Reporter on Aug. 28, 2008, the
Court approved an amended disclosure statement explaining an
amended joint Chapter 11 plan of reorganization filed by the
Debtors and the Official Committee of Unsecured Creditors. A
hearing is set for Oct. 6, 2008, at 1:00 p.m., to consider
confirmation of the amended plan.
The Debtors' initial exclusive right to file a plan will expire on
Oct. 7, 2008.
About Goody's Family
Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates chains of clothing
stores. The company is owned by Goody's Holdings Inc., a non-
debtor entity. As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement. The company and 19 of its affiliates filed for Chapter
11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-
11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at
Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq.,
at Bass, Berry & Sims PLC, represent the Debtors. The Debtors
selected Logan and Company Inc. as their claims agent.
The U.S. Trustee for Region 3 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors. Frederick Brian
Rosner, Esq., at Duane Morris LLP, and Lawrence C. Gottlieb, Esq.,
Cathy Herschopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley
Godward Kronish LLP, represent the Committee in these cases.
When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million. As of May 3, 2008, the Debtors' records reflected total
assets of $313,000,000 -- book value -- and total debts of
$443,000,000.
GREAT NORTHWEST: S&P Revises Outlook to Negative; 'BB-' Affirmed
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Great
Northwest Insurance Co. (GNIC) to negative from stable.
Standard & Poor's also said that it affirmed its 'BB-'
counterparty credit and financial strength ratings on GNIC.
"The revised outlook reflects our concerns about GNIC's declining
capital base and deteriorating underwriting performance,"
explained Standard & Poor's credit analyst Tracy Dolin. GNIC is
also susceptible to large shock losses because of its high
reinsurance attachment point. GNIC experienced two major
catastrophe events and eight large losses for the first six months
of 2008, hurting its loss ratio by 10% and 12%, respectively. In
July, the company generated additional catastrophe losses. S&P had
anticipated GNIC's operating performance would continue to be
volatile, albeit not to the extent of recent performance.
GNIC also has a high expense structure in place. As a small
company, despite close to flat premium growth, unusual expenses
significantly affect its expense ratio. GNIC's expense ratio
increased to 35.9% during the first six months of 2008 from 29.8%
for the same period last year.
"The outlook is negative. Standard & Poor's expects GNIC's net
premium growth to be in the low single digits in 2008, driven
primarily by recent rate increases and Western expansion efforts.
We expect that the combined ratio will remain unsatisfactory for
full-year 2008 because of the level of losses experienced in the
first half of the year. We view capital as marginal in the context
of its small and shrinking capital base with susceptibility to
large shock losses. we expect GNIC to manage its Hawaiian
operation's (HIG) property catastrophe exposure should continue to
be managed through high reinsurance protection," S&P says.
"If underwriting results continue to demonstrate above-average
losses or capital levels continue to fall, we could lower the
rating within 12 months. We could also lower the rating if GNIC's
normalized combined ratio (absent catastrophes and large shock
losses) remains above 100%," S&P relates.
"Over the longer term, Standard & Poor's believes GNIC's business
strategy has above-average operating risk," Ms. Dolin added. "A
disciplined approach to growth and strong controls for selecting
and monitoring agents are critical to the rating. Therefore, any
deterioration in these areas would also likely lead to a
downgrade. If the company improves its capitalization and
underwriting performance on a sustainable basis, we could revise
the outlook back to stable."
HEARTLAND INVESTMENT: Case Summary and Three Unsecured Creditors
----------------------------------------------------------------
Debtor: Heartland Investment Properties, LLC
942 Searcy Way
Bowling Green, KY 42103
Bankruptcy Case No.: 08-11223
Related Information: Mark Haynes and David Stewart, managers,
filed the petition on the Debtor's behalf.
Chapter 11 Petition Date: August 28, 2008
Court: Western District of Kentucky (Bowling Green)
Debtor's Counsel: Mark H. Flener, Esq.
(mflener@bellsouth.net)
P.O. Box 8, 400 East Main Avenue, Suite 304
Bowling Green, KY 42102-0008
Tel: (270) 783-8400
Fax: (270) 783-8873
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
List of Largest Unsecured Creditors:
Creditor Claim Amount
-------- ------------
Commonwealth of Kentucky Unknown
Stewart & Haynes Properties, LTD Unknown
Teta Financial Group Unknown
HEAVEN INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Heaven Investment Holding Corp.
1401 El Camino Ave. No. 410
Sacramento, CA 95815
Bankruptcy Case No.: 08-32280
Type of Business: The Debtor is a real estate corporation.
Chapter 11 Petition Date: August 29, 2008
Court: Eastern District of California (Sacramento)
Judge: Thomas Holman
Debtor's Counsel: Yasha Rahimzadeh
980 9th St. 16th Fl.
PMB 1021
Sacramento, CA 95814
Tel (916) 337-8066
Total Assets: $21,120,000
Total Debts: $30,571,763
Debtors' List of 20 largest unsecured creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Malibu Recoventance LLC (JCRA) Mortgage $13,329,669
P.O. Box 4987 Value of security
Chatsworth, CA 91311 - $13,000,000
Michael Samson $1,500,000
619 47th Ave.
San Francisco, CA 94121
Al Stewart & Doug Jansen $700,000
13760 Tank Drive
Pine Groove, CA 95665
Ozair Abdullah $555,000
18522 Pine View Square
Leezburg, VA 20176
Bill &Carolyn Wilson Deed of Trust $530,000
6691 Gibson Canyon Rd. Value of Security
- $600,000
Nazim Hashim $500,000
20332 Via Galileo
Porter Ranch, CA 91326
Telgraph Garden Apts. $400,000
9646 West Vista
Hillsboro, MO 63050
Olivia Raya $270,000
684 San Jose Ave. Ste. A
San Francisco, CA 94110
Dolores LeBlue $200,000
Ed Sarna $190,000
Bimal Singh $190,000
Olga Biasiol $180,000
Jeff & Debbie Buchanan $165,000
Laila Bhamani $150,000
Marvin & Elena Booth $140,000
Tatyana Mironova $135,000
Brent Fredricksen $130,000
Harnesk Nijjar $125,000
Ferishta Kulaly $125,000
Anne Fisher $114,000
HINES HORTICULURE: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
Hines Horticulture Inc. and its debtor-affiliates delivered on
Aug. 29, 2008, to the United States Bankruptcy Court for the
District of Delaware a Chapter 11 plan of reorganization and a
disclosure statement explaining the plan.
A hearing is set for Oct. 2, 2008, at 2:30 p.m., to consider the
adequacy of the Debtors' disclosure statement. Objections, if
any, are due Sept. 25, 2008. The hearing will take place at 824
Market St., 5th floor, Courtroom #5 in Wilmington, Delaware.
The plan contemplates the sale of substantially all of the
Debtors' assets through a liquidation process. After the auction,
all remaining assets will be liquidated and the proceeds
distributed to the Debtors' creditors pursuant to the plan. On
the plan's effective date, proceeds from the sale will be
distributed to holders of claims.
The Court set a hearing on Sept. 10, 2008, to approve the Debtors'
proposed bidding procedures for the sale of substantially all
their assets. The Debtors selected Black Diamond Management LLC,
as stalking-horse bidder. All bids for the Debtors' asset must be
delivered by Nov. 3, 2008, followed by an auction on Nov. 7, 2008,
at 10:00 a.m. (prevailing Central Time)
The plan classifies interests against and claims in the Debtors in
eight classes. The classification of interests and claims are:
Treatment of Interests and Claims
Type Estimated
Class of Claims Treatment Recovery
----- --------- --------- ---------
1 other priority unimpaired 100%
claims
2 other secured unimpaired 100%
claims
3 prepetition credit unimpaired 100%
facility claims
4 10.25% senior notes impaired
claims
5A general unsecured impaired
claims against
Hines Horticulture impaired
5B general unsecured impaired
claims against
Hines Nurseries
6 section 510(b) impaired 0%
claims
7 equity interest in impaired 0%
Hines Horticulture
8 intercompany impaired 0%
interests
Classes 4, 5A and 5B are entitled to vote to accept or reject the
plan.
Holders of Class 2 other secured claims will be place in a
separate subclass, and each subclass will be treated as a separate
class for distribution purposes. Unless otherwise agreed to by
the holders and the Debtors, each holders will receive in full:
-- the collateral securing the allowed other secured claim; or
-- a cash distribution in an amount equal to the value of the
collateral.
Allowed Cass 3 claims will be allowed in the amount of $36,054,784
plus (i) interests and payable from the petition date to the
plan's effective date, and (ii) fees and expenses payable to the
prepetition credit facility agent from the petition date until the
plan's effective.
Holders of Class 10.25% senior notes claims will receive their pro
rata share of the post-consummation trust assets in turn for each
10.25% senior notes claims.
All general unsecured claims against the Debtors will also receive
a pro rate share of the post-consummation trust assets.
Class 6,7 and 8 will not receive any distribution under the plan.
A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3188
A full-text copy of the Debtors' Chapter 11 plan of reorganization
is available for free at http://ResearchArchives.com/t/s?3189
About Hines Horticulture
Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas. Through its
affiliate, the company produces and distributes horticultural
products. The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Case No.08-11922). Anup Sathy, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructure efforts. Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors'
co-counsel. The Debtors selected Epiq Bankruptcy Solutions LLC as
their voting and claims agent, and Financial Balloting Group LLC
as their securities voting agent. When the Debtors filed for
protection against their creditors, they listed assets and debts
of between $100 million and $500 million each.
IL LUGANO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: IL Lugano, LLC
IL Lugano Luxury Suite Hotel
3333 N.E. 32nd Ave.
Attn: Jeff Gwin
Fort Lauderdale, FL 33308
Bankruptcy Case No.: 08-50811
Type of Business: The Debtor owns a hotel. See
http://www.illugano.com/
Chapter 11 Petition Date: August 29, 2008
Court: District of Connecticut (Bridgeport)
Debtor's Counsel: James Berman, Esq.
Email: jberman@zeislaw.com
Zeisler and Zeisler
558 Clinton Ave.
P.O. Box 3186
Bridgeport, CT 06605
Tel: (203) 368-4234
http://www.zeislaw.com/
Estimated Assets: $50,000,000 to $100,000,000
Estimated Debts: $1,000,000 to $10,000,000
The Debtor did not file a list of its largest unsecured creditors.
INDEPENDENCE VII: Fitch Cuts 'BB' Rating on $347MM Notes to 'CCC'
-----------------------------------------------------------------
Fitch Ratings downgrades and removes from Rating Watch Negative
eight classes of notes issued by Independence VII CDO, Ltd.
These rating actions are effective immediately:
-- $347,377,885 Class A-1A Notes to 'CCC' from 'BB';
-- $58,286,312 Class A-1B Notes to 'CCC' from 'BB';
-- $30,600,000 Class A-2 Notes to 'C' from 'B';
-- $60,000,000 Class B Notes to 'C' from 'CCC';
-- $28,500,000 Class C Notes to 'C' from 'CCC';
-- $15,684,723 Class D Notes to 'C' from 'CC';
-- $24,581,207 Class E Notes to 'C' from 'CC';
-- $6,027,346 Class F Notes to 'C' from 'CC'.
Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities (RMBS), Alternative-A (Alt-
A) RMBS, and structured finance (SF) collateralized debt
obligations (CDOs).
Independence VII is a cash flow SF CDO that closed on March 28,
2006 and is managed by Declaration Management & Research LLC
(Declaration). Presently, 76.8% of the portfolio is comprised of
2005 and 2006 vintage U.S. subprime RMBS, 9.0% consists of 2005,
2006 and 2007 vintage U.S. Alt-A RMBS, and 4.7% is comprised of
2005 and 2006 vintage U.S. SF CDOs.
Since November 2007, approximately 80.0% of the portfolio has been
downgraded with 17.4% of the portfolio currently on Rating Watch
Negative. Additionally, 88.3% of the portfolio is now rated below
investment grade, with 73.1% of the portfolio rated 'CCC+' and
below. The negative credit migration experienced since the last
review in November 2007 has resulted in the Weighted Average
Rating Factor (WARF) deteriorating to 'B-/CCC+' from 'BBB'/'BBB-',
breaching its covenant of 'BBB/BBB-' as of the August 8, 2008
trustee report.
The collateral deterioration has caused each of the
Overcollateralization (OC) and Interest Coverage (IC) ratios to
fail their respective tests. As of the trustee report dated August
8, 2008, the class A/B/C OC ratio was 51.3%, the class D OC ratio
was 49.8%, and the class E OC ratio was 47.6%. The class A/B/C OC
trigger level was 104.8%, the class D trigger level was 103.8%,
and the class E trigger level was 101.6%. Likewise, the class
A/B/C IC ratio of 65.5% was failing its 110.0% trigger level, the
class D IC ratio of 55.5% was failing its 107.5% trigger level,
and the class E IC ratio of 41.8% was failing its 105.0% trigger
level.
Due to the Net Outstanding Portfolio Collateral Balance failing to
be at least equal to the Aggregate Outstanding Amount of the Class
A Notes, the Class B Notes, and the Class C Notes, an Event of
Default was declared on April 9, 2008. As a result of the Event of
Default and a subsequent vote by the class A-1 noteholders to
accelerate, the transaction has begun making distributions of
principal and interest to only the class A-1A and A-1B notes, pro
rata, until paid in full which led to a default in the payment of
interest to the timely classes A-2, B and C. Payment of interest
to the class D, E and F notes paid in kind whereby the principal
balance of each class has been written up by the amount of
interest owed. Consistent with the current ratings, Fitch does not
expect the class A-2, B, C, D or E notes to receive further
interest or principal payments.
Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.
The ratings on the class A-1A, A-1B, A-2, B and C notes address
the timely receipt of scheduled interest payments and the ultimate
receipt of principal as per the transaction's governing documents.
The ratings on the class D, E and F notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents. The ratings are based
upon the capital structure of the transaction, the quality of the
collateral, and the protections incorporated within the structure.
INT'L RECTIFIER: S&P Keeps 'BB' Ratings on Watch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on El Segundo, Calif.-based International Rectifier
Corp. (IR) would remain on CreditWatch with negative implications,
where it was placed on April 9, 2007, because of an accounting
investigation that prevented the company from filing financial
statements.
On Aug. 15, 2008, Vishay Intertechnology Inc. offered to acquire
IR for about $1.6 billion in cash. On Aug. 29, 2008, IR's board
unanimously rejected Vishay's offer as opportunistic and
undervalued. Vishay has not responded to IR's rejection.
While the company is current in its financial reporting through
the March (third fiscal) quarter of 2008, on Aug. 29, IR also
announced that it may not be able to file its 2008 Form 10-K by
Sept. 12, 2008. The potential delay reflects the efforts involved
in preparing and filing previously-delinquent reports, which
delayed the 2008 fiscal year-end closing schedule and the
preparation of financial statements, and thus has delayed the
audit of its 2008 financial statements. The Sept. 12 date reflects
an earlier 15-day filing extension granted by the SEC.
If no further actions are taken regarding Vishay's offer, the
rating on IR will be based on S&P's evaluation of its future
operating prospects as an independent company and its ongoing
financial profile. Current financial information suggests that the
company is facing significant operational challenges, with excess
inventories and capacity causing low profitability.
Standard & Poor's will continue to monitor the company's ability
to timely file its financial statements, its underlying business
and financial profiles, and any further actions regarding a
potential acquisition.
JPMORGAN TRUST: S&P Affirms 'BB' Rating on Three Classes
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7.
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 269 loans with an aggregate trust balance of $3.90
billion, compared with the same number of loans totaling $3.94
billion at issuance. The master servicers, Wachovia Bank N.A.
(Wachovia) and Capmark Finance Inc. (Capmark), reported financial
information for 98% of the pool, 94% of which was full-year 2007
data. Standard & Poor's calculated a weighted average debt service
coverage (DSC) of 1.53x for the pool, up from 1.38x at issuance.
One loan ($6.5 million, 0.2%) in the pool is 30-plus-days
delinquent, and two assets are with the special servicer, LNR
Partners Inc. The trust has not experienced any losses to date.
"There are 11 loans ($56.1 million, 1%) in the pool that have
reported low DSCs that are not with the special servicer, seven
($31.9 million) of which are credit concerns. The 11 loans are
secured by a variety of property types with an average balance of
$4.7 million and have experienced a weighted average decline in
DSC of 52% since issuance. The seven loans that are credit
concerns are secured by retail, office, multifamily, and self-
storage properties; these loans have experienced a combination of
declining occupancy and higher operating expenses. The remaining
loans have significant debt service reserves or are in various
stages of lease-up, and we expect the net cash flow available for
debt service to improve in the future," S&P says.
Three assets ($17.2 million, 0.4%) are with the special servicer,
LNR Partners Inc. (LNR); details are:
-- The Trinity Place loan has a balance of $6.5 million
(0.2%) and is secured by the fee interest in a 49,781-sq.-ft.
retail property in Cordova, Tenn. The loan was transferred to LNR
on July 28, 2008, after the borrower requested forbearance. The
loan is 30-days delinquent, and LNR is in the process of
collecting information and evaluating the asset.
-- The Country Club Corner loan has a total exposure of $6.3
million (0.2%) and is secured by the fee interest in a 53,481-sq.-
ft. retail property in Oklahoma City, Okla. The loan was
transferred to LNR on Feb. 14, 2008, after the borrower requested
forbearance. The loan is current, and LNR is negotiating the
potential forbearance with the borrower. Standard & Poor's expects
the resolution of the asset will result in a minimal loss.
-- The Meadowbrook Professional Plaza loan has a total
exposure of $4.4 million (0.1%) and is secured by the fee interest
in a 35,267-sq.-ft. office property in Rochester, Mich. The loan
was transferred to LNR on Feb. 8, 2008, due to monetary default.
The loan is less than 30-days delinquent, and the occupancy has
improved to 85% from 68% for the year-ended Dec. 31, 2007. LNR
will continue to monitor the property's occupancy and could
potentially transfer the loan back to the master servicer.
The top 10 loans have an aggregate outstanding balance of $1.41
billion (36%) and a weighted average DSC of 1.48x, up from 1.43x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 exposures. One of the properties was characterized as
"excellent," while the remaining properties were characterized as
"good."
Wachovia and Capmark reported a watchlist of 44 loans ($293.9
million, 8%). None of the loans on the watchlist have a balance
greater then $36 million, or 1% of the pool.
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis. The
resultant credit enhancement levels support the affirmed ratings.
RATINGS AFFIRMED
JPMorgan Chase Commercial Mortgage Securities Trust 2006-LDP7
Commercial mortgage pass-through certificates
Class Rating Credit enhancement (%)
----- ------ ----------------------
A-1 AAA 30.28
A-1A AAA 30.28
A-2 AAA 30.28
A-3A AAA 30.28
A-3B AAA 30.28
A-3FL AAA 30.28
A-4 AAA 30.28
A-SB AAA 30.28
A-M AAA 20.19
A-J AAA 12.24
B AA 10.22
C AA- 9.08
D A+ 8.71
E A 7.70
F A- 6.69
G BBB+ 5.43
H BBB 4.42
J BBB- 3.28
K BB+ 2.90
L BB 2.52
M BB- 2.02
X AAA N/A
N/A -- Not applicable.
JPMORGAN CMS: S&P Cuts Ratings on 3 Classes to 'CCC'
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series 2005-
LDP2. Concurrently, S&P affirmed its ratings on 19 other classes
from this transaction.
The downgrades reflect credit concerns with two loans ($52.7
million) in the pool that will have debt service coverage (DSC)
levels below 1.0x when the initial interest-only (IO) periods end
and seven ($38.3 million) of the 15 loans that have reported DSC
levels below 1.0x. The downgrades also reflect anticipated credit
support erosion upon the eventual resolution of one ($13.3
million) of the two loans with the special servicer. The current
credit enhancement levels for several classes of the transaction
have declined since issuance due to a $7.8 million loss to the
trust.
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
Two loans ($52.7 million, 2%) that will have DSCs below 1.0x when
their initial IO periods end are current credit concerns. The
loans, which have an average balance of $26.3 million, are secured
by multifamily properties in suburban Memphis, Tenn., and
McDonough, Ga. The most recent reported DSCs for these assets were
1.02x and 0.88x, respectively, while occupancy levels were 91% and
83%. The current DSC for the loans has declined an average of 22%
since issuance, and the occupancy levels have also declined since
issuance.
Seven ($38.3 million, 1%) of the 15 loans ($152.1 million, 5%)
that have reported DSCs below 1.0x are current credit concerns.
The 15 loans are secured primarily by a variety of office, retail,
multifamily, and self-storage properties and have an average
balance of $10.1 million and an average decline in DSC of 31%
since issuance. The seven loans that are credit concerns are
secured by retail, multifamily, and self-storage properties. These
properties have experienced a combination of declining occupancies
and higher operating expenses.
As of the Aug. 15, 2008, remittance report, there were two loans
($19.9 million total exposure) with the special servicer, LNR
Partners Inc. (LNR). Details of the two loans with the special
servicer are:
-- The Osceola Ridge Apartments loan ($14.2 million total
exposure) is secured by a 120-unit (480-bed) student housing
property in Tallahassee, Fla., built in 1991. The loan was
transferred to LNR in September 2007 due to imminent default and
is currently 90-plus-days delinquent. The borrower filed
bankruptcy on March 4, 2008, and negotiations are underway
regarding a reorganization plan. A cash collateral agreement is
also in place. An appraisal from November 2007 valued the property
at $10.7 million, and an appraisal reduction amount will be
reflected in the September remittance report.
-- The Weatherford Commons loan ($5.7 million total exposure)
is secured by a 34,488-sq.-ft. unanchored retail property built in
2003 in Weatherford, Texas, 20 miles west of Fort Worth. The loan
was transferred to special servicing due to imminent default in
March 2008 and is currently less than 30 days delinquent.
Approximately 64% of the property's tenants have lease expirations
before year-end 2009. Occupancy was 70% and DSC was 1.29x as of
year-end 2007. Standard & Poor's does not expect a loss on the
asset at this time, and the loan was returned to the master
servicer on Aug. 25, 2008.
As of the Aug. 15, 2008, remittance report, the collateral pool
consisted of 293 loans with an aggregate balance of $2.889
billion, compared with 295 loans with a balance of $2.979 billion
at issuance. The master servicer, Wachovia Bank N.A. (Wachovia),
reported financial information for 98% of the pool. Ninety-four
percent of the servicer-provided information was full-year 2007
data. Standard & Poor's calculated a weighted average DSC of 1.56x
for the pool, compared with 1.59x at issuance. As referenced
above, the only delinquent loan ($14.2 million total exposure) in
the pool is 90-plus-days delinquent and is one of the two loans
($19.9 million total exposure) with the special servicer. The
trust has experienced one loss totaling $7.8 million, which
represented a 38% loss severity on the unpaid principal balance of
the loan.
The top 10 loan exposures secured by real estate have an aggregate
outstanding balance of $754.3 million (26%) and a weighted average
DSC of 1.58x, compared with 1.56x at issuance. The third-largest
loan is on the master servicer's watchlist and is discussed below.
Standard & Poor's reviewed property inspections provided by
Wachovia for nine of the assets underlying the top 10 exposures.
All of the properties were characterized as "good."
Three loans had credit characteristics consistent with of those of
investment-grade obligations at issuance. The credit
characteristics of the largest and smallest loans are no longer
consistent with those of investment-grade obligations, while the
remaining loan has maintained its credit characteristics. Details
for these loans are:
-- The Gateway Plaza I&II loan ($98.8 million, 3%) is the
second-largest loan in the pool and is secured by a 628,626-sq.-
ft. lifestyle center in Salt Lake City, Utah. For the year ended
Dec. 31, 2007, DSC for this loan was 2.59x and occupancy was 99%.
Standard & Poor's adjusted value for this loan is down 19% since
issuance. The property's decline in performance is primarily due
to the re-leasing of space at the property at lower rents, along
with increased operating expenses.
-- The Russ Building ($60 million, 2%) is the seventh-largest
loan in the pool and is secured by a 509,368-sq.-ft. class B
office building in the San Francisco financial district. DSC for
this loan was 2.25x for the year ended Dec. 31, 2007, and
occupancy was 91% as of March 31, 2008. Standard & Poor's adjusted
value for this loan is up 14% since issuance, primarily due to the
re-leasing of space at the property at higher rents.
-- The Four Peaks loan ($17.1 million) is secured by a
140,571-sq.-ft. retail property in Fountain Hills, Ariz. While the
DSC for this loan was 2.21x and occupancy was 97% for the year
ended Dec. 31, 2007, the DSC is down from 2.58x at issuance.
Standard & Poor's adjusted value for this loan is down 18% since
issuance. The property's decline in performance is primarily due
to increased operating expenses.
Wachovia reported a watchlist of 48 loans with an aggregate
outstanding balance of $424.8 million (15%). The Shops at Canal
Place ($90 million, 3%) is the largest loan on the watchlist and
the third-largest loan in the pool. The loan is secured by a
214,443-sq.-ft. retail shopping center and a seven-story, 1,650-
stall (538,000 sq. ft.) parking garage on Canal Street in downtown
New Orleans. The master servicer placed this loan on the watchlist
because the lease for the anchor tenant, Saks Fifth Avenue
(106,682 sq. ft.), matures Jan. 31, 2009.
Standard & Poor's stressed some of the loans on the watchlist,
along with other loans with credit issues, as part of its pool
analysis. The resultant credit enhancement levels support the
lowered and affirmed ratings.
RATINGS LOWERED
JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP2
Rating
Class To From Credit enhancement (%)
----- -- ---- ----------------------
J BBB- BBB 4.50
K BB+ BBB- 3.21
L BB BB+ 2.82
M B+ BB 2.31
N B- BB- 1.92
O CCC+ B+ 1.66
P CCC B 1.41
Q CCC- B- 1.02
RATINGS AFFIRMED
JPMorgan Chase Commercial Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2005-LDP2
Class Rating Credit enhancement (%)
----- ------ ----------------------
A-1 AAA 30.67
A-2 AAA 30.67
A-3 AAA 30.67
A-3A AAA 30.67
A-4 AAA 30.67
A-SB AAA 30.67
A-1A AAA 30.67
A-M AAA 20.36
A-MFL AAA 20.36
A-J AAA 12.88
B AA+ 12.24
C AA 10.82
D AA- 9.91
E A+ 9.01
F A 7.98
G A- 7.08
H BBB+ 5.53
X-1 AAA N/A
X-2 AAA N/A
N/A -- Not applicable.
KOPPERS INC: S&P Affirms 'B+' Credit Rating; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pittsburgh, Pa.-based Koppers Inc. and its parent company, KI
Holdings Inc., to positive from stable. At the same time, S&P
affirmed all ratings, including the 'B+' corporate credit ratings.
"The outlook revision acknowledges Koppers' improving operating
performance, the strengthening of the financial profile, greater
visibility of future revenue streams, and the potential for
improved credit quality over the next few years," said Standard &
Poor's credit analyst Henry Fukuchi.
The outlook revision also reflects S&P's expectation for future
debt reduction from the recently announced Monessen sale, which is
expected to close in October 2008. S&P expects Koppers to apply at
least a portion of the proceeds from the sale to debt reduction so
that credit metrics are preserved or improved from current levels,
even as it continues to engage in share repurchases, increased
dividends, and potential acquisitions.
The ratings on Koppers reflect a weak business position,
attributable to a relatively narrow scope of operations and
concentration of sales by customer base and end market; and a
highly leveraged financial profile. These factors are only
partially offset by the company's leading market shares, high
percentage of long-term contracts, and good geographic diversity.
With annual sales of approximately $1.4 billion, Koppers is a
leading provider of carbon compounds and commercial wood treatment
products.
LANDSOURCE COMMUNITIES: Creditors Panel Justifies Xroads Retention
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of LandSource Communities Development, LLC, and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to approve XRoads Solutions Group, LLC's retention. The
Committee asks the Court to overrule the Debtors' objection.
The Creditors Committee earlier sought the Court's permission to
retain XRoads and Imperial Capital LLC as the panel's co-financial
advisors nunc pro tunc, to June 20, 2008.
Committee: Two Fin'l Advisors Split Fees
XRoads Solutions Group, LLC, advises the Official Committee of
Unsecured Creditors on issues relating to the Debtors' business
operations and the operational side of the business plan to
determine how that will impact the recoveries for the general
unsecured creditors.
"[Imperial Capital LLC] and XRoads will not duplicate each
other's work," Laura D. Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, tells the Court. According
to Ms. Jones, in light of the proposed fee structure, XRoads and
Imperial Capital are incentivized to avoid duplication of work.
"Neither firm's compensation will increase if services are
duplicated," she adds.
Ms. Jones relates that during the Committee formation, XRoads and
Imperial Capital communicated their respective fee structures to
the Committee's proposed counsel. As the Committee formation was
underway, XRoads and Imperial Capital were asked to formulate a
co-financial advisory proposal in order to integrate certain
strengths of both firms:
-- for XRoads, land development, entitlement, and operational
knowledge, and
-- for Imperial, mergers, acquisitions, financing and
valuation.
Based on the Committee's insistence that the fee structure
proposed by each firm not increase as a result of the joint
venture, XRoads and Imperial agreed to split their proposed fees
in half. "The Committee gets the expertise of both firms for the
price of one," Ms. Jones relates.
Further, the Committee maintains that the fees being paid to
XRoads are at, or below, market price.
XRoads agreed to modify the terms of its engagement to provide
the Debtors and the United States Trustee for Region 2 with the
opportunity to review the fees under Section 330 of the
Bankruptcy Code; provided, however, that the review is not solely
based on an hours-and-compensation analysis.
In addition, XRoads will modify its engagement letter to provide
that the transaction fee applies to transaction consummated
within the engagement period or 12 months.
As for the Debtors' request that the cost of any appraisal be
reduced from the valuation report fee, Ms. Jones asserts that the
review opportunity being provided to the Debtors and the U.S.
Trustee provides sufficient safeguards and opportunity to object
in the event that there is a duplication of services.
XRoads' Work Distinct from Lazard's, Committee Says
The services being rendered by XRoads Solutions Group, LLC is
independent of the services being rendered by [Lazard Freres &
Co. LLC], Ms. Jones tells the Court.
Ms. Jones emphasizes that the Debtors and the Committee have
distinct and, at times, adverse goals. According to Ms. Jones,
the Committee's goal is to obtain a recovery for the general
unsecured creditors. Contrary to Barclays Bank PLC's suggestion,
the Committee cannot rely on Lazard or its work in representing
the interests of the general unsecured creditors.
Any attempt by Barclays to tie the retention issues to the Final
DIP Order is unwarranted, Ms. Jones asserts. She strikes back
that Barclays seeks to appoint two chief restructuring officers
in order to have its people on the inside. "It seeks to pay
these two chief restructuring officers a floor of $2,500,000 in
fees and bonuses when there is no basis or justification for the
appointment of a chief restructuring officer - other than
Barclays' demand for one."
Ms. Jones points out that through its objection, Barclays seeks
to limit the Committee's ability to retain financial advisors
after the Committee made every effort to negotiate a reasonable
rate for two firms that will provide the Committee the best
possible representation.
About LandSource Communities
LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties. With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.
LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware. Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.
According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt. LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt. LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April. However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.
The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).
LANDSOURCE COMMUNITIES: Panel Justifies Retention of Imperial
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of LandSource Communities Development, LLC, and its debtor-
affiliates asks the U.S. Bankruptcy Court for the District of
Delaware to approve Imperial Capital LLC's retention.
The Committee asks the Court to overrule the Debtors' objection.
The Creditors Committee earlier sought the Court's permission to
retain Imperial Capital and XRoads Solutions Group, LLC as the
panel's co-financial advisors nunc pro tunc, to June 20, 2008.
Imperial Split Work, Fees with Other Fin'l Advisor,
Committee Says
Imperial Capital LLC and XRoads Solutions Group, LLC, will not
duplicate each other's work, Laura D. Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the
Court.
Ms. Jones relates Imperial Capital and XRoads were asked to
formulate a co-financial advisory proposal in order to integrate
certain strengths of both firms:
-- for Imperial, mergers, acquisitions, financing and
valuation.
-- for XRoads, land development, entitlement, and operational
knowledge, and
Based on the Committee's insistence that the fee structure
proposed by each firm not increase as a result of the joint
venture, XRoads and Imperial agreed to split their proposed fees
in half. "The Committee gets the expertise of both firms for the
price of one," Ms. Jones relates.
Ms. Jones maintains that the fees being paid to Imperial Capital
are at, or below, market price.
According to Ms. Jones, Imperial Capital has agreed to modify its
engagement letter to provide for a Section 330 review provided
that the review is not solely based on the hours and compensation
analysis.
The Debtors request that any potential fees that will be paid to
real estate appraisers be deducted from fees for any valuation
report that will be potentially be paid to Imperial Court.
Ms. Jones says that the Court need not reach the issue of whether
a real estate appraisal is the same as a business valuation. "It
is not," she asserts.
Committee to DIP Lenders: We Can't Rely on Lazard
Ms. Jones asserts that Barclays Bank PLC, the administrative
agent to lenders under the DIP Financing Agreement, is not in a
position to estimate the amount of the general unsecured claims
in the Debtors' cases of which certain litigation claims may have
a value in excess of $100,00,000.
In addition, in light of Barclays' and the Second Lien Lenders'
unwillingness to subordinate their deficiency claims to the
payment of the general unsecured creditors, the work of the
Committee is not done, Ms. Jones relates. Moreover, the Debtors
and Barclays have not stipulated that the general unsecured
creditors will be paid in full or that they will receive any
distribution in the Chapter 11 cases.
Ms. Jones asserts that the Committee should not be required to
rely on Lazard Freres & Co. LLC to negotiate on its behalf or to
analyze issues in a way that would benefit the general unsecured
creditors. "The Debtors and the Committee have distinct and, at
times, adverse goals," she avers.
Ms. Jones relates the fact that the Committee cannot rely on
Lazard was demonstrated at the hearing on the Final DIP Order
where Lazard admitted that it had not analyzed the value of the
Valencia Water Company -- the single largest unencumbered asset
of the Debtors. Yet, Lazard supported encumbering the stock of
the Valencia Water Company in connection with the Debtors'
efforts to obtain the DIP Loan. "There is no rational basis for
Barclays' suggestion that the Committee does not need financial
advisors," she adds.
Further, Ms. Jones argues that nothing in the Final DIP Order
provides that the Committee's advisors are not allowed to bill in
excess of any of the reserved amounts to any of the billing
categories. "There is no basis in law pursuant to which a non-
reserve amount allowed fees or success fees should come from the
recoveries of the general unsecured creditors [and] Barclays has
not cited to a single case supporting its assertion," Ms. Jones
adds.
About LandSource Communities
LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties. With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.
LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware. Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.
According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt. LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt. LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April. However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.
The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 10;
http://bankrupt.com/newsstand/or 215/945-7000).
LIBERTY HARBOUR: Moody's Gives Ba3 Rating to $17.3MM Pre-Paid Swap
------------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to
27 Asset-Specific Rate Swaps and one Pre-Paid Swap in the Liberty
Harbour II CDO Ltd. Transaction.
1.) A1 to each of the 27 Asset-Specific Rate Swaps, together
having a combined notional amount of U.S. $781,295,000
2.) Ba3 to the Pre-Paid Swap with a notional amount of U.S.
$17,300,000
The Moody's ratings of the Swaps address the ultimate receipt by
the parties to the Swaps of all amounts due and payable as set
forth in the relevant swap documentation. The analysis of the
ratings also incorporated the rating of the Swap Counterparty,
which in each of the rated swaps is Barclays Capital, the
transaction's legal structure and the characteristics of the
Collateral Debt Securities.
LINENS N THINGS: Outlines Plan to Exit Bankruptcy Early in 2009
---------------------------------------------------------------
Linens Holding Co. and its debtor subsidiaries' Joint Plan of
Reorganization provides that if the U.S. Bankruptcy Court for the
District of Delaware does not declare it effective by January 31,
2009, the Plan will become null and void in all respects. The
Plan also contemplates on the consummation of a $500,000,000 exit
credit facility with still unnamed lenders.
Under the Plan, claims and interests against the Debtors, which
they estimate to an aggregate amount of $1,850,000,000, are
divided into four classified classes, and four types of
unclassified claims.
Linens' existing stock will be canceled and holders of those
interests will receive no recovery under the Plan. Holders of
senior notes and unsecured claims are expected to receive their
pro rata distribution from funds allocated for those claims. The
Debtors did not state the percentage recovery by unsecured
creditors and noteholders but noted that unsecured claimants
would not receive anything in a Chapter 7 liquidation. Holders
of secured claims, administrative claims, including those under
Section 503(b)(9) of the Bankruptcy Code, and DIP-financing
claims will receive full recovery on account of their claims.
The Plan also separately classifies and provides that landlords
who are owed rent or other obligations due under a nonresidential
property lease for May 2, 2008, through May 31, 2008, will
receive full payment for those obligations.
Linens will issue new common stock, and 5-year 12% senior secured
notes in an aggregate amount of $100,000,000 on the effective
date of the Plan.
Holders of senior secured floating rate notes aggregating
$650,000,000 and due 2014, issued pursuant to an indenture dated
as of February 14, 2006, with The Bank of New York, a collateral
agent and trustee, will receive 100% of the new common stock,
subject to dilution for the Management Equity Incentive Plan and
the new warrants issued to general unsecured creditors. The
Senior Noteholders will also receive the first $3,750,000 of
proceeds from avoidance actions.
Holders of general unsecured claims will receive warrants of the
new common stock of New Linens, which will be come exercisable
once the Senior Noteholders receive a recovery equal to 75% of
the principal amount due and owning on the Existing Senior Notes.
Funds allocated for unsecured creditors consist of avoidance
actions in excess of $3,750,000 and other causes of action.
Holders of Sec. 503(b)(9) claims and landlords holding the May
Rent Claims will receive, at the discretion of ad hoc committee
of Senior Noteholders, either shares of the New Linens common
stock or an unsecured note.
Deleveraging the Capital Structure
The Plan provides for a substantial deleveraging of the Debtors'
capital structure through the conversion of:
(1) the senior notes claims, aggregating $650,000,000 of
secured obligations, into approximately 100% of the equity
of the Reorganized Debtors and a $100,000,000 secured note
requiring no payments for the first two years following
the Plan's effective date;
(2) general unsecured claims totaling $1,100,000,000 into
warrants for the acquisition of new common stock; and
(3) material reduction of ongoing occupancy costs through
agreements with numerous of the Debtors' landlords.
The Debtors submit that, as reorganized, they will have a
dramatically improved capital structure and a strong store base.
They believe that the Plan maximizes recoveries for holders of
allowed claims, and strongly recommend that creditors vote to
accept the Plan.
The Debtors also believe that any alternative to confirmation of
the Plan, like liquidation or attempts by another party-in-
interest to file a plan of reorganization, would result in
significant delays, litigation and additional costs, and
ultimately would lower the recoveries for holders of allowed
claims.
Limited Substantive Consolidation
The Plan contemplates a very limited substantive consolidation
solely for purposes of efficiently and effectively confirming and
consummating the Plan. The Debtors believe that consolidation of
the bankruptcy estates is the best option currently available for
them and their creditors as a whole.
The Plan also contemplates all guaranties of the obligations of
any Debtor arising prior to the Effective Date will be considered
eliminated, so that any claim against any Debtor, or guaranty
executed by any other Debtor, will be considered to be one
obligation of the deemed consolidated Debtors. The proposed
consolidation, however, will not affect any liens or other
security interests held by prepetition secured claim holders, or
any transfers or commingling of any assets of any of the Debtors.
The Debtors believe that the facts and circumstances in the
bankruptcy cases strongly favor consolidation because both the
Debtors' customers and suppliers treated the Debtors as a single
business, and did not distinguish between the individual Debtor
entities, among other reasons. The Debtors also point out that
their institutional creditors also viewed them as a whole, and
all prepetition institutional debt was guaranteed by all the
Debtors. They add that the $650,000,000 secured bonds issued by
Linens 'n Things, Inc., and Linens 'n Things Center, Inc., were
jointly and severally guaranteed by all the other Debtors.
Exit Credit Facility
On or prior to the Effective Date, the Debtors will enter into
definitive documentation with respect to an exit credit facility
pursuant to a commitment letter with certain undisclosed parties.
The Exit Credit Facility will have a first lien revolving credit
facility of approximately $500,000,000, including a letter of
credit sub-facility of up to $250,000,000.
Although the Debtors believe that they will be able to obtain the
exit financing on reasonable terms, there can be no assurance
that they will ultimately be able to do so. Therefore, the
Debtors note that there can be no guarantee that the required
Exit Credit Facility amount will have been obtained prior to the
commencement of the Plan's confirmation hearing.
Intercompany Claims, Senior Notes
Equity Interests and New Securities
On the Effective Date:
-- the Reorganized Debtors will, at their sole discretion,
reinstate or compromise intercompany claims;
-- all notes, stock, instruments, certificates, indenture and
other documents evidencing the senior notes claims and
equity interests will be canceled, and the Debtors'
obligations with respect to the notes and interests will be
discharged;
-- the transfer register or ledger maintained by indenture
trustee for the senior notes will be closed, and there will
be no further changes in the record holders of any senior
notes; and
-- the new Linens 'N Things Holding Co. will issue, or reserve
for issuance, all new securities required to be issued
pursuant to the Plan, including the new common stock, the
new warrants, and the new senior notes, without further act
or action under applicable law, regulation, order or rule.
Reorganized Debtors' New Board
As of the Effective Date, the initial board of directors of New
Linens will be composed of four directors appointed by the
Noteholders Committee, and the Reorganized Debtors' chief
executive officer selected by the Noteholders Committee in
consultation with the Debtors and the Creditors Committee.
The Debtors will disclose the identity of the New Board members,
and the nature of any compensation for any member of the New
Board, who is an "insider," in a Plan supplement to be submitted
later.
The directors, managers, officers and members of the remaining
Reorganized Debtors will be appointed by the New Board on the
Effective Date. Other than the new CEO, it is contemplated that
current management will continue as the management of the
Reorganized Debtors, subject to review of the New Board.
The Plan Trust
A plan trust will be created to hold assets for certain
creditors. The Debtors, the Noteholders Committee and the
Creditors Committee will jointly designate a trustee for the
Plant Trust prior to the Confirmation Hearing.
The Debtors will transfer to the Plan Trust certain assets
comprised of $75,000 in cash, and causes of action, excluding
those that are settled, released or enjoined under the Plan. The
Plan Trust Assets will be liquidated and distributed to holders
of allowed senior note claims and allowed general unsecured
claims.
The Plan Trustee, in consultation with a Plan Trust committee,
will have full authority to administer the Plan Trust agreement
to maximize and distribute the Plan Trust Assets, and prosecute
or settle the Assigned Causes of Actions. The Plan Trustee may
also retain professionals as it deemed necessary.
Disputed Claims
The Debtors and the Reorganized Debtors will have the exclusive
authority to file objections, settle, compromise, withdraw or
litigate to judgment objections to any claims. After the
Effective Date, the Reorganized Debtors may settle or compromise
any retained cause of action or claim without any further notice
to or approval of the Court. At the Debtors' behest, the Court
may estimate any contingent or unliquidated claim, regardless of
whether the claim had previous objections.
Except as agreed by the Reorganized Debtors, no partial payments
and no partial distributions will be made with respect to a
disputed claim until the resolution of the disputes by settlement
or final Court order. Any holder of both an allowed claim and a
disputed claim in the same Class of Claims will not receive
payment or distribution in satisfaction of any Allowed Claim.
Conditions Precedent to the Effective Date
The Plan provides that these conditions must be satisfied or
waived prior to the Effective Date:
(a) The Reorganized Debtors' new organizational documents,
which include restated certificates of organization and
new by-laws, will have been delivered or tendered for
delivery, executed, consummated and filed;
(b) The New Board will have been appointed in accordance with
the Plan; and
(c) The Exit Credit Facility will have been consummated.
If the Effective Date does not occur on or before January 31,
2009, or other agreed date, the Plan will be null and void in all
respects, and nothing contained in the Plan or the Disclosure
Statement will (i) constitute a waiver or release of any Cause of
Action or claim, (ii) constitute an admission, acknowledgment,
offer or undertaking in any respect by any party, including the
Debtors, or (iii) otherwise prejudice in any manner the rights of
any party, including the Debtors.
The Debtors will file at a later date certain supplement to the
Plan and Disclosure Statement, which include financial
projections, liquidation analysis, lists of retained and assigned
causes of action, and forms of the Debtors' letters to holders of
senior notes claims and other general unsecured claims.
A full-text copy of the Debtors' Joint Plan of Reorganization is
available for free at:
http://bankrupt.com/misc/LNT_Plan_of_Reorganization.pdf
A full-text copy of the Debtors' Joint Disclosure Statement is
available for free at:
http://bankrupt.com/misc/LNT_Disclosure_Statement.pdf
Apollo Protecting Stake
In November 2005, a group formed by affiliates of Apollo
Management, L.P., National Realty & Development Corp., and Silver
Point Capital Fund Investments, LLC, acquired Linens 'n Things for
an aggregate consideration of approximately $1,300,000,000.
Apollo, et al., financed the acquisition in part by the issuance
of $650,000,000 aggregate principal amount of Senior Secured
Floating Rate Notes due 2014.
Pursuant to the terms of the Plan, Apollo Management, et al.,
will lose their equity interests in Linens 'n Things, and Senior
Noteholders will receive 100% of the stock of the reorganized
company.
Financial News, citing Debtwire, however, reported in May that
Apollo was protecting its equity stake in Linens 'n Things by
buying the retailer's bonds.
"Allegations that Apollo Management is buying the bonds of
Linens 'n Things to better influence the restructuring process is
a good example of a private equity firm injecting capital into the
secondary market to protect its original equity investment and to
gain leverage in enabling the objectives of the creditors and
equity holders to coalesce," Larry Levine, director of corporate
finance at RSM McGladrey, told Financial News.
The absolute priority rule under the Bankruptcy Code provides
that creditors have priority over a company's equity holders.
Shareholders will only receive value after creditors have been
paid. In some Chapter 11 cases, unsecured creditors would obtain
recovery in the form of shares of new stock of the newly emerged
company, and the existing stock would be canceled.
Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007. The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry. Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces. Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.
On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.
The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP. The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC. The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC. The Debtors' claims agent is
Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)
LINENS N THINGS: Classification and Treatment of Claims Under Plan
------------------------------------------------------------------
Except for certain unclassified claims, the Joint Plan of
Reorganization filed by Linens 'N Things and its debtor-affiliates
divides all claims against and equity interests in the Debtors
into four classes:
Estimated
Class Description Recovery Plan Treatment
----- ------------ -------- --------------
1 Other Secured 100% Will receive collateral,
Claims cash, or as required by
the Bankruptcy Code
2 Senior Notes -- Will receive pro rata
Claims share of the senior
notes distribution
3 Gen. Unsecured -- Will receive pro rata
Claims share of the unsecured
creditor distribution
4 Equity Interests 0% No distribution, or
retention of estate
property
Classes 2 and 3, which are impaired, are entitled to accept or
reject the Plan. Class 1, which is unimpaired, is deemed to
accept the Plan, while Class 4 is deemed to reject the Plan.
The Plan also identifies four types of unclassified claims:
(1) Holders of allowed DIP Facility Claims will be paid in
full and in cash, in accordance with the terms of the DIP
Facility. Cash collateral with respect to letters of
credit outstanding on the Effective Date will be provided
in accordance with the terms of the DIP Facility, in full
and final satisfaction of the allowed claims;
(2) Holders of allowed Other Administrative Claims will
receive cash equal to the allowed amount of the claim.
Holders of Administrative Claim that does not waive its
allowed claim pursuant to the Plan, will receive cash, new
common stock or an unsecured note in an amount equal to
the allowed amount of the claim;
(3) Holders of allowed Priority Tax Claims will receive
regular installment payments in cash:
* equal to the allowed amount of the claim, as of the
Effective Date;
* which total value will include simple interest to accrue
on any outstanding balance of the claim starting on the
Effective Date at the rate of interest determined under
applicable non-bankruptcy law; and
* over a period ending not later than 5 years after the
Petition Date; and
(4) Holders of allowed Other Priority Claims will receive one
of these treatments, in the sole discretion of the Debtors
or the Reorganized Debtors:
* full payment in cash of the allowed claims; or
* treatment of the allowed claims in a manner that leaves
the claims unimpaired.
The Debtors estimate that, at the conclusion of the claims
objection, reconciliation and resolution process, the aggregate
amount of allowed claims will be:
Allowed Claim Estimated Amount
------------- ----------------
General Unsecured Claims $1,100,000,000
Senior Notes Claims 669,000,000
Administrative Claims 45,000,000
Priority Tax Claims 38,000,000
Other Secured Claims 1,000,000
Other Priority Claims 100,000
The Debtors tell the Court that the estimates are approximate and
based upon numerous assumptions. They assert that there is no
guarantee that the ultimate amount of claims will conform to the
estimates because numerous claims have been asserted in
unliquidated amounts, and additional claims may be filed or
identified during the claims resolution process.
Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007. The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry. Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces. Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.
On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.
The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP. The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC. The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC. The Debtors' claims agent is
Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.
(Bankruptcy News About Linens 'n Things; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)
L&M VIDEO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: L & M Video Productions, Inc.
dba WMNT TV
P. O. Box 13783
Columbus, OH 43213
Bankruptcy Case No.: 08-58354
Related Information: Earl Murry, president and director, filed
the petition on the Debtor's behalf.
Chapter 11 Petition Date: August 29, 2008
Court: Southern District of Ohio (Columbus)
Judge: C. Kathryn Preston
Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
(gpecf1@sbcglobal.net)
Pettigrew & Associates, LLC
502 South Third Street
Columbus, OH 43215-5702
Tel: (614) 224-1113
Fax: (614) 224-4949
Total Assets: $4,126,350
Total Debts: $1,185,975
A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:
http://bankrupt.com/misc/OHsb08-58354.pdf
LANDAMERICA FINANCIAL: Fitch Rates Senior Debt to 'BB+'
-------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength (IFS)
ratings of LandAmerica Financial Group's (LFG) insurance
subsidiaries to 'BBB+' from 'A-'. Fitch also downgraded LFG's
Issuer Default Rating (IDR) to 'BBB-' from 'BBB' and revised the
Rating Outlook on all ratings to Negative from Stable.
Fitch has downgraded these ratings:
LandAmerica Financial Group, Inc.
-- Long-term IDR to 'BBB-' from 'BBB';
-- Senior debt to 'BB+' from 'BBB-'.
Commonwealth Land Title Insurance Company
Commonwealth Land Title Insurance Company of New Jersey
Land Title Insurance Company of Pasadena
Lawyers Title Insurance Corporation
Title Insurance Company of America
Transnation Title Insurance Company
-- IFS to 'BBB+' from 'A-'.
Fitch believes LFG's consolidated balance sheet fundamentals lag
national peers at a time in the market cycle where risk-adjusted
surplus, financial leverage and reserve redundancy are critical to
financial strength ratings.
LFG's financial leverage is considered high for the rating
category at slightly greater than 30% at June 30, 2008 after
excluding FHLB borrowings at the thrift. LFG renegotiated
covenants with its lenders, allowing a fixed charge coverage ratio
less than 1.5 times (x) for the second- and third quarter-2008
(3Q'08) and stepping up to 1.5x at year-end (YE) 2008 and beyond.
At YE 2007, LandAmerica's RAC ratio, at 110%, was lower than
industry averages of 140% and down significantly from the
company's RAC in 2006 of 158%. The Fitch RAC formula
quantitatively tests capital adequacy for several risks, including
investment risks, reserve adequacy, exposure to large losses,
expense leverage and agency risks.
LFG's statutory reserve release during 3Q'08 will effectively
eliminate the redundancy between statutory reserves and the
actuarial mid-point estimate that favorably impacts the RAC ratio.
Further, Fitch expects no growth in statutory surplus during 2008,
which when coupled with the impact of the reserve release could
translate to a RAC ratio lower than the current 110%.
MANTIFF DAYTON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Mantiff Dayton Hospitality LLC
dba Holiday Inn
c/o Mantiff Management Inc.
387 Passaic Avenue
Fairfield, NJ 07004
Bankruptcy Case No.: 08-26533
Chapter 11 Petition Date: September 1, 2008
Court: District of New Jersey (Newark)
Debtor's Counsel: Joseph J. DiPasquale
Trenk DiPasquale Webster Della Fera &
Sodono P.C.
Suite 300, 347 Mt. Pleasant Avenue
West Orange, NJ 07052
Tel (973) 243-8600
Fax (973) 243-8677
Email jdipasquale@trenklawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/njdb08-26533.pdf
MARSHA RICHARDS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Marsha J. Richards
11795 N Sagebrook Rd.
Tucson, AZ 85737
Bankruptcy Case No.: 08-11371
Chapter 11 Petition Date: July 28, 2008
Court: District of Arizona (Tucson)
Judge: James M. Marlar
Debtor's Counsel: Eric Slocum Sparks, Esq.
(ericssparks@hotmail.com)
Eric Slocum Sparks PC
110 S Church Ave, #2270
Tucson, AZ 85701
Tel: (520) 623-8330
Fax: (520) 623-9157
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A copy of the Debtor's petition, which includes a list of its 11
largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/azb08-11371.pdf
MAPCO EXPRESS: Moody's Cuts CFR to B3; Outlook Negative
-------------------------------------------------------
Moody's Investors Service today downgraded MAPCO Express, Inc.'s
corporate family rating to B3 from B2, with a negative outlook.
The rating downgrade was prompted by weak operating performance,
deterioration in the company's credit metrics, and tight financial
covenant headroom. In particular, for the last twelve month
period ended June 30, 2008, adjusted debt to EBITDA rose to 6.4
times and EBITA to interest expense was 0.8 times -- both levels
which are below Moody's expectations and are more consistent with
a B3 corporate family rating.
The negative rating outlook reflects the possible further negative
impact on operating results from unfavorable economic conditions,
the uncertainty around gasoline profitability, and increasing
competitive pressures. In addition, the negative outlook
recognizes that there is little head room under financial
covenants in the company's bank loan agreement. The covenants
become more restrictive in March 2009, heightening the risk that
the company will need to seek covenant relief from its lenders in
order to avoid a covenant violation.
These ratings were downgraded:
-- Corporate family rating to B3 from B2
-- $50 million secured revolving credit facility due 4/28/2010
to B3 (LGD3, 49%) from B2 (LGD3, 34%)
-- $70 million secured revolving credit facility due 4/28/2010
to B3 (LGD3, 49%) from B2 (LGD3, 34%)
-- $165 million secured term loan due 4/28/2011 to B3 (LGD3,
49%) from B2 (LGD3, 34%)
This rating was affirmed:
-- Probability of default rating at B3
The last rating action on this company was the affirmation of all
ratings in July 2006.
MAPCO Express, Inc, headquartered in Franklin, Tennessee, operates
496 convenience stores in the Southeastern United States. The
Israeli conglomerate Delek Group LTD ultimately owns approximately
80% of the company's equity through Delek US Holdings, Inc.
Revenues for the last 12 months ended June 30, 2008 were
approximately $2 billion.
MIDWEST AIRLINES: Expects New Seating to Generate Millions in Sale
------------------------------------------------------------------
Midwest Airlines said it will begin offering Midwest Class, a new
seating option on its Boeing 717 aircraft: two choices of seating
in the same coach cabin. Passengers can book Midwest Class for
flights on or after October 21, 2008 on the airline's Web site --
http://www.midwestairlines.com,by phone or at check-in.
In a statement, Midwest said "Passengers paying select business
fares will be assigned a Signature seat, if available. Leisure and
sale fares will be assigned a Saver seat, with the option to
request Signature seating for a $25-75 fee based on route and
availability. Customers can also request Signature seating at the
time of check-in, if available."
Katherine Diaz of the Milwaukee Journal Sentinel notes that
Midwest's ability to attract travelers with different price points
is important to maximize revenue. As widely reported, the airline
will cut its route network and work force by 40% next month to cut
costs and avoid a Chapter 11 bankruptcy reorganization.
Randy Smith, Midwest's vice president of sales, said the new
seating plan will increase sales by millions, though less than the
$30 million projected under an original plan to include seat
additions for MD-80 jets. The jets, which had made up about one-
third of the company's fleet, have since been grounded because of
their poor fuel efficiency, according to the report.
Midwest Class features 40 of the airline's extra-wide leather
Signature seats in a two-by-two configuration with 35-36 inches of
legroom, along with 59 newly designed leather Saver seats in a
three-by-two configuration with 32 inches of legroom. The new
seating design provides the greatest percentage of enhanced-
comfort coach seating of any domestic airline.
About Midwest Air
Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest
Airlines, Inc. Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri. Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.
Midwest Airlines and Midwest Connect constitute the company's
segments. It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service. As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.
Its subsidiaries provide aircraft charter services, transport air
freight and mail. The company has a total of more than 3,000
workers.
As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.
MILLENNIUM TRANSIT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Millennium Transit Services, LLC
42 Earl Cummings Loop West
Roswell, NM 88203
Bankruptcy Case No.: 08-12848
Type of Business: The Debtor is a bus manufacturer.
Chapter 11 Petition Date: August 29, 2008
Court: New Mexico (Albuquerque)
Judge: Mark B. McFeeley
Debtor's Counsel: David T. Thuma, Esq.
Jacobvitz, Thuma & Walker, P.C.
500 Marquette Avenue NW, Suite 650
Albuquerque, NM 87102-5309
Tel: (505) 766-9272
Email: mhyman@jtwlawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
James A. Ludvik Trade Debt $16,000,000
3900 South Teller Street
Lakewood, CO 80235
Texas A&M University Trade Debt $1,260,000
702 University Drive
Building E
College Station, TX 77843-1250
Wagner Power Systems Trade Debt $566,390
P.O. Box 25007
Albuquerque, NM 87125
Hi-Grade Welding & Manufacturing Trade Debt $431,550
300 Bond Street
Elk Grove Village, IL 6007
Republic Die & Tool Trade Debt $397,071
45000 Van Born Road
Belleville, MI 48112-0039
Barnes Distribution Galleria Trade Debt $355,025
& Tower at Erieview
1301 E 19th Street, Suite 700
Cleveland, OH 60055
Parkway Metal Products, Inc. Trade Debt $300,000
130 Rawls Road
Des Plains, IL 60018
Thermo King Corp Trade Debt $285,500
314 W 90th Street Trade Debt $285,500
Minneapolis, MN 55420
Ricon Corporation Trade Debt $192,193
DTH Enterprises Trade Debt $147,000
CBIZ Accounting One Boulder Trade Debt $143,693
New Mexico Manufacturing LLC Trade Debt $140,126
Fiber Pad, Inc. Trade Debt $137,107
I/O Controls Corp. Trade Debt $133,448
AF Friedrichshafen AG Trade Debt $130,350
TCS Industries, Inc. Trade Debt $104,681
Hydraulic Tubes & Fittings Inc Trade Debt $95,107
Metalcraft Industries, Inc. Trade Debt $82,065
Hadley Products Corp Trade Debt $79,459
Tenneco Automotive 1 Trade Debt $78,226
International
ML-CFC COMMERCIAL: S&P Lowers Classes P, Q Ratings to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from ML-
CFC Commercial Mortgage Trust 2006-4. In addition, S&P affirmed
its ratings on the 18 remaining classes from this series.
The downgrades reflect credit concerns with 22 of the 37 loans in
the pool that have reported debt service coverage (DSC) below
1.0x. The downgrades also reflect credit concerns with three loans
($12.3 million) that will have DSCs below 1.0x when their initial
interest-only (IO) periods end and anticipated credit support
erosion upon the eventual resolution of two of the four specially
serviced assets in the pool.
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
There are 37 loans in the pool totaling $691.2 million (15%) with
reported DSCs that are lower than 1.0x. The loans are secured by a
variety of property types with an average balance of $18.7
million. These loans have seen an average decline in DSC of 28%
since issuance. The 22 loans that are credit concerns are secured
by a variety of property types and have experienced a combination
of declining occupancy and higher operating expenses. The
remaining loans have significant debt service reserves or are in
various stages of renovation or lease-up, and S&P expects the net
cash flow available for debt service for these loans to improve in
the future. In addition, there are five loans in the pool ($53.6
million) that will have DSCs below 1.0x when their initial IO
periods end in three to 39 months; S&P is concerned with three of
these loans. The loans are secured by multifamily, retail, and
self-storage properties with an average balance of $4.1 million.
These loans do not have debt service reserves in place.
Four assets ($36.4 million balance) are with the special servicer,
LNR Partners Inc. (LNR); details are:
-- The Mammoth Airport Business Park loan has a balance of
$22.5 million and additional advances, including interest thereon,
totaling $228,402. The loan is secured by the fee interest in a
273,394-sq.-ft. office property in Las Vegas, Nev. The loan was
transferred to LNR on July 21, 2008, after the borrower requested
forbearance. The loan is 30-plus-days delinquent. Standard &
Poor's expects that the resolution of the asset will result in a
minimal loss.
-- The Walk at John's Creek loan has a balance of $10.7
million and additional advances, including interest thereon,
totaling $336,783. The loan is secured by a 43,112-sq.-ft. retail
property in Duluth, Ga. The loan is currently 90-plus-days
delinquent and was transferred to LNR on April 10, 2008, due to
monetary default. There is a $2.7 million appraisal reduction
amount (ARA) in effect on the asset; however, LNR has ordered a
new appraisal and will likely amend the ARA once the new appraisal
is finalized. There is a foreclosure sale scheduled for early
September, and Standard & Poor's expects the resolution of the
asset to result in a moderate loss.
-- The Rib Mountain Shopping Center asset has a total
exposure of $2.5 million and is secured by a 21,930-sq.-ft. retail
property in Wausau, Wis. The asset was transferred to LNR on Aug.
16, 2007, due to monetary default and is in foreclosure. The
property was appraised for $2.9 million in February 2008, and
Standard & Poor's expects the resolution of the asset to result in
a minimal loss.
-- The Post Whiting Center asset has a total exposure of
$931,830 and is secured by an 8,038-sq.-ft. office property in
Stevens Point, Wis. The asset was transferred to LNR on Aug. 16,
2007, due to monetary default and is in foreclosure. The property
was appraised for $900,000 in February 2008, and there is a
$119,789 ARA in effect on this asset. Standard & Poor's expects
the resolution of the asset to result in a moderate loss.
As of the Aug. 12, 2008, remittance report, the collateral pool
consisted of 277 loans with an aggregate trust balance of $4.50
billion, compared with the same number of loans totaling $4.52
billion at issuance. The master servicers, Midland Loan Services
Inc. (Midland) and Wells Fargo Bank N.A. (Wells Fargo), reported
financial information for 98% of the pool. Ninety-seven percent of
the servicer-provided information was full-year 2007 data.
Standard & Poor's calculated a weighted average DSC of 1.32x for
the pool, down from 1.34x at issuance. There is one 30-days
delinquent loan, one 90-plus-days delinquent loan, and two assets
in foreclosure in the pool, all of which are with LNR and
discussed above. The trust has not experienced any losses to date.
The top 10 loans have an aggregate outstanding balance of $1.577
billion (35%) and a weighted average DSC of 1.23x, down from 1.32x
at issuance. Standard & Poor's reviewed property inspections
provided by the master servicer for eight of the assets underlying
the top 10 exposures. One property was characterized as
"excellent," while the remaining properties were characterized as
"good."
Midland and Wells Fargo reported a watchlist of 24 loans ($671.0
million, 15%). The First Colony Mall loan ($190.5 million, 4%) is
the largest loan on the watchlist and the fourth-largest exposure
in the pool. The loan is secured by 505,371 sq. ft. of a
1,130,648-sq.-ft. regional mall in Sugarland, Texas. The loan
appears on the watchlist because the property reported a DSC of
0.90x and 97% occupancy for the year ended Dec. 31, 2007. Free
rent concessions for some tenants that have since expired had a
negative impact on DSC. We expect DSC to improve this year,
although we don't believe it will reach its level at issuance. In
addition, the loan has a maturity date of Oct. 1, 2011, and
Standard & Poor's has concerns about the loan's potential
refinance risk.
"The Pinnacle Hills Promenade loan ($140.0 million, 3%) is the
second-largest loan on the watchlist and the fifth-largest
exposure in the pool. The loan is secured by a 583,525-sq.-ft.
lifestyle center in Rogers, Ark. The loan appears on the watchlist
because the property reported a DSC of 0.88x and 96% occupancy for
the year ended Dec. 31, 2007. The property was built in 2006.
Leases signed for lower rents than we anticipated at issuance had
a negative impact on DSC. We expect DSC to improve this year,
although we do not believe it will reach its level at issuance. In
addition, the loan has a maturity date of Dec. 8, 2011, and
Standard & Poor's has concerns about the loan's potential
refinance risk," S&P says.
The Central Park Shopping Center loan ($125.0 million, 3%) is the
third-largest loan on the watchlist and the sixth-largest exposure
in the pool. The loan is secured by a 665,200-sq.-ft. retail
property in Fredericksburg, Va. The loan appears on the watchlist
because the property reported a DSC of 1.02x for the year ended
Dec. 31, 2007, and the master servicers believed the Linens 'n
Things Inc. store at the property was scheduled to be closed. The
store will remain open at the property, and the loan will be
removed from the watchlist next month.
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis. The
resultant credit enhancement levels support the lowered and
affirmed ratings.
RATINGS LOWERED
ML-CFC Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates
Rating
Class To From Credit enhancement (%)
----- -- ---- ----------------------
J BB+ BBB- 3.01
K BB BB+ 2.64
L BB- BB 2.51
M B BB- 2.01
N B- B+ 1.88
P CCC+ B 1.51
Q CCC B- 1.38
RATINGS AFFIRMED
ML-CFC Commercial Mortgage Trust 2006-4
Commercial mortgage pass-through certificates
Class Rating Credit enhancement (%)
----- ------ ----------------------
A-1 AAA 30.14
A-2 AAA 30.14
A-2FL AAA 30.14
A-3 AAA 30.14
A-1A AAA 30.14
A-SB AAA 30.14
AM AAA 20.10
AJ AAA 11.68
AJ-FL AAA 11.68
B AA+ 11.43
C AA 9.67
D AA- 8.92
E A 7.41
F A- 6.53
G BBB+ 5.40
H BBB 4.40
XP AAA N/A
XC AAA N/A
N/A -- Not applicable.
MULBERRY STREET: Fitch Cuts 1 & Removes 2 Note Classes from RWN
---------------------------------------------------------------
Fitch downgrades one class and removes from Rating Watch Negative
two classes of notes issued by Mulberry Street CDO II Ltd./Corp.
These rating actions are effective immediately:
-- $27,693,650 class A-1U notes affirmed at 'CCC' and removed
from Rating Watch Negative;
-- $73,500,000 class A-2 notes downgraded to 'C' from 'CC' and
removed from Rating Watch Negative;
-- $4,142,000 class B-F notes remain at 'C';
-- $39,745,985 class B-V notes remain at 'C';
-- $7,383,250 class C notes remain at 'C'.
The downgrade is a result of collateral deterioration within the
portfolio, specifically in subprime residential mortgage-backed
securities.
Mulberry Street II is a cash flow structured finance
collateralized debt obligation that closed on June 26, 2003, and
is managed by Clinton Group, Inc. Based on par values from the
Aug. 5, 2008, trustee report, defaulted securities comprise 27.9%
of the portfolio. An event of default notice was sent to
noteholders on April 28, 2008, as a result of the class A-1
overcollateralization ratio dropping below 102%. As of the
Aug. 5, 2008 trustee report, the class A-1 OC ratio was 90.2%.
After the occurrence of an Event of Default, all principal and
interest proceeds have been redirected to pay timely interest due
to the class A-1A, A-1B, A-1U and A-1W notes, followed by the
reduction of the principal balances of such classes until paid in
full. As a result of this redirection, the class A-2 notes are no
longer receiving timely interest payments and are not expected to
receive future principal repayments.
The class A-1A, A-1B and A-1W notes benefit from a financial
guaranty insurance policy provided by MBIA Insurance Corp. The
ratings of these classes of notes were withdrawn by Fitch on
June 26, 2008, concurrent with Fitch's withdrawal of the insurer
financial strength rating of MBIA. The ratings of the class A-1U
and A-2 notes address the timely receipt of scheduled interest
payments and the ultimate receipt of principal as per the
transaction's governing documents. The ratings on the class B-F,
B-V and C notes address the ultimate receipt of interest payments
and ultimate receipt of principal as per the transaction's
governing documents.
Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.
MYSTIQUE ENERGY: June 30 Balance Sheet Upside-Down by C$1.3MM
-------------------------------------------------------------
Mystique Energy Inc.'s balance sheet at June 30, 2008, showed
total assets of C$684,126 and total liabilities of C$2,043,892,
resulting in shareholders' deficit of C$1,359,766.
Financial results for the three months ended June 30, 2008,
include:
-- Cash flow for the three months ended June 30, 2008, was
C$47,800 compared to C$1,431,500 for the same period of 2007.
-- Net earnings for the three months ended June 30, 2008, was
C$43,700 compared to a net loss of C$1,464,100 for the
second quarter of 2007.
Headquartered in Alberta, Canada, Mystique Energy Inc. (MYS:TSX
Venture) -- http://www.mystiqueenergy.ca/-- is a junior oil and
gas company that had focused on exploration and development of
petroleum and natural gas reserves, with production in western
Alberta.
NA FLASH: 10th Circuit Blocks Preferential Suit Against Palmetco
----------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit affirmed a lower
court decision in the bankruptcy cases of N.A. Flash Foundation,
Inc., refusing to avoid alleged preferential transfers. The Fifth
Circuit held that the creditor in the case would have received the
same amount in a hypothetical Chapter 7 proceeding as a result of
Texas construction trust fund law as it did in the allegedly
preferential transfers.
NA Flash is a contractor who works directly with property owners
to make concrete foundations for houses. Palmetco, Inc., is a
supplier of re-enforcing steel, which is used by builders in the
foundations of buildings. Palmetco was a subcontractor on many of
NA Flash's projects.
In October 2003, NA Flash made three transfers of money to
Palmetco in payment of debts that NA Flash owed:
$5,710.50 on October 3, 2003;
$10,000.00 on October 6, 2003; and
$24,100.00 on October 20, 2003.
The payments totaled $39,810.50.
The first two transfers were made by cashier's checks drawn on NA
Flash's general operating account, and the third transfer was made
when NA Flash endorsed a check from Paradise Homes over to
Palmetco. Upon receipt of the checks, Palmetco released its
materialman's liens on various properties and refrained from
filing materialman's liens on other properties.
On December 29, 2003, NA Flash filed for Chapter 7 bankruptcy
before the United States Bankruptcy Court for the Western District
of Texas. NA Flash's bankruptcy trustee, John Patrick Lowe, filed
a lawsuit against Palmetco to recover the three transfers. The
Trustee alleged that he could avoid the transfers because they
were preferential transfers under 11 U.S.C. Section 547(b).
The parties stipulated that the transfers were (1) made for the
benefit of Palmetco, (2) on account of an antecedent debt, (3)
while NA Flash was insolvent, and (4) within 90 days of NA Flash's
Chapter 7 petition. The parties could not agree on whether the
transfers were "of an interest of the debtor [NA Flash] in
property" and whether the transfers enabled Palmetco to receive
more than it would have received if the transfers had not been
made, the case had been filed under Chapter 7, and Palmetco had
received payment in accordance with the eventual distribution.
The bankruptcy court held a short hearing on May 24, 2005, and
heard testimony from the Trustee, the president of Palmetco, and
Palmetco's attorney. The testimony indicated that, because of the
transfers, Palmetco received 100% of what it was owed, while the
unsecured creditors were going to receive five cents on the
dollar. Palmetco defended the transfers under Texas law regarding
materialman's liens and construction trust funds. Palmetco's
president testified that it was Palmetco's usual practice to
follow all of the requirements for perfecting a materialman's lien
under Texas law whenever NA Flash was late on its payments.
Palmetco's president also testified that Palmetco was typically
able to recover 100% of the money that it was owed whenever it
used the lien procedures.
The bankruptcy court then took the matter under advisement. On
June 28, 2005, the bankruptcy court issued its decision orally and
made several findings of fact, ultimately deciding that the
Trustee had failed to demonstrate a preferential transfer because
Palmetco would have received the same amount in a bankruptcy
proceeding through either a materialman's lien or a construction
trust fund.
The Trustee appealed to the District Court for the Western
District of Texas. The district court held that Palmetco would
have received the same amount of money under a construction trust
fund theory, but not under a materialman's lien theory.
The Fifth Circuit notes that although the district court styled
its order as affirming in part, reversing in part, and remanding,
the order was essentially an affirmance as it left the bankruptcy
court's judgment intact.
In a 10-page decision, the Fifth Circuit noted that both the
bankruptcy court and the district court used the construction
trust fund concept to conclude that Palmetco would have received
the same amount in a hypothetical Chapter 7 proceeding as it did
from the allegedly preferential transfers. In a hypothetical case,
according to the Fifth Circuit, NA Flash would be required to hold
the amounts received from property owners in trust for its
subcontractors on those projects, including Palmetco, or face
criminal liability for misuse of trust funds. Therefore, in the
hypothetical bankruptcy proceeding, where the court is to presume
everyone will act reasonably, NA Flash would have held any
payments it received on Palmetco projects between October 2003
-- when the transfers hypothetically never took place -- and
December 29, 2003 -- the date of the bankruptcy -- in trust for
Palmetco; otherwise, NA Flash would have faced criminal liability.
The trust funds would have given Palmetco a priority claim to the
funds in the subsequent bankruptcy proceeding.
The Chapter 7 Trustee argued that Palmetco conceded that it could
not prove a construction trust fund theory and that the district
court refused to make a finding on whether a construction trust
fund theory would apply in this case. The Trustee errs, though, by
conflating two areas in which construction trust funds and
preferential transfers intersect.
According to the Fifth Circuit, construction trust funds can be
used in a hypothetical Chapter 7 proceeding to demonstrate that
Palmetco would have received the same amount in a bankruptcy case
as it did from the allegedly preferential transfers.
NAUTILUS RMBS: Fitch Cuts Ratings & Removes RWN on 7 CDO III
------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative seven
classes of notes issued by Nautilus RMBS CDO III Ltd/LLC. These
rating actions are effective immediately:
-- $245,817,241 class A-1S to 'CCC' from 'AAA';
-- $44,177,714 class A-1J to 'C' from 'AAA';
-- $32,653,093 class A-2 to 'C' from 'A+';
-- $13,925,584 class A-3V to 'C' from 'BBB';
-- $3,841,540 class A-3F to 'C' from 'BBB';
-- $15,846,354 class B to 'C' from 'BB';
-- $4,801,925 class C to 'C' from 'B+' .
Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A and subprime
residential mortgage-backed securities.
Nautilus III is a static cash flow collateralized debt obligation
that closed on July 12, 2006 and is managed by RCG Helm LLC.
Presently, 34.5% of the portfolio consists of U.S. prime RMBS,
56.1% Alt-A RMBS and 9.4% subprime RMBS.
Since Nov. 21, 2007, approximately 46.3% of the portfolio has been
downgraded with 10.5% of the portfolio currently on Rating Watch
Negative. Of the portfolio, 51.5% is now rated below investment
grade, with 1.91%, 23.01% and 6.65% of prime, Alt-A and subprime
RMBS rated 'CCC+' or below, respectively. Overall, 48.8% of the
assets in the portfolio now carry a rating below the rating
assumed in Fitch's November 2007 review.
The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers. As of the trustee report dated July 31,
2008, the senior OC ratio was 96.4%, the class A-3 OC ratio was
91.4% and the class B OC ratio was 87.3%. Fitch received notice
that the senior OC ratio fell below 91.8% on Aug. 7, 2008 which
caused an Event of Default (EOD) to occur. As a result of the
EOD, the controlling class, currently the class A-1S notes, and
each hedge counterparty have elected to accelerate the notes and
direct the sale and liquidation the portfolio. The liquidation is
expected to be completed by October 2008.
Proceeds from the sale of the collateral will be first used to pay
administrative fees and hedge termination payments, followed by
interest and principal distributions to the class A-1S notes.
Fitch expects that the proceeds from the liquidation of the
collateral will be insufficient to pay the class A-1S notes in
full. The remaining classes are not expected receive interest or
principal distributions going forward. The downgrades to the
rated notes reflect Fitch's updated view of the default risk
associated with each of the notes.
NAUTILUS RMBS: Fitch Downgrades 8 Classes of CDO IV; Resolves RWN
-----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
eight classes of notes issued by Nautilus RMBS CDO IV, Ltd/LLC.
These rating actions are effective immediately:
-- $377,821,782 class A-1S notes to 'B' from 'AAA';
-- $69,651,955 class A-1J notes to 'CCC' from 'AAA';
-- $51,271,578 class A-2 notes to 'CC' from 'AA';
-- $28,054,259 class A-3 notes to 'C' from 'BBB';
-- $20,073,306 class B-V notes to 'C' from 'BB';
-- $5,804,330 class B-F notes to 'C' from 'BB';
-- $15,478,212 class C-V to 'C' from 'B+';
-- $3,869,533 class C-F to 'C' from 'B+'.
Fitch's rating actions reflect the credit deterioration within the
portfolio and underlying exposure to Alternative-A and subprime
residential mortgage-backed securities.
Nautilus IV is a static cash flow collateralized debt obligation
that closed on March 15, 2007, and is managed by RCG Helm LLC.
Presently, 38.5% of the portfolio consists of U.S. prime RMBS,
53.8% Alt-A RMBS and 7.7%% subprime RMBS.
Since Nov. 21, 2007, approximately 45.8% of the portfolio has been
downgraded with 8.6% of the portfolio currently on Rating Watch
Negative. Of the portfolio, 54.3% is now rated below investment
grade, with 1.95%, 25.26% and 6.87% of prime, Alt-A and subprime
RMBS rated 'CCC+' or below, respectively. Overall, 47.4% of the
assets in the portfolio now carry a rating below the rating
assumed in Fitch's November 2007 review.
The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective triggers. As of the trustee report dated July 31,
2008, the Senior OC ratio was 91.2%, the class A-3 OC ratio was
86.4% and the class B OC ratio was 82.3%. As a result of the
senior OC test failure, interest proceeds remaining after paying
class A-2 interest are being diverted to pay class A-1S principal
and will continue to do so until the senior OC test is cured. The
class A-3, B and C notes are currently deferring interest and are
not expected to receive interest or principal proceeds going
forward. The downgrades to the rated notes reflect Fitch's
updated view of the default risk associated with each of the
notes.
NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3
-----------------------------------------------------------------
Fitch Ratings has downgraded these sub-classes of Newport Waves
CDO Series 3 and removed the notes from Rating Watch Negative.
These rating actions are effective immediately:
-- CLP2,589,500,000 sub-class A6-CLP credit-linked notes due
2017, to 'BBB-' from 'A';
-- CLP5,401,000,000 sub-class A7-CLP credit-linked notes due
2017, to 'BB+' from 'A-'.
The actions reflect Fitch's view on the credit risk of the rated
notes after the release of its new corporate CDO rating criteria.
Key drivers of this transaction's credit risk include portfolio
migration risk, with 5% of the portfolio currently on Rating Watch
Negative and 21% of the portfolio with a Negative Outlook. Fitch
also notes the industry concentration of 34.5% in the
underperforming sector of banking & finance.
The portfolio has experienced negative rating migration, resulting
in an average portfolio quality of 'BBB' compared to 'A-/BBB+' at
the closing date in April 2007. Since the notes were placed on
Rating Watch Negative in May 2008, 12.3% of the portfolio has
experienced further downgrades. In addition, 7.8% of the
portfolio carries a rating below investment grade. This compares
to current credit enhancement levels of 5.2% and 4.9% for sub-
classes A6-CLP and A7-CLP, respectively.
As per Fitch's May 14 press release, the Rating Watch Negative
status indicated a possible downgrade to the 'BBB' category for
sub-class A6-CLP and the 'BB' category for sub-class A7-CLP if
there were no significant changes prior to a resolution of the
Watch status. Since then, Pacific Investment Management Company
LLC, as portfolio manager, executed substitutions on the reference
portfolio, replacing 12 obligors with 11 obligors (approximately
8% of the portfolio) of higher credit quality. However, key
drivers of credit risk remained relatively unchanged, as the
portfolio has experienced further downgrades, causing the overall
credit profile of the sub-classes to be maintained.
Newport Waves CDO (the issuer) is a managed synthetic
collateralized debt obligation referencing a portfolio of
primarily investment grade corporate obligations. At close,
proceeds from the issuance of the notes were used to enter into a
guaranteed investment contract with MBIA Inc., which is insured by
MBIA Insurance Corp., to collateralize the credit default swap
between the issuer and Bear Stearns Credit Products Inc., whose
obligations are guaranteed by Bear Stearns Companies, LLC (rated
'AA-/F1+' by Fitch). Additional collateral has been posted and is
marked to market on at least a weekly basis to maintain collateral
levels required by the investment agreement. The portfolio is
managed by PIMCO (investment grade corporate CDO asset manager
rating of 'CAM1-' by Fitch).
Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions. As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purposes by two and one notches, respectively. Fitch has
previously noted that its review will be focused first on ratings
most exposed to risks it has highlighted in its updated criteria.
Consequently, Fitch placed the notes on Rating Watch Negative on
May 14. As indicated, resolution of the Rating Watch Negative
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio. In this case, the
manager executed trades in the portfolio.
NIR DIAGNOSTICS: June 30 Balance Sheet Upside-Down by C$2.3MM
--------------------------------------------------------------
NIR Diagnostics Inc.'s balance sheet at June 30, 2008, showed
total assets of C$588,000 and total liabilities of C$2,932,000,
resulting in a shareholders' deficit of C$2,344,000
NIR Diagnostics reported its operational and financial results for
the six-month period ended on June 30, 2008.
For the three-month period ended June 30, 2008, the company
incurred a net loss from operations of C$899,000 compared with a
net loss of C$783,000 for the three-month period ended June 30,
2007. For the six-month period ended June 30, 2008, the company
incurred a net loss of C$1,667,000 compared with a net loss of
C$1,724,000 for the corresponding period last year.
Revenue for the three-month and six-month periods ended June 30,
2008, was C$49,000 and C$73,000, compared with C$31,000 and
C$105,000 for the corresponding periods in 2007. During the
second quarter, NIR Diagnostics generated 30,000 in revenue from
initial product sales of HemoNIR(TM) in Europe by its distribution
partner.
As of June 30, 2008, the company had cash and cash equivalents
totaling C$294,000 to fund ongoing cash requirements of the
business. Subsequent to the end of the quarter the company
completed a loan financing which provided new capital of
C$256,000. The company will require additional funds during the
third quarter 2008 to continue operations.
About NIR Diagnostics
Based in Ontario, Canada, NIR Diagnostics Inc. (TSX Venture: NID)
-- http://nirdiagnostics.com/-- is an innovator in the
development of near-infrared, spectroscopic medical diagnostics.
The company has a portfolio of optical, electronic and algorithm
related patents in the field of in-vitro and in-vivo blood
analysis.
NORTHWESTERN CORP: Discloses Results of Surplus Distribution
------------------------------------------------------------
NorthWestern Corp., the parent company of utility NorthWestern
Energy, disclosed Thursday the results of distributing the surplus
in an unsecured creditors' reserve account established in
connection with the company's 2004 Chapter 11 bankruptcy
reorganization, ArgusLeader.com reports.
Creditors who did not elect to take their pro rata share in the
form of stock will receive their share of the surplus distribution
in cash from about 1.1 million shares of NorthWestern stock held
in the creditors' reserve.
Creditors who elected to take their portion of the surplus in
stock accounted for 1.2 million shares of NorthWestern stock.
NorthWestern expects to complete the surplus distribution by next
month.
NorthWestern also has said it plans to complete its previously
disclosed 3.1 million share buy-back program by Dec. 31. It plans
to acquire 1.2 million shares to complete the buy-back program.
About NorthWestern Energy
Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska. The Debtor filed for Chapter 11
petition on Sept. 14, 2003 (Bankr. D. Del. Case No. 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig LLP, and Jesse
H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, represent the Debtor in its
restructuring efforts. Kurtzman Carson Consultants LLC serves as
the Debtor's notice and claims agent.
NorthWestern filed a plan of reorganization and disclosure
statement with the U.S. Bankruptcy Court for the District of
Delaware. The Court confirmed the Plan on Oct. 8, 2004, and the
Court's order was entered on Oct. 20, 2004. On Nov. 1, 2004,
NorthWestern's plan of reorganization became effective and the
company emerged from Chapter 11.
NRG LTD: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: NRG, LTD
22045 South Highway 550
Montrose, CO 81403
Bankruptcy Case No.: 08-23049
Chapter 11 Petition Date: August 27, 2008
Court: District of Colorado (Denver)
Judge: A. Bruce Campbell
Debtor's Counsel: Lee M. Kutner
(lmk@kutnerlaw.com)
303 East 17th Avenue, Suite 500
Denver, CO 80203
Tel: (303) 832-2400
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
The Debtor's list of its largest unsecured creditors is available
for free at http://bankrupt.com/misc/COb08-23049.pdf
OWENS CORNING: Transfer of Y. Cox's Case to Michigan Approved
-------------------------------------------------------------
Judge John Fullam of the United States District Court for the
Eastern District of Pennsylvania withdrew the reference of
proceedings related to Claim No. 2853 filed by Yvonne Cox for
$1,141,900 to the U.S. District Court for the District of
Delaware.
Claim No. 2853 is a personal injury claim allegedly arising from
injuries Ms. Cox sustained while working at the Debtors'
manufacturing plant in Grand Rapids, Michigan. Ms. Cox was an
employee of Commercial Cleaning Company, which was contracted by
the Debtors to perform cleaning services at their Grand Rapids
plant.
The proceedings related to Claim No. 2853 was docketed in the
Delaware District Court as Civil Action No. 07-714, Owens Corning
et al., as plaintiff, and Mr. Cox as defendant.
Ms. Cox subsequently asked Judge Fullam to transfer the venue of
the Civil Action from the Delaware District Court to the U.S.
District Court for the Western District of Michigan.
Ms. Cox's counsel, William A. Hazeltine, D. Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware,
asserted before Judge Fullam that since Ms. Cox is a resident of
the City of Granville, Michigan, the injuries she sustained made
traveling between Delaware and Michigan difficult for her. Mr.
Hazeltine added that the travel between Delaware and Michigan was
financially burdensome for Ms. Cox because she would pay for her
counsel's traveling expenses to Delaware if she had to attend the
claim trial in Delaware.
Mr. Hazeltine further argued that substantially all the witness
for the trial were located in Michigan and would likely be beyond
the Delaware District Court's subpoena power. Moreover, he said,
all the books and records necessary for the trial were in
Michigan, which would make discovery less costly as compared to
Delaware.
In addition, Mr. Hazeltine avers, the Debtors are large
corporations with no significant physical contacts to Delaware
and their headquarters is located in Toledo, Ohio, which is
closer to Michigan than to Delaware.
The Debtors informed the Delaware District Court that they do not
oppose Ms. Cox's' venue transfer request of the Civil Action to
the Michigan District Court.
Accordingly, Judge Fullam granted Ms. Cox's venue transfer
request.
Y. Cox Seeks $75,000 Judgment
In a stipulation approved by Judge Ellen S. Carmody of the U.S.
District Court for the Western District of Michigan, the Debtors
consented to Yvonne Cox's filing of a complaint against them in
the Michigan District Court. The Complaint is designated Civil
Action No. 08-00102.
Under the Complaint, Ms. Cox relates that she sustained injuries
while working at the Debtors' plant in Grand Rapids, Michigan.
On Ms. Cox's behalf, R. Kevin Thieme, Esq., in Grand Rapids,
Michigan, asserts that Ms. Cox's injuries are results of the
Debtors' negligent practices at the plant. Ms. Cox maintains
that she sustained serious and permanent at the Debtors' plant
when one of the Debtors' employees pushed a large Styrofoam block
that struck her while she was walking in an aisle.
Mr. Thieme contends that the Debtors did not train their
employees to watch and identify for any people known to be
walking within the plant before those employees push or kick over
large Styrofoam blocks Furthermore, Mr. Thieme says, the Debtors
did not use appropriate alarm systems in the plant to alert
people that large Styrofoam blocks were being kicked or pushed
over in the pedestrian walkways. The Debtors' employees would
push the blocks in a careless manner, causing the blocks to fall
outside of safety lines where pedestrian traffic would occur, he
notes.
Accordingly, Ms. Cox asks the Michigan District Court to award
them more than $75,000 in damages against the Debtors, plus
interests, costs, and attorney's fees. Ms. Cox also seeks a jury
trial.
Debtors Reply
The Debtors ask the Michigan District Court to dismiss Ms. Cox's
Complaint.
On the Debtors' behalf, Ronald Wagner, Esq., at Kitch Drutchas
Wagner Valitutti & Sherbrook, in Detroit, Michigan, maintains
that although Ms. Cox's injuries were caused by a Styrofoam
block, the Debtors' employees performed their job duties in a
non-negligent manner; are properly trained; and followed all
safety requirements while working at the plant.
Mr. Wagner insists that it was Ms. Cox who failed to adhere to
verbal warnings from the Debtors' employees and from an audio
alarm that a Styrofoam block was being prepared to be moved. Mr.
Wagner says Ms. Cox failed to walk in the proper and safe
location in the facility and failed to follow safety procedures.
Mr. Wagner adds that after the accident happened, Ms. Cox failed
to follow the Debtors' recommendation to be taken by ambulance to
a health care facility to minimize her injuries. Instead, Ms.
Cox agreed to be taken to a hospital in a vehicle that was not an
ambulance.
Therefore, the Debtors believe that Ms. Cox was more than %50 at
fault for the injuries she sustained, she should not be entitled
to non-economic damages, and any recovery to her should be
diminished in whole or in part.
Agreed Deadlines
In a separate filing, the Debtors and Ms. Cox submitted to the
Michigan District Court a joint status report on the pending
Complaint. Under the Joint Status Report, the parties state that
they agree to set August 23, 2008, as the deadline for the filing
of all joinder motions to Civil Action No. 08-00102 and for the
filing of all motions to amend pleadings.
Ms. Cox expects to furnish the names of her expert witnesses by
August 23, while the Debtors aim to furnish the names of their
expert witnesses no later than September 23.
The parties agree to set June 23, 2008, as the deadline for:
(a) Ms. Cox to provide medical records directly to the Debtors
or for the Debtors to provide her with specific medical
providers and for Ms. Cox to provide medical authorizations
to those medical providers;
(b) Ms. Cox to provide the Debtors with current photographs of
injuries scarring and, if requested, past photographs of
injuries;
(c) Ms. Cox to provide the Debtors with tax returns or tax
authorization forms that she has signed;
(d) the Debtors to provide Ms. Cox with copies of any contracts
between the Debtors and her employer and copies of any
material given to Ms. Cox' s employer or by her to the
Debtors;
(e) the Debtors to give Ms. Cox any accident reports that they
or any of their employees filled out regarding her
accident; and
(f) the Debtors to provide Ms. Cox with any pictures they have
taken at the scene of the accident.
Ms. Cox and the Debtors don't contemplate dispositive motions at
present time. No settlement negotiations are ongoing due to the
ongoing discovery in the case. Facilitative mediation sessions
between the parties have been continued to January 20, 2008.
Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems. The company has operations in 26 countries.
The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837). Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors. Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors. James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames. Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.
On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware confirming Owens Corning's
Sixth Amended Plan of Reorganization. The Plan took effect on
Oct. 31, 2006, marking the company's emergence from Chapter 11.
Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates. Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open. The Court is set to rule on the
request on Sept. 3.
(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc., Issue No. 174, http://bankrupt.com/newsstand/or
215/945-7000)
PCG SUMMIT LAKELINE: Files for Chapter 11 to Avoid Foreclosure
--------------------------------------------------------------
PCG Summit-Lakeline Station, L.P.'s newly found investor may help
the company keep its planned $400 million Lakeline Station in
Northwest Austin and stave off a foreclosure of the facility, Kate
Miller Morton of the American-Statesman reports. The Lakeline
Station is intended to be one of the first high-density
residential and commercial developments along a new commuter rail
line, Statesman writes.
According to the report, the Debtor filed its chapter 11 petition
before the scheduled foreclosure of almost half of the property.
Landowner William Savage, foreclosed on 141 acres of the site in
July 2008 after Pacific Summit missed at least one quarterly
payment, Statesman says. The Debtor had bought the rest of the
property outright from Mr. Savage.
HomeFed Corp. in Carlsbad, California currently owns the general
partnership interest in PCG Summit-Lakeline Station, Statesman
relates. Paul Borden is the current chief executive and president
of HomeFed.
The Statesman says that HomeFed also underwent reorganization. It
filed for bankruptcy in 1992 after its largest operations at
HomeFed Bank collapsed. HomeFed emerged from bankruptcy
in the mid-1990s, and became a development company, Statesman
notes. HomeFed develops and manages the San Elijo Hills mixed-use
project in San Diego County. It also partly plans the Otay Ranch
development near Chula Vista, California.
The Statesman says that the role of PCG's original partners,
William Lo and Steve Levenson, in Lakeline Station is unclear.
Messrs. Lo and Levenson formed Pacific Summit in 2005 and invested
at least $100 million in real property on which to build homes.
Mr. Lo, according to the report, filed for personal bankruptcy in
California.
Based on the report, since November 2007, about two dozen
suppliers have secured or attempted to secure liens on PCG's
properties, including Pacific Century Homes. Early this year, the
Debtor's lenders foreclosed on a property at Highland Meadows, 230
acres between U.S. 183 and Texas 29. Colonial Bank seized the
Debtor's Fairways at Steiner Ranch, planned to have 88 homes. The
Debtor's Northwoods at Lakeline property, which is 178 acres of
lot adjacent to Lakeline Station, is set for foreclosure, the
Statesman relates.
About PCG Summit
Costa Mesa, California-based PCG Summit-Lakeline Station, L.P. is
a single real asset entity. It filed its chapter 11 petition on
Aug. 4, 2008 (Bankr. C.D. Calif. Case No. 08-14588). Judge
Theodor Albert presides over the case. Eric D. Goldberg, Esq.,
represents the Debtor in its restructuring efforts. The Debtor
estimated both its assets and debts to be between $10,000,000 and
$50,000,000. The Debtor's largest unsecured creditor is
Diversified Pacific Opportunity Fund, which is owed $10,600,000.
PHH MORTGAGE: Fitch Puts Privately Offered Class B-5 'B' Rating
---------------------------------------------------------------
Fitch rates PHH Mortgage Trust, series 2008-CIM2 residential
mortgage pass-through certificates:
-- $142,766,357 classes 1-A-1, 1-A-2, 2-A-1, 2-A-2, 3-A-1, 3-A-2,
4-A-1, 4-A-2, 5-A-1, 5-A-2, A-X, 4-A-X, 5-A-X and A-PO 'AAA'
('senior certificates');
-- $4,157,000 privately offered class B-1 'AA';
-- $1,436,000 privately offered class B-2 'A';
-- $604,000 privately offered class B-3 'BBB';
-- $1,209,000 privately offered class B-4 'BB'; and
-- $303,000 privately offered class B-5 'B'.
This transaction closed on July 25, 2008.
The 'AAA' rating on the senior certificates reflects the 5.55%
subordination provided by the 2.75% privately offered B-1 class,
the 0.95% privately offered B-2 class, the 0.40% privately offered
B-3 class, the 0.80% privately offered B-4 class, the 0.20%
privately offered B-5 class and the 0.45% privately offered and
non-rated B-6 class. Fitch believes the above credit enhancement
will be sufficient to cover credit losses. In addition, the
ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of Wells Fargo Bank, N.A. (Well Fargo) as master
servicer (rated 'RMS1' by Fitch).
The mortgage pool consists primarily of 214 recently originated,
fixed and adjustable rate, conventional, first lien, one - to
four-family, residential mortgage loans, a substantial majority of
which have original terms to maturity of 30 years. As of the cut-
off date, the pool had an aggregate principal balance of
approximately $151,155,361. The average loan balance is $706,333
and the weighted average original loan-to-value ratio (OLTV) for
the mortgage loans in the pool is approximately 72.30%. The
weighted average FICO credit score for the pool is approximately
749. Cash-out and rate/term refinance loans represent 17.86% and
31.28% of the pool, respectively. Second and investor-occupied
homes account for 9.48% and 0.29% of the pool, respectively. The
states that represent the largest geographic concentration are
California (23.39%), Illinois (9.89%) and New Jersey (7.70%).
For federal income tax purposes, elections will be made to treat
the trust fund as one or more real estate mortgage investment
conduits (REMICs). LaSalle Bank, N.A. will act as Trustee and
Wells Fargo Bank, N.A. will act as securities administrator and
master servicer for the trust.
PIERRE FOODS: Can Hire Kirkland & Ellis LLP as Bankruptcy Counsel
-----------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kirland & Ellis, LLP, as their bankruptcy attorneys.
Kirkland & Ellis is expected to advise the Debtors on their powers
and duties as debtors-in-possession, and on the conduct of their
cases. The firm is also expected to attend meetings and negotiate
with all parties involved in the Debtor's cases, prosecute actions
on their behalf and defend them, prepare pleadings related to
their cases, among other necessary legal services.
Jonathan S. Henes, Esq., a partner at Kirkland & Ellis, told the
Court that the firm will bill the Debtors these hourly rates:
Partners $500 - $975
Counsel $380 - $870
Associates $275 - $595
Paraprofessionals $120 - $260
Mr. Henes assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.
About Pierre Foods
Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products. The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469). Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their
restructuring efforts. The Debtors selected Kurtzman Carson
Consultants LLC as their claims agent. When the Debtors filed for
protection against their creditors, they listed estimated assets
between $500 million and $1 billion, and estimated debts between
$100 million and $500 million.
PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca
---------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating for Portola Packaging, Inc. to D following the company's
announcement that it filed a voluntary petition for Chapter 11
reorganization. Moody's will withdraw all the company's ratings
within several days.
Moody's took these rating actions:
-- Downgraded, Probability of Default Rating, to D from Ca
The company announced that holders of approximately 90% of the
principal amount of its 8-1/4% Senior Notes due 2012 agreed to a
restructuring of the company as outlined in the previously
announced restructuring agreement dated July 24, 2008. According
to the plan, holders of the Senior Notes will receive 100% of the
common stock of reorganized Portola in exchange for their claims.
Wayzata Investment Partners LLC is expected to be Portola's
controlling shareholder upon its emergence from bankruptcy. The
company anticipates completing its pre-packaged reorganization and
emerging from Chapter 11 in mid-October 2008.
Portola also announced that it has reached agreement with its
existing secured lenders to provide a $79 million debtor-in-
possession facility to pay off the outstanding indebtedness under
the existing secured facilities and finance its ongoing
operations.
Moody's had previously downgraded the Corporate Family Rating and
other ratings of Portola on July 25, 2008, following the company's
announcement that it intended to file for bankruptcy.
Portola Packaging, Inc. designs, manufactures, and markets a broad
range of products and services including tamper evident plastic
closures, bottles, and related equipment and services for the
dairy, fruit juice, bottled water, sports drinks, and other non-
carbonated beverage markets. Headquartered in Batavia, Illinois,
Portola had consolidated revenue of approximately $280 million for
the 12 months ended Feb. 29, 2008.
PRC LLC: Investor Sues Former Parent IAC for Non-Disclosure
-----------------------------------------------------------
PRC LLC buyer Diamond Castle Holding LLC has filed a lawsuit
against seller Barry Diller's IAC/InterActive Corp. seeking
$135 million in damages and claiming IAC's failure to disclose the
true business nature of PRC, various sources report.
Fourteen months following Diamond Castle's purchase of call center
operator PRC from IAC for $278 million, PRC filed for bankruptcy
in January 2008. PRC's Chapter 11 proceeding and emergence used
up most of Diamond Castle's $105 million investment, Patrick
Danner of the Miami Herald writes.
Cellular News discloses that during sale negotiations, Diamond
Castle was led to believe that a PRC-Verizon Wireless contract
would generate $48 million revenue and would earn $8 million
profit. Instead, Diamond Castle lost $18 million in 2007.
In addition, sources report that Diamond Castle claims that IAC
hid woes relating to staff retention and wages. Moreover, Verizon
threaten to pull out its contract due to the poor performance of
the call center company.
The Miami Herald quoted Diamond Castle as saying "Had IAC or PRC
disclosed the true circumstances surrounding the Verizon Wireless
contract . . . , as they were contractually obligated to do, we
would not have proceeded with the PRC acquisition."
About Diamond Castle
Headquartered in New York City, Diamond Castle Holdings LLC --
http://www.dchold.com/-- is a private equity investment firm that
works in partnership with management teams to execute leveraged
buyouts and make growth capital and equity-like investments in
public and private companies. The company invests across a wide
range of industries, with particular focus on the energy and
power, financial services, media and communications, and
healthcare sectors.
About IAC
IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.
About PRC LLC
Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- provides customer management solutions.
PRC markets its services to brand-focused, Fortune 500 U.S.
corporations and delivers these services through a global network
of call centers in the U.S., Philippines, India, and the Dominican
Republic.
PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.
Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.
PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, provides complex, consultative, outsourced
services in the Customer Care and Sales & Marketing segments of
the business process outsourcing industry. Since 1982, the
company has acquired and grown customer relationships for some of
the world's largest and most brand-focused corporations in the
financial services, media, telecommunications, transportation, and
retail industries.
The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts. The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor. Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.
The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.
The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008. On June 20, 2008, the Court
entered an order confirming the Debtors' Plan.
REBECCA PARSONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rebecca Martel-Parsons
aka Ola Rebecca Martel-Parsons
aka Ola Rebecca Martel
601 Putter Lane
Longboat Key, FL 34228
Bankruptcy Case No.: 08-12942
Chapter 11 Petition Date: August 27, 2008
Court: Middle District of Florida (Tampa)
Debtor's Counsel: R. John Cole, II, Esq.
(rjc@rjcolelaw.com)
R. John Cole, II, PA
46 North Washington Boulevard, Suite 24
Sarasota, FL 34236
Tel: (941) 365-4055
Fax: (941) 365-4219
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A copy of the Debtor's petition that includes a list of its
largest unsecured creditors is available for free at:
http://bankrupt.com/misc/FLmb08-12942.pdf
RONALD RAY RUMINSON: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ronald Ray Ruminson
40379 Road 96
Dinuba, CA 93618
Bankruptcy Case No.: 08-15222
Chapter 11 Petition Date: August 26, 2008
Court: Eastern District of California (Fresno)
Judge: Whitney Rimel
Debtor's Counsel: Hilton A. Ryder, Esq.
5 River Park Place East
PO Box 28912
Fresno, CA 93729-8912
Tel:(559) 433-1300
Estimated Assets: $500,000 to $1,000,000
Estimated Debts: $1,000,000 to $10 million
A copy of Ronald Ray Ruminson's petition is available for free at:
http://bankrupt.com/misc/caeb08-15222.pdf
RYAN GOLF: Has $1.4 Mil. Bid for Real Estate & Liquor License
-------------------------------------------------------------
Ryan Golf, L.P., has agreed to sell certain real property located
at 825 Commonwealth Avenue in West Mifflin, Pa., which is
comprised of three parcels with approximately 163 acres and any
structures or buildings thereon, including certain personal
property and a club liquor license for $1,400,000. A hearing to
consider the transaction will be held on Sept. 19, 2008, at 11:00
a.m. in Pittsburgh before the Hon. Judith K. Fitzgerald. The
Court may entertain higher and better offers at the hearing.
To request an appointment to examine the property, or for any
further information, contact the Debtor's counsel:
Robert O. Lampl, Esq.
960 Penn Avenue, Suite 1200
Pittsburgh, PA 15222
Telephone (412) 392-0330
Fax (412) 392-0335
Ryan Golf, L.P., the home of the Westwood Golf Club --
http://www.westwoodgolfclub.net/-- filed for chapter 11
protection (Bankr. W.D. Pa. Case No. 07-26264) on Oct. 3, 2007.
S & A RESTAURANT: Safeco Wants to Terminate Surety Bonds
--------------------------------------------------------
Safeco Insurance Company of America issued surety bonds to S & A
Restaurant Corp. and its debtor-affiliates and in favor of state
taxing authorities, utility companies and other obligees as
necessary for the operation of the Debtors' restaurant businesses.
Furthermore, Safeco issued the Bonds pursuant to a General
Indemnity Agreement executed by the Debtors. As collateral for
their obligations under the Indemnity Agreement, the Debtors
tendered to Safeco an Irrevocable Letter of Credit issued by The
Chase Manhattan Bank for $1,300,000.
Safeco maintains $585,000 in liability under the Bonds and has
recently received claims by the Bonds' obligees asserting the
Debtors' default on certain obligations and thus asking for
payment from Safeco. Given the pendency of the investigation
Safeco is conducting on the claims, Safeco asks the U.S.
Bankruptcy Court for the Eastern District of Texas to lift the
automatic stay to terminate the Bonds, to the extent necessary for
it to immediately draw against the Letter and cancel the Bonds.
Moreover, Safeco clarifies that its actions to draw against the
Letter will be directed at the The Chase Bank not the Debtors.
Furthermore, the Letter is not a property of the Debtors'
estates. Accordingly, the Bonds may not be assumed and assigned
by Michelle H. Chow, the Chapter 7 bankruptcy trustee for the
Debtors.
As financial accommodations and pursuant to Section 365(e)(2)(B)
of the Bankruptcy Code, Bonds may be terminated by reason of the
filing of the Debtors' bankruptcy petitions. In addition, the
Bonds are for the benefit of the Debtors as security for various
obligations of the Debtors to the Bonds' obligees and may not be
terminated under Section 365(e)(2)(B)after the filing of
bankruptcy petition. Though, Safeco is thus entitled to
terminate the Bonds regardless of the Debtors' bankruptcy
petitions, out of avoidance of caution, it asks the Court to lift
the automatic stay.
About S & A Restaurant
Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group. Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood. The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn. The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad. MRG's annual U.S.
sales are estimated at $1,000,000,000.
S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel. The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.
Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC. Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.
S & A RESTAURANT: Wants to Retain NRC Realty for Asset Sales
------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp. and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the Eastern District of Texas to approve her
retention of NRC Realty Advisors, LLC, as sales agent.
The Trustee will need NRC's services in connection to the sale of
General Electric Capital Franchise Finance Corporation's assets
pursuant to the Court-approved GE Capital Sales Stipulation.
The Trustee relates that NRC utilizes a "Buy One, Some or All"
format for selling assets, which strategy pits large bulk buyers
against individual bidders, thus creating fair bidding forums for
sellers to realize market value for their assets. Moreover, the
Trustee has been informed that GE Capital has retained NRC to
dispose of assets which are not property of the Debtors' estates.
The Trustee believes that the estates will benefit from the
synergy of the marketing process of both the estates' assets and
the property not belonging to the Debtors.
As the Trustee's sales agent, NRC will:
* provide in-depth financial advisory services;
* file reviews;
* prepare collateral sales materials and due diligence
packages;
* develop an all-inclusive campaign;
* arrange on-site access to the stores for potential buyers
and brokers;
* create detailed reports about the progress of the sale, the
negotiations and closing of the sales; and
* assist the Trustee in determining a minimum sales price for
the GE Assets.
The Trustee will pay to NRC 4% of the gross sales proceeds for
each restaurant. If NRC is working with another broker, the
Trustee will add 1%, thus paying 5% to NRC. The Trustee has not
paid any retainer fees to NRC.
The Trustee confirms that the retention of NRC is necessary for
the orderly liquidation and realization of the GE Assets for the
benefit of the Debtors' estates and creditors.
Dennis L. Ruben, managing director of NRC, discloses the firm's
current engagements:
* NRC has been retained by GE Capital as real estate agent;
* NRC is in discussions with Atalaya Capital Management LP
regarding the sale of 57 properties in which Atalaya has an
interest;
* NRC has long standing relationships with certain lenders
including Amresco;
* NRC has completed two recent assignments for Bank of New
York; and
* NRC has been involved in certain transactions with National
Retail Properties, Inc.
Mr. Ruben, however, assures the Court that NRC is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
About S & A Restaurant
Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group. Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood. The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn. The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad. MRG's annual U.S.
sales are estimated at $1,000,000,000.
S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel. The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.
Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC. Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.
S & A RESTAURANT: Court Approves GE Capital Sales Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved a stipulation entered into by Michelle H. Chow, the
Chapter 7 bankruptcy trustee for S & A Restaurant Corp., and its
debtor-affiliates; and General Electric Capital Franchise Finance
Corporation, for the sale of assets that GE Capital has an
interest.
The Court authorized the Trustee to carry out the terms of the
Sales Procedure Stipulation in their entirety.
Pursuant to the GE Capital Sales Stipulation, the Trustee will
sell the Included Lease Mortgage Units, and at GE Capital's
election, the Debtor Fee Mortgage Unit and its equipment.
The Sale Procedures Stipulation governs the procedures for (a)
sale of certain assets, (b) assumption, assignment, and sale of
the Debtors' interests under certain leases, and (c) transfer of
liens to proceeds, a full-text copy of the stipulation is
available for free at:
http://bankrupt.com/misc/S&A_SalesProceduresStipulation.pdf
Objections
In separate filings, four parties-in-interest object to the
request filed by the Chapter 7 trustee:
* Pepsi-Cola Fountain Company, Inc.
* seventeen creditors under the Perishable Agricultural
Commodities Act
* Gordon Food Services, Inc.
* Meadowbrook Meat Company, Inc.
* DDRTC Walks at Highwood Preserve 1, LLC
Pepsi and the Debtors entered into a fountain beverage sales
agreement wherein Pepsi supplied beverage products as well as
equipment to the Debtors' restaurants. Based upon its review of
the Fountain Agreement, General Electric Capital Franchise
Finance Corporation acknowledged that the Equipment is Pepsi's
property. Moreover, as neither GE nor the Debtors' estates hold
any interest in the Equipment, it cannot be considered a property
of the Debtors' estates. Accordingly, Pepsi objects to any sale
or transfer that purports to include the Equipment among the
assets to be sold.
In their part, the PACA Creditors ask the Court to direct the
Trustee to hold in a separate account any proceeds realized from
the sale of the assets, pending Court approval on whether the
assets to be sold belong to the PACA trust.
The PACA Creditors reiterate that the Trust provisions provide
that unpaid produce sellers "are placed first in line among
creditors for all produce-related assets if the produce dealer
declares bankruptcy. Moreover, they affirm that trust assets are
not considered part of the Debtors' estate and should not be
distributed to other creditors or sold unless all trust
beneficiaries have been paid. The PACA were owed $400,000 in
aggregate for the wholesale quantities they supplied to the
Debtors. Accordingly, as PACA trust beneficiaries, they ask the
Court to direct the Debtors to pay the $400,000 plus any accrued
interests and attorneys' fees.
Gordon Food joins in the objection filed by the PACA Creditors.
Gordon supplied goods covered by the PACA to the Debtors for
$62,913 that remained unpaid.
For its part, Meadowbrook is concerned that the Trustee may not
be realizing equity from the assets covered by the Stipulation.
Thus, Meadowbrook asks the Court to require the Trustee and GE
Capital to submit sufficient evidence of the equity in the Assets
before approval of the Court.
Meadowbrook complains that the Stipulation is unclear whether it
covers assets that may be subject to a PACA trust. Accordingly,
Meadowbrook asks the Court to bid the Trustee and GE Capital from
disposing any assets that may be covered by a PACA Trust pending
further hearing.
DDRTC and the Debtors are parties to a shopping center lease.
DDRTC objects to certain of the procedures relating to adequate
assurance information and cure amounts resolution of the Lease.
Moreover, DDRTC objects to the assumption and assignment of the
lease without additional protections for DDRTC because the
Trustee has failed to satisfy Section 365(f) and (b) of the
Bankruptcy Code. Accordingly, DDRTC asks the Court that an order
approving the Motions should:
* provide a period for less than 10 days for DDRTC to review,
analyze and object to any adequate assurance evidence of the
proposed assignee to the Lease; and
* condition the Trustee's assumption of the Lease to her
provision of any further year-end reconciliations or other
adjustments for common area maintenance charges, taxes,
insurance and any other charges payable under the Lease.
About S & A Restaurant
Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group. Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood. The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn. The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad. MRG's annual U.S.
sales are estimated at $1,000,000,000.
S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel. The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.
Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC. Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.
S & A RESTAURANT: Franchise-Based Stores Open, BFC Clarifies
------------------------------------------------------------
The group of franchisees formed in the wake of S&A Restaurant
Corp.'s bankruptcy filing intends to distinguish its restaurants
from the closed corporate-owned Bennigan's restaurants.
Bennigan's Franchising Company, L.P. was formed when Atalaya
Capital Management LP and Corporate Revitalization Group took
over the franchise system of S&A to keep the franchise stores
open. BFC is focused on reaching out to the customer base about
its restaurants' continued operations.
BFC has been using media relations to reach to customers ranging
from emails to local press announcements. Rubenstein PR also
assists the group by giving them media mileage through legal-
oriented publications and talk radio stations, PRWeek notes.
Rob Carringer, managing editor at CRG, says in an interview with
PRWEek, that BFC is confronted with the public perception that
all of the Bennigan's stores is closed. Thus, BFC is assuring
the public that franchise-based stores are continuing business
operations.
In line with BFC's restructuring efforts, Doug Benham, former
president and CEO of ARBY's, and Vince Runco, former president
and chief executive officer of Metromedia Restaurant Group, have
joined the company on a consulting basis, Chainleader.com
reports.
Mr. Runco, as interim president and chief executive of BFC, will
be focusing on franchise support and assisting the development of
the franchise system. Mr. Benham as a board-level advisor, will
have a consulting role to the restructuring team, the report
describes.
Mr. Runco served at Metromedia from 1999 to 2007. He said in an
interview with the Chainleader, "I remain committed to the
franchisees with whom I have worked for nearly a decade."
For his part, Mr. Benham stated in the report that he wants to
help grow the business into the future. Prior to becoming ARBY's
chief executive officer, he worked as chief financial officer in
the RTM Restaurant Group, ARBY's largest franchisees.
About S & A Restaurant
Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group. Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood. The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn. The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad. MRG's annual U.S.
sales are estimated at $1,000,000,000.
S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898). J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, is the Debtors counsel. The Debtors
disclosed total scheduled assets of $2,302,057 and total scheduled
liabilities of $159,432,691.
Michelle H. Chow is the Debtors' Chapter 7 bankruptcy trustee.
The lead counsel for the trustee is Kane Russell Coleman & Logan
PC. Mark Ian Agee, Esq., of the law firm Mark Ian Agee, Attorney
at Law, is co-counsel.
SAFEWAY HOMES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Safeway Homes of Lexington, LLC
491 Bowling Green Road
Lexington, MS 39095
Bankruptcy Case No.: 08-02577
Related Information: Daniel Hobbs, chief executive officer, filed
the petition on the Debtor's behalf. The
Debtor manufactures modular homes.
Chapter 11 Petition Date: September 1, 2008
Court: Southern District of Mississippi (Jackson
Divisional Office)
Debtor's Counsel: John D. Moore, Esq.
(john@johndmoorepa.com)
301 Highland Park Cove, Suite B, P. O. Box 3344
Ridgeland, MS 39158-3344
Tel: (601) 853-9131
Fax: (601) 853-9139
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
The Debtor did not file a list of its largest unsecured creditors.
SEAWALL FERRY: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Seawall Ferry Development, L.P.
aka Oceanside
1601 W. Webster, #9
Houston, TX 77019
Bankruptcy Case No.: 08-35622
Chapter 11 Petition Date: August 29, 2008
Court: Southern District of Texas (Houston)
Judge: Marvin Isgur
Debtor's Counsel: Bennett G. Fisher, Esq.
(bgf@fisherlaw.net)
Fisher and Associates PC
1800 Two Houston Center
909 Fannin St.
Houston, TX 77010-0000
Tel: (713) 223-8400
Fax: (713) 609-7766
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A list of the Debtor's largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/txsb08-35622.pdf
SHARPS CDO: S&P Lowers Ratings on Classes A-1, A-2 to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Sharps CDO I Ltd. to 'B' and
revised the CreditWatch placements on the ratings to developing
from negative. The rating actions follow the lowering of the
financial strength rating assigned to CIFG Assurance North America
Inc. to 'B' and the revision of the CreditWatch placement to
developing on Aug. 22, 2008. CIFG insures both of the affected
collateralized debt obligation (CDO) tranches.
The 'A-/Watch Neg' ratings previously assigned to the downgraded
tranches were based on the full financial guarantee insurance
policy provided by CIFG, which guarantees the timely payment of
interest and principal on the notes. The current ratings on the
CDO tranches reflect the new rating on CIFG.
Standard & Poor's also affirmed its ratings on four CIFG-insured
tranches from three other U.S. CDO transactions and kept two CIFG-
insured ratings from two transactions on CreditWatch negative (see
list). These CDO tranches were not affected by the rating action
on CIFG because Standard & Poor's underlying ratings (SPURs) on
the tranches are higher than the previous rating on CIFG.
RATINGS LOWERED AND PLACED ON CREDITWATCH DEVELOPING
Rating
Transaction Class To From
----------- ----- -- ----
Sharps CDO I Ltd. A-1 B/Watch Dev A-/Watch Neg
Sharps CDO I Ltd. A-2 B/Watch Dev A-/Watch Neg
RATINGS AFFIRMED OR REMAINING ON CREDITWATCH NEGATIVE
Transaction Class Rating
----------- ----- ------
ACA ABS 2003-2 Ltd. A-1SW AAA/Watch Neg
Dawn CDO I Ltd. A A-
Duke Funding IV Ltd. A-1 AAA/Watch Neg
Duke Funding V Ltd. I-W AAA
Halcyon Structured Asset Management CLO I Ltd.
A-1 AAA
A-2 AAA
SHERIDAN GROUP: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hunt
Valley, Md.-based The Sheridan Group Inc. to negative from stable.
At the same time, S&P affirmed the 'B+' corporate credit rating on
the company.
"In addition, we raised our issue-level rating on Sheridan Group
Inc.'s $165 million 10.25% senior secured notes due 2011 to 'B+'
(at the same level as the 'B+' corporate credit rating on the
company) from 'B'. We assigned a recovery rating of '4' to these
securities, indicating that lenders can expect average (30%-50%)
recovery in the event of a payment default. The higher issue-level
rating reflects the extension of our recovery rating scale and
issue-level rating framework to Sheridan's secured notes," S&P
says.
"The outlook revision reflects a challenging operating environment
and weak operating performance and liquidity constraints at
Euradius B.V., a European-based wholly owned subsidiary of
Sheridan's parent TSG Holdings Inc.," explained Standard & Poor's
credit analyst Ariel Silverberg. While Euradius' debt obligations
are non-recourse to TSG Holdings and to Sheridan, Euradius is
strategic to the family of companies in that it provides services
to the European divisions of some of Sheridan's top customers.
"Thus, we expect that Sheridan and its owners will support
Euradius to the extent permitted by Sheridan's loan agreement and
bond indenture," added Ms. Silverberg.
SILICON GRAPHICS: Amends Secured Credit Pact with Morgan Stanley
----------------------------------------------------------------
Silicon Graphics Inc. and certain of its subsidiaries entered into
a Fifth Amendment to their Senior Secured Credit Agreement with
Morgan Stanley Senior Funding Inc., as administrative agent and
revolving agent; Morgan Stanley & Co., Incorporated as collateral
agent, and the other lenders and credit parties. The Senior
Secured Credit Agreement, dated Oct. 17, 2006, as amended,
provides the Borrowers with a term loan facility and a line of
credit.
The Fifth Amendment modified the Credit Agreement's restrictions
on incurring additional Indebtedness by expanding the definition
of Permitted Indebtedness to include:
(i) the Borrowers' systems warehousing agreement with ECS
United Kingdom plc, pursuant to which the Borrowers may
incur up to $20 million in Indebtedness; and
(ii) unsecured Indebtedness, not to exceed $10 million, incurred
to fund the required cash collateralization of the
guarantee that will be issued to the North German Group for
High- and Highest-Performance Computers.
The total leverage ratio was amended to be 5.75 for the period
ending Sept. 25, 2009; 4.50 for the period ending Dec. 25, 2009;
4.25 for the period ending March 26, 2010; and 3.5 for each fiscal
quarter-end thereafter until and including Sept. 30, 2011.
Consolidated EBITDA was amended to be $30 million as of Sept. 25,
2009; $37.5 million as of Dec. 25, 2009; $40 million as of
March 26, 2010; and $45 million on June 25, 2010; and for each
fiscal quarter-end until and including Sept. 30, 2011. Minimum
global liquidity was set at $15 million and fiscal year 2009
capital expenditures are limited to $10 million for fiscal year
2009, and for these fiscal years to $15 million.
Under the Fifth Amendment, the company has additional reporting
requirements. The company must provide a minimum 13-week cash
forecast on a monthly basis and offers Private Lenders, as defined
in the Fifth Amendment, monthly conference calls with management
and any financial advisors. Also, the interest rate on the Term
Loan is increased by 2% and the related accrued interest can be
paid-in-kind by adding the amount of such interest to the
principal amount of the Term Loan. A fee of $662,500 was added to
the principal and is payable at maturity. The Fifth Amendment
also includes other revisions that are administrative in nature.
Departure of Directors
Mr. Kevin Katari resigned from the board of the company effective
Aug. 27, 2008. Mr. Katari served on the Corporate Governance and
Nominating Committee. Mr. Katari is the managing member of
Watershed Asset Management LLC and WS Partners L.L.C. Affiliates
of the Watershed Management Entities are lenders under the
company's Credit Agreement.
Mr. Chun Won Yi resigned from the board of directors of Silicon
Graphics effective Aug. 26, 2008. Mr. Yi served on the Corporate
Governance and Nominating Committee. Mr. Yi is a vice president
of Monarch Alternative Capital LP. Affiliates of Monarch are
Lenders under the company's Credit Agreement.
About Silicon Graphics Inc.
Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- (NASDAQ:SGIC) is a provider of products and
services for use in high-performance computing and data
management. The company sell solutions based on a range of
scalable servers and storage products from entry-level to high-
end, together with associated software products. It also offers a
range of services, including professional services, customer
support and education that enable fast installation and
implementation of the solutions. SGI server systems are based on
the Linux operating system and the Intel Itanium 2 and Xeon
microprocessor families. It also offers Microsoft Windows Compute
Cluster Server on the Altix XE servers and Microprocessr without
Interlocked Pipeline Stages RISC microprocessors. The company
sells system products and solutions through both a direct sales
force and indirect channel partners.
On May 8, 2006, Silicon Graphics and 13 subsidiaries filed for
chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 06-10977). Gary
Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, represented the Debtors.
The Hon. Allan L. Gropper confirmed a Modified First Amended Plan
of Reorganization September 19, 2006, allowing the Debtors to
emerge from bankruptcy a month later.
On the plan effective date, SGI announced completion of its exit
financing facility with Morgan Stanley Senior Funding, Inc. and
General Electric Capital Corporation, as lending agents. The
facility provided $115 million in financing consisting of an $85
million term loan and a $30 million revolving line of credit. The
facility is secured by substantially all of the assets of SGI and
its domestic subsidiaries.
The exit facility, combined with $57 million in proceeds from
SGI's rights offering and sale of overallotment shares, were used
to pay off $113 million in existing DIP financing, make
distributions pursuant to the Reorganization Plan, and provide
working capital for the company's ongoing operations. The exit
financing facility matures in five years.
Pursuant to the Plan, the company issued 11,125,000 shares of new
SGI common stock to certain SGI creditors in satisfaction of
claims and upon exercise of stock purchase rights and
overallotment options. SGI's prior common stock was canceled with
no distribution made to holders of the old stock.
At June 27, 2008, the company's balance sheet showed total assets
of $415.1 million and total liabilities of $471.5 million,
resulting in a shareholders' deficit of $56.4 million.
SILICON GRAPHICS: Settles Samsung Bankruptcy Appeal
---------------------------------------------------
According to BankruptcyLaw360, Samsung Electronics Co. Ltd. has
agreed to dismiss its appeal of an amended settlement in the
Silicon Graphics Inc. bankruptcy case. The appeal claims in
dynamic random access memory litigation in California, the report
says.
BankruptcyLaw360 says the stipulation, approved August 26, 2008,
by the U.S. District Court of the Southern District of New York,
provides for the appeal to be dropped with prejudice.
Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- (NASDAQ:SGIC) is a provider of products and
services for use in high-performance computing and data
management. The company sell solutions based on a range of
scalable servers and storage products from entry-level to high-
end, together with associated software products. It also offers a
range of services, including professional services, customer
support and education that enable fast installation and
implementation of the solutions. SGI server systems are based on
the Linux operating system and the Intel Itanium 2 and Xeon
microprocessor families. It also offers Microsoft Windows Compute
Cluster Server on the Altix XE servers and Microprocessr without
Interlocked Pipeline Stages RISC microprocessors. The company
sells system products and solutions through both a direct sales
force and indirect channel partners.
On May 8, 2006, Silicon Graphics and 13 subsidiaries filed for
chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 06-10977). Gary
Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, represented the Debtors.
The Hon. Allan L. Gropper confirmed a Modified First Amended Plan
of Reorganization September 19, 2006, allowing the Debtors to
emerge from bankruptcy a month later.
On the plan effective date, SGI announced completion of its exit
financing facility with Morgan Stanley Senior Funding, Inc. and
General Electric Capital Corporation, as lending agents. The
facility provided $115 million in financing consisting of an $85
million term loan and a $30 million revolving line of credit. The
facility is secured by substantially all of the assets of SGI and
its domestic subsidiaries.
The exit facility, combined with $57 million in proceeds from
SGI's rights offering and sale of overallotment shares, were used
to pay off $113 million in existing DIP financing, make
distributions pursuant to the Reorganization Plan, and provide
working capital for the company's ongoing operations. The exit
financing facility matures in five years.
Pursuant to the Plan, the company issued 11,125,000 shares of new
SGI common stock to certain SGI creditors in satisfaction of
claims and upon exercise of stock purchase rights and
overallotment options. SGI's prior common stock was canceled with
no distribution made to holders of the old stock.
When the Debtors filed for protection from their creditors, they
listed total assets of $369,416,815 and total debts of
$664,268,602.
At June 27, 2008, the company's balance sheet showed total assets
of $415.1 million and total liabilities of $471.5 million,
resulting in a shareholders' deficit of $56.4 million.
SONIA LUONG: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sonia Luong
5365 Box R Ranch Road
Vacaville, CA 95687
Bankruptcy Case No.: 08-32118
Chapter 11 Petition Date: August 28, 2008
Court: Eastern District of California (Sacramento)
Judge: Christopher M. Klein
Debtor's Counsel: Anthony J. Palik, Esq.
1107 9th Street, Suite 1011
Sacramento, CA 95814
Tel: (916) 325-1188
Estimated Assets: $1 million to $100 million
Estimated Debts: $1 million to $100 million
Debtor's 8 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Lattice Brokers, Inc. $100,000
3331 Tate Road
Creswell, OR
Black Family Trust $60,000
Attn: Harry W. Black
P.O. Box 515
Winters, CA 95694
Sacramento County Assessor's Office $36,000
3701 Power Inn Road, Suite 3000
Sacramento, CA 95826
Mai and Aaron Pham $28,000
Phong Su $20,000
Allison Huynh $13,000
Tram Nguyen $10,000
Solano County Assessor's Office $8,900
STATEN ISLAND UNIVERSITY: Fitch Hikes Rating to 'B+'; Outlook Pos
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Fitch Ratings has upgraded the rating on approximately $49 million
of Staten Island University Hospital's bonds to 'B+' from 'B'.
The Rating Outlook has been revised to Positive from Negative.
The rating upgrade is due to the positive effects of Staten Island
University Hospital's (SIUH) tentative agreement with the federal
Office of the Inspector General that removes a significant amount
of uncertainty from SIUH's credit profile and to the improvement
in SIUH's overall financial performance. Fitch's downgrade in
2005 and Negative Outlook were due in large measure to the ongoing
OIG investigation. According to SIUH's 2007 audit, the hospital
has agreed to make a one-time payment of $76.5 million to the OIG,
and Fitch expects the final compliance agreement between SIUH and
the OIG to be signed by the end of the year. The OIG had been
investigating graduate medical education reimbursement and other
federal issues at SIUH.
In anticipation of the final settlement, SIUH has escrowed the
proceeds of a $60 million bank loan, with the additional funds
coming from cash flow. Pro forma debt service coverage and cash to
debt for the six months ending June 30, 2008, were 2.4 times and
50%, respectively, above Fitch's below investment grade category
medians. Pro forma maximum annual debt service is $27.1 million
and includes current outstanding debt service, the additional debt
service on the $60 million bank loan, and ongoing payments of
approximately $7 million a year from prior settlements with New
York State's Attorney General's Office. SIUH's liquidity remained
stable at 49.7 days cash on hand at June 30, 2008, consistent with
prior years and slightly lower than Fitch's below investment grade
median.
The Outlook revision to Positive reflects an improved operating
margin of 4.4% through the first six months of 2008, better than
the negative 1.3% operating margin at year-end 2007. Operating
results from 2007 were affected by a one-time adjustment of
$28.3 million related to prior year settlements, the current OIG
settlement, and changes in management estimates. Recent
improvements in operations have been driven by an increase in case
acuity and increases in outpatient services. Should SIUH end the
year with a strong positive operating margin and the OIG agreement
be finalized, further positive rating action may be warranted.
Fitch will be reviewing SIUH in six months at which time unaudited
year-end results should be available.
Fitch continues to view SIUH's affiliation with North Shore Long
Island Jewish Health System as a credit strength, providing SIUH
with managed care leverage, group purchasing opportunities, and
strategic support. As part of a prior settlement, SIUH's board
has been merged into NSLIJ's board which should further strengthen
the strategic relationship between the two organizations. NSLIJ
is not part of SIUH's obligated group and it provides no financial
support to SIUH.
SIUH is a 686-staffed bed hospital with two campuses located in
Staten Island, New York. SIUH had total operating revenue of $593
million in fiscal 2007. SIUH covenants to provide quarterly
disclosure to Fitch and bondholders. Disclosure to Fitch includes
quarterly statements including a balance sheet, income statement,
and utilization statistics, and annual audited financials.
Fitch upgrades the following New York City Industrial Development
Agency Civic Facility Revenue Bonds (Staten Island University
Hospital Project) outstanding debt:
-- $17,145,000 series 2002C;
-- $12,123,000 series 2001A;
-- $20,000,000 series 2001B.
STEVE & BARRY'S: CNE Wants Assurance of Payment for Utility Usage
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Constellation NewEnergy, Inc. asks the United States Bankruptcy
Court for the Southern District of New York to determine that it
is entitled to adequate assurance of payment from Steve and
Barry's LLC and its debtor-affiliates in the form of a deposit
equal to two months of the Debtors' utility usage, or $312,000,
pursuant to Section 366 of the Bankruptcy Code.
Before the Petition Date, CNE, and the Debtors entered into a
Master Electricity Supply Agreement. Pursuant to the Electricity
Agreement, CNE agreed to provide electricity service to 14 of the
Debtors' locations commencing on March 20, 2008, at a rate of
$0.09626 per kilowatt-hour for each location, plus applicable fees
and charges, if any.
The Debtors' average monthly rate of consumption for the 14
locations aggregate $156,000. If payment is not received in a
timely manner, a default will occur and the Debtors have an
additional 20 days to cure the default, after receiving notice of
default from CNE.
Subsequent to the July 29, 2008 hearing on the Debtors' Utility
Motion, certain facts have surfaced, which upon consideration,
warrant the reconsideration of the two-week assurance deposit
offered to it, according to CNE.
Among other things, CNE learned that the Debtors' use of Cash
Collateral expired August 22, 2008, and that as a condition of
the Debtors' use of cash collateral, they must close on the sale
of substantially all of their assets -- to BH S&B Holdings, LLC
or any other buyer -- no later than August 20, 2008, Michael S.
Etkin, Esq., at Lowenstein Sandler, PC, in New York, relates.
Certain parties have also voiced concerns that if the going
concern sale cannot close in advance of August 20, 2008, the
full-scale liquidation contemplated in the Cash Collateral Order
would have to commence -- thus rendering the Debtors' estates
administratively insolvent, Mr. Etkin points out.
Moreover, the Debtors must overcome various contingencies in
advance of the August 20, 2008 closing date. Mr. Etkin notes
that there are difficulties in satisfying certain contingencies.
CNE further learned that the gross adequate assurance deposit
amount was not the $1,000,000 that the Debtors estimated it would
be. Rather, it was $250,000.
The two-month deposit would cover approximately two billing
periods of service at the average rate of consumption over the
life of the Electricity Agreement, which is the amount that CNE
could lose if the Debtors miss one postpetition payment, Mr.
Etkin tells the Court.
In light of the potential for administrative insolvency, the cash
available to the Debtors given the limited aggregate deposit paid
to utilities pursuant to the Utility Order, as well as the other
changed circumstances, CNE should not be placed in the precarious
position of being forced to provide electricity service to the
Debtors on a postpetition basis with the risk of recouping only a
portion of the amounts due on postpetition invoices, Mr. Etkin
argues.
Debtors Object
Debtors' counsel, Shai Y. Waisman, Esq., at Weil, Gotshal &
Manges LLP, in New York, contends that CNE's request for
additional deposit is an "impermissible attempt" to reargue the
Debtors' Utility Motion. Under the guise of a change of
circumstances, CNE reiterates the same arguments the Court
already rejected in connection with CNE's objection to the
Utilities Motion, he argues.
There are no changed circumstances that warrant granting CNE
additional adequate assurance of payment, Mr. Waisman asserts.
Instead of relying on facts to support its allegations, CNE
relies on statements of people "in the know" and mischaracterize
statements made by Debtors' counsel, he says.
Moreover, CNE's other "facts," including the identity of the
stalking horse bidder and the extension of the use of cash
collateral, do not constitute changed circumstances that would
warrant additional adequate assurance of payment -- instead, they
support a denial of CNE's Additional Deposit Motion, Mr. Waisman
maintains.
Mr. Waisman points out that at the July 29, 2008 hearing, the
Court held that "[t]here has been no suggestion that any sale,
whether on a going concern basis or on a going-out-of-business
basis, can or will ignore utility costs and charges that are
being accrued." None of CNE's new "facts" change this
conclusion, he says.
Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children. Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.
Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.
Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.
When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.
STEVE & BARRY'S: Court Orders Payment of Laird Hamilton Royalty
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has authorized and directed Steve and Barry's LLC and its
debtor-affiliates to pay the $300,000 royalty payment of Laird
Hamilton due under the Licensing Agreement between the Debtors and
Flying Pigz LLC. The amount includes royalty payments incurred
prepetition.
In exchange of the receipt of the Royalty Payment, Flying Pigz
waives any defenses and objections to the assumption and
assignment by the Debtors of the Licensing Agreement based on (i)
the terms of the agreement, (ii) the invocation of Section 365(c)
of the Bankruptcy Code, and (iii) any argument that the agreement
is a contract for "personal services," and is, therefore, not
assignable in accordance with Section 365(c)(1).
However, all of Flying Pigz's rights with respect to any other
defenses or objections by any proposed assignee of the Licensing
Agreement are preserved.
Upon the closing and effectiveness of the Asset Purchase
Agreement, dated August 4, 2008, between S&B Industries, Inc.,
and BH S&B Holdings, LLC, and provided that the Licensing
Agreement will be classified as a "Purchased Contract" under the
BH Purchase Agreement, Flying Pigz will be deemed to (i) consent
to the assumption and assignment of the License Agreement by the
Debtors to BH S&B Holdings, and (ii) have received "adequate
assurance of future performance" with respect to the assignment.
The objection of PrenSB, LLC has been overruled.
The Court has authorized and directed the payment of the $250,000
royalty payment of Venus Williams. The Court also recently
entered a separate written order with respect to Ms. Williams.
Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children. Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.
Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.
Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.
When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.
STEVE & BARRY'S: Wants Conway to Provide Additional Services
------------------------------------------------------------
Steve and Barry's LLC and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the Southern District
of New York to amend their employment agreement with Conway, Del
Genio, Gries & Co., LLC, to include additional financial services,
specifically assisting the Debtors in:
(a) identifying potential bidders;
(b) creating a data room for diligence material;
(c) overseeing due diligence to potential bidders;
(d) negotiating with all bidders;
(e) analyzing bids; and
(f) conducting the auction.
According to Steve & Barry's Manhattan LLC Chairman and Secretary
Barry Prevor, the firm will be paid for the Additional Services
and reimbursed of its expenses. The Debtors have agreed to pay
Conway Del Genio a transaction fee contingent upon the
consummation of a sale, and payable at the closing.
Mr. Prevor says that the transaction fee will be 1% of the
"Aggregate Consideration," offset by 50% of the total fees
received by the firm since the beginning of the current
engagement with the Debtors.
Creditors Committee Objects to Amendment
The Official Committee of Unsecured Creditors objects to the
Debtors' amendment of their employment agreement with financial
advisors, Conway Del Genio, Gries & Co., LLC, that provides for
the reward of a success fee to the firm.
The Creditors Committee states that the Debtors should not be
authorized to pay the firm a success fee of $1,600,000 for
assisting them with a 40-day sale process, which may ultimately
leave the estates administratively insolvent.
According to Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP, in New York, while the sale to Bay Harbour Management LC was
the best possible outcome under the circumstances, the sale
proceeds alone provide no recovery for general unsecured
creditors.
The proposed fee is high in light of the work performed by Conway
Del Genio and would be paid at the expense of administrative and
priority creditors of the estates, who provided and continue to
prove valuable products and services to the Debtors, Ms.
Hershcopf argues.
Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children. Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.
Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.
Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.
When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.
SUNCREST LLC: Panel, Zion Bank & WB Land Agree on Settlement
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Jennifer Toomer-Cook of the Deseret News reported Friday that the
Official Committee of Unsecured Creditors in Suncrest, L.L.C, and
lenders Zions Bank and WB Land Investment have agreed on a
settlement proposal that would allow unsecured creditors to
receive at least a fraction of the money they are owed. Zions
Bank bought the bankrupt development at auction last June.
The proposed settlement was submitted Thursday to the U.S.
Bankruptcy Court for the District of Utah. The settlement
proposes that the case, after payment of more than $850,000 in
attorney and administrative fees, be converted from Chapter 11 to
Chapter 7. About $360,000 will be distributed to the unsecured
creditors. As part of the settlement, Zions Bank would scale down
its $19 million claim on the estate to $7.5 million.
The settlement proposal will be distributed to all involved
parties. U.S. Bankruptcy Court Judge William T. Thurman is
expected to rule on the settlement in about a month.
"We think it's a good deal," said David Leta, attorney for the
Unsecured Creditors Committee.
Charles W. Akerlow, president and chief executive officer of
Proterra, said the SunCrest developers owed his company
$7 million. Through the settlement, money available to creditors
could rise to $2 million, he said, because some people still owe
SunCrest money.
Zions Bank, formerly SunCrest's biggest creditor, bought the
Draper hilltop development last June for $25.3 million at
bankruptcy auction. Zions is selling the property to a developer.
SunCrest has more than 1,000 homes, but 2,452 unsold lots remain.
When Zions bought the property, David E. Leta, Esq., one of the
attorneys representing the unsecured creditors commitee,
complained that the bank's bid was too low and left creditors
other than Zions Bank holding the bag. Those creditors, owed
about $11 million, then petitioned to change the case from Chapter
11 to Chapter 7 to allow liquidation.
About SunCrest
Headquartered in Draper, Utah, SunCrest LLC fdba Dae/Westbrook LLC
-- http://www.suncrest.com-- develops mountaintop community in
Draper. The company filed for Chapter 11 protection on April 11,
2008 (Bankr. D. Utah Case No.08-22302). Joel T. Marker, Esq., at
McKay Burton & Thurman, represents the Debtor in its restructuring
efforts. The U.S. Trustee for Region 19 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors. David
E. Leta, Esq., and Engels Tejeda, Esq., at Snell & Wilmer in Salt
Lake City, Utah, represent the Committee in this case. The Debtor
listed $46,442,365 in total assets and $96,587,367 in total debts.
SUNSET HOMES: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Sunset Homes, Inc.
5980 Silver Springs Drive
El Paso, TX 79912
Bankruptcy Case No.: 08-31368
Type of Business: The Debtor builds houses.
Chapter 11 Petition Date: September 1, 2008
Court: Western District of Texas (El Paso)
Debtor's Counsel: Sidney J. Diamond, Esq.
(usbc@whc.net)
Sidney Diamond, P.C.
3800 N Mesa C-4
El Paso, TX 79902
Tel: (915) 532-3327
Fax: (915) 532-3355
Estimated Assets: $1 million to $10 million
Estimated Debts: $1 million to $10 million
A list of the Debtor's largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/txwb08-31368.pdf
TALLULAH RIVER: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tallulah River Mountain Resort, Inc.
dba Tallulah River Walk
126 Saluda Drive
Santee, SC 29142
Bankruptcy Case No.: 08-22474
Type of Business: The Debtor operates a full amenity river and
mountain resort.
Chapter 11 Petition Date: September 1, 2008
Court: Northern District of Georgia (Gainesville)
Debtor's Counsel: Jerry A. Daniels, Esq.
Jerry A. Daniels, LLC
Suite 300
175 Gwinnett Drive
Lawrenceville, GA 30045
Tel: (770) 962-4070
Email: jerry@danielstaylor.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $1 million to $10 million
Debtor's 8 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Les Brannon Unsecured $261,000
3315 Timber Ridge Trail Promissary Note
Duluth, GA 30096
Judee Haas Unsecured Loan $201,448
8702 South Winston Place
Tulsa, OK 74137
The Michael R. Thomas Trust All personal and $55,000
P.O. Box 158 real property of (Unknown
Edgewater, FL 32132 debtor secured)
($2,300,000
senior lien)
Dr. Tom Fuller Unsecured Note $40,910
Winestock & Scavo, P.C. Legal Fees $36,236
James Volk Unsecured Loan $23,518
Ann Brown Unsecured Loan $17,279
Larry Henize Unsecured Loan $13,919
TAMA BROADCASTING: FCC Probes Zwirn on Improper Licenses Transfer
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The New York Post reports that New York financier Daniel Zwirn and
his $5 billion hedge fund is under inquiry by the Federal
Communications Commission concerning the illegal transfer of Tama
Broadcasting Inc.'s radio licenses.
The paper's Teri Buhl writes that Tama complained that Zwirn took
ownership of Tama's nine licenses after Tama defaulted on a $20
million loan. Under FCC law, licenses cannot be transferred
without the regulatory agency's permission.
However, Zwirn denies any licenses ownership transfer. Zwirn
admits that it took control of station programming and staff
administration through its subsidiary, Straight Way Radio, to
regain its investment value. Zwirn declares that ad revenue
increased by 50%.
Headquartered in Tampa, Florida, Tama Broadcasting Inc. --
http://www.tamabroadcasting.com/-- is a privately Black-owned
media company. Tama owns and operates 8 radio stations and has
affiliate relationships with two weekly newspapers. According to
the New York Post on Aug. 31, 2008, a court judge is expected to
transfer Tama into the control of a receiver, so it can begin the
bankruptcy sale.
TCGC LLC: Federal Court to Hear Portion of Hobart Dispute
---------------------------------------------------------
Malavika Jagannathan of Greenbay Press Gazette reported on
Friday that Judge William Griesbach of the U.S. District Court for
the Eastern District of Wisconsin will consider a portion of a
bankruptcy case involving the village of Hobart, which borders the
west side of the City of Greenbay, Wisconsin, and the Thornberry
Creek Golf Course.
Judge Griesbach will rule on whether Hobart has a right to enforce
a number of restrictive covenants on the Thornberry Creek Golf
Course, village attorney Frank Kowalkowski said.
Thornberry Creek, a 320-acre, 36-hole golf course with banquet
facilities and a pro shop, is owned by TCGC, LLC, a company which
filed for Chapter 11 bankruptcy on July 16, 2008, with the Eastern
District of Wisconsin.
The covenants would require any buyer to maintain the property as
a golf course and continue to pay taxes. This is separate from
the majority of the proceedings, which would still be heard by the
bankruptcy court.
The village objects to the the property transfer because the
property could become tax-exempt if the tribe places it in federal
trust.
As reported in the Troubled Company Reporter on July 7, 2008,
the Oneida Tribe of Indians' General Tribal Council voted to
buy the Thornberry Creek Golf Course from TCGC, LLC, in Hobart,
according to Chicago Tribune.
Tribal communications director Bobbi Webster said nearly all of
the 1,000 members who attended the meeting meeting supported the
purchase. She did not say how much the tribe would pay for the
course, but tax records show the clubhouse property is worth
$4.3 million.
About TGCC, LLC
TGCC, LLC -- http://www.thornberrycreekcc.net/-- owns and
operates the Thornberry Creek Golf Course. The company filed for
voluntary Chapter 11 bankruptcy protection in the Eastern District
of Wisconsin on July 16, 2007. Paul G. Swanson, Esq., at
Steinhilber Swanson Mares Marone & McDermott, represents the
Debtor in its restructuring efforts. When it filed for
bankruptcy, the Debtor listed $17,792,813 in assets and
$16,879,672 in liabilities.
TEKOIL AND GAS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tekoil and Gas Gulf Coast, LLC
1396 Havelock
Spring, TX 77386
Bankruptcy Case No.: 08-80405
Type of Business: The Debtor is an acquisition subsidiary of
Tekoil & Gas Corp. -- a technology-driven
company focused on the development, acquisition,
stimulation, rehabilitation and asset
improvement of small to medium-sized oil and gas
fields.
Chapter 11 Petition Date: August 29, 2008
Court: Southern District of Texas (Galveston)
Judge: Letitia Z. Clark
Debtor's Counsel: Patrick J Neligan, Jr., Esq.
Neligan Foley LLP
325 N. Street Paul, Suite 3600
Dallas, TX 75201
Tel: (214) 840-5300
Fax : 214-840-5301
Email: pneligan@neliganlaw.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $10 million to $50 million
The Debtor did not file a list of its 20 Largest Unsecured
Creditors.
THORNBURG MORTGAGE: June 30 Balance Sheet Uside-Down by $1.42BB
---------------------------------------------------------------
Thornburg Mortgage Inc. disclosed last week its financial results
for the second quarter ended June 30, 2008.
At June 30, 2008, the company's consolidated balance sheet showed
$28.79 billion in total assets, $29.21 billion in total
liabilities, and $1.00 billion in preferred stock, resulting in a
$1.42 billion stockholders' deficit.
The company reported net income before preferred stock dividends
for the quarter ended June 30, 2008, of $412.3 million, as
compared to net income of $83.4 million for the same period in the
prior year.
Earnings for the quarter were significantly impacted by the
following items:
-- $536.9 million fair value gain related to the Principal
Participation Agreement and Additional Warrant Liability
-- $209.6 million loss on further impairment of the company's
MBS portfolio partially offset by a $14.3 million net gain on
the sale of ARM Assets and REO
-- $24.9 million fair value gain related to the Senior
Subordinated Notes
-- $23.0 million gain on the extinguishment of the company's
remaining asset-backed commercial paper debt
Adjusted income after eliminating the impact of these items is
$22.7 million for the quarter ended June 30, 2008.
The increase in the company's second quarter earnings to
$412.3 million, as compared to $83.4 million a year ago, is
primarily due to decreases in the fair value of the PPA and
Additional Warrant Liability and the Senior Subordinated Notes of
$536.9 million and $24.9 million, respectively, and a gain on the
extinguishment of the company's remaining asset-backed commercial
paper debt of $23.0 million, partially offset by a net loss on ARM
Assets of $195.2 million. Net interest income was $53.3 million
compared to $102.3 million for the same quarter of 2007, or 48%
less than a year ago.
The portfolio yield during the second quarter increased 78 basis
points to 6.95% from 6.17% in the prior quarter. The company's
average cost of funds increased to 6.19% in the second quarter
from 5.93% in the prior quarter. This resulted in an average
portfolio margin of 0.73% for the quarter, which was up from 0.49%
from the prior quarter.
The company's operating expenses as a percentage of average assets
increased to 0.28% at June 30, 2008, from 0.11% for the prior
quarter. This increase resulted from increased shareholder
relations, accounting and legal fees as well as increased expenses
related to the operations of Thornburg Mortgage Home Loans as a
result of reduced loan production and resultant reduced
capitalized loan origination costs.
Premium amortization for the quarter ended June 30, 2008, resulted
in accretion of $64.0 million for the second quarter of 2008,
which reflects an actual CPR for the quarter of 16%, as compared
to 12% and 17%, respectively, for the quarters ended March 31,
2008, and June 30, 2007, respectively. In calculating the
company’s amortization for the second quarter of 2008, Thornburg
Mortgage has assumed prepayments for its portfolio will be 13% CPR
for three months before accelerating to a forecasted average CPR
of 18%. This forecast is based on prepayment rates and the age,
coupon and product-based vectors of the company's portfolio. The
company believes these prepayment assumptions are prudent yet
representative of the competing factors of current mortgage
interest rates offset by declining real estate values and
considerably tighter lending standards. Largely as a result of
the other-than-temporary impairment charges taken in the fourth
quarter of 2007 and the first half of 2008, Thornburg Mortgage
owns its mortgage assets at a net discount of 7.44% which suggests
that any increase in prepayments will have a positive impact on
its portfolio spreads and margins.
Liquidity Vital to Normalized Business Operations
As of March 6, 2008, the company did not have enough liquid assets
to satisfy margin calls approximating $610 million. By March 12,
2008, the company had received notices of events of default from
five different reverse repurchase agreement counterparties, with
an aggregate amount of $1.8 billion in outstanding obligations to
these counterparties (all of which were subsequently cured). On
March 17, 2008, the company entered into a 364-day Override
Agreement with five of its remaining Reverse Repurchase Agreement
and Forward Auction Agreement counterparties. Pursuant to the
Override Agreement, the company was required to raise $1 billion
in new capital.
The company completed a Financing Transaction through the private
placement of an aggregate of up to $1.35 billion in principal
amount of Senior Subordinated Notes, Initial Warrants, Escrow
Warrants and Additional Warrants and participations in a Principal
Participation Agreement on March 31, 2008. Of the $1.35 billion
amount, $200.0 million was deposited in escrow, of which
approximately $188.6 million continues to be held in escrow at
June 30, 2008, and is not recorded in the the company's
consolidated balance sheet as of said date. The decrease in the
rate of interest payable on the Senior Subordinated Notes, the
termination of the Principal Participation Agreement and the
issuance of additional Senior Subordinated Notes in exchange for
the approximately $188.6 million of remaining escrowed funds are
dependent upon these events:
(1) Shareholder approval of a charter amendment to increase the
number of authorized shares of capital stock from 500 million
to 4 billion shares (which was obtained on June 12, 2008),
(2) Completion of a successful Exchange Offer and Consent
Solicitation for at least 66 2/3% of the outstanding shares
of each series of Preferred Stock (which is equivalent to 66
2/3% of the aggregate liquidation preference of the
outstanding shares of each series of Preferred Stock) by
Sept. 30, 2008. Completion of a successful Exchange Offer
and Consent Solicitation requires approval from the holders
of the company's voting stock (which was obtained on June 12,
2008) and each series of Preferred Stock of an amendment to
the company's charter to modify the terms of each series of
Preferred Stock to eliminate certain rights of the Preferred
Stock. The company commenced the Exchange Offer and Consent
Solicitation on July 23, 2008, and as of Aug. 19, 2008, the
company had received tenders for over 66 2/3% of the
outstanding shares of each series of Preferred Stock, and
(3) Issuance of Additional Warrants to the investors under the
Principal Participation Agreement and to the investors that
contributed the approximately $188.6 million in remaining
escrowed funds by Sept. 30, 2008.
If the company satisfies these three conditions, then it can
terminate the Principal Participation Agreement by issuing to each
Participant its prescribed share of the Additional Warrants. If
the company does not satisfy these conditions, the PPA remains in
effect.
The company believes that the satisfaction of the Escrow Release
Conditions is vital for the company to resume normalized business
operations. The outcome of these events, the availabily of
sources of liquidity and the availability of financing for certain
of the company's ARM Assets is uncertain.
Since entering into the Override Agreement, the rating agencies
have been taking significant actions on their ratings of all
classes of mortgage securities. As a result, the company has
experienced ratings downgrades of $36.4 million carrying value of
MBS through June 30, 2008, and $1.1 billion carrying value of MBS
between June 30, 2008, and Aug. 22, 2008, on the MBS
collateralizing the Reverse Repurchase Agreements.
As a result of these downgrades, the company and the parties to
the Override Agreement have determined that the Override Agreement
has some possible ambiguities as to the amount, timing,
calculation methodology and limits of margin calls against the
Liquidity Reserve Fund. The company and the parties to the
Override Agreement are in negotiations to resolve the potential
ambiguities. On Aug. 21, 2008, in connection with these
negotiations, the company used amounts in the Liquidity Reserve
Fund to pay margin calls totaling approximately
$219.0 million based on its interpretation of the Override
Agreement, which may be less than the counterparties to the
Override Agreement's interpretation. As of Aug. 22, 2008, the
company has identified additional downgrades in its portfolio that
would result in similar margin calls of $25.9 million. The
company expects that additional margin calls arising from existing
or future ratings downgrades will be satisfied out of the
Liquidity Reserve Fund, based on its interpretation of the
Override Agreement.
Exchange Offer and Consent Solicitation
On July 23, 2008, the company commenced its Exchange Offer and
Consent Solicitation (the "Exchange Offer") for all of its
outstanding preferred stock. Preferred shareholders will receive
$5.00 in cash and 3.5 shares of the company's common stock for
each share of preferred stock validly tendered and accepted.
Successfully completing the Exchange Offer by Sept. 30, 2008, is
required to eliminate the PPA and reduce the annual interest rate
on the Senior Subordinated Notes to 12% from 18%. As of 5:00
p.m., New York City time, on Aug. 22, 2008, holders of Preferred
Stock had tendered approximately (i) 79.4% (5,178,290 shares) of
the Series C Preferred Stock; (ii) 82.0% (3,279,428 shares) of the
Series D Preferred Stock; (iii) 89.4% (2,828,446 shares) of the
Series E Preferred Stock and (iv) 68.8% (20,869,687 shares) of the
Series F Preferred Stock.
The Exchange Offer will expire at 12:01 a.m., New York City time,
on Sept. 3, 2008, unless further extended or terminated by the
company. Holders of the preferred stock who have previously
tendered their shares continue to have the right to revoke such
tenders at any time prior to the current expiration date of 12:01
a.m., New York City time, on Sept. 3, 2008, by complying with the
revocation procedures set forth in the Offering Circular relating
to the Exchange Offer.
Credit Performance of ARM Portfolio
At June 30, 2008, 60-day plus delinquent loans in the company's
portfolio of 34,915 loans totaled 0.65%, up from 0.44% at
March 31, 2008, but still significantly below the industry's
conventional prime ARM loan delinquency ratio of 6.79% at
March 31, 2008, as reported by the Mortgage Bankers Association.
In addition, at June 30, 2008, the company owned 55 REO properties
with original balances of $38.0 million and a valuation reserve of
$12.5 million. One category of bulk purchased loans, specifically
$530.0 million of pay option ARMs purchased from one seller,
continues to exhibit higher delinquencies than the rest of the
company's loan portfolio and is effectively doubling the company's
total portfolio delinquency rate. However, Thornburg Mortgage
originally anticipated that these loans would experience higher
delinquencies and losses when it acquired them and is managing
these delinquencies to minimize losses. In the second quarter,
the company realized loan losses of $3.4 million, losses on REO
sales of $133,000 and recorded $1.7 million in write-downs related
to REO that the company expects to sell in the future. Thornburg
Mortgage believes that the impairment charges totaling
$578.6 million reflected in its Securitized ARM Loans included all
probable credit losses inherent in the ARM loan portfolio at
June 30, 2008.
Thornburg Mortgage says it remains committed to preserving strong
asset quality. At June 30, 2008, 97.7% of its ARM Asset portfolio
was concentrated in AAA or AA rated securities or agency
securities. However, as of Aug. 22, 2008, $1.1 billion of the
company's ARM asset portfolio was downgraded. As a result, the
percent of high quality MBS in its portfolio has declined to
93.2%.
Purchased securitized loans totaled $427.5 million or 1.6% of the
company’s ARM assets at June 30, 2008. The company retains the
credit risk associated with the ownership of these purchased
securitized loans, which have a total principal balance of
underlying loans of $5.5 billion. Accordingly, Thornburg Mortgage
has estimated credit losses in the form of a non-accretable
discount of $26.0 million, which the company believes is the
appropriate amount of non-accretable discount based upon the
current delinquency rates in these underlying loans.
During the quarter ended June 30, 2008, Thornburg Mortgage
originated $243.6 million of ARM loans, generally originated to
"A quality" underwriting standards. Of the ARM assets acquired
and originated during the second quarter of 2008, 100% were hybrid
ARM assets. Consolidated assets totaled $28.79 billion at
June 30, 2008, compared to $36.27 billion at Dec. 31, 2007.
For the quarter ended June 30, 2008, Thornburg Mortgage's mortgage
assets paid down at an approximate average CPR of 16%, compared to
12% for the quarter ended March 31, 2008, and 17% for the quarter
ended June 30, 2007.
Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?318f
About Thornburg Mortgage Inc.
Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages. It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets. Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.
* * *
As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.
Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.
As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's said that the completion of Thornburg Mortgage
Inc.'s tender offer for its preferred shares will have an impact
on the rating once complete. If Thornburg is successful in the
tender offer, S&P would view this as a positive sign.
TRIPLE O: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Triple O Enterprises, Ltd.
6358 Pinemont Drive
Houston, TX 77092
Bankruptcy Case No.: 08-35589
Chapter 11 Petition Date: August 28, 2008
Court: Southern District of Texas (Houston)
Debtor's Counsel: Peter Johnson, Esq.
(pjlawecf@pjlaw.com)
Law Offices of Peter Johnson
Eleven Greenway Plaza, Suite 2820
Houston, TX 77046
Tel: (713) 961-1200
Fax: (713) 961-0941
Total Assets: $1,405,000
Total Debts: $1,047,908
The Debtor did not file a list of its largest unsecured creditors.
TROPICANA ENT: Salient Terms of Aztar Casino Assets Re-Marketing
----------------------------------------------------------------
Tropicana Entertainment LLC asks the U.S. Bankruptcy Court for the
District of Delaware for permission to:
(a) comply with deadlines set forth in the Purchase Agreement;
(b) commence the re-marketing of the Evansville Assets to
potential competing bidders; and
(c) preserve maximum flexibility while the Debtors' new
executive management team and recently-appointed Board of
Managers evaluate all strategic options with respect to
the Evansville Assets.
The Debtors seek to sell their assets related to Casino Aztar
Evansville to Resorts Indiana LLC, as buyer, and Eldorado
Resorts, LLC, as parent guarantor, subject to higher and better
bids.
The Debtors believe that if the Casino Aztar Assets are sold at
this time, they will obtain the maximum recovery of those assets
for their creditors if sold through a well-advertised auction.
Marketing Efforts for Casino Aztar
Lee E. Kaufman, Esq., at Richards Layton & Finger P.A., in
Wilmington, Delaware, notes that in December 2007, the New Jersey
Casino Control Commission denied the Debtors' applications to
renew their gaming license, based on findings concerning the
unacceptable business ability and integrity of the Debtors'
former officers. Thereafter, the Indiana Gaming Commission
asserted that the New Jersey ruling put at risk the Debtors'
license to own and operate the Aztar Casino Evansville, located
in Evansville, Indiana.
To induce the Indiana Gaming Commission to refrain from
exercising its regulatory powers on the Debtors' gaming license,
the Debtors' former management agreed to an expedited sale
process for Casino Aztar. The Debtors also consented to the
appointment of Robert Dingman as their attorney-in-fact to assist
with overseeing the operations at Casino Aztar in the interim.
>From the purchase offers gathered, the Debtors determined that
the bid from Resorts Indiana was the highest and best offer for
the Casino Aztar Assets. By March 31, 2008, Aztar Riverboat
Holding Company, LLC, the Selling Debtor, executed an agreement
with Resorts Indiana for the purchase of the Evansville Assets
for $190,000,000 in cash, a $30,000,000 note, and a potential
"earn-out" of up to $25,000,000 to be calculated based on the
financial performance of Casino Aztar during the year following
the closing of the Sale. Resorts Indiana has deposited
$10,000,000, currently held in an interest bearing account with
Wells Fargo NA.
The Aztar Asset Purchase Agreement sets forth a number of
deadlines by which the Sale must close, Mr. Kaufman notes.
Mr. Kaufman adds that the Indiana gaming authorities have alleged
-- but the Debtors do not concede -- that certain representations
were made regarding Casino Aztar and that they relied on those
representations in refraining from exercising their regulatory
powers with respect to Casino Aztar license. The Indiana
authorities noted that unless the Debtors' new board and
executive management pursue the sale process, they can no longer
refrain from pursuing regulatory actions with respect to the
Debtors' licenses in Indiana.
Applicable Deadlines under Aztar APA
Pursuant to Aztar APA, Debtor Aztar Riverboat agreed that if it
became a Chapter 11 debtor prior to the sale closing and if the
APA had not otherwise been terminated by then, it would file a
motion promptly seeking Court approval of a bidding procedures
order that would provide that:
-- the Aztar APA would be the stalking horse bid for Casino
Aztar;
-- Resorts Indiana would be the stalking horse bidder for that
bid;
-- upon the consummation of an Alternate Transaction for the
Assets, Resorts Indiana would be entitled to certain fees
and expense reimbursements, and those fees and expense
reimbursements would be treated as superpriority
administrative expense priority obligations.
The Aztar APA provides either party may terminate the APA if the
transaction is not consummated by August 31, 2008, the Outside
Date. Either party may extend the Outside Date if that party is
otherwise in compliance with all obligations under the Agreement
in all material respects, and if the extension is necessary to
obtain any required Gaming Approvals.
The Outside Date can only be extended beyond December 10, 2008,
with the consent of the lenders under the OpCo Credit Facility,
and at that point, no later than April 1, 2009.
Under the Aztar APA, if the Sale is not closed by September 28,
2008, the Attorney-in-Fact may sell the Evansville Assets in good
faith.
A full-text copy of the Aztar APA is available for free at:
http://bankrupt.com/misc/TROPI_casinoaztarAPA.pdf
The Debtors inform the Court that they intend to market the
Evansville Assets on an exclusive basis, notwithstanding the
provisions of the Power of Attorney. The Attorney-in-Fact has
informed the Debtors that he has no current intention to market
the Evansville Assets, Mr. Kaufman relates.
Moreover, the Debtors understand that Resorts Indiana's financing
commitment expires on Dec. 31, 2008.
Bidding Procedures
To ensure that the highest or otherwise best price is received
for the Evansville Assets, the Debtors propose uniform bidding
procedures to govern the submission of competing bids at an
Auction.
To be deemed a Qualifying Bidder, each potential bidder other
than Resorts Indiana must deliver to the Debtors, a written offer
for the purchase of substantially all of the Casino Aztar Assets.
Any bid must result in a value for the Casino Aztar Assets that
is more than $228,100,000 and must be accompanied by a good faith
deposit of no less than $10,000,000.
A full-text copy of proposed Bidding Procedures for the Casino
Aztar Assets is available for free at:
http://bankrupt.com/misc/TROPI_casinoaztarbiddingprcdures.pdf
As part of the Bidding Procedures, the Debtors seek approval of a
break-up fee for $6,600,000 and an expense reimbursement of up to
$500,000 for Resort Indiana's actual out-of-pocket costs and
expenses in connection with the negotiation, documentation,
and implementation of the APA. If owed, the Break-up Fee and the
Expense Reimbursement will constitute allowed superpriority
administrative expenses of Aztar Riverboat's estate.
In addition, to induce Resorts Indiana to remain as a Back-up
Bidder, the Debtors agree to pay certain of Resorts Indiana's
fees, costs, and expenses, including:
-- up to the amount of $125,000 for the filing fee paid by
Resorts Indiana to the United States if it makes all
necessary filings under the HSR Act by November 15, 2008;
-- a reimbursement of up to $245,000 as an administrative
expense Resorts Indiana's Ticking Fee for December 2008;
-- the reasonable, documented out-of-pocket costs incurred on
and after December 1, 2008, by Resorts Indiana to be
prepared to consummate a Closing while it remains the Back-
up Bidder or the new "Prevailing Purchaser" pursuant to the
Bidding Procedures; and
-- the reasonable fees, costs, and expenses, including any
applicable Ticking Fee, of Resorts Indiana's Lenders for
the extension of the Financing Commitment from its current
expiration of December 31, 2008, to the Extended Commitment
Date.
The Debtors propose this timeline with respect to the Bidding
Procedures, the Auction, the Sale Hearing, and the Sale:
September 2008 The Debtors will begin to re-market
the Evansville Assets.
September 16, 2008 Bidding Procedures Hearing
October 31, 2008 Final pre-Auction bids due.
Week of Nov. 10, 2008 Auction
November 18, 2008 Sale Hearing
No later than
December 31, 2008 Sale closing
The Debtors further ask the Court to rule that notice of the
Sale, Auction, Sale Hearing and the Bidding Procedures Order be
deemed adequate and sufficient if:
-- Within 15 days of the entry of the Bidding Procedures, the
Debtors serve by first class mail copies of the Bidding
Procedures Order, the Bidding Procedures, and a notice
regarding the Sale on the Notice Parties, which include,
among others, (1) the Office of the U.S. Trustee, (2)
counsel to the Official Committee of Unsecured Creditors,
(3) counsel to the Debtors' lenders, (4) the Internal
Revenue Service, (5) the Securities and Exchange
Commission; (6) the gaming commissions for the States of
Indiana, Louisiana, Mississippi, New Jersey, and Nevada;
(7) the United States Department of Justice; and (8) the
Buyer and its counsel; and
-- Within 20 days of the entry of the Bidding Procedures, the
Debtors will publish a notice in the Evansville Courier
Press and the national edition of The Wall Street Journal
and USA Today.
The Debtors relate that they intend to use the sale proceeds, if
any, to distribute to creditors under a plan of reorganization or
as authorized by the Court in conformity with the Bankruptcy
Code.
The Court is set to consider the proposed Bidding Procedures in a
hearing schedule for September 16, 2008. Any responses or
objections must be filed with the Court in writing no later than
September 9.
About Tropicana Entertainment
Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.
Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent. AlixPartners LLP is the Debtors'
restructuring advisor.
Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case. Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.
The Debtors' exclusive plan filing period expires on Sept. 2,
2008. (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
TROPICANA ENT: Various Parties Respond to Casino Aztar Sale
-----------------------------------------------------------
Various parties-in-interest in the bankruptcy cases of Tropicana
Entertainment LLC responded to the Debtors' plan to sell their
assets related to Casino Aztar Evansville to Resorts Indiana LLC,
as buyer, and Eldorado Resorts, LLC, as parent guarantor, subject
to higher and better bids.
(1) Creditors Committee
"A proper sale process must be run for the Casino Aztar
Evansville to determine whether any offer makes sense," Ann
Cordo, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, emphasizes, on behalf of the Official
Committee of Unsecured Creditors.
"However, the reality of the situation may be that the Debtors
and their creditors are much better off keeping the Casino Aztar
Evansville and reorganizing around it and the other core
Tropicana assets," Ms. Cordo says.
The Committee says it supports the Debtors' Sale Motion for the
purpose of testing the market and obtaining information to make
the appropriate determination on the disposition of Casino Aztar.
The Committee notes though that the terms of the Power of
Attorney -- including the requirement of the Casino Aztar sale to
occur before September 28, 2008 -- may not be enforceable as it
would result in a violation of the automatic stay. Thus, those
terms should not dictate the decisions of the Debtors with
respect to its property, Ms. Cordo says.
The Committee, however, complains that:
-- the Earn Out consideration under the Casino Aztar Purchase
Agreement is partially illusory; and
-- the break-up fee and expense reimbursement are excessive.
The APA provides for a payment of up to $25,000,000 for the
purchase of Casino Aztar. Based on historical performance data,
the Debtors will not likely receive this consideration because
Casino Aztar is unlikely to achieve EBITDA of $38,000,000, Ms.
Cordo points out.
Moreover, the break-up fee and expense reimbursement, which total
3.7% of the proposed purchase price, appear to greatly outweigh
any amounts that could be owed by the Debtors as rejection
damages pursuant to a rejection of the Casino Aztar APA.
The Committee thus seek that the Casino Aztar Purchase Agreement
be modified to reduce the break-up fee and to require Eldorado to
pay real value instead of including the illusory "Earn out" as
part of the purchase price consideration.
(2) Ad Hoc Consortium
The Ad Hoc Consortium of Holders of 9 5/8% Senior Subordinated
Notes joins in the request for the approval of the Debtors' Sale
Motion in limited part to the extent it permits the Debtors to
re-market Casino Aztar.
The Ad Hoc Consortium, however, ask the Court to deny the portion
of the Sale Motion that seeks approval of any sale of Casino
Aztar before the Debtors' business plan is finalized, new bids
are received from the sales process, and the Debtors, Official
Committee and Noteholders have an opportunity to determine what
is in the best interests of the Debtors' estate.
(3) Indiana Gaming Commission
The Indiana Gaming Commission intends to continue a hearing in
November 2008 for Eldorado Resorts' license application for the
Casino Aztar Evansville, The Evansville Courier Press reports.
Tropicana Entertainment owns the Aztar Casino. It agreed to sell
the Aztar casino to Eldorado Resorts in March 2008 and thus,
Eldorado started the process of procuring an Indiana gaming
license for the casino.
The Indiana Commission plans to continue the review of the
Eldorado license application, despite Tropicana Entertainment's
plan to put up the casino for auction. "Our background and
financial investigations continue to process the application for
transfer of the license to Eldorado in the normal course of
business," the Evansville Courier Press quoted Gaming Commission
Executive Director Ernest Yelton as saying.
"If that auction ultimately yields another buyer, and the
investigation of Eldorado is not complete, then (the Eldorado
review) would stop," Mr. Yelton told the newspaper. "But we are
looking for a transition from current ownership (at Aztar), and
will continue to work to make that as seamless a web as
possible."
About Tropicana Entertainment
Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.
Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent. AlixPartners LLP is the Debtors'
restructuring advisor.
Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case. Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.
The Debtors' exclusive plan filing period expires on Sept. 2,
2008. (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
TROPICANA ENT: Investigation Deadline Extended Until September 30
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware extended the Investigation Deadline through Sept. 30,
2008, at 5:00 p.m., Eastern Time.
Pursuant to the Court's May 30, 2008 LandCo Cash Collateral
Order, the Official Committee of Unsecured Creditors Committee in
Tropicana Entertainment LLC's Chapter 11 case and other parties-
in-interest were granted a 90-day period within which to
investigate and challenge the validity, enforceability, priority
or extent of the prepetition obligations and liens of the Debtors
to any of the LandCo Lenders and Credit Suisse, as the LandCo
Lenders' agent.
The LandCo Cash Collateral Order further provided that the
Investigation Deadline may be extended to any agreed date, in
writing, by the LandCo Agent in its sole discretion, or as
ordered by the Court. The current Investigation Deadline is
Aug. 28, 2008.
The Creditors Committee wants the opportunity to investigate the
Prepetition Obligations and Prepetition Liens asserted by Credit
Suisse and the LandCo Lenders.
Credit Suisse serves in separate capacities as agents for two
separate lender groups, which have different holders and
different liens, claims and rights under their applicable credit
documents. Decisions of the OpCo Agent and the LandCo Agent are
made independently of each other.
Credit Suisse, as LandCo Agent, has refused to extend the
deadline. However, Credit Suisse, as OpCo Agent to a syndicate
of senior secured lenders under the Credit Agreement dated
January 3, 2007, has agreed to extend the August 28, 2008
deadline under the Final OpCo DIP Order solely for the Creditors
Committee through September 30, 3008.
In separate filings, (i) the Debtors informed the Court that they
do not object to the Court's granting of the extension; (ii) the
OpCo Agent took no position on extension request; and (iii) the
LandCo Agent asserted that the request should be denied as the
Creditors Committee cannot show cognizable cause, need or
justification for extending the Investigation Deadline.
About Tropicana Entertainment
Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.
Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent. AlixPartners LLP is the Debtors'
restructuring advisor.
Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case. Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.
The Debtors' exclusive plan filing period expires on Sept. 2,
2008. (Tropicana Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)
VICTORVILLE AEROSPACE: Case Summary & 17 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Victorville Aerospace, LLC
dba Liberty West
18200 Phantom West
Victorville, CA 92394
Bankruptcy Case No.: 08-35790
Type of Business: The Debtor is a provider of MRO services for the
aviation industry, specializing in Airbus,
Boeing, Lockheed and McDonnell Douglas aircraft,
both narrow and wide-body aircraft.
See http://www.victorvilleaerospace.com
Chapter 11 Petition Date: September 1, 2008
Court: Southern District of Texas (Houston)
Judge: Marvin Isgur
Debtor's Counsel: Ronald J. Sommers, Esq.
Nathan Sommers Jacobs
2800 Post Oak Boulevard, 61st Floor
Houston, TX 77056-6102
Tel: (713) 892-4801
Fax: (713) 892-4800
Email: efilers@nathansommers.com
Total Assets: $6,286,348
Total Debts: $18,986,880
Debtor's 17 Largest Unsecured Creditors:
Entity Claim Amount
------ ------------
Worsham, James $1,712,730
18374 Phantom
Victorville, CA 92394
GSI $1,282,776
5999 Stevenson Avenue, Suite 410
Alexandria, VA 22304
Graven, Will $850,000
3737 S. Grove Street
Phoenix, AZ 85040
KND Afiliates, LLC $828,783
462 Stevens Avenue, Suite 308
Solana Beach, CA 92075
Plane Techs $678,298
3585 Atlanta Avenue
P.O. Box 934477
Aircraft on Ground, Inc. $228,385
Time Aviation Services $71,492
World Service West $50,443
United Rentals $40,338
Southern California Logistics Airport $25,193
Aero Sol Solutions $10,000
STS Services, Inc. $7,100
Airpac Enterprises $7,000
Logair parts, LLC $5,750
Bax Global $3,829
City of Victorville $1,440
Fab Air $1,200
VISTEON CORP: Ford Motor to Contribute $50 Mil. in Escrow Account
-----------------------------------------------------------------
Visteon Corporation, Ford Motor Company and Ford-managed entity
Automotive Components Holdings, LLC, amended these agreements:
1) The Escrow Agreement, dated as of Oct. 1, 2005, among
Ford, the company and Deutsche Bank Trust Company Americas, was
amended to, among other things, provide that Ford will contribute
an additional $50 million into the escrow account, and to provide
that such additional funds will be available to the company to
fund restructuring and other qualifying costs, as defined within
the Escrow Agreement, on a 100% basis.
2) The Reimbursement Agreement, dated as of Oct. 1, 2005,
between Ford and the company, was amended and restated to, among
other things, require Ford to reimburse the company for certain
severance expenses and other qualifying termination benefits, as
defined in such agreement, relating to the termination of salaried
employees who were leased to ACH. Previously, the amount required
to be reimbursed by Ford was capped at $150 million, of which the
first $50 million was to be funded in total by Ford and the
remaining $100 million was to be matched by the company. Any
unused portion of the $150 million as of Dec. 31, 2009, was to be
deposited into the escrow account governed by the Escrow
Agreement.
3) The Master Services Agreement, dated as of Sept. 30, 2005,
as amended, between the company and ACH, was amended to, among
other things, extend the term that Visteon will provide certain
services to ACH, Ford and others from Dec. 31, 2009, to Jan. 1,
2011.
4) The Visteon Salaried Employee Lease Agreement, dated as of
Oct. 1, 2005, as amended, between the company and ACH was amended
to, among other things, extend the term that ACH may lease
salaried employees of the company from Dec. 31, 2010 to Dec. 31,
2014.
5) The Intellectual Property Contribution Agreement, dated as
of Oct. 1, 2005, as amended, among the company, Visteon Global
Technologies, Inc., Automotive Components Holdings, Inc. and ACH
was amended to, among other things, to clarify the availability
for use of certain patents, design tools and other proprietary
information.
About Ford Motor Co.
Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents. With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda. The company provides
financial services through Ford Motor Credit Company.
The company has operations in Japan in the Asia Pacific region. In
Europe, the company maintains a presence in Sweden, and the United
Kingdom. The company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.
About Visteon
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.
Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.
* * *
Fitch Ratings has affirmed Visteon Corporation's ratings as:
issuer default rating at 'CCC'; senior secured bank facilities at
'B/RR1'; and unsecured notes at 'CC/RR6'. Fitch has also assigned
a rating of 'CC/RR6' to Visteon's new 12.25% senior unsecured
notes being issued as part of the company's debt exchange offer.
The ratings cover approximately $2.8 billion in debt. The rating
outlook is negative.
VISTEON CORP: Closes UK Facility Sale, Continues UK Restructuring
-----------------------------------------------------------------
Visteon Corporation disclosed the sale of its facility in
Halewood, United Kingdom, to International Automotive Components
Group Europe (IAC Europe), a key automotive supplier for interior
trim, carpet and acoustics systems, and exterior trim.
The Halewood facility is dedicated to the assembly and sequencing
of cockpit systems and consoles to Jaguar Land Rover's Halewood
operation. The Halewood facility had 2007 sales of approximately
$150 million and operated on close to a break-even basis. Under
the business purchase agreement, Visteon will transfer the
assembly facility and associated assets including purchase and
supply contracts to IAC Europe. The nearly 150 employees
currently employed at the facility will also transfer to the new
owner. Terms of the sale were not disclosed.
"Following the recently announced customer agreements and the
Swansea plant sale, the divestiture of our Halewood facility marks
another important step in improving the financial performance of
our UK operations," said Donald J. Stebbins, Visteon president and
chief executive officer.
Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers. The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 38,500
people.
Visteon Corporation's consolidated balance sheet at June 30, 2008,
showed $7.02 billion in total assets, $6.93 billion in total
liabilities, and $295.0 million in minority interests, resulting
in a $207.0 million stockholders' deficit.
* * *
Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer. The ratings cover approximately
$2.8 billion in debt. The rating outlook is negative.
WCI COMMUNITIES: Wants to Access $150 Mil. Wachovia DIP Facility
----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to enter into a $150,000,000 secured postpetition
financing arrangement with Wachovia Bank, N.A, as DIP
administrative agent; Bank of America, N.A., as DIP collateral
agent; and a syndicate of lenders.
The Debtors relate that they need sufficient liquidity to avoid a
forced liquidation of their assets on a "fire-sale" basis to the
detriment of all creditors. The Debtors note that they have
obtained authority to use Cash Collateral, on an interim basis.
However, they aver, the Cash Collateral use was intended solely
as a bridge to the consummation and final approval of a DIP
Credit Facility.
Against this backdrop, the Debtors carefully evaluated a proposed
financing structure from certain lenders, engaged in extensive
negotiations with the lenders regarding proposed terms, and
worked with their advisors to obtain the best possible pricing
from those lenders, Mary E. Augustine, Esq., at Bayard, P.A., in
Wilmington, Delaware, avers.
DIP Loan Commitment Letter
The DIP Lenders executed a commitment letter dated August 22,
2008, agreeing to provide the Debtors with:
* a $70,000,000 revolving facility, with a subfacility in an
amount to be agreed for standby and commercial letters of
credit; and
* a $80,000,000 term loan facility.
Stephen R. Goldstein of Lazard Freres & Co. LLC, the Debtors'
financial advisors, tells the Court that the DIP Credit Facility
has not been fully underwritten as of August 22, 2008. He notes
that as of the same date, Wachovia Bank and BofA, the two lead
arrangers under the DIP Facility, have each committed to a
$30,000,000 portion of the DIP Credit Facility and have agreed to
use their best efforts to ensure that the DIP Credit Facility is
fully syndicated.
The Debtors propose to use a portion of the DIP Loan proceeds to
repay certain of their prepetition debt, including all their
obligations under a Construction Loan Agreement dated September
2005 or the Prepetition Tower Facility. The remaining DIP Loan
proceeds will be used to support working capital requirements and
other general corporate purposes of the Debtors.
The DIP Facility Obligations will be guaranteed by each domestic
subsidiary of WCI Communities, Inc., except WCI's non-debtor
subsidiaries and joint venture subsidiaries.
DIP Claims and Liens
Under the DIP Term Sheet, all of the Debtors' DIP Loan
Obligations will be, at all times:
(a) pursuant to Section 364(c)(1) of the Bankruptcy Code, be
entitled to joint and several superpriority claims status
in the Debtors' cases;
(b) pursuant to Section 364(c0(2), secured by perfected first
priority liens on all of the Debtors' unencumbered
property;
(c) pursuant to Section 364(c)(3), secured by perfected junior
liens on all of the Debtors' encumbered property which
prime the liens of the prepetition secured lenders; and
(d) pursuant to Section 364(d)(1), secured by a perfected
first priority, senior priming liens on all of the
prepetition collateral.
The DIP Claims and Liens are subject to the Carve-Out.
The Carve-Out refers to (i) all unpaid fees due and payable to
the Bankruptcy Court Clerk and the Office of the U.S. Trustee
pursuant to Section 1930 of the Judiciary and Judicial Procedures
Code, and (ii) all unpaid fees and expenses of bankruptcy
professionals retained by the Debtors and any official statutory
committee in the Debtors' cases, in an amount not to exceed
$7,000,000.
Maturity Date
The Loan Parties seek the entry of a DIP Order no later than
September 24, 2008.
The DIP Facility will mature in one year, with an option for the
Debtors to extend the maturity for an additional six months.
The amounts under DIP Facility will be available on the entry of
a DIP Order. The commitments under the DIP Revolver Facility
will not be available at any time unless the unrestricted cash
and cash equivalents of the Loan Parties are less than
$50,000,000, after giving effect to amounts to be drawn under the
DIP Revolving Credit Facility at that time.
Approved Forecast
Prior to the first borrowing or issuance of a Letter of Credit
under the DIP Credit Facility, the Debtors will be required to
deliver to the DIP Lenders detailed receipts and disbursements
forecast for the Loan Parties for the 13-week period commencing
on the week of the Petition Date -- the Approved Forecast.
No later than 20 days before the end of the period covered by the
Approved Forecast, the Debtors will deliver a revised financial
forecast through March 31, 2010. If the DIP Administrative Agent
has no objections to the forecast, it will become the "Final
Budget."
Interest Rates and Fees
The Base Rate for the outstanding loans under the DIP Facility is
5% or, at the option of the Debtors, LIBOR plus 6%.
Other fees under the DIP Facility include:
(1) a commitment fee of 1% of unused commitments under the DIP
Revolver Loan Facility; and
(2) 6% on the outstanding face amount of each Letter of Credit
plus customary fees for fronting, issuance, amendments and
processing, payable quarterly in arrears to the issuing
bank for its own account.
In connection with the contemplated fees, the Debtors seek the
Court's permission to file the fee letter executed in connection
with the DIP Credit Facility under seal. Ms. Augustine says the
Fee Letter contains sensitive, confidential commercial
information regarding the structure and allocation of fees
relating to the DIP Credit Facility among the lenders and
arrangers. "Disclosure of this information could harm such
lenders and arrangers."
The Debtors ask the Court to restrict access of the Fee Letter to
the U.S. Trustee, counsel and financial advisors to the Official
Committee of Unsecured Creditors, and counsel to the lead
arrangers under the DIP Credit Facility, among others.
The DIP Facility also provides for customary events of default.
The Debtors have made a concerted good faith effort to obtain
credit on the most available terms available, the Debtors'
financial advisors, Lazard Frerez, assure the Court.
"The DIP Credit Facility is critical to the Debtors' ability to
weather any unexpected challenges they may face during the
Chapter 11 process, including possible further dislocation in the
credit and real estate markets and possible further deterioration
in general economic conditions," Mr. Goldstein maintains.
Wachovia Bank is represented by David Polk & Wardwell. BofA is
represented by Haynes and Boone LLP.
The Court is set to convene a hearing on September 23, 2008, to
consider the Debtors' request. Any party who opposes the
financing request has until September 16 to file a written
objection.
A full-text copy of the Wachovia Commitment Letter is available
for free at http://ResearchArchives.com/t/s?318e
About WCI Communities
Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company. It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland. The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.
The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770). Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel. Lazard Freres &
Co. represents the Debtors as financial advisors. The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent. The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors. Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases. When the Debtors filed for protection against their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.
(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).
WCI COMMUNITIES: Wants Court's OK to Use Lenders' Cash Collateral
-----------------------------------------------------------------
WCI Communities Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to grant
them access to the Cash Collateral securing repayment of the
secured loan to the prepetition lenders, on a final basis.
As previously reported, the Court authorized the Debtors to use
the cash collateral of their prepetition lenders through
August 30, on an interim basis.
Since then, the Debtors and the Prepetition Lenders agreed to
several extensions of the Debtors' access to the cash collateral.
Most recently, the Prepetition Lenders consented to the Debtors
having cash collateral access through September 24, 2008. The
Court approved the parties' cash collateral stipulation in a
ruling dated August 27, 2008.
As adequate protection for the aggregate net diminution of the
value of the Prepetition Lenders' interests in the prepetition
collateral, the Debtors seek to grant to the Prepetition Lenders,
among other things:
(1) replacement liens on all of the Debtors' assets and
property, which prime the prepetition liens, but are
junior to the liens granted to the DIP Lenders and to all
other liens on the collateral existing as of the Petition
Date; and
(2) superpriority claims, subject to the claims granted to the
DIP Lenders.
As adequate protection for the Prepetition Lenders' interests,
the Debtors are also required to comply with covenants and
maintain a minimum Appraised Value Ratio of 1.26:1.
The Appraised Value Ratio is defined as the ratio of (1)
appraised asset value of real property collateral made since the
last applicable appraisal, or real property collateral that is
not subject to any liens minus the sum of net CDD obligations
secured by certain mortgages to (2) the aggregate principal
amount of loans.
The Debtors also seek to pay to the Prepetition Lenders:
(a) current cash interest and letter of credit and unused
commitment fees in effect under the Prepetition Credit
Facilities as of the Petition Date, in an amount not to
exceed $706,000; and
(b) fees and expenses, of up to $587,000, accrued as of the
Petition Date and payable to Prepetition Agents under the
Prepetition Credit Facilities.
The Debtors' use of the Cash Collateral will be in accordance
with an approved forecast or final budget, as applicable, Mary E.
Augustine, Esq., at Bayard, P.A., in Wilmington, Delaware,
states.
"The Debtors' proposed use of Cash Collateral . . . prejudices no
one; it affirmatively and directly benefits the Debtors' estates
and creditors, including the Pre-petition Secured Lenders, and
enhances the prospects of successful outcome of the Cases," Ms.
Augustine contends.
Aurelius Capital Responds
Before the Court approved the further interim extension of the
Debtors' Cash Collateral use, Aurelius Capital Management LP
asserted that it opposes the Debtors' request.
Aurelius is a holder of bonds issued by the Debtors.
The Debtors' proposed adequate protection includes the granting
of replacement liens on and security interests in all of the
Debtors' property and assets. Aurelius Capital noted that
neither the Debtors' request nor the Court's Interim Order makes
any distinction as to whether or not each Debtors on whose
property a replacement lien is being granted is actually a
guarantor under the Prepetition Credit Facilities. Rather,
Aurelius Capital pointed out, the Debtors sought to grant liens
to the Prepetition Lenders on the assets of every Debtor.
The purpose of adequate protection is for a creditor to insure
that it receives the value for which he bargained pre-bankruptcy.
Aurelius Capital argue that the Prepetition Lenders did not
bargain for claims and liens against Lender-free Debtors and by
granting liens against Lender-free Debtors, the Debtors are
attempting to give the Prepetition Lenders value for which they
did not bargain.
Without a showing of benefit to the Debtor that is granting the
lien, the Debtors should not be allowed to usurp the assets of
one Debtor for the benefit of another, Aurelius Capital
maintains.
About WCI Communities
Headquartered in Bonita Springs, Florida, WCI Communities, Inc. --
http://www.wcicommunities.com/-- is a fully integrated
homebuilding and real estate services company. It has operations
in Florida, New York, New Jersey, Connecticut, Massachusetts,
Virginia and Maryland. The company directly employs roughly 1,800
people, as well as roughly 1,800 sales representatives as
independent contract employees.
The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No.08-11643
through 08-11770). Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel. Lazard Freres &
Co. represents the Debtors as financial advisors. The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent. The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors. Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones,
Esq., Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Committee in
these cases. When the Debtors filed for protection against their
creditors, they listed total assets of $2,178,179,000 and total
debts of $1,915,034,000.
(WCI Communities Bankruptcy News, Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).
WESTERN NONWOVEN: Gets Go-Signal to Implement Incentive Plan
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized Western Nonwovens, Inc., and its debtor-
affiliates to implement an incentive plan.
Judge Walsh held that the incentive plan is a necessary expense of
the Debtors' estate.
Roberta A. DeAngelis, acting United States Trustee for Region 3,
tried to block approval of the plan. The U.S. Trustee pointed out
that 90% of the Plan funds are proposed to be paid to three
"insiders" as that term is defined in 11 U.S.C. Section 101(31).
The Insiders are eligible to receive Plan payments upon the
achievement of certain performance milestones:
(i) consideration received via asset sales,
(ii) collection of accounts receivable, or
(iii) both of the aforementioned metrics.
The U.S. Trustee complained that the service copy of the Motion
does not adequately describe the Plan's performance milestones.
Also, the Debtors have not -- and cannot -- satisfy their burden
under 11 U.S.C. Sections 503(b)(1)(A) and 503(c) to demonstrate,
inter alia, that:
(i) certain payments to the Debtors' senior management are not
retention payments to "insiders,"
(ii) the Plan is justified by the facts and circumstances of the
cases, and
(iii) the Plan represents the "actual, necessary cost of
preserving the estate[s]."
The Debtors have filed under seal certain information related to
the Plan, including the Plan's performance milestones.
The U.S. Trustee said the Debtors' decision to seal that
information effectively renders the service copy of the Motion
incomplete; persons who received the service copy of the Motion
were not given specific information concerning the Plan's
performance milestones and, by extension, were unable to make an
informed decision regarding the relief sought.
The Official Committee of Unsecured Creditors does not object to
the terms of the Incentive Plan.
The Committee is concerned, however, that in the event of the
occurrence of (i) a DIP Termination Event resulting in the DIP
Agent terminating the Debtors' use of cash collateral or (ii) a
Cash Collateral Termination Event, incentive payments which have
not been accrued at the time of such event would not be payable
under the DIP budget from the Lenders' collateral. As a result,
the obligation to pay the incentive payments would become a
liability of the Debtors' estates even though the incentive fee
was incurred for the sole benefit of the Lenders and not the
Debtors' estates or their creditors.
The Committee noted that the Incentive Plan has apparently been
agreed to by the Debtors and their pre-/post-petition lenders.
Payments made under the Incentive Plan are budgeted to be paid in
full under the DIP loan or from cash collateral as set forth in
the DIP budget.
Under the terms of the DIP loan, the Debtors waived the ability to
seek to surcharge the Lenders' collateral for the incentive
payments. To avoid this circumstance, the Committee suggested
that approval be conditioned upon no early termination of the DIP
loan or use of cash collateral.
The prepetition lenders providing the Debtors with DIP financing
are Heller Financial, Inc., as DIP Agent, General Electric Capital
Corporation, Cerberus Partners L.P. and Cerberus California, Inc.
About Western Nonwovens
Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers. Western Nonwovens Inc. and seven of its
affiliates filed voluntary petitions under Chapter 11 on July 14,
2008 (Bankr. D. Del., Case No. 08-11435). Representing the
Debtors is Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware. The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors. Hahn & Hessen LLP and Montgomery McCraken Walker &
Rhoads LLP represent the Committee in this cases. The Debtor
selected Epiq Bankruptcy Services LLC as its claims agent. When
the Debtor filed for protection against its creditors, it listed
assets of $28.4 million and debts of $106.9 million.
WILLMARTIN PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Willmartin Properties, LLC
29 Sosebee Road
Sautee, GA 30571
Bankruptcy Case No.: 08-22472
Chapter 11 Petition Date: September 1, 2008
Court: Northern District of Georgia (Gainesville)
Debtor's Counsel: John C. Pennington, Esq.
John C. Pennington, P.C.
P.O. Box 275
Helen, GA 30545
Tel: (706) 878-0033
Fax : (706) 878-9916
Email: jcppc@alltel.net
Estimated Assets: $1 million $10 million
Estimated Debts: $500 million to $1 billion
The Debtor does not have creditors who are not insiders.
ZOOM AIRLINES: Goes Into Administration; Suspends Operations
------------------------------------------------------------
Zoom Mile High Airlines' Website suspended operations with effect
from 7:00 p.m. on Thursday, Aug. 28, 2008. Both Zoom Airlines
Inc. and Zoom Airlines Ltd., the Canadian and U.K. airlines, have
started administration proceedings in their home countries.
Financial Times' Jennifer Hughes in London suggests that the
detention of two of the airlines' planes by creditors with legal
claims over Zoom's assets spurred the administration filing.
All Zoom flights have been canceled and aircraft grounded.
Hugh and John Boyle, the founders of Zoom, said: "We deeply regret
the fact that we have been forced to suspend all Zoom operations.
It is a tragic day for our passengers and more than 600 staff.
"We are desperately sorry for the inconvenience and disappointment
that this will cause passengers and those who have booked flights.
"We have done everything we can to support the airline and left no
stone unturned to secure a re-financing package that would have
kept our aircraft flying. Even late today (Thursday) we believed
we had secured a new investment package to ensure future
operations but the actions of creditors meant we could not
continue flying. Having been unable to complete the investment
package the directors of Zoom had no option but to instigate
administration proceedings.
"The suspension of operations is a result of the exceptionally
difficult trading conditions which have affected all airlines over
the last 12 months. We have worked hard over the last seven years
to build up a successful business but have incurred losses in the
current year due to the unprecedented increase in the price of
aviation fuel and the economic climate. The increase in the price
of oil has added around $50 million to our annual operating costs
and we could not recover that from passengers who had already
booked their flights."
According to FT, Zoom disclosed that a flight bound for Europe was
detained by owners Aercap on Wednesday when it made a scheduled
stop in Calgary, Canada. Aercap, an Amsterdam-based leasing group
with more than 200 planes, did not return a request for comment.
On Thursday morning in Europe, BAA, the UK airport operator,
detained Zoom planes at Gatwick and Glasgow.
Both British Airways and Virgin Atlantic have indicated that they
will be offering special fares to customers whose travel plans
have been affected by Zoom's suspension of flights.
However, The Spoof! relates that an experiment on luxury airborne
accomodations prompted the fall of the airline. The conversion of
90% of bathroom facilities to extra cabin spaces failed.
Headquartered in Ottawa, Ontario, Zoom Airlines Inc. --
http://www.flyzoom.com/-- is a low-fare transatlantic airline
that flies between Canada and Europe.
* S&P Article Spotlights 5 Sectors With High Downgrade Potential
----------------------------------------------------------------
The housing slump, the consumer slowdown, higher oil prices, and
negative credit market fundamentals have combined to erode credit
quality across U.S. financial and nonfinancial corporations, said
an article published by Standard & Poor's. The article, which is
titled "U.S. Credit Comment: Five Sectors Poised For Downgrades
(Premium)," says that so far this year, there have been 361
downgrades and 130 upgrades (2.8 downgrades per upgrade) versus
382 downgrades and 277 upgrades (1.4 downgrades per upgrade) in
all of 2007.
"The outlook for corporates has also become increasingly negative,
with negative bias for parent-level firms at 28% on Aug. 22,"
noted Diane Vazza, head of Standard & Poor's Global Fixed Income
Research Group. "This is up from 24% at the end of 2007."
(Negative bias is the percentage of all rated firms with a
negative outlook or ratings on CreditWatch with negative
implications.)
Although the potential for further downgrades has increased across
the corporate landscape, five sectors stand out because of their
relatively high negative bias or because of their level of
downgrade potential far exceeds their historical level. This
report details these five sectors: financials, transportation,
automotive, forest products and building materials, and media and
entertainment. "We expect that the four nonfinancial sectors could
produce a number of defaulters over the next year," Ms. Vazza
added, "as 52 firms from these four sectors have ratings of 'B-'
or lower and a negative bias."
* S&P Cuts Ratings on 41 Classes from 2002 & 2004 RMBS Deals
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
classes of asset-backed certificates from 13 U.S. subprime
residential mortgage-backed (RMBS) transactions issued between
2002 and 2004 from four issuers.
"We removed one of the lowered ratings from CreditWatch with
negative implications. Concurrently, we affirmed our ratings on
the remaining 77 classes from these and four other transactions,"
S&P says.
The downgrades reflect reduced credit enhancement due to monthly
realized losses, as well as available support relative to the
dollar amount of loans currently in the delinquency pipelines of
the affected deals. For the downgraded transactions, average
monthly realized losses over the past 12 months ranged from
$87,500 (NovaStar Mortgage Funding Trust 2002-3) to $1,361,935
(Structured Asset Investment Loan Trust 2004-10). Monthly losses
have exceeded excess spread by approximately 1.2x (Structured
Asset Investment Loan Trust 2004-10) to 2.1x (Asset Backed
Securities Corp. Home Equity Loan Trust 2004-HE5) over the past 12
months. Total delinquencies, as a percentage of the current pool
balances, ranged from 13.37% (Asset Backed Securities Corp. Home
Equity Loan Trust 2003-HE7) to 28.79% (Securitized Asset Backed
Receivables LLC Trust 2004-DO2). Each transaction has less than
20% of its original pool balance remaining. As of the July 2008
remittance period, pool factors, total delinquencies, severe
delinquencies (90-plus days, foreclosures, and real estate owned
{REO}), and 12 month average losses for the downgraded
transactions are:
(The pool factor represents the percentage of the original pool
balance still outstanding, total and severe delinquencies
represent the percentage of the current pool balance, and monthly
average losses represent the monthly average losses over the past
12 months.)
Asset Backed Securities Corp. Home Equity Loan Trust
Pool Total Sev. Monthly
Series factor (%) del. (%) del.(%) avg loss ($)
------ ---------- -------- ------- ------------
2003-HE4 8.77 22.45 12.05 353,011
2003-HE7 12.81 13.37 8.15 218,733
2004-HE5 15.10 18.56 14.44 708,737
2004-HE10 19.47 26.54 14.19 238,983
NovaStar Mortgage Funding Trust
Pool Total Sev. Monthly
Series factor (%) del. (%) del.(%) avg loss ($)
------ ---------- -------- ------- ------------
2002-3 6.43 14.28 10.95 87,500
Securitized Asset Backed Receivables LLC Trust
Pool Total Sev. Monthly
Series factor (%) del. (%) del.(%) avg loss ($)
------ ---------- -------- ------- ------------
2004-DO2 15.49 28.79 19.95 166,601
2004-NC1 12.99 17.16 9.55 492,284
2004-OP1 10.66 16.80 13.44 700,653
2004-OP2 16.53 15.95 13.00 534,639
Structured Asset Investment Loan Trust.
Pool Total Sev. Monthly
Series factor (%) del. (%) del.(%) avg loss ($)
------ ---------- -------- ------- ------------
2004-1 8.95 15.11 11.06 814,843
2004-2 9.51 19.45 14.42 620,010
2004-9 15.15 21.17 15.74 661,227
2004-10 16.26 21.58 16.28 1,361,935
"We removed the rating on class M5-A from Asset Backed Securities
Corp. Home Equity Loan Trust 2003-HE4 from CreditWatch negative
because we lowered it to 'CC'," S&P says.
The 77 affirmations reflect sufficient credit enhancement
available to support the ratings at their current rating levels.
Subordination, overcollateralization, and excess spread provide
credit support for these transactions. The collateral for these
deals primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.
RATINGS LOWERED
Asset Backed Securities Corp. Home Equity Loan Trust, Series 2003-
HE4
Series 2003-HE4
Rating
Class CUSIP To From
----- ----- -- ----
M3 04541GEW8 BB A-
M4 04541GEX6 CCC BBB
Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE7
Series 2003-HE7
Rating
Class CUSIP To From
----- ----- -- ----
M6 04541GGX4 BB BBB-
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE5
Series 2004-HE5
Rating
Class CUSIP To From
----- ----- -- ----
M4 04541GKZ4 BB BBB+
M5 04541GLA8 B+ BBB
M6 04541GLB6 B BBB-
M7 04541GLC4 CCC BB+
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE10
Series 2004-HE10
Rating
Class CUSIP To From
----- ----- -- ----
M6 04541GNT5 BB BBB-
M7 04541GNU2 B BB+
NovaStar Mortgage Funding Trust Series 2002-3
Series 2002-3
Rating
Class CUSIP To From
----- ----- -- ----
M-2 66987XBX2 A A+
M-3 66987XBY0 B BBB
AIO 66987XBZ7 CCC AAA
Securitized Asset Backed Receivables LLC Trust 2004-DO2
Series 2004-DO2
Rating
Class CUSIP To From
----- ----- -- ----
M-3 81375WBX3 BB AA-
B-1 81375WBY1 B A+
B-2 81375WBZ8 CCC A
B-3 81375WCA2 CCC BBB+
Securitized Asset Backed Receivables LLC Trust 2004-NC1
Series 2004-NC1
Rating
Class CUSIP To From
----- ----- -- ----
B-3 81375WAQ9 BB BBB-
Securitized Asset Backed Receivables LLC Trust 2004-OP1
Series 2004-OP1
Rating
Class CUSIP To From
----- ----- -- ----
B-3 81375WAG1 CCC BBB-
Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series 2004-OP2
Rating
Class CUSIP To From
----- ----- -- ----
B-4 81375WBK1 B BBB-
Structured Asset Investment Loan Trust 2004-1
Series 2004-1
Rating
Class CUSIP To From
----- ----- -- ----
M2 86358EGB6 BBB A
M3 86358EGC4 BB A-
M4 86358EGD2 CCC BBB+
M5 86358EGE0 CCC BBB
M6 86358EGF7 CCC BBB-
B 86358EGG5 CCC BB+
Structured Asset Investment Loan Trust 2004-2
Series 2004-2
Rating
Class CUSIP To From
----- ----- -- ----
M4 86358EGS9 BB BBB+
M5 86358EGT7 CCC BBB
M6 86358EGU4 CCC BBB-
B 86358EGV2 CCC BB+
Structured Asset Investment Loan Trust 2004-9
Series 2004-9
Rating
Class CUSIP To From
----- ----- -- ----
M4 86358EMW3 BBB A
M5 86358EMX1 BB A-
M6 86358EMY9 B BBB+
M7 86358EMZ6 B- BBB
B2 86358ENB8 CCC BBB-
Structured Asset Investment Loan Trust 2004-10
Series 2004-10
Rating
Class CUSIP To From
----- ----- -- ----
M1 86358EPC4 A AA+
M2 86358EPD2 B AA
M3 86358EPE0 B- AA-
M4 86358EPF7 CCC A+
M5 86358EPG5 CCC A
M7 86358EPJ9 CC BBB+
RATING LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE4
Series 2003-HE4
Rating
Class CUSIP To From
----- ----- -- ----
M5-A 04541GEY4 CC BBB-/Watch Neg
RATINGS AFFIRMED
Asset Backed Securities Corp. Home Equity Loan Trust Series 2002-
HE2
Series 2002-HE2
Class CUSIP Rating
----- ----- ------
M2 045413DC2 A
Asset Backed Securities Corp. Home Equity Loan Trust Series 2001-
HE2
Series 2001-HE2
Class CUSIP Rating
----- ----- ------
A1 04541GBN1 AAA
A2 04541GBP6 AAA
M1 04541GBR2 AAA
M2 04541GBS0 A
B 04541GBT8 BBB
Asset Backed Securities Corp. Home Equity Loan Trust Series 2001-
HE3
Series 2001-HE3
Class CUSIP Rating
----- ----- ------
A1 04541GBU5 AAA
M1 04541GBW1 AA
M2 04541GCC4 A
B 04541GBX9 BBB
Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE4
Series 2003-HE4
Class CUSIP Rating
----- ----- ------
M1 04541GEU2 AA
M2 04541GEV0 A
Asset Backed Securities Corp. Home Equity Loan Trust Series 2003-
HE7
Series 2003-HE7
Class CUSIP Rating
----- ----- ------
M1 04541GGS5 AA
M2 04541GGT3 A
M3 04541GGU0 A-
M4 04541GGV8 BBB+
M5 04541GGW6 BBB
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE1
Series 2004-HE1
Class CUSIP Rating
----- ----- ------
M1 04541GHL9 AA
M2 04541GHM7 A
M3 04541GHN5 A-
M4 04541GHP0 BBB+
M5 04541GHQ8 BBB
M6 04541GHR6 BBB-
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE5
Series 2004-HE5
Class CUSIP Rating
----- ----- ------
A1 04541GKR2 AAA
A1A 04541GKS0 AAA
M1 04541GKW1 AA
M2 04541GKX9 A
M3 04541GKY7 A-
Asset Backed Securities Corp. Home Equity Loan Trust Series 2004-
HE10
Series 2004-HE10
Class CUSIP Rating
----- ----- ------
M1 04541GNN8 AA+
M2 04541GNP3 AA
M3 04541GNQ1 A
M4 04541GNR9 BBB+
M5 04541GNS7 BBB
NovaStar Mortgage Funding Trust Series 2002-3
Series 2002-3
Class CUSIP Rating
----- ----- ------
A-1 66987XBU8 AAA
A-2 66987XBV6 AAA
M-1 66987XBW4 AA+
P 66987XCA1 AAA
Securitized Asset Backed Receivables LLC Trust 2004-DO2
Series 2004-DO2
Class CUSIP Rating
----- ----- ------
A-1 81375WCB0 AAA
A-2 81375WBU9 AAA
M-1 81375WBV7 AA+
M-2 81375WBW5 AA
Securitized Asset Backed Receivables LLC Trust 2004-NC1
Series 2004-NC1
Class CUSIP Rating
----- ----- ------
M-1 81375WAK2 AA
M-2 81375WAL0 A
M-3 81375WAM8 A-
B-1 81375WAN6 BBB+
B-2 81375WAP1 BBB
Securitized Asset Backed Receivables LLC Trust 2004-OP1
Series 2004-OP1
Class CUSIP Rating
----- ----- ------
M-1 81375WAB2 AA
M-2 81375WAC0 A
M-3 81375WAD8 A-
B-1 81375WAE6 BBB+
B-2 81375WAF3 BBB
Securitized Asset Backed Receivables LLC Trust 2004-OP2
Series 2004-OP2
Class CUSIP Rating
----- ----- ------
A-1 81375WBL9 AAA
A-2 81375WBM7 AAA
M-1 81375WBN5 AA+
M-2 81375WBP0 A+
M-3 81375WBQ8 A
B-1 81375WBR6 A-
B-2 81375WBS4 BBB+
B-3 81375WBT2 BBB
Structured Asset Investment Loan Trust 2004-1
Series 2004-1
Class CUSIP Rating
----- ----- ------
1-A3 86358EFY7 AAA
M1 86358EGA8 AA
Structured Asset Investment Loan Trust 2004-2
Series 2004-2
Class CUSIP Rating
----- ----- ------
A4 86358EGW0 AAA
M1 86358EGP5 AA
M2 86358EGQ3 A
M3 86358EGR1 A-
Structured Asset Investment Loan Trust 2004-9
Series 2004-9
Class CUSIP Rating
----- ----- ------
A2 86358EMM5 AAA
A5 86358EMQ6 AAA
A7 86358EMT0 AAA
M1 86358EMR4 AA+
M2 86358EMU7 AA
M3 86358EMV5 A+
Structured Asset Investment Loan Trust 2004-10
Series 2004-10
Class CUSIP Rating
----- ----- ------
A2 86358ENS1 AAA
A4 86358ENU6 AAA
A7 86358ENX0 AAA
A9 86358ENZ5 AAA
A10 86358EPA8 AAA
A11 86358EPB6 AAA
* S&P Puts 101 Ratings on 47 CDOs of ABS Placed on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services on August 21, 2008, placed its
ratings on 101 classes from 47 U.S. cash flow and hybrid
collateralized debt obligation of asset-backed securities (CDO of
ABS) and CDO of CDO transactions on CreditWatch with negative
implications. The affected classes represent an aggregate
original issuance amount of approximately $24.26 billion.
The CreditWatch placements reflect continued deterioration in the
credit quality of the residential mortgage-backed securities
(RMBS) backing these CDO transactions. Of the 47 affected CDO
transactions:
-- 24 transactions are mezzanine structured finance CDOs,
generally defined as CDOs of ABS collateralized at origination
primarily by 'A' and 'BBB' rated tranches of RMBS and other
structured finance assets;
-- 17 transactions are high-grade CDOs of ABS, generally
defined as CDOs of ABS typically collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other
structured finance transactions; and
-- Six deals are CDOs of CDOs collateralized predominantly by
tranches from other CDO transactions.
S&P said it has previously lowered 64 of the affected classes
being placed on CreditWatch negative one or more times. Standard &
Poor's expects to resolve the CreditWatch placements on the
affected transactions within the next few weeks.
RATINGS PLACED ON CREDITWATCH NEGATIVE
Rating
Transaction Class To From
----------- ----- -- ----
Acacia CDO 9 Ltd. C A/Watch Neg A
Acacia CDO 9 Ltd. D BBB/Watch Neg BBB
Altius IV Funding Ltd. A-1B A+/Watch Neg A+
Altius IV Funding Ltd. A-1V A+/Watch Neg A+
Altius IV Funding Ltd. A-2a A/Watch Neg A
Altius IV Funding Ltd. A-2b BBB+/Watch Neg BBB+
Altius IV Funding Ltd. B BB+/Watch Neg BB+
Altius IV Funding Ltd. C B-/Watch Neg B-
Altius IV Funding Ltd. D CCC-/Watch Neg CCC-
Barrington II CDO Ltd. A1-S AAA/Watch Neg AAA
Barrington II CDO Ltd. X AAA/Watch Neg AAA
Big Horn Structured
Funding CDO 2007-1 Ltd. SprSr Swap CCC-/Watch Neg CCC-
Broadwick Funding Ltd. A-1b BB-/Watch Neg BB-
Broadwick Funding Ltd. A-2 BB-/Watch Neg BB-
Broadwick Funding Ltd. B CCC-/Watch Neg CCC-
CAMBER 7 plc A-1 B/Watch Neg B
CAMBER 7 plc A-2 CCC+/Watch Neg CCC+
CAMBER 7 plc A-3 CCC/Watch Neg CCC
CAMBER 7 plc B CCC-/Watch Neg CCC-
Citius I Funding Ltd. A-1 BB-/Watch Neg BB-
Citius I Funding Ltd. A-2 B+/Watch Neg B+
Citius I Funding Ltd. A-ST BBB-/Watch Neg BBB-
CMO Holdings III Ltd. A-2 AA/Watch Neg AA
CMO Holdings III Ltd. A-3 A/Watch Neg A
CMO Holdings III Ltd. A-4 BBB/Watch Neg BBB
CMO Holdings III Ltd. A-5 B/Watch Neg B
Commodore CDO V Ltd. A1A B-/Watch Neg B-
Commodore CDO V Ltd. A1B B-/Watch Neg B-
Coriolanus Ltd. -
Series 41 Combo Nts BBB-/Watch Neg BBB-
Duke Funding High
Grade VI Ltd. A-1LA AA/Watch Neg AA
Euler ABS CDO I Ltd. A-1 B-/Watch Neg B-
Euler ABS CDO I Ltd. A-2 CCC-/Watch Neg CCC-
Farmington Finance Ltd. Series A BBB/Watch Neg BBB
Farmington Finance Ltd. Series C BBB/Watch Neg BBB
Farmington Finance Ltd. Series D BBB/Watch Neg BBB
Farmington Finance Ltd. Term Loan AAA/Watch Neg AAA
Farmington Finance Ltd. Term Nts AAA/Watch Neg AAA
Fortress ABS
Opportunities Ltd. B BBB/Watch Neg BBB
Fortress ABS
Opportunities Ltd. Ba BBB/Watch Neg BBB
Gloucester Street
ABS CDO I Ltd. A-1 AAA/Watch Neg AAA
Harp High Grade CDO I Ltd. A-1 AAA/Watch Neg AAA
Ischus Mezzanine
CDO IV Ltd. A-1 CCC/Watch Neg CCC
Ischus Mezzanine
CDO IV Ltd. SprSrSwap BBBsrs/Watch Neg BBBsrs
Istana High Grade ABS
CDO I Ltd. A-1 AAA/Watch Neg AAA
Ivy Lane CDO Ltd. A-1 CCC-/Watch Neg CCC-
Kleros Preferred
Funding IX Ltd. A-1 BB/Watch Neg BB
Kleros Preferred
Funding V PLC A-1 CCC-/Watch Neg CCC-
Lancer Funding Ltd. A1S1 AAA/Watch Neg AAA
Lexington Capital
Funding III Ltd. A-1 CCC-/Watch Neg CCC-
Libertas Preferred
Funding IV Ltd. A-1 CCC-/Watch Neg CCC-
Lochsong Ltd. S AAA/Watch Neg AAA
Longshore CDO
Funding 2006-1 Ltd. A-1 AAA/Watch Neg AAA
Mantoloking CDO
2006-1 Ltd. A-1 AAA/Watch Neg AAA
Mantoloking CDO
2006-1 Ltd. A-2 BBB/Watch Neg BBB
Mantoloking CDO
2006-1 Ltd. A-3 BB-/Watch Neg BB-
Mantoloking CDO
2006-1 Ltd. B CCC-/Watch Neg CCC-
McKinley Funding III Ltd. A-1 CCC-/Watch Neg CCC-
Mount Skylight CDO Ltd. A1 A+/Watch Neg A+
Mount Skylight CDO Ltd. A2 BB+/Watch Neg BB+
Mount Skylight CDO Ltd. B B+/Watch Neg B+
Mount Skylight CDO Ltd. C CCC/Watch Neg CCC
Mount Skylight CDO Ltd. D CCC-/Watch Neg CCC-
Nautilus RMBS CDO II Ltd. A-3 A/Watch Neg A
Nautilus RMBS CDO II Ltd. B BBB-/Watch Neg BBB-
Nautilus RMBS CDO II Ltd. C BB-/Watch Neg BB-
Nautilus RMBS CDO IV Ltd. A-1S AA-/Watch Neg AA-
Pinnacle Point
Funding Ltd. A-1 A/Watch Neg A
Pinnacle Point
Funding Ltd. ABCP AAA/A-1+/Watch Neg AAA/A-1+
Putnam Structured Product
Funding B AA/Watch Neg AA
2003-1 Ltd.
Putnam Structured Product
Funding 2003-1 Ltd. C BBB+/Watch Neg BBB+
Pyxis ABS CDO 2006-1 Ltd. UnfunSuper CCC-/Watch Neg CCC-
Saybrook Point CBO II Ltd. A AAA/Watch Neg AAA
Saybrook Point CBO II Ltd. B-1 A+/Watch Neg A+
Saybrook Point CBO II Ltd. B-2 A+/Watch Neg A+
Saybrook Point CBO II Ltd. C-1 BBB/Watch Neg BBB
Saybrook Point CBO II Ltd. C-2 BBB/Watch Neg BBB
Saybrook Point CBO II Ltd. Pref Share BB+/Watch Neg BB+
Series 2007-1 D-Force
Segregated Portfolio of
Securitized Product of
Restructured Collateral
Ltd. SPC Floating R A-/Watch Neg A-
Sheffield CDO II Ltd. A-2 AA/Watch Neg AA
Stack 2006-1 Ltd. I B-/Watch Neg B-
Stack 2006-1 Ltd. II CCC/Watch Neg CCC
Stockton CDO Ltd. A-1 CCC-/Watch Neg CCC-
Stone Tower CDO III Ltd. A-1LA CCC-srp/Watch Neg CCC-srp
Stone Tower CDO III Ltd. X CCC-/Watch Neg CCC-
Tierra Alta Funding I Ltd. F AAA/Watch Neg AAA
Tricadia CDO 2006-5 Ltd. D A/Watch Neg A
Tricadia CDO 2006-5 Ltd. E BB+/Watch Neg BB+
Tricadia CDO 2006-5 Ltd. F B-/Watch Neg B-
Tricadia CDO 2006-6 Ltd. B-1L BBB/Watch Neg BBB
Tricadia CDO 2006-6 Ltd. B-2L BB+/Watch Neg BB+
Verde CDO Ltd. A-1 AA/Watch Neg AA
Verde CDO Ltd. A-2 BBB-/Watch Neg BBB-
Verde CDO Ltd. B B/Watch Neg B
Verde CDO Ltd. C CCC-/Watch Neg CCC-
Zais Investment A-1 AAA/Watch Neg AAA
Grade Ltd. VIII
Zais Investment
Grade Ltd. VIII A-2 BBB/Watch Neg BBB
Zais Investment
Grade Ltd. VIII B BB+/Watch Neg BB+
Zais Investment
Grade Ltd. VIII C B/Watch Neg B
Zais Investment
Grade Ltd. VIII D CCC-/Watch Neg CCC-
Zais Investment
Grade Ltd. X A-2 AAA/Watch Neg AAA
Zais Investment
Grade Ltd. X A-3 AA/Watch Neg AA
* S&P Cuts 110 Ratings on 24 US CDOs of ABS, 1 Synthetic CDO
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 109
tranches from 24 U.S. cash flow and hybrid collateralized debt
obligation transactions.
"We removed 44 of the lowered ratings from CreditWatch with
negative implications. At the same time, we placed three ratings
from two transactions on CreditWatch negative. In addition, we
affirmed three ratings from two transactions and removed them from
CreditWatch negative. The ratings on 65 of the downgraded tranches
remain on CreditWatch with negative implications, indicating a
significant likelihood of further downgrades. The CreditWatch
placements primarily affect transactions for which a significant
portion of the collateral assets have ratings that are currently
on CreditWatch negative or have significant exposure to assets
rated in the 'CCC' category," S&P says.
The 109 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $15.215 billion. Sixteen of the 24 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities. The other eight transactions are
high-grade SF CDOs of ABS, which were collateralized at
origination primarily by 'AAA' through 'A' rated tranches of RMBS
and other SF securities.
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities.
"At the same time, we lowered our rating on one tranche from a
U.S. synthetic CDO transaction. The rating remains on CreditWatch
negative. The downgraded U.S. synthetic CDO tranche has a total
issuance amount of $125 million," S&P says.
"To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, we
have lowered our ratings on 3,517 tranches from 830 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS. In addition, 1,352ratings from 440 transactions are
currently on CreditWatch negative for the same reasons. In all, we
have downgraded $390.664 billion of CDO issuance. Additionally,
our ratings on $36.350 billion in securities have not been lowered
but are currently on CreditWatch negative, indicating a high
likelihood of future downgrades."
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.
RATINGS LOWERED
Rating
Transaction Class To From
----------- ----- -- ----
Alexander Park CDO I Ltd. A-2 A-/Watch Neg AAA/WatchNeg
Alexander Park CDO I Ltd. B B-/Watch Neg AA/Watch Neg
Alexander Park CDO I Ltd. C CCC-/Watch Neg A/Watch Neg
Alexander Park CDO I Ltd. D-1 CC B+/Watch Neg
Alexander Park CDO I Ltd. D-2 CC B+/Watch Neg
ART CDO 2006-1 Ltd. A-1S CCC/Watch Neg BB-/WatchNeg
ART CDO 2006-1 Ltd. A-1J CC CCC+/WatchNeg
ART CDO 2006-1 Ltd. A-2 CC CCC/Watch Neg
Barramundi CDO I Ltd A-1 BB+/Watch Neg A+/Watch Neg
Barramundi CDO I Ltd A-2 BB-/Watch Neg BBB+/WatchNeg
Barramundi CDO I Ltd B B-/Watch Neg BB+/Watch Neg
Barramundi CDO I Ltd C CCC-/Watch Neg B/Watch Neg
Barramundi CDO I Ltd D CC CCC+/WatchNeg
Barrington CDO Ltd. A-1M(A) AA/Watch Neg AAA
Barrington CDO Ltd. A-1M(B) AA/Watch Neg AAA
Barrington CDO Ltd. A-1Q(A) AA/Watch Neg AAA
Barrington CDO Ltd. A-1Q(B) AA/Watch Neg AAA
Barrington CDO Ltd. A-1J BBB+/Watch Neg AA+/Watch Neg
Barrington CDO Ltd. A-2 BB/Watch Neg A+/Watch Neg
Barrington CDO Ltd. B CC BBB/Watch Neg
Barrington CDO Ltd. C CC BB+/Watch Neg
Barrington CDO Ltd. D CC BB-/Watch Neg
Belle Haven ABS CDO
2006-1 Ltd. A-1 CCC-/Watch Neg BBB-/WatchNeg
Belle Haven ABS CDO
2006-1 Ltd. A-2 CC CCC/Watch Neg
Bering CDO I Ltd A-1S1 A+/Watch Neg AAA/Watch Neg
Bering CDO I Ltd A-1S2 B+/Watch Neg A+/Watch Neg
Bering CDO I Ltd A-1J CCC-/Watch Neg BBB+/WatchNeg
Bering CDO I Ltd A-2 CC BB+/Watch Neg
Bering CDO I Ltd A-3 CC B+/Watch Neg
CAMBER 3 plc S AA-/Watch Neg AAA
CAMBER 3 plc A-1 BBB/Watch Neg AAA/Watch Neg
CAMBER 3 plc A-2 BBB-/Watch Neg AAA/Watch Neg
CAMBER 3 plc B CCC/Watch Neg A/Watch Neg
CAMBER 3 plc C CC BBB-/WatchNeg
CAMBER 3 plc D CC BB/Watch Neg
Coriolanus Limited
- Barramundi CLN BB+/Watch Neg A+/Watch Neg
Super Senior Repack
Dutch Hill
Funding I Ltd. A-1A BBB+/Watch Neg AAA/Watch Neg
Dutch Hill
Funding I Ltd. A-1B B+/Watch Neg AA-/Watch Neg
Dutch Hill
Funding I Ltd. A-2L CCC/Watch Neg BBB+/WatchNeg
Dutch Hill
Funding I Ltd. A-2X CCC/Watch Neg BBB+/WatchNeg
Dutch Hill
Funding I Ltd. B CC BB+/Watch Neg
Dutch Hill
Funding I Ltd. C CC B/Watch Neg
Dutch Hill
Funding I Ltd. D-1L CC CCC-/Watch Neg
Dutch Hill
Funding I Ltd. D-1X CC CCC-/Watch Neg
Glacier Funding
CDO II Ltd. B CC B-/Watch Neg
Halcyon Securitized
Products Investors A-1 BBB-/Watch Neg AA-/Watch Neg
ABS CDO I Ltd.
Halcyon Securitized
Products Investors A-2 B-/Watch Neg BBB/Watch Neg
ABS CDO I Ltd.
Halcyon Securitized
Products Investors B CCC/Watch Neg BB+/Watch Neg
ABS CDO I Ltd.
Halcyon Securitized
Products Investors C CC BB-/Watch Neg
ABS CDO I Ltd.
Halcyon Securitized
Products Investors D CC B/Watch Neg
ABS CDO I Ltd.
Halcyon Securitized
Products Investors E CC B-/Watch Neg
ABS CDO I Ltd.
Kent Funding II Ltd A-1A BB-/Watch Neg AA-/Watch Neg
Kent Funding II Ltd A-1B BB-/Watch Neg AA-/Watch Neg
Kent Funding II Ltd A-2 CCC-/Watch Neg BBB-/WatchNeg
Kent Funding II Ltd B CC BB/Watch Neg
Kent Funding II Ltd C CC CCC-/WatchNeg
Madaket Funding I Ltd A1M AA/Watch Neg AAA/Watch Neg
Madaket Funding I Ltd A1Q AA/Watch Neg AAA/Watch Neg
Madaket Funding I Ltd A2 A/Watch Neg AA/Watch Neg
Madaket Funding I Ltd A3 BB+/Watch Neg A-/Watch Neg
Madaket Funding I Ltd A4 B+/Watch Neg BBB/Watch Neg
Madaket Funding I Ltd B CCC-/Watch Neg BB/Watch Neg
Madaket Funding I Ltd C CC B-/Watch Neg
Mercury CDO II Ltd A-1 AA/Watch Neg AAA
Mercury CDO II Ltd A-2 BBB/Watch Neg AA+/Watch Neg
Mercury CDO II Ltd B CCC-/Watch Neg BBB/Watch Neg
Mercury CDO II Ltd C CC CCC+/WatchNeg
Neptune CDO II Ltd. A-2 BBB-/Watch Neg AA/Watch Neg
Neptune CDO II Ltd. B BB-/Watch Neg A/Watch Neg
Neptune CDO II Ltd. C CCC+/Watch Neg BBB+/WatchNeg
Neptune CDO II Ltd. D CC BB/Watch Neg
North Cove CDO Ltd A A/Watch Neg AAA/Watch Neg
North Cove CDO Ltd B BB+/Watch Neg AA/Watch Neg
North Cove CDO Ltd C CCC-/Watch Neg BBB/Watch Neg
North Cove CDO Ltd D CC BB/Watch Neg
Orchid Structured
Finance CDO III A-1 BB-/Watch Neg AA/Watch Neg
Orchid Structured
Finance CDO III A-2 CCC-/Watch Neg BBB/Watch Neg
Orchid Structured
Finance CDO III B CC BB+/Watch Neg
Orchid Structured
Finance CDO III C CC BB/Watch Neg
Orchid Structured
Finance CDO III D CC B+/Watch Neg
Orchid Structured
Finance CDO III E CC CCC+/WatchNeg
Porter Square CDO
III Ltd A-1 AA-/Watch Neg AAA/Watch Neg
Porter Square CDO
III Ltd A-2 BBB-/Watch Neg AA+/Watch Neg
Porter Square CDO
III Ltd B B/Watch Neg A-/Watch Neg
Porter Square CDO
III Ltd C CCC-/Watch Neg BB+/Watch Neg
Porter Square
CDO III Ltd D CC B-/Watch Neg
Ridgeway Court
Funding I Ltd A1M B/Watch Neg BB-/Watch Neg
Ridgeway Court
Funding I Ltd A1Q B/Watch Neg BB-/Watch Neg
Ridgeway Court
Funding I Ltd A2 CC CCC/Watch Neg
Skybox CDO Ltd. A BB-/Watch Neg AAA/Watch Neg
Skybox CDO Ltd. B B-/Watch Neg AA/Watch Neg
Skybox CDO Ltd. C CC A-/Watch Neg
Skybox CDO Ltd. D CC BBB-/WatchNeg
South Coast Funding I Ltd A-1 B/Watch Neg AA/Watch Neg
South Coast Funding I Ltd A-2 CC B+/Watch Neg
Toro ABS CDO II Ltd. A-1 B/Watch Neg A/Watch Neg
Toro ABS CDO II Ltd. A-2 CC BBB-/WatchNeg
Toro ABS CDO II Ltd. B CC BB/Watch Neg
Toro ABS CDO II Ltd. C CC BB-/Watch Neg
Toro ABS CDO II Ltd. D CC B/Watch Neg
Toro ABS CDO II Ltd. E CC CCC/Watch Neg
Vertical ABS CDO
2005-1 Ltd. A-1 AA+/Watch Neg AAA/Watch Neg
Vertical ABS CDO
2005-1 Ltd. A-2 BBB-/Watch Neg AA+/Watch Neg
Vertical ABS CDO
2005-1 Ltd. B B+/Watch Neg A-/Watch Neg
Vertical ABS CDO
2005-1 Ltd. C CCC-/Watch Neg BBB/Watch Neg
Vertical ABS CDO
2005-1 Ltd. D CC BB-/Watch Neg
Vertical ABS CDO
2006-1 Ltd A-S1VF B+/Watch Neg A+/Watch Neg
Vertical ABS CDO
2006-1 Ltd A-1 CCC+/Watch Neg BBB/Watch Neg
Vertical ABS CDO
2006-1 Ltd A-2 CC BB-/Watch Neg
Vertical ABS CDO
2006-1 Ltd A-3 CC CCC+/WatchNeg
RATINGS PLACED ON CREDITWATCH NEGATIVE
Rating
Transaction Class To From
----------- ----- -- ----
Neptune CDO II Ltd. A-1 AAA/Watch Neg AAA
Palisades CDO Ltd. A-2 AAA/Watch Neg AAA
Palisades CDO Ltd. Type II BB+/Watch Neg BB+
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
Rating
Transaction Class To From
----------- ----- -- ----
Kent Funding II Ltd X AAA AAA/Watch Neg
MKP CBO III Ltd B AA- AA-/Watch Neg
MKP CBO III Ltd B/C
Combo BBB BBB/Watch Neg
OTHER OUTSTANDING RATINGS
Transaction Class Rating
----------- ----- ------
Alexander Park CDO I Ltd. A-1 AAA
ART CDO 2006-1 Ltd. A-3 CC
ART CDO 2006-1 Ltd. B CC
ART CDO 2006-1 Ltd. C CC
Barramundi CDO I Ltd E CC
Barrington CDO Ltd. X AAA
Belle Haven ABS CDO 2006-1 Ltd. B CC
Belle Haven ABS CDO 2006-1 Ltd. C CC
Belle Haven ABS CDO 2006-1 Ltd. D CC
Belle Haven ABS CDO 2006-1 Ltd. E CC
Bering CDO I Ltd B CC
Bering CDO I Ltd C CC
Dutch Hill Funding I Ltd. D-2 CC
Dutch Hill Funding I Ltd. E CC
Glacier Funding CDO II Ltd. A-1NV AAA
Glacier Funding CDO II Ltd. A-1V AAA
Glacier Funding CDO II Ltd. A-2 AAA
Glacier Funding CDO II Ltd. C CC
Glacier Funding CDO II Ltd. D CC
Glacier Funding CDO II Ltd. Pref Shrs CC
Inman Square Funding I Ltd. I AAA
Inman Square Funding I Ltd. II-FL AA
Inman Square Funding I Ltd. II-FX AA
Inman Square Funding I Ltd. III A-/Watch Neg
Inman Square Funding I Ltd. IV-FL BB+/Watch Neg
Inman Square Funding I Ltd. IV-FX BB+/Watch Neg
Kent Funding II Ltd D CC
Kent Funding II Ltd E CC
Madaket Funding I Ltd D CC
Mercury CDO II Ltd D CC
MKP CBO III Ltd A Combo AAA
MKP CBO III Ltd A-1 AAA
MKP CBO III Ltd A-2 AAA
MKP CBO III Ltd C B+/Watch Neg
Orchid Structured Finance CDO III Ltd. Combo Nts AAA
Palisades CDO Ltd. A-1A AAA
Palisades CDO Ltd. A-1B AAA
Palisades CDO Ltd. B-1 BBB/Watch Neg
Palisades CDO Ltd. B-2 BBB/Watch Neg
Palisades CDO Ltd. C-1 B/Watch Neg
Palisades CDO Ltd. C-2 B/Watch Neg
Ridgeway Court Funding I Ltd A3 CC
Ridgeway Court Funding I Ltd A4 CC
Ridgeway Court Funding I Ltd B CC
Ridgeway Court Funding I Ltd C CC
Ridgeway Court Funding I Ltd Q CC
Toro ABS CDO II Ltd. F CC
Vertical ABS CDO 2005-1 Ltd. Combo Sec AAA
Vertical ABS CDO 2006-1 Ltd B CC
Vertical ABS CDO 2006-1 Ltd Cl 1 Combo AAA
Vertical ABS CDO 2006-1 Ltd Cl 2 Combo AAA
* S&P Cuts 152 Ratings on 33 US CDOs of ABS; $19.258BB Affected
---------------------------------------------------------------
Standard & Poor's Ratings Services last week lowered its ratings
on 152 tranches from 33 U.S. cash flow and hybrid collateralized
debt obligation (CDO) transactions.
"We removed 59 of the lowered ratings from CreditWatch with
negative implications. The ratings on 93 of the downgraded
tranches remain on CreditWatch with negative implications,
indicating a significant likelihood of further downgrades (see
list). The CreditWatch placements primarily affect transactions
for which a significant portion of the collateral assets have
ratings that are currently on CreditWatch negative or have
significant exposure to assets rated in the 'CCC' category," S&P
says.
The 152 downgraded U.S. cash flow and hybrid tranches have a total
issuance amount of $19.258 billion. Twenty-two of the 33 affected
transactions are mezzanine structured finance (SF) CDOs of asset-
backed securities (ABS), which are collateralized in large part by
mezzanine tranches of residential mortgage-backed securities
(RMBS) and other SF securities, while eight of the downgraded
transactions are high-grade SF CDOs of ABS, which were
collateralized at origination primarily by 'AAA' through 'A' rated
tranches of RMBS and other SF securities. The other three
transactions are CDOs backed predominantly by tranches from other
CDOs of ABS and other SF securities.
The CDO downgrades reflect a number of factors, including credit
deterioration and negative rating actions on U.S. subprime RMBS.
"To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, we
have lowered our ratings on 3,556 tranches from 835 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS. In addition, 1,311 ratings from 441 transactions are
currently on CreditWatch negative for the same reasons. In all, we
have downgraded $398.51 billion of CDO issuance," S&P says.
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.
RATING ACTIONS
Rating
Transaction Class To From
----------- ----- -- ----
ACA ABS 2005-1 Ltd. B BBB+/Watch Neg AA
ACA ABS 2005-1 Ltd. C B/Watch Neg BBB/Watch Neg
ACA ABS 2005-2 Ltd. A-1S A/Watch Neg AAA/Watch Neg
ACA ABS 2005-2 Ltd. A-1J B-/Watch Neg AA/Watch Neg
ACA ABS 2005-2 Ltd. A-2F CCC/Watch Neg BBB+/Watch Neg
ACA ABS 2005-2 Ltd. A-2V CCC/Watch Neg BBB+/Watch Neg
ACA ABS 2005-2 Ltd. A-3 CC BB+/Watch Neg
ACA ABS 2005-2 Ltd. B CC B+/Watch Neg
ACA ABS 2005-2 Ltd. Combo CC CCC+/Watch Neg
Secs
Altius IV
Funding Ltd. A-1B BB+/Watch Neg A+/Watch Neg
Altius IV
Funding Ltd. A-1V BB+/Watch Neg A+/Watch Neg
Altius IV
Funding Ltd. A-2a BB+/Watch Neg A/Watch Neg
Altius IV
Funding Ltd. A-2b BB-/Watch Neg BBB+/Watch Neg
Altius IV
Funding Ltd. B CCC-/Watch Neg BB+/Watch Neg
Altius IV
Funding Ltd. C CC B-/Watch Neg
Altius IV
Funding Ltd. D CC CCC-/Watch Neg
Athos Funding Ltd. Funding BB+/Watch Neg A+/A-1+/
Nt Watch Neg
Athos Funding Ltd. A-1 BB+/Watch Neg A+/Watch Neg
Athos Funding Ltd. A-2 B/Watch Neg BB+/Watch Neg
Athos Funding Ltd. B CC B-/Watch Neg
BFC Ajax CDO Ltd. A BB/Watch Neg BB+/Watch Neg
BFC Ajax CDO Ltd. B CC BB/Watch Neg
BFC Ajax CDO Ltd. C CC CCC+/Watch Neg
BFC Ajax CDO Ltd. X CC B+/Watch Neg
Buckingham CDO
III Ltd. A ST CCC-/Watch Neg BB+/Watch Neg
Buckingham CDO
III Ltd. B CC B/Watch Neg
Buckingham CDO
III Ltd. C CC CCC+/Watch Neg
Buckingham CDO
III Ltd. D CC CCC-/Watch Neg
C-BASS CBO XIX Ltd. A-1 B/Watch Neg AA-/Watch Neg
C-BASS CBO XIX Ltd. A-2 CC B/Watch Neg
C-BASS CBO XIX Ltd. B CC CCC+/Watch Neg
C-BASS CBO XIX Ltd. C CC CCC/Watch Neg
C-BASS CBO XIX Ltd. D CC CCC-/Watch Neg
Charles River
CDO I Ltd. A-1A BBB/Watch Neg AA/Watch Neg
Charles River
CDO I Ltd. A-1B BBB/Watch Neg AA/Watch Neg
Charles River
CDO I Ltd. A-2F CCC/Watch Neg BB+/Watch Neg
Charles River
CDO I Ltd. A-2V CCC/Watch Neg BB+/Watch Neg
Charles River
CDO I Ltd. B-F CC CCC-/Watch Neg
Charles River
CDO I Ltd. B-V CC CCC-/Watch Neg
Citius I
Funding Ltd. A-ST BB/Watch Neg BBB-/Watch Neg
Citius I
Funding Ltd. A-1 B/Watch Neg BB-/Watch Neg
Citius I
Funding Ltd. A-2 B-/Watch Neg B+/Watch Neg
Citius I
Funding Ltd. B CCC-/Watch Neg CCC+/Watch Neg
Commodore CDO
II Ltd. A-2 (a) A-/Watch Neg AA/Watch Neg
Commodore CDO
II Ltd. A-2 (b) A-/Watch Neg AA/Watch Neg
Commodore CDO
II Ltd. B CC CCC-/Watch Neg
Commodore CDO
IV Ltd. A-2 A-/Watch Neg AAA/Watch Neg
Commodore CDO
IV Ltd. B B-/Watch Neg AA/Watch Neg
Commodore CDO
IV Ltd. C CCC-/Watch Neg A/Watch Neg
Commodore CDO
IV Ltd. D CC BBB/Watch Neg
Commodore CDO
IV Ltd. Comp Nts CC BBB-/Watch Neg
Diogenes CDO I Ltd. A-1 BBB-/Watch Neg AA+/Watch Neg
Diogenes CDO I Ltd. A-2 B-/Watch Neg BBB+/Watch Neg
Diogenes CDO I Ltd. B CCC-/Watch Neg BB+/Watch Neg
Diogenes CDO I Ltd. C CC BB/Watch Neg
Diogenes CDO I Ltd. D CC CCC+/Watch Neg
Duke Funding V Ltd. I-A1 A-/Watch Neg AAA
Duke Funding V Ltd. 1-A2 A-/Watch Neg AAA
Duke Funding V Ltd. I-B A-/Watch Neg AAA
Duke Funding V Ltd. II BBB/Watch Neg AA-/Watch Neg
Duke Funding V Ltd. III CCC-/Watch Neg BB+/Watch Neg
Duke Funding V Ltd. IV-A CC CCC/Watch Neg
Duke Funding V Ltd. IV-B CC CCC/Watch Neg
Duke Funding X Ltd. A-1 BB/Watch Neg AA/Watch Neg
Duke Funding X Ltd. A-2 B/Watch Neg A-/Watch Neg
Duke Funding X Ltd. A-3 CC BBB-/Watch Neg
Duke Funding X Ltd. B-1 CC BB/Watch Neg
Duke Funding X Ltd. B-2 CC BB-/Watch Neg
Dunhill ABS CDO Ltd. B CCC/Watch Neg BBB/Watch Neg
Dunhill ABS CDO Ltd. C CC B+/Watch Neg
Fortius I
Funding Ltd. A-1 AA-/Watch Neg AAA/Watch Neg
Fortius I
Funding Ltd. A-2 AA-/Watch Neg AAA/Watch Neg
Fortius I
Funding Ltd. B BBB/Watch Neg AA/Watch Neg
Fortius I
Funding Ltd. C BB/Watch Neg A/Watch Neg
Fortius I
Funding Ltd. D CCC+/Watch Neg BBB/Watch Neg
Fortius I
Funding Ltd. E CCC-/Watch Neg BB+/Watch Neg
Independence IV
CDO Ltd. A-1 AA/Watch Neg AAA/Watch Neg
Series1
Independence IV
CDO Ltd. A-1 AA/Watch Neg AAA/Watch Neg
Series2
Independence IV
CDO Ltd. A-2 BB+/Watch Neg AA/Watch Neg
Independence IV
CDO Ltd. A-3 CCC+/Watch Neg BBB+/Watch Neg
Independence IV
CDO Ltd. B CC BB-/Watch Neg
Ischus Mezzanine
CDO III Ltd. A-1 B-/Watch Neg A-/Watch Neg
Ischus Mezzanine
CDO III Ltd. A-2 CCC-/Watch Neg BBB-/Watch Neg
Ischus Mezzanine
CDO III Ltd. B-1 CC BB/Watch Neg
Ischus Mezzanine
CDO III Ltd. B-2 CC BB-/Watch Neg
Ischus Mezzanine
CDO III Ltd. C CC B-/Watch Neg
Ischus Mezzanine
CDO III Ltd. D CC CCC-/Watch Neg
Kent Funding
III Ltd. A-1 A+/Watch Neg AAA/Watch Neg
Kent Funding
III Ltd. A-2 CC B+/Watch Neg
Kent Funding
III Ltd. A-3 CC CCC-/Watch Neg
Klio III
Funding Ltd. ABCP AA/A-1+/WatchNeg AAA/A-
1+/WatchNeg
Klio III
Funding Ltd. A-1 BB+/Watch Neg AAA/Watch Neg
Klio III
Funding Ltd. A-2 B/Watch Neg AA/Watch Neg
Klio III
Funding Ltd. B CCC-/Watch Neg A-/Watch Neg
Klio III
Funding Ltd. C CC BBB/Watch Neg
Klio III
Funding Ltd. Pref Shrs CC BB/Watch Neg
Knollwood CDO Ltd. A-1 BBB+/Watch Neg AA/Watch Neg
Knollwood CDO Ltd. A-2 CC B/Watch Neg
Manasquan CDO
2005-1 Ltd. A-1LB AA-/Watch Neg AAA
Manasquan CDO
2005-1 Ltd. A-2L BBB/Watch Neg AA
Manasquan CDO
2005-1 Ltd. A-3L BB+/Watch Neg A+/Watch Neg
Manasquan CDO
2005-1 Ltd. B-1L CCC+/Watch Neg BBB+/Watch Neg
Manasquan CDO
2005-1 Ltd. B-2L CCC-/Watch Neg BBB-/Watch Neg
Montauk Point
CDO Ltd. A1 BB-/Watch Neg AA/Watch Neg
Montauk Point
CDO Ltd. A2 B-/Watch Neg A-/Watch Neg
Montauk Point
CDO Ltd. B CC BBB-/Watch Neg
Montauk Point
CDO Ltd. C CC BB+/Watch Neg
Montauk Point
CDO Ltd. D CC B+/Watch Neg
Montauk Point
CDO Ltd. E CC CCC+/Watch Neg
Montauk Point
CDO Ltd. F CC CCC/Watch Neg
Monterey CDO Ltd. A-1A AA/Watch Neg AAA/Watch Neg
Monterey CDO Ltd. A-1B AA/Watch Neg AAA/Watch Neg
Monterey CDO Ltd. A-2 BBB/Watch Neg AA/Watch Neg
Monterey CDO Ltd. A-3 BB/Watch Neg A+/Watch Neg
Monterey CDO Ltd. B CCC+/Watch Neg BB+/Watch Neg
Monterey CDO Ltd. C CCC-/Watch Neg BB/Watch Neg
Monterey CDO Ltd. D CC B/Watch Neg
Monterey CDO Ltd. E CC CCC/Watch Neg
Nautilus RMBS
CDO IV Ltd. A-1S A-/Watch Neg AA-/Watch Neg
Nautilus RMBS
CDO IV Ltd. A-1J BB-/Watch Neg BBB/Watch Neg
Nautilus RMBS
CDO IV Ltd. A-2 B-/Watch Neg BB/Watch Neg
Nautilus RMBS
CDO IV Ltd. A-3 CC B/Watch Neg
Nautilus RMBS
CDO IV Ltd. B-F CC CCC-/Watch Neg
Nautilus RMBS
CDO IV Ltd. B-V CC CCC-/Watch Neg
Northlake CDO
I Ltd. I-A BB-/Watch Neg AA/Watch Neg
Northlake CDO
I Ltd. II CC B/Watch Neg
Pinetree CDO Ltd. A-1S BBB/Watch Neg AAA/Watch Neg
Pinetree CDO Ltd. A-1J B/Watch Neg A-/Watch Neg
Pinetree CDO Ltd. A-2 CCC-/Watch Neg BBB-/Watch Neg
Pinetree CDO Ltd. A-3 CC BB-/Watch Neg
Pinetree CDO Ltd. B CC CCC-/Watch Neg
Pinnacle Point
Funding Ltd. ABCP AA+/A-1+ AAA/A-1+/WatchNeg
Pinnacle Point
Funding Ltd. A-1 BB+ A/Watch Neg
Pinnacle Point
Funding Ltd. A-2 CCC-/Watch Neg BB/Watch Neg
Porter Square
CDO II Ltd. B AA-/Watch Neg AA
Porter Square
CDO II Ltd. C BBB+/Watch Neg A
Porter Square
CDO II Ltd. D BB/Watch Neg BBB
Sheffield CDO
II Ltd. A-3 BBB+/Watch Neg A/Watch Neg
Sheffield CDO
II Ltd. B BB+/Watch Neg BBB-/Watch Neg
Sheffield CDO
II Ltd. C CCC+/Watch Neg B+/Watch Neg
Stockbridge CDO
Ltd. A-2 A/Watch Neg AA+/Watch Neg
Stockbridge CDO
Ltd. A-3 B+/Watch Neg A+/Watch Neg
Stockbridge CDO
Ltd. B CCC-/Watch Neg BBB+/Watch Neg
TABS 2005-2
Oakville Ltd. A-1 A/Watch Neg AAA
TABS 2005-2
Oakville Ltd. A-2 BB+/Watch Neg AAA/Watch Neg
TABS 2005-2
Oakville Ltd. B CC BBB-/Watch Neg
TABS 2005-2
Oakville Ltd. C CC BB/Watch Neg
TABS 2005-2
Oakville Ltd. D CC CCC/Watch Neg
Topanga CDO Ltd. A-1 BB-/Watch Neg AA/Watch Neg
Topanga CDO Ltd. A-2 CCC+/Watch Neg A/Watch Neg
Topanga CDO Ltd. B CC BBB/Watch Neg
Topanga CDO Ltd. C CC BB+/Watch Neg
RATINGS PLACED ON CREDITWATCH NEGATIVE
Rating
Transaction Class To From
----------- ----- -- ----
Commodore CDO IV Ltd. A-1(a)-F AAA/Watch Neg AAA
Commodore CDO IV Ltd. A-1(a)-U AAA/Watch Neg AAA
Commodore CDO IV Ltd. A-1(b) AAA/Watch Neg AAA
Dunhill ABS CDO Ltd. A-2 AA/Watch Neg AA
Manasquan CDO 2005-1 Ltd. A-1LA AAA/Watch Neg
AAA
Northlake CDO I Ltd. I-MM AAA/A-1+/Watch Neg AAA/A-1
+
Porter Square CDO II Ltd. A-2 AAA/Watch Neg
AAA
OTHER RATINGS REVIEWED
Transaction Class Rating
----------- ----- ------
ACA ABS 2005-1 Ltd. A-1 AAA
ACA ABS 2005-1 Ltd. A-2 AAA
Altius IV Funding Ltd. A-1F AA+
Altius IV Funding Ltd. E CC
BFC Ajax CDO Ltd. D CC
BFC Ajax CDO Ltd. E CC
Buckingham CDO III Ltd. E CC
Buckingham CDO III Ltd. Income Nts CC
Charles River CDO I Ltd. C CC
Charles River CDO I Ltd. Comb Sec CC
Citius I Funding Ltd. C CC
Citius I Funding Ltd. D CC
Citius I Funding Ltd. E CC
Commodore CDO II Ltd. A-1MM AAA/A-1+
Commodore CDO II Ltd. C CC
Dunhill ABS CDO Ltd. A-1NV AAA
Dunhill ABS CDO Ltd. A-1VA AAA
Dunhill ABS CDO Ltd. A-1VB AAA
Fortius I Funding Ltd. S AAA
Independence IV CDO Ltd. C CC
Ischus Mezzanine CDO III Ltd. E CC
Kent Funding III Ltd. B CC
Kent Funding III Ltd. C CC
Kent Funding III Ltd. D CC
Knollwood CDO Ltd. B CC
Knollwood CDO Ltd. C CC
Montauk Point CDO Ltd. G CC
Nautilus RMBS CDO IV Ltd. C-F CC
Nautilus RMBS CDO IV Ltd. C-V CC
Northlake CDO I Ltd. III CC
Porter Square CDO II Ltd. A-1 AAA
Sheffield CDO II Ltd. S AAA
Sheffield CDO II Ltd. A-1 AAA
Sheffield CDO II Ltd. A-2 AA/Watch Neg
Sheffield CDO II Ltd. D CC
Stockbridge CDO Ltd. A-1 AAA
Duke Funding V Ltd. I-W AAA
Pinnacle Point Funding Ltd. B CC
* S&P Cuts 222 Ratings on 29 US Subprime RMBS Transactions
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 222
classes from 29 residential mortgage-backed securities (RMBS)
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006 and 2007.
"At the same time, we removed 146 of the lowered ratings from
CreditWatch with negative implications. In addition, we affirmed
our ratings on 152 classes from these 29 transactions and affirmed
our ratings on 16 additional classes from one other U.S. subprime
RMBS transaction. We removed 81 of the classes with ratings
affirmed from CreditWatch negative," S&P says.
"The downgraded classes represent an original par amount of
approximately $14.8 billion, or about 2% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's between January 2006 and June 2007. We have
taken previous rating actions on approximately $6.7 billion of the
total amount of affected securities. In addition, the classes that
were affirmed represent an original par amount of approximately
$14.7 billion subprime RMBS certificates issued from January 2006
to June 2007," S&P adds.
The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses. As announced in "S&P
Revises Deal-Specific Projected Losses For U.S. Subprime RMBS
Issued In 2006, 2007," published Aug. 19, 2008, our default curve
for U.S. subprime RMBS is a key component of our loss projection
analysis of U.S. RMBS transactions, which is discussed in
"Standard & Poor's Revised Default And Loss Curves For U.S.
Subprime RMBS," published Oct. 19, 2007.
With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting its loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency (including 60- and 90-day delinquencies), default, and
loss trends. Some transactions are experiencing foreclosures and
delinquencies at rates greater than its initial projections. S&P
believes that adjusting our projected losses, which S&P derived
from its default curve analysis, is appropriate in cases where the
amount of current delinquencies indicates a different timing or
level of loss. In addition, S&P recently revised its loss severity
assumption for transactions issued in 2006 and the first half of
2007 as described in "Standard & Poor's Revises U.S. Subprime,
Prime, And Alternative-A RMBS Loss Assumptions," published July
30, 2008. S&P based the revised assumption on its belief that
continued foreclosures, distressed sales, increased carrying
costs, and a further decline in home sales will continue to
depress prices and push loss severities higher than it previously
assumed.
"The lowered ratings reflect our assessment of credit support
under three constant prepayment rate (CPR) scenarios. The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards. The third scenario uses a prepayment rate that is equal
to two times the lower of the lifetime or 12-month CPR. We
incorporated a third CPR scenario into our cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs. We assumed a constant default rate for
each pool. Because the analysis focused on each individual class
with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection. Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized. The longer a class remains outstanding, however, the
more excess spread it generates," S&P says.
"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. For mortgage
pools that are continuing to show increasing delinquencies, we
increased our cash flow stresses to account for potential
increases in monthly losses. In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base case
assumption we assumed in our analysis. For example, a class may
have to withstand 115% of our base case oss assumption in order to
maintain a 'BB' rating, while a different class may have to
withstand 125% of our base case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of our base case loss assumptions
under our analysis, subject to individual caps assumed on specific
transactions. We determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
"A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
"To date, including the classes listed below and actions on both
publicly and confidentially rated classes, we have resolved the
CreditWatch placements of the ratings on 604 classes from 76 U.S.
RMBS subprime transactions from the 2006 and 2007 vintages.
Currently, our ratings on 2,678 classes from 438 U.S. RMBS
subprime transactions from the 2005, 2006 and 2007 vintages are on
CreditWatch negative."
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.
RATINGS LOWERED
Argent Securities Trust 2006-W1
Series 2006-W1
Rating
Class CUSIP To From
----- ----- -- ----
M-7 040104RP8 CC CCC
M-8 040104RQ6 CC CCC
M-9 040104RR4 CC CCC
BNC Mortgage Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
M8 05569GAN6 CC CCC
M9 05569GAP1 CC CCC
Citigroup Mortgage Loan Trust 2006-WMC1
Series 2006 WMC1
Rating
Class CUSIP To From
----- ----- -- ----
M-4 17307GZ92 CC CCC
M-5 17307G2A5 CC CCC
M-6 17307G2B3 CC CCC
M-7 17307G2C1 CC CCC
M-9 17307G2D9 D CC
M-10 17307G2E7 D CC
CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11
Rating
Class CUSIP To From
----- ----- -- ----
B 23247LAV0 CC CCC
CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2
Rating
Class CUSIP To From
----- ----- -- ----
M-9 12668NAP2 CC CCC
B 12668NAU1 CC CCC
CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
M-8 12668TAN4 CC CCC
M-9 12668TAP9 CC CCC
B 12668TAR5 CC CCC
First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2
Rating
Class CUSIP To From
----- ----- -- ----
M3 32027NA68 CC CCC
M4 32027NA76 CC CCC
M5 32027NA84 CC CCC
M6 32027NA92 CC CCC
M7 32027NB26 CC CCC
M8 32027NB34 CC CCC
First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2
Rating
Class CUSIP To From
----- ----- -- ----
M-5 32029GAK0 CC CCC
M-6 32029GAL8 CC CCC
B-1 32029GAM6 CC CCC
GSAA Home Equity Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
B-1 3623415Z8 CC CCC
B-2 3623416A2 CC CCC
B-3 3623416B0 CC CCC
HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-10 40430FAQ5 CC CCC
IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
M-5 46602WAJ3 CC CCC
B-3 46602WAN4 D CCC
Long Beach Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
M-5 542514RS5 CC CCC
M-6 542514RT3 CC CCC
M-7 542514RU0 CC CCC
Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1
Rating
Class CUSIP To From
----- ----- -- ----
M-7 542514RC0 CC CCC
M-8 542514RD8 CC CCC
M-9 542514RE6 CC CCC
M-10 542514RF3 CC CCC
MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1
Rating
Class CUSIP To From
----- ----- -- ----
M-2 55275TAG3 CC CCC
M-3 55275TAH1 CC CCC
M-7 55275TAM0 D CCC
Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
M-5 59020U6S9 CC CCC
M-6 59020U6T7 CC CCC
B-1A 59020U6U4 D CCC
B-1B 59020U6V2 D CCC
B-2A 59020U6W0 D CCC
B-2B 59020U6X8 D CCC
Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1
Rating
Class CUSIP To From
----- ----- -- ----
M-4 59020U5K7 CC CCC
M-6 59020U5M3 CC CCC
B-1 59020U5N1 D CCC
B-2 59020U5P6 D CCC
Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2
Rating
Class CUSIP To From
----- ----- -- ----
M-3 590216AJ6 CC CCC
M-4 590216AK3 CC CCC
M-5 590216AL1 CC CCC
M-6 590216AM9 D CCC
B-1 590216AN7 D CC
Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-6 59024EAL1 CC CCC
B-1 59024EAM9 CC CCC
B-2 59024EAN7 CC CCC
Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2
Rating
Class CUSIP To From
----- ----- -- ----
B-1 61753EAL4 CC CCC
Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3
Rating
Class CUSIP To From
----- ----- -- ----
B-2 617538AM5 CC CCC
Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
B-2 61751QAM7 CC CCC
Option One Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
M-8 68389FKY9 CC CCC
RAMP Series 2006-NC1 Trust
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
M-7 76112BX96 CC CCC
M-8 76112BY20 CC CCC
RASC Series 2007-KS2 Trust
Series 2007-KS2
Rating
Class CUSIP To From
----- ----- -- ----
M-9 74924WAP2 CC CCC
M-10 74924WAQ0 CC CCC
Saxon Asset Securities Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
B-3 80556BAP0 CC CCC
Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2
Rating
Class CUSIP To From
----- ----- -- ----
B-2 81378GAM0 CC CCC
B-3 81378GAN8 CC CCC
Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2
Rating
Class CUSIP To From
----- ----- -- ----
M2 86358GAH4 CC CCC
Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1
Rating
Class CUSIP To From
----- ----- -- ----
M2 863576EU4 CC CCC
M3 863576EV2 CC CCC
M8 863576FA7 D CC
M9 863576FB5 D CC
RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
Argent Securities Trust 2006-W1
Series 2006-W1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 040104RH6 A AA+/Watch Neg
M-2 040104RJ2 B AA+/Watch Neg
M-3 040104RK9 CCC BBB/Watch Neg
M-4 040104RL7 CCC B/Watch Neg
BNC Mortgage Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 05569GAA4 BBB A/Watch Neg
A4 05569GAD8 BBB+ AAA/Watch Neg
A5 05569GAE6 BBB A/Watch Neg
M1 05569GAF3 B BB/Watch Neg
M2 05569GAG1 CCC B/Watch Neg
M3 05569GAH9 CCC B/Watch Neg
Citigroup Mortgage Loan Trust 2006-WMC1
Series 2006 WMC1
Rating
Class CUSIP To From
----- ----- -- ----
A-2D 17307GZ50 AA AAA/Watch Neg
M-1 17307GZ68 A AA+/Watch Neg
M-2 17307GZ76 B BB/Watch Neg
M-3 17307GZ84 CCC B/Watch Neg
Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 17311VAA7 BBB AAA/Watch Neg
A-2B 17311VAE9 BBB AAA/Watch Neg
A-2C 17311VAF6 BBB- AAA/Watch Neg
M-1 17311VAG4 B BBB/Watch Neg
M-2 17311VAH2 CCC B/Watch Neg
CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11
Rating
Class CUSIP To From
----- ----- -- ----
1-A-1 23247LAW8 AA AAA/Watch Neg
1-A-2 23247LAX6 AA AAA/Watch Neg
2-A-4 23247LAD0 AA AAA/Watch Neg
1-M-1 23247LAE8 BBB AA+/Watch Neg
2-M-1 23247LAF5 BBB AA+/Watch Neg
1-M-3 23247LAJ7 B- B/Watch Neg
2-M-3 23247LAK4 B- B/Watch Neg
1-M-2 23247LAG3 B AA/Watch Neg
2-M-2 23247LAH1 B AA/Watch Neg
CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2
Rating
Class CUSIP To From
----- ----- -- ----
1-A 12668NAA5 A AAA/Watch Neg
2-A-3 12668NAD9 AA AAA/Watch Neg
2-A-4 12668NAE7 A AAA/Watch Neg
M-1 12668NAF4 BB AA+/Watch Neg
M-2 12668NAG2 B A/Watch Neg
M-3 12668NAH0 CCC B/Watch Neg
CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
1-A 12668TAA2 AA AAA/Watch Neg
2-A-4 12668TAE4 AA AAA/Watch Neg
M-1 12668TAF1 BBB AA+/Watch Neg
M-2 12668TAG9 BB AA+/Watch Neg
M-3 12668TAH7 B A/Watch Neg
M-4 12668TAJ3 B- BB/Watch Neg
M-5 12668TAK0 CCC B/Watch Neg
First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2
Rating
Class CUSIP To From
----- ----- -- ----
A1 32027NZX2 BB AAA/Watch Neg
A4 32027NA27 A AAA/Watch Neg
A5 32027NA35 BB AAA/Watch Neg
M1 32027NA43 CCC BB/Watch Neg
M2 32027NA50 CCC B/Watch Neg
First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 32029GAA2 B BB/Watch Neg
A-2B 32029GAC8 BBB AAA/Watch Neg
A-2C 32029GAD6 B BB/Watch Neg
A-2D 32029GAE4 B BB/Watch Neg
M-1 32029GAF1 CCC B/Watch Neg
GSAA Home Equity Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
M-1 3623415T2 AA AAA/Watch Neg
M-2 3623415U9 A AA+/Watch Neg
M-3 3623415V7 B BBB/Watch Neg
M-4 3623415W5 CCC BB/Watch Neg
M-5 3623415X3 CCC B/Watch Neg
HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
I-A-1 40430FAA0 A AAA/Watch Neg
II-A-3 40430FAD4 A AAA/Watch Neg
II-A-4 40430FAE2 A AAA/Watch Neg
M-1 40430FAF9 B AA+/Watch Neg
M-2 40430FAG7 CCC BBB/Watch Neg
M-3 40430FAH5 CCC BB/Watch Neg
M-4 40430FAJ1 CCC B/Watch Neg
IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-4 46602WAD6 BBB AAA/Watch Neg
M-1 46602WAE4 B BB/Watch Neg
Long Beach Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
I-A 542514RH9 AA AAA/Watch Neg
II-A4 542514RM8 AA AAA/Watch Neg
M-1 542514RN6 BBB AA+/Watch Neg
M-2 542514RP1 B BBB/Watch Neg
M-3 542514RQ9 CCC B+/Watch Neg
M-4 542514RR7 CCC B/Watch Neg
Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 542514QW7 AA AA+/Watch Neg
M-2 542514QX5 BBB AA/Watch Neg
M-3 542514QY3 B AA-/Watch Neg
M-4 542514QZ0 CCC BB/Watch Neg
M-5 542514RA4 CCC B/Watch Neg
MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 55275TAA6 CCC BB/Watch Neg
A-2 55275TAB4 BB AAA/Watch Neg
A-3 55275TAC2 B A/Watch Neg
A-4 55275TAD0 CCC BB/Watch Neg
A-5 55275TAE8 CCC BB/Watch Neg
Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 59020U6H3 BBB AAA/Watch Neg
A-2C 59020U6L4 BBB AAA/Watch Neg
A-2D 59020U6M2 BB AAA/Watch Neg
M-1 59020U6N0 B AA+/Watch Neg
M-2 59020U6P5 CCC BBB/Watch Neg
M-3 59020U6Q3 CCC BB/Watch Neg
M-4 59020U6R1 CC B/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1
Rating
Class CUSIP To From
----- ----- -- ----
A-2C 59020U5E1 A AAA/Watch Neg
A-2D 59020U5F8 BBB AAA/Watch Neg
M-1 59020U5G6 B AA+/Watch Neg
M-2 59020U5H4 CCC A/Watch Neg
M-3 59020U5J0 CCC B/Watch Neg
M-5 59020U5L5 CC B/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2
Rating
Class CUSIP To From
----- ----- -- ----
A-1A 590216AA5 B A/Watch Neg
A-1B 590216AB3 B A/Watch Neg
A-2B 590216AD9 AA AAA/Watch Neg
A-2C 590216AE7 BB AAA/Watch Neg
A-2D 590216AF4 B A/Watch Neg
M-1 590216AG2 CCC B/Watch Neg
M-2 590216AH0 CCC B/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 59024EAA5 B AAA/Watch Neg
A-2B 59024EAC1 AA AAA/Watch Neg
A-2C 59024EAD9 B AAA/Watch Neg
A-2D 59024EAE7 B AA/Watch Neg
M-1 59024EAF4 CCC BB/Watch Neg
M-2 59024EAG2 CCC B/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61753EAP5 B AA/Watch Neg
A-2c 61753EAC4 BBB AAA/Watch Neg
A-2d 61753EAD2 B AA/Watch Neg
M-1 61753EAE0 CCC BB/Watch Neg
M-2 61753EAF7 CCC B/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 617525AA8 BB AA/Watch Neg
A-2c 617538AC7 A+ AAA/Watch Neg
A-2d 617538AD5 BB AA/Watch Neg
M-1 617538AE3 B BB/Watch Neg
M-2 617538AF0 CCC B/Watch Neg
Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A-3 61751QAC9 A AAA/Watch Neg
A-4 61751QAD7 BB AA/Watch Neg
M-1 61751QAE5 B BB/Watch Neg
M-2 61751QAF2 CCC B/Watch Neg
Option One Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 68389FKR4 A AA+/Watch Neg
M-2 68389FKS2 BB AA+/Watch Neg
M-3 68389FKT0 B BBB/Watch Neg
M-4 68389FKU7 CCC B/Watch Neg
RAMP Series 2006-NC1 Trust
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
A-3 76112BX21 AA AAA/Watch Neg
M-1 76112BX39 A AA+/Watch Neg
M-2 76112BX47 BB AA/Watch Neg
M-3 76112BX54 B A/Watch Neg
M-4 76112BX62 CCC BB/Watch Neg
RASC Series 2007-KS2 Trust
Series 2007-KS2
Rating
Class CUSIP To From
----- ----- -- ----
A-I-3 74924WAC1 AA AAA/Watch Neg
A-I-4 74924WAD9 BBB AAA/Watch Neg
A-II-1 74924WAE7 BBB AAA/Watch Neg
M-1 74924WAF4 B A/Watch Neg
M-2 74924WAG2 CCC B/Watch Neg
Saxon Asset Securities Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 80556BAA3 AA AAA/Watch Neg
A-2d 80556BAE5 AA AAA/Watch Neg
M-1 80556BAF2 BB AA+/Watch Neg
M-2 80556BAG0 B BB/Watch Neg
M-3 80556BAH8 CCC B/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 81378GAA6 AA AAA/Watch Neg
A-2B 81378GAC2 AA AAA/Watch Neg
A-2C 81378GAD0 AA AAA/Watch Neg
M-1 81378GAE8 BB AA+/Watch Neg
M-2 81378GAF5 B BB/Watch Neg
Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2
Rating
Class CUSIP To From
----- ----- -- ----
A5 86358GAE1 A AAA/Watch Neg
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
Argent Securities Trust 2006-W1
Series 2006-W1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 040104RT0 AAA AAA/Watch Neg
A-2B 040104RE3 AAA AAA/Watch Neg
A-2C 040104RF0 AAA AAA/Watch Neg
A-2D 040104RG8 AAA AAA/Watch Neg
BNC Mortgage Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A2 05569GAB2 AAA AAA/Watch Neg
A3 05569GAC0 AAA AAA/Watch Neg
Citigroup Mortgage Loan Trust 2006-WMC1
Series 2006 WMC1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 17307G2G2 AAA AAA/Watch Neg
A-2B 17307GZ35 AAA AAA/Watch Neg
A-2C 17307GZ43 AAA AAA/Watch Neg
Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 17311VAD1 AAA AAA/Watch Neg
CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11
Rating
Class CUSIP To From
----- ----- -- ----
2-A-1 23247LAA6 AAA AAA/Watch Neg
2-A-2 23247LAB4 AAA AAA/Watch Neg
2-A-3 23247LAC2 AAA AAA/Watch Neg
CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2
Rating
Class CUSIP To From
----- ----- -- ----
2-A-1 12668NAB3 AAA AAA/Watch Neg
2-A-2 12668NAC1 AAA AAA/Watch Neg
CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
2-A-1 12668TAB0 AAA AAA/Watch Neg
2-A-2 12668TAC8 AAA AAA/Watch Neg
2-A-3 12668TAD6 AAA AAA/Watch Neg
First Franklin Mortgage Loan Trust 2006-FF2
Series 2006-FF2
Rating
Class CUSIP To From
----- ----- -- ----
A2 32027NZY0 AAA AAA/Watch Neg
A3 32027NZZ7 AAA AAA/Watch Neg
First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 32029GAB0 AAA AAA/Watch Neg
GSAA Home Equity Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
1A1 3623415N5 AAA AAA/Watch Neg
1A2 3623415P0 AAA AAA/Watch Neg
2A1 3623415Q8 AAA AAA/Watch Neg
2A2 3623415R6 AAA AAA/Watch Neg
2A3 3623415S4 AAA AAA/Watch Neg
2A4 362334AA2 AAA AAA/Watch Neg
2A5 362334AB0 AAA AAA/Watch Neg
GSAMP Trust 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 3622MDAA3 AAA AAA/Watch Neg
A-2A 3622MDAB1 AAA AAA/Watch Neg
A-2B 3622MDAC9 AAA AAA/Watch Neg
A-2C 3622MDAD7 AAA AAA/Watch Neg
A-2D 3622MDAE5 AAA AAA/Watch Neg
M-1 3622MDAF2 AA+ AA+/Watch Neg
M-2 3622MDAG0 AA AA/Watch Neg
M-3 3622MDAH8 BBB BBB/Watch Neg
M-4 3622MDAJ4 B B/Watch Neg
HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
II-A-1 40430FAB8 AAA AAA/Watch Neg
II-A-2 40430FAC6 AAA AAA/Watch Neg
IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-2 46602WAB0 AAA AAA/Watch Neg
A-3 46602WAC8 AAA AAA/Watch Neg
Long Beach Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
II-A2 542514RK2 AAA AAA/Watch Neg
II-A3 542514RL0 AAA AAA/Watch Neg
Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1
Rating
Class CUSIP To From
----- ----- -- ----
I-A1 542514QP2 AAA AAA/Watch Neg
I-A2 542514QQ0 AAA AAA/Watch Neg
I-A3 542514QR8 AAA AAA/Watch Neg
II-A2 542514QT4 AAA AAA/Watch Neg
II-A3 542514QU1 AAA AAA/Watch Neg
II-A4 542514QV9 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust Series 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-2B 59020U6K6 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM1
Series 2006-RM1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 59020U5B7 AAA AAA/Watch Neg
A-2B 59020U5D3 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM2
Series 2006-RM2
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 590216AC1 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 59024EAB3 AAA AAA/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-2a 61753EAA8 AAA AAA/Watch Neg
A-2b 61753EAB6 AAA AAA/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3
Rating
Class CUSIP To From
----- ----- -- ----
A-2a 617538AA1 AAA AAA/Watch Neg
A-2b 617538AB9 AAA AAA/Watch Neg
Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61751QAA3 AAA AAA/Watch Neg
A-2 61751QAB1 AAA AAA/Watch Neg
Option One Mortgage Loan Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
I-A-1 68389FKL7 AAA AAA/Watch Neg
II-A-2 68389FKN3 AAA AAA/Watch Neg
II-A-3 68389FKP8 AAA AAA/Watch Neg
II-A-4 68389FKQ6 AAA AAA/Watch Neg
RAMP Series 2006-NC1 Trust
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
A-2 76112BW97 AAA AAA/Watch Neg
RASC Series 2007-KS2 Trust
Series 2007-KS2
Rating
Class CUSIP To From
----- ----- -- ----
A-I-1 74924WAA5 AAA AAA/Watch Neg
A-I-2 74924WAB3 AAA AAA/Watch Neg
Saxon Asset Securities Trust 2007-1
Series 2007-1
Rating
Class CUSIP To From
----- ----- -- ----
A-2a 80556BAB1 AAA AAA/Watch Neg
A-2b 80556BAC9 AAA AAA/Watch Neg
A-2c 80556BAD7 AAA AAA/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 81378GAB4 AAA AAA/Watch Neg
Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2
Rating
Class CUSIP To From
----- ----- -- ----
A1 86358GAA9 BB BB/Watch Neg
A2 86358GAB7 BB BB/Watch Neg
A4 86358GAD3 AAA AAA/Watch Neg
A6 86358GAF8 BB BB/Watch Neg
Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1
Rating
Class CUSIP To From
----- ----- -- ----
A1 863576EM2 BB BB/Watch Neg
A2 863576EN0 AAA AAA/Watch Neg
A3 863576EP5 AAA AAA/Watch Neg
A4 863576EQ3 A A/Watch Neg
A5 863576ER1 BB BB/Watch Neg
A-6M 863576ES9 BB BB/Watch Neg
RATINGS AFFIRMED
Argent Securities Trust 2006-W1
Series 2006-W1
Class CUSIP Rating
----- ----- ------
M-5 040104RM5 CCC
M-6 040104RN3 CCC
BNC Mortgage Loan Trust 2007-1
Series 2007-1
Class CUSIP Rating
----- ----- ------
M4 05569GAJ5 CCC
M5 05569GAK2 CCC
M6 05569GAL0 CCC
M7 05569GAM8 CCC
Citigroup Mortgage Loan Trust 2007-AHL1
Series 2007-AHL1
Class CUSIP Rating
----- ----- ------
M-3 17311VAJ8 CCC
M-4 17311VAK5 CCC
M-5 17311VAL3 CCC
M-6 17311VAM1 CCC
M-7 17311VAN9 CCC
M-8 17311VAP4 CCC
M-9 17311VAQ2 CCC
CWABS Asset-Backed Certificates Series 2007-11
Series 2007-11
Class CUSIP Rating
----- ----- ------
M-4 23247LAL2 CCC
M-5 23247LAM0 CCC
M-6 23247LAN8 CCC
M-7 23247LAP3 CCC
M-8 23247LAQ1 CCC
M-9 23247LAR9 CCC
CWABS Asset-Backed Certificates Trust 2007-2
Series 2007-2
Class CUSIP Rating
----- ----- ------
M-4 12668NAJ6 CCC
M-5 12668NAK3 CCC
M-6 12668NAL1 CCC
M-7 12668NAM9 CCC
M-8 12668NAN7 CCC
CWABS Asset-Backed Certificates Trust 2007-BC1
Series 2007-1
Class CUSIP Rating
----- ----- ------
M-6 12668TAL8 CCC
M-7 12668TAM6 CCC
First Franklin Mortgage Loan Trust Series 2007-FF2
Series 2007-FF2
Class CUSIP Rating
----- ----- ------
M-2 32029GAG9 CCC
M-3 32029GAH7 CCC
M-4 32029GAJ3 CCC
GSAA Home Equity Trust 2006-2
Series 2006-2
Class CUSIP Rating
----- ----- ------
M-6 3623415Y1 CCC
GSAMP Trust 2007-HE1
Series 2007-HE1
Class CUSIP Rating
----- ----- ------
M-5 3622MDAK1 CCC
M-6 3622MDAL9 CCC
M-7 3622MDAM7 CCC
M-8 3622MDAN5 CCC
M-9 3622MDAP0 CCC
B-1 3622MDAT2 CCC
B-2 3622MDAU9 CCC
HSI Asset Securitization Corporation Trust 2007-HE1
Series 2007-HE1
Class CUSIP Rating
----- ----- ------
M-5 40430FAK8 CCC
M-6 40430FAL6 CCC
M-7 40430FAM4 CCC
M-8 40430FAN2 CCC
M-9 40430FAP7 CCC
IXIS Real Estate Capital Trust 2006-HE2
Series 2006-HE2
Class CUSIP Rating
----- ----- ------
M-2 46602WAF1 CCC
M-3 46602WAG9 CCC
M-4 46602WAH7 CCC
Long Beach Mortgage Loan Trust 2006-WL1
Series 2006-WL1
Class CUSIP Rating
----- ----- ------
M-6 542514RB2 CCC
MASTR Asset Backed Securities Trust 2007-WMC1
Series 2007-WMC1
Class CUSIP Rating
----- ----- ------
M-1 55275TAF5 CCC
Merrill Lynch Mortgage Investors Trust, Series 2007-HE1
Series 2007-HE1
Class CUSIP Rating
----- ----- ------
M-3 59024EAH0 CCC
M-4 59024EAJ6 CCC
M-5 59024EAK3 CCC
Morgan Stanley ABS Capital I Inc. Trust 2007-HE2
Series 2007-HE2
Class CUSIP Rating
----- ----- ------
M-3 61753EAG5 CCC
M-4 61753EAH3 CCC
M-5 61753EAJ9 CCC
M-6 61753EAK6 CCC
Morgan Stanley ABS Capital I Inc. Trust 2007-HE3
Series 2007-HE3
Class CUSIP Rating
----- ----- ------
M-3 617538AG8 CCC
M-4 617538AH6 CCC
M-5 617538AJ2 CCC
M-6 617538AK9 CCC
B-1 617538AL7 CCC
Morgan Stanley Home Equity Loan Trust 2007-1
Series 2007-1
Class CUSIP Rating
----- ----- ------
M-3 61751QAG0 CCC
M-4 61751QAH8 CCC
M-5 61751QAJ4 CCC
M-6 61751QAK1 CCC
B-1 61751QAL9 CCC
Option One Mortgage Loan Trust 2006-1
Series 2006-1
Class CUSIP Rating
----- ----- ------
M-5 68389FKV5 CCC
M-6 68389FKW3 CCC
M-7 68389FKX1 CCC
RAMP Series 2006-NC1 Trust
Series 2006-NC1
Class CUSIP Rating
----- ----- ------
M-5 76112BX70 CCC
M-6 76112BX88 CCC
RASC Series 2007-KS2 Trust
Series 2007-KS2
Class CUSIP Rating
----- ----- ------
M-3 74924WAH0 CCC
M-4 74924WAJ6 CCC
M-5 74924WAK3 CCC
M-6 74924WAL1 CCC
M-7 74924WAM9 CCC
M-8 74924WAN7 CCC
Saxon Asset Securities Trust 2007-1
Series 2007-1
Class CUSIP Rating
----- ----- ------
M-4 80556BAJ4 CCC
M-5 80556BAK1 CCC
M-6 80556BAL9 CCC
B-1 80556BAM7 CCC
B-2 80556BAN5 CCC
Securitized Asset Backed Receivables LLC Trust 2007-NC2
Series 2007-NC2
Class CUSIP Rating
----- ----- ------
M-3 81378GAG3 CCC
M-4 81378GAH1 CCC
M-5 81378GAJ7 CCC
M-6 81378GAK4 CCC
B-1 81378GAL2 CCC
Structured Asset Investment Loan Trust 2006-BNC2
Series 2006-BNC2
Class CUSIP Rating
----- ----- ------
M1 86358GAG6 CCC
Structured Asset Securities Corporation Mortgage Loan Trust 2006-
OW1
Series 2006-OW1
Class CUSIP Rating
----- ----- ------
M1 863576ET7 CCC
* S&P Cuts 224 Ratings on 29 2006 U.S. Subprime RMBS Deals
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 224
classes from 29 residential mortgage-backed securities (RMBS)
transactions backed by U.S. subprime mortgage loan collateral
issued in 2006.
"At the same time, we removed 142 of the lowered ratings from
CreditWatch with negative implications. In addition, we affirmed
our ratings on 98 classes from 28 of these transactions, and
removed 61 of the affirmed ratings from CreditWatch negative," S&P
says.
"The downgraded classes represent an original par amount of
approximately $13.4 billion, or about 3% of the par amount of U.S.
RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's in 2006. We have taken previous rating actions
on approximately $5.9 billion of the total amount of affected
securities. In addition, the classes with ratings that we affirmed
represent an original par amount of approximately $10.7 billion
subprime RMBS certificates issued in 2006.
"The downgrades reflect our opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given our current projected losses."
As announced in "S&P Revises Deal-Specific Projected Losses For
U.S. Subprime RMBS Issued In 2006, 2007," published Aug. 19, 2008,
our default curve for U.S. subprime RMBS is a key component of our
loss projection analysis of U.S. RMBS transactions, which is
discussed in "Standard & Poor's Revised Default And Loss Curves
For U.S. Subprime RMBS," published Oct. 19, 2007.
With the recent continued deterioration in U.S. RMBS performance,
however, S&P is adjusting our loss curve forecasting methodology
to more explicitly incorporate each transaction's current
delinquency (including 60- and 90-day delinquencies), default, and
loss trends. Some transactions are experiencing foreclosures and
delinquencies at rates greater than our initial projections. S&P
believes that adjusting our projected losses, which S&P derived
from its default curve analysis, is appropriate in cases where the
amount of current delinquencies indicates a different timing or
level of loss. In addition, S&P recently revised its loss severity
assumption for transactions issued in 2006 and the first half of
2007 as described in "Standard & Poor's Revises U.S. Subprime,
Prime, And Alternative-A RMBS Loss Assumptions," published July
30, 2008.
"We based the revised assumption on our belief that continued
foreclosures, distressed sales, increased carrying costs, and a
further decline in home sales will continue to depress prices and
push loss severities higher than we previously assumed," S&P
relates.
"The lowered ratings reflect our assessment of credit support
under three constant prepayment rate (CPR) scenarios. The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards. The third scenario uses a prepayment rate that is equal
to two times the lower of the lifetime or 12-month CPR. We
incorporated a third CPR scenario into our cash flow analysis to
account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs. We assumed a constant default rate for
each pool. Because the analysis focused on each individual class
with varying maturities, prepayment scenarios may cause an
individual class or the transaction itself to prepay in full
before it incurs the entire loss projection. Slower prepayment
assumptions lengthen the average life of the mortgage pool, which
increases the likelihood that total projected losses will be
realized. The longer a class remains outstanding, however, the
more excess spread it generates.
"To assess the creditworthiness of each class, we reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration. For mortgage
pools that are continuing to show increasing delinquencies, we
increased our cash flow stresses to account for potential
increases in monthly losses. In order to maintain a rating higher
than 'B', a class had to absorb losses in excess of the base-case
assumption we assumed in our analysis. For example, a class may
have to withstand 115% of our base case loss assumption in order
to maintain a 'BB' rating, while a different class may have to
withstand 125% of our base-case loss assumption to maintain a
'BBB' rating. Each class that has an affirmed 'AAA' rating can
withstand approximately 150% of our base-case loss assumptions
under our analysis, subject to individual caps assumed on specific
transactions. We determined the caps by limiting the amount of
remaining defaults to 90% of the current pool balances.
"A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions. The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
"To date, including the classes listed below and actions on both
publicly and confidentially rated classes, we have resolved the
CreditWatch placements of the ratings on 812 classes from 105 U.S.
RMBS subprime transactions from the 2006 and 2007 vintages.
Currently, our ratings on 2,470 classes from 410 U.S. RMBS
subprime transactions from the 2005, 2006, and 2007 vintages are
on CreditWatch negative."
Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.
RATINGS LOWERED
ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-6 004421WW9 CC CCC
M-7 004421WX7 CC CCC
M-8 004421WY5 CC CCC
M-10 004421XA6 D CC
Argent Securities Trust 2006-W2
Series 2006-W2
Rating
Class CUSIP To From
----- ----- -- ----
M-6 040104SC6 CC CCC
M-7 040104SD4 CC CCC
M-8 040104SE2 CC CCC
CWABS Asset-Backed Certificates Trust 2006-ABC1
Series 2006-ABC1
Rating
Class CUSIP To From
----- ----- -- ----
M-7 23242NAK5 CC CCC
M-8 23242NAL3 D CCC
FFMLT Trust 2006-FF3
Series 2006-FF3
Rating
Class CUSIP To From
----- ----- -- ----
M-6 362334BB9 CC CCC
M-7 362334BC7 CC CCC
M-8 362334BD5 CC CCC
M-9 362334BH6 CC CCC
B-1 362334BJ2 CC CCC
Home Equity Asset Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
M-7 437084TP1 CC CCC
M-8 437084TR7 CC CCC
B-1 437084TT3 CC CCC
B-2 437084TV8 D CCC
Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A
Rating
Class CUSIP To From
----- ----- -- ----
M-6 456606KP6 CC CCC
M-7 456606KQ4 CC CCC
IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-6 45071KDL5 CC CCC
B-1 45071KDM3 CC CCC
JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-5 46626LGL8 CC CCC
M-6 46626LGM6 CC CCC
M-7 46626LGN4 CC CCC
M-8 46626LGP9 CC CCC
JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
M-4 46628TAJ0 CC CCC
M-5 46628TAK7 CC CCC
M-6 46628TAL5 CC CCC
M-7 46628TAM3 D CC
Long Beach Mortgage Loan Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
M-4 542514TY0 CC CCC
M-5 542514TZ7 CC CCC
M-7 542514UB8 D CC
Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2
Rating
Class CUSIP To From
----- ----- -- ----
M-4 542514SH8 CC CCC
M-5 542514SJ4 CC CCC
M-6 542514SK1 CC CCC
M-7 542514SL9 D CCC
MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-6 57643LRA6 CC CCC
M-7 57643LRB4 CC CCC
M-9 57643LRD0 D CC
MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
M-4 57644UAK1 CC CCC
M-9 57644UAQ8 D CC
MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
M-8 57643LNP7 CC CCC
MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
M-2 57644TAG3 CC CCC
M-3 57644TAH1 CC CCC
M-4 57644TAJ7 CC CCC
M-5 57644TAK4 CC CCC
Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3
Rating
Class CUSIP To From
----- ----- -- ----
M-4 590217AK1 CC CCC
M-5 590217AL9 CC CCC
M-6 590217AM7 CC CCC
Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1
Rating
Class CUSIP To From
----- ----- -- ----
B-1A 59020U4F9 CC CCC
B-1B 59020U4G7 CC CCC
B-2A 59020U4H5 CC CCC
B-2B 59020U4J1 CC CCC
B-3 59020U4K8 CC CCC
Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
M-4 61749KAK9 CC CCC
M-5 61749KAL7 CC CCC
M-6 61749KAM5 CC CCC
B-2 61749KAP8 D CC
Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-6 617451DX4 CC CCC
B-1 617451DY2 CC CCC
B-2 617451DZ9 CC CCC
B-3 617451EA3 CC CCC
People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
M4 71103XAH7 CC CCC
M5 71103XAJ3 CC CCC
M6 71103XAK0 CC CCC
M7 71103XAL8 CC CCC
M8 71103XAM6 CC CCC
M9 71103XAN4 CC CCC
RASC Series 2006-EMX2 Trust
Series 2006-EMX2
Rating
Class CUSIP To From
----- ----- -- ----
M-9 75406AAM1 CC CCC
RASC Series 2006-EMX6 Trust
Series 2006-EMX6
Rating
Class CUSIP To From
----- ----- -- ----
M-6 754065AK6 CC CCC
M-7 754065AL4 CC CCC
M-8 754065AM2 CC CCC
M-9 754065AN0 CC CCC
Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1
Rating
Class CUSIP To From
----- ----- -- ----
B-2 81375WJY3 CC CCC
B-3 81375WJZ0 CC CCC
Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1
Rating
Class CUSIP To From
----- ----- -- ----
M-2 81375WKF2 CC CCC
M-3 81375WKG0 CC CCC
B-2 81375WKJ4 D CC
Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1
Rating
Class CUSIP To From
----- ----- -- ----
M3 86358ED45 CC CCC
M4 86358ED52 CC CCC
Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
M5 86360PAM9 CC CCC
RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-1B2 004421WL3 AA AAA/Watch Neg
A-2D 004421WQ2 AA AAA/Watch Neg
M-1 004421WR0 BB AA+/Watch Neg
M-2 004421WS8 B A/Watch Neg
M-3 004421WT6 CCC B/Watch Neg
Argent Securities Trust 2006-W2
Series 2006-W2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 040104SG7 AA AAA/Watch Neg
A-2B 040104RV5 AA AAA/Watch Neg
A-2C 040104RW3 A AAA/Watch Neg
M-1 040104RX1 BB AA+/Watch Neg
M-2 040104RY9 B AA/Watch Neg
M-3 040104RZ6 CCC BB/Watch Neg
CWABS Asset-Backed Certificates Trust 2006-ABC1
Series 2006-ABC1
Rating
Class CUSIP To From
----- ----- -- ----
A-2 23242NAB5 BB AAA/Watch Neg
A-3 23242NAC3 B AAA/Watch Neg
M-1 23242NAD1 CCC AA+/Watch Neg
M-2 23242NAE9 CCC AA+/Watch Neg
M-3 23242NAF6 CC A/Watch Neg
M-4 23242NAG4 CC BBB/Watch Neg
M-5 23242NAH2 CC BB/Watch Neg
M-6 23242NAJ8 CC B/Watch Neg
FFMLT Trust 2006-FF3
Series 2006-FF3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 362334AS3 AA- AAA/Watch Neg
A-2B 362334AU8 AA AAA/Watch Neg
A-2C 362334AV6 A AAA/Watch Neg
M-1 362334AW4 BB AA+/Watch Neg
M-2 362334AX2 B AA+/Watch Neg
M-3 362334AY0 CCC A/Watch Neg
M-4 362334AZ7 CCC BB/Watch Neg
M-5 362334BA1 CCC B/Watch Neg
Home Equity Asset Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
M-1 437084TB2 A AA+/Watch Neg
M-2 437084TD8 BB AA+/Watch Neg
M-3 437084TF3 B A/Watch Neg
M-4 437084TH9 CCC BBB/Watch Neg
M-5 437084TK2 CCC BB-/Watch Neg
M-6 437084TM8 CCC B/Watch Neg
Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A
Rating
Class CUSIP To From
----- ----- -- ----
A-4 456606KU5 AA AAA/Watch Neg
M-1 456606KJ0 BBB AA+/Watch Neg
M-2 456606KK7 B BB/Watch Neg
M-3 456606KL5 B- B/Watch Neg
Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B
Rating
Class CUSIP To From
----- ----- -- ----
1A-1 456606KV3 AA AAA/Watch Neg
1A-2 456606KW1 AA AAA/Watch Neg
2A-3 456606KZ4 AA AAA/Watch Neg
2A-4 456606LA8 A AAA/Watch Neg
M-1 456606LB6 BBB A/Watch Neg
HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
I-A 40430HEQ7 AA AAA/Watch Neg
II-A 40430HER5 AA AAA/Watch Neg
M-1 40430HES3 BBB A/Watch Neg
IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 45071KDF8 BBB AA+/Watch Neg
M-2 45071KDG6 B AA/Watch Neg
M-3 45071KDH4 B- BB/Watch Neg
M-4 45071KDJ0 CCC B/Watch Neg
JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-4 46626LGF1 AA AAA/Watch Neg
M-1 46626LGG9 BBB AA+/Watch Neg
M-2 46626LGH7 B AA/Watch Neg
M-3 46626LGJ3 CCC A/Watch Neg
M-4 46626LGK0 CCC B/Watch Neg
JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-4 46628TAD3 A AAA/Watch Neg
A-5 46628TAE1 B AA/Watch Neg
M-1 46628TAF8 CCC BB/Watch Neg
Long Beach Mortgage Loan Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
I-A 542514TQ7 BBB AAA/Watch Neg
II-A3 542514TT1 BBB AAA/Watch Neg
II-A4 542514TU8 BB AAA/Watch Neg
M-1 542514TV6 B BBB/Watch Neg
M-2 542514TW4 CCC B/Watch Neg
Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2
Rating
Class CUSIP To From
----- ----- -- ----
I-A1 542514RZ9 AA AAA/Watch Neg
II-A4 542514SD7 AA AAA/Watch Neg
M-1 542514SE5 BB AA+/Watch Neg
M-2 542514SF2 B BBB/Watch Neg
M-3 542514SG0 CCC B/Watch Neg
MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1
Rating
Class CUSIP To From
----- ----- -- ----
A-4 57643LPP5 AA AAA/Watch Neg
M-1 57643LPQ3 A AA+/Watch Neg
M-2 57643LPR1 BBB AA/Watch Neg
M-3 57643LPS9 B BBB/Watch Neg
MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 57643LQV1 A AA+/Watch Neg
M-2 57643LQW9 BBB AA+/Watch Neg
M-3 57643LQX7 B AA+/Watch Neg
M-4 57643LQY5 CCC BBB/Watch Neg
M-5 57643LQZ2 CCC B/Watch Neg
MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-3 57644UAE5 A AAA/Watch Neg
A-4 57644UAF2 BB BBB/Watch Neg
MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 57643LNG7 A AA+/Watch Neg
M-2 57643LNH5 BBB AA/Watch Neg
M-3 57643LNJ1 BB AA/Watch Neg
M-4 57643LNK8 B AA-/Watch Neg
MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 57644TAA6 B BB/Watch Neg
A-4 57644TAD0 BB A/Watch Neg
A-5 57644TAE8 B BB/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3
Rating
Class CUSIP To From
----- ----- -- ----
A-1A 590217AA3 B AA/Watch Neg
A-1B 590217AB1 B AA/Watch Neg
A-2B 590217AD7 AA AAA/Watch Neg
A-2C 590217AE5 BB AAA/Watch Neg
A-2D 590217AF2 B AA/Watch Neg
M-1 590217AG0 CCC BBB/Watch Neg
M-2 590217AH8 CCC BB/Watch Neg
M-3 590217AJ4 CCC B/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 59020U3Z6 A AA+/Watch Neg
M-2 59020U4A0 BB AA/Watch Neg
M-3 59020U4B8 B AA/Watch Neg
M-4 59020U4C6 B- AA-/Watch Neg
M-5 59020U4D4 CCC BB/Watch Neg
M-6 59020U4E2 CCC B/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61749KAA1 B BB/Watch Neg
A-2c 61749KAE3 BBB AA/Watch Neg
A-2d 61749KAF0 B BB/Watch Neg
M-1 61749KAG8 CCC B/Watch Neg
Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 617451DS5 A AA+/Watch Neg
M-2 617451DT3 BB AA/Watch Neg
M-3 617451DU0 B BBB/Watch Neg
M-4 617451DV8 CCC B/Watch Neg
People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
1A2 71103XAB0 BBB AAA/Watch Neg
1A3 71103XAC8 B BBB/Watch Neg
1A4 71103XAD6 B BB/Watch Neg
2A1 71103XAR5 B BB/Watch Neg
2A2 71103XAS3 B BB/Watch Neg
M1 71103XAE4 CCC B/Watch Neg
RASC Series 2006-EMX2 Trust
Series 2006-EMX2
Rating
Class CUSIP To From
----- ----- -- ----
M-1 75406AAD1 A AA+/Watch Neg
M-2 75406AAE9 BBB AA+/Watch Neg
M-3 75406AAF6 BB AA/Watch Neg
M-4 75406AAG4 B AA-/Watch Neg
M-5 75406AAH2 B- AA-/Watch Neg
M-6 75406AAJ8 CCC A+/Watch Neg
M-7 75406AAK5 CCC BB/Watch Neg
M-8 75406AAL3 CC B/Watch Neg
RASC Series 2006-EMX6 Trust
Series 2006-EMX6
Rating
Class CUSIP To From
----- ----- -- ----
A-2 754065AB6 AA AAA/Watch Neg
A-3 754065AC4 A AAA/Watch Neg
A-4 754065AD2 BB AAA/Watch Neg
M-1 754065AE0 B A+/Watch Neg
M-2 754065AF7 CCC BB/Watch Neg
M-3 754065AG5 CCC B/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 81375WJU1 A AA/Watch Neg
M-2 81375WJV9 CCC B/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1
Rating
Class CUSIP To From
----- ----- -- ----
A-2C 81375WKD7 AA AAA/Watch Neg
M-1 81375WKE5 B BBB/Watch Neg
Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1
Rating
Class CUSIP To From
----- ----- -- ----
A1 86358EC53 BB AAA/Watch Neg
A4 86358EC87 BBB AAA/Watch Neg
A5 86358EC95 BB AAA/Watch Neg
M1 86358ED29 CCC BB/Watch Neg
M2 86358ED37 CC B/Watch Neg
Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
A1 86360PAA5 A- AA/Watch Neg
A4 86360PAD9 A AAA/Watch Neg
A5 86360PAE7 BBB AA/Watch Neg
A7 86360PAG2 A- AA/Watch Neg
M1 86360PAH0 B BB/Watch Neg
M2 86360PAJ6 CCC B/Watch Neg
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE
ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-1A 004421WJ8 AAA AAA/Watch Neg
A-1B1 004421WK5 AAA AAA/Watch Neg
A-2B 004421WN9 AAA AAA/Watch Neg
A-2C 004421WP4 AAA AAA/Watch Neg
CWABS Asset-Backed Certificates Trust 2006-ABC1
Series 2006-ABC1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 23242NAA7 AAA AAA/Watch Neg
Home Equity Asset Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
1-A-1 437084SM9 AAA AAA/Watch Neg
2-A-2 437084SR8 AAA AAA/Watch Neg
2-A-3 437084ST4 AAA AAA/Watch Neg
2-A-4 437084SV9 AAA AAA/Watch Neg
P 437084UD6 AAA AAA/Watch Neg
Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A
Rating
Class CUSIP To From
----- ----- -- ----
A-2 456606KG6 AAA AAA/Watch Neg
A-3 456606KH4 AAA AAA/Watch Neg
Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B
Rating
Class CUSIP To From
----- ----- -- ----
2A-2 456606KY7 AAA AAA/Watch Neg
M-2 456606LC4 B B/Watch Neg
HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
M-2 40430HET1 B B/Watch Neg
IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-3 45071KDD3 AAA AAA/Watch Neg
JPMorgan Mortgage Acquisition Corp. 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 46626LGT1 AAA AAA/Watch Neg
A-3 46626LGE4 AAA AAA/Watch Neg
JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 46628TAA9 AAA AAA/Watch Neg
A-2 46628TAB7 AAA AAA/Watch Neg
A-3 46628TAC5 AAA AAA/Watch Neg
Long Beach Mortgage Loan Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
II-A2 542514TS3 AAA AAA/Watch Neg
Long Beach Mortgage Loan Trust 2006-WL2
Series 2006-WL2
Rating
Class CUSIP To From
----- ----- -- ----
II-A2 542514SB1 AAA AAA/Watch Neg
II-A3 542514SC9 AAA AAA/Watch Neg
MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1
Rating
Class CUSIP To From
----- ----- -- ----
A-2 57643LPM2 AAA AAA/Watch Neg
A-3 57643LPN0 AAA AAA/Watch Neg
MASTR Asset Backed Securities Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-2 57643LQS8 AAA AAA/Watch Neg
A-3 57643LQT6 AAA AAA/Watch Neg
A-4 57643LQU3 AAA AAA/Watch Neg
MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 57644UAC9 AAA AAA/Watch Neg
A-2 57644UAD7 AAA AAA/Watch Neg
M-1 57644UAG0 B B/Watch Neg
MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
A-2 57643LND4 AAA AAA/Watch Neg
A-3 57643LNE2 AAA AAA/Watch Neg
A-4 57643LNF9 AAA AAA/Watch Neg
MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-3 57644TAC2 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-RM3
Series 2006-RM3
Rating
Class CUSIP To From
----- ----- -- ----
A-2A 590217AC9 AAA AAA/Watch Neg
Merrill Lynch Mortgage Investors Trust, Series 2006-WMC1
Series 2006-WMC1
Rating
Class CUSIP To From
----- ----- -- ----
A-1A 59020U4L6 AAA AAA/Watch Neg
A-1B 59020U4M4 AAA AAA/Watch Neg
A-2B 59020U3W3 AAA AAA/Watch Neg
A-2C 59020U3X1 AAA AAA/Watch Neg
A-2D 59020U3Y9 AAA AAA/Watch Neg
Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2
Rating
Class CUSIP To From
----- ----- -- ----
A-2fpt 61749KAB9 AAA AAA/Watch Neg
A-2a 61749KAC7 AAA AAA/Watch Neg
A-2b 61749KAD5 AAA AAA/Watch Neg
Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1
Rating
Class CUSIP To From
----- ----- -- ----
A-3 617451DQ9 AAA AAA/Watch Neg
A-4 617451DR7 AAA AAA/Watch Neg
People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
1A1 71103XAA2 AAA AAA/Watch Neg
RASC Series 2006-EMX2 Trust
Series 2006-EMX2
Rating
Class CUSIP To From
----- ----- -- ----
A-2 75406AAB5 AAA AAA/Watch Neg
A-3 75406AAC3 AAA AAA/Watch Neg
RASC Series 2006-EMX6 Trust
Series 2006-EMX6
Rating
Class CUSIP To From
----- ----- -- ----
A-1 754065AA8 AAA AAA/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 81375WJQ0 AAA AAA/Watch Neg
A-2B 81375WJS6 AAA AAA/Watch Neg
A-2C 81375WJT4 AAA AAA/Watch Neg
Securitized Asset Backed Receivables LLC Trust 2006-WM1
Series 2006-WM1
Rating
Class CUSIP To From
----- ----- -- ----
A-1A 81375WKL9 AAA AAA/Watch Neg
A-1B 81375WKA3 AAA AAA/Watch Neg
A-2B 81375WKC9 AAA AAA/Watch Neg
Structured Asset Investment Loan Trust 2006-BNC1
Series 2006-BNC1
Rating
Class CUSIP To From
----- ----- -- ----
A3 86358EC79 AAA AAA/Watch Neg
Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1
Rating
Class CUSIP To From
----- ----- -- ----
A2 86360PAB3 AAA AAA/Watch Neg
A3 86360PAC1 AAA AAA/Watch Neg
A6 86360PAF4 AAA AAA/Watch Neg
RATINGS AFFIRMED
ACE Securities Corp. Home Equity Loan Trust, Series 2006-HE1
Series 2006-HE1
Class CUSIP Rating
----- ----- ------
M-4 004421WU3 CCC
M-5 004421WV1 CCC
Argent Securities Trust 2006-W2
Series 2006-W2
Class CUSIP Rating
----- ----- ------
M-4 040104SA0 CCC
M-5 040104SB8 CCC
Home Equity Mortgage Loan Asset Backed Trust Series INABS 2006-A
Series 2006-A
Class CUSIP Rating
----- ----- ------
M-4 456606KM3 CCC
M-5 456606KN1 CCC
Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B
Series 2006-B
Class CUSIP Rating
----- ----- ------
M-3 456606LD2 CCC
M-4 456606LE0 CCC
M-5 456606LF7 CCC
M-6 456606LG5 CCC
HSI Asset Securitization Corporation Trust 2006-NC1
Series 2006-NC1
Class CUSIP Rating
----- ----- ------
M-3 40430HEU8 CCC
M-4 40430HEV6 CCC
M-5 40430HEW4 CCC
M-6 40430HEX2 CCC
IXIS Real Estate Capital Trust 2006-HE1
Series 2006-HE1
Class CUSIP Rating
----- ----- ------
M-5 45071KDK7 CCC
JPMorgan Mortgage Acquisition Trust 2006-WMC2
Series 2006-WMC2
Class CUSIP Rating
----- ----- ------
M-2 46628TAG6 CCC
M-3 46628TAH4 CCC
Long Beach Mortgage Loan Trust 2006-2
Series 2006-2
Class CUSIP Rating
----- ----- ------
M-3 542514TX2 CCC
MASTR Asset Backed Securities Trust 2006-FRE1
Series 2006-FRE1
Class CUSIP Rating
----- ----- ------
M-4 57643LPT7 CCC
M-5 57643LPU4 CCC
MASTR Asset Backed Securities Trust 2006-HE2
Series 2006-HE2
Class CUSIP Rating
----- ----- ------
M-2 57644UAH8 CCC
M-3 57644UAJ4 CCC
MASTR Asset Backed Securities Trust 2006-NC1
Series 2006-NC1
Class CUSIP Rating
----- ----- ------
M-5 57643LNL6 CCC
M-6 57643LNM4 CCC
M-7 57643LNN2 CCC
MASTR Asset Backed Securities Trust 2006-WMC2
Series 2006-WMC2
Class CUSIP Rating
----- ----- ------
M-1 57644TAF5 CCC
Morgan Stanley ABS Capital I Inc. Trust 2006-WMC2
Series 2006-WMC2
Class CUSIP Rating
----- ----- ------
M-2 61749KAH6 CCC
M-3 61749KAJ2 CCC
Morgan Stanley Capital I Inc. Trust 2006-HE1
Series 2006-HE1
Class CUSIP Rating
----- ----- ------
M-5 617451DW6 CCC
People's Financial Realty Mortgage Securities Trust, Series 2006-1
Series 2006-1
Class CUSIP Rating
----- ----- ------
M2 71103XAF1 CCC
M3 71103XAG9 CCC
RASC Series 2006-EMX6 Trust
Series 2006-EMX6
Class CUSIP Rating
----- ----- ------
M-4 754065AH3 CCC
M-5 754065AJ9 CCC
Securitized Asset Backed Receivables LLC Trust 2006-FR1
Series 2006-FR1
Class CUSIP Rating
----- ----- ------
M-3 81375WJW7 CCC
B-1 81375WJX5 CCC
Structured Asset Securities Corporation Mortgage Loan Trust-2006-
NC1
Series 2006-NC1
Class CUSIP Rating
----- ----- ------
M3 86360PAK3 CCC
M4 86360PAL1 CCC
* S&P Cuts 333 Ratings on '05, '06 Closed-End 2nd-Lien RMBS Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services last week lowered its ratings
on 323 classes from 87 U.S. closed-end second-lien residential
mortgage-backed securities (RMBS) transactions issued in 2005 and
2006.
"At the same time, we affirmed our ratings on 201 classes from 58
transactions. In addition, we took several insurer-related rating
actions: we lowered eight ratings on two transactions and placed
them on CreditWatch negative, in line with the ratings on their
respective bond insurers, and we lowered another two ratings on
one transaction and removed them from CreditWatch negative. The
ratings on 35 classes from 10 transactions remain on CreditWatch
negative, in line with the ratings on their respective bond
insurers," S&P says.
"We lowered our ratings on 28 classes previously rated 'AAA'. We
downgraded 15 of those classes (including two residual classes and
one interest-only class) to other investment-grade ratings and
downgraded the other 14 classes (including eight residual and two
interest-only classes) to speculative-grade ratings. We also
lowered our ratings on 41 investment-grade classes formerly rated
in the 'AA+' through 'BBB+' rating categories to the 'AA' through
'BBB' rating categories. We lowered another 71 formerly
investment-grade ratings in the 'AA+' through 'BBB-' rating
categories to speculative-grade rating categories. The remaining
183 classes were speculative-grade before the downgrades. Included
in the 323 lowered ratings were 76 that we lowered to 'CCC' and
109 that we lowered to 'CC'," according to S&P.
"These rating actions follow our analysis of available credit
enhancement (subordination, overcollateralization, and excess
spread) for each rated tranche compared with the lifetime
projected losses on the collateral. We based our analysis on a
bond's ability to withstand the projected losses over its
remaining lifetime, consistent with the methodology we used for
other RMBS sectors: namely, subprime, prime jumbo, and
Alternative-A," S&P explains.
"We used a three-year forward-looking methodology for an earlier
analysis of these closed-end second-lien vintages in December
2007; at that time, if a bond was able to withstand the projected
losses over the three-year horizon, we affirmed the rating.
"The non-insurer-related downgrades reflect deterioration in the
performance of the collateral pools, as monthly net charge-offs
are consistently outpacing monthly excess interest cash flow by a
significant margin. As a result, the overcollateralization for
these transactions and the principal balances for many of the
subordinate classes have been completely eroded. Therefore, we
previously lowered the ratings on the subordinate classes to 'D'
and then withdrew the ratings when the principal balances were
written down to zero.
"The downgraded classes included in today's release had an
aggregate original principal balance of approximately $20.32
billion. As of the July 2008 distribution, the aggregate principal
balance was $12.37 billion."
Approximately 58% of the classes, by original principal balance,
were rated 'BBB' or lower before these rating actions. The
resulting ratings associated with the downgraded classes, as a
percentage of the aggregate original class principal balances,
are:
Rating No. of Orig. cert. % of total
category classes bal. ($) actions by bal.
-------- ------- ------------ ---------------
AA 10 726,020,000 3.57
A 13 627,999,000 3.09
BBB 32 3,078,915,497 15.15
BB 32 2,111,145,100 10.39
B 51 3,949,200,567 19.44
CCC 76 4,115,358,200 20.25
CC 109 5,710,052,000 28.10
As of the July 2008 distribution, the transactions issued in 2005
had total delinquencies averaging roughly 18% of the current pool
balance and ranging from 9.19% (Terwin Mortgage Trust 2005-9HGS)
to 31.57% (SACO I Trust, series 2005-WM2). Cumulative losses, as a
percentage of the original pool balance, ranged from 7.30% (Home
Equity Mortgage Trust 2005-1) to 28.20% (SACO I Trust, series
2005-WM3), with an average of 15.45%. The pool factors ranged from
8.63% (Merrill Lynch Mortgage Investors Trust Series 2005-NCA) to
37.13% (SACO I Trust 2005-9).
Total delinquencies for the transactions issued in 2006 averaged
roughly 21.77% and ranged from 6.65% (CWHEQ Home Equity Loan Trust
Series 2006-S2) to 43.87% (Fremont Home Loan Trust 2006-B).
Cumulative losses, as a percentage of the original pool balance,
ranged from 0.46% (CWHEQ Home Equity Loan Trust Series 2006-S3) to
37.27% (Structured Asset Securities Corp. Mortgage Loan Trust
2006-ARS1), with an average of 21.96%. The pool factors ranged
from 25.77% (ACE Securities Corp. Home Equity Loan Trust Series
2006-SL1) to 71.03% (CWHEQ Home Equity Loan Trust Series 2006-S5).
The CWHEQ transactions are bond-insured.
Credit enhancement for these transactions is provided by
subordination, overcollateralization, and excess interest cash
flows. The collateral for these transactions consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans backed by
residential properties.
RATINGS LOWERED
ACE Securities Corp. Home Equity Loan Trust Series 2005-SL1
Series 2005-SL1
Rating
Class CUSIP To From
----- ----- -- ----
M-2 004421RW5 B BBB+
M-3 004421RX3 CCC BB
Ace Securities Corp. Home Equity Loan Trust, Series 2006-ASL1
Series 2006-ASL1
Rating
Class CUSIP To From
----- ----- -- ----
A 00442AAA1 BBB AAA
M-1 00442AAB9 BB AA+
M-2 00442AAC7 B AA
M-3 00442AAD5 CCC AA-
M-4 00442AAE3 CCC BBB+
M-5 00442AAF0 CC BB
M-6 00442AAG8 CC B
ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL1
Series 2006-SL1
Rating
Class CUSIP To From
----- ----- -- ----
A 004421VE0 BBB AA
M-1A 004421VF7 BB BBB+
M-1B 004421VG5 B BBB+
M-2 004421VH3 CC BB
M-3 004421VJ9 CC CCC
Ace Securities Corp. Home Equity Loan Trust, Series 2006-SL2
Series 2006-SL2
Rating
Class CUSIP To From
----- ----- -- ----
A 004421YB3 CC B
M-1 004421YC1 CC CCC
ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL3
Series 2006-SL3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 004423AA7 B BB+
A-2 004423AB5 B BB+
M-1 004423AC3 CCC B
ACE Securities Corp. Home Equity Loan Trust, Series 2006-SL4
Series 2006-SL4
Rating
Class CUSIP To From
----- ----- -- ----
A-1 00441WAA4 B BBB+
A-2 00441WAB2 B BBB+
A-3 00441WAC0 B BBB+
M-1 00441WAD8 CCC BB
M-2 00441WAE6 CC B
M-3 00441WAF3 CC B
Bear Stearns Mortgage Funding Trust 2006-SL1
Series 2006-SL1
Rating
Class CUSIP To From
----- ----- -- ----
A 07400WAA8 CC B
Bear Stearns Mortgage Funding Trust 2006-SL2
Series 2006-SL2
Rating
Class CUSIP To From
----- ----- -- ----
A 07400YAA4 CC B
Bear Stearns Mortgage Funding Trust 2006-SL3
Series 2006-SL3
Rating
Class CUSIP To From
----- ----- -- ----
A 07400VAA0 CC B
Bear Stearns Mortgage Funding Trust 2006-SL4
Series 2006-SL4
Rating
Class CUSIP To From
----- ----- -- ----
A 07401GAA2 CC B
Bear Stearns Mortgage Funding Trust 2006-SL5
Series 2006-SL5
Rating
Class CUSIP To From
----- ----- -- ----
I-A 07401HAA0 CC B
II-A 07401HAB8 CC B
Bear Stearns Mortgage Funding Trust 2006-SL6
Series 2006-SL6
Rating
Class CUSIP To From
----- ----- -- ----
I-A 07400LAA2 CC B
II-A 07400LAT1 CC B
M-1 07400LAB0 CC CCC
C-BASS 2006-SL1
Series 2006-SL1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 14983AAA7 B BB
A-2 14983AAB5 B BB
A-3 14983AAC3 B BB
M-1 14983AAD1 CCC B
M-2 14983AAE9 CCC B
M-3 14983AAF6 CC B
M-4 14983AAG4 CC CCC
M-5 14983AAH2 CC CCC
CWABS Asset Backed Certificates Trust 2006-SPS1
Series 2006-SPS1
Rating
Class CUSIP To From
----- ----- -- ----
A 12666MAA9 CCC B
M-1 12666MAB7 CC CCC
CWABS Asset-Backed Certificates Trust 2006-SPS2
Series 2006-SPS2
Rating
Class CUSIP To From
----- ----- -- ----
A 12667BAA2 CCC B
M-1 12667BAB0 CCC B
M-2 12667BAC8 CC CCC
M-3 12667BAD6 CC CCC
CWHEQ Home Equity Loan Trust, Series 2006-S2
Series 2006-S2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 126685DV5 BBB A-
A-2 126685DW3 BBB A-
A-3 126685DX1 BBB A-
A-4 126685DY9 BBB A-
A-5 126685DZ6 BBB A-
CWHEQ Home Equity Loan Trust, Series 2006-S3
Series 2006-S3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 23242MAA9 BBB A-
A-2 23242MAB7 BBB A-
A-3 23242MAC5 BBB A-
A-4 23242MAD3 BBB A-
A-5 23242MAE1 BBB A-
FFMLT Trust 2005-FFA
Series 2005-FFA
Rating
Class CUSIP To From
----- ----- -- ----
M-4 362341HG7 BBB BBB+
B-1 362341HH5 CCC BB
B-2 362341HJ1 CC CCC
Fieldstone Mortgage Investment Trust Series 2006-S1
Series 2006-S1
Rating
Class CUSIP To From
----- ----- -- ----
A 31659XAA4 CCC B
M2 31659XAC0 CC CCC
M3 31659XAD8 CC CCC
M4 31659XAE6 CC CCC
M5 31659XAF3 CC CCC
M6 31659XAG1 CC CCC
B1 31659XAH9 CC CCC
B2 31659XAJ5 CC CCC
B3 31659XAK2 CC CCC
First Franklin Mortgage Loan Trust 2006-FFA
Series 2006-FFA
Rating
Class CUSIP To From
----- ----- -- ----
A1 318340AA4 CCC BB
A2 318340AB2 CCC BB
A3 318340AC0 CCC BB
A4 318340AD8 CCC BB
M1 318340AE6 CC B
M2 318340AG1 CC B
M3 318340AH9 CC CCC
M4 318340AJ5 CC CCC
First Franklin Mortgage Loan Trust 2006-FFB
Series 2006-FFB
Rating
Class CUSIP To From
----- ----- -- ----
A1 32028JAA7 CCC AAA
A2 32028JAB5 CCC B
A3 32028JAC3 CCC B
A4 32028JAD1 CCC B
M1 32028JAF6 CC CCC
Fremont Home Loan Trust 2006-B
Series 2006-B
Rating
Class CUSIP To From
----- ----- -- ----
SL-A 35729QAS7 CC CCC
GSAA Home Equity Trust 2006-S1
Series 2006-S1
Rating
Class CUSIP To From
----- ----- -- ----
I-A-1 40051CAA5 BB BBB-
I-M-1 40051CAC1 CCC B
I-M-2 40051CAD9 CCC B
II-M-4 40051CAU1 BBB BBB+
II-M-5 40051CAV9 BB BBB
GSAMP Trust 2006-S2
Series 2006-S2
Rating
Class CUSIP To From
----- ----- -- ----
A-1B 362334JE5 CCC BBB-
A-2 362334HL1 CCC BBB-
A-3 362334JF2 CCC BBB-
GSAMP Trust 2006-S4
Series 2006-S4
Rating
Class CUSIP To From
----- ----- -- ----
A-1 36244MAA9 B A-
A-2 36244MAB7 B A-
A-3 36244MAC5 B A-
M-1 36244MAD3 CCC BB
M-2 36244MAE1 CC B
GSAMP Trust 2006-S6
Series 2006-S6
Rating
Class CUSIP To From
----- ----- -- ----
A-1B 36245CAB8 CCC B
A-1C 36245CAC6 CCC B
A-2 36245CAD4 CCC B
A-3 36245CAE2 CCC B
Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2006-A
Series 2006-A
Rating
Class CUSIP To From
----- ----- -- ----
A 43709UAA5 B BBB-
M-1 43709UAB3 CCC B
M-2 43709UAC1 CC CCC
M-3 43709UAD9 CC CCC
M-4 43709UAE7 CC CCC
Home Equity Mortgage Trust 2005-1
Series 2005-1
Rating
Class CUSIP To From
----- ----- -- ----
P 225458DD7 CCC AAA
M-9 225458DA3 B BB
Home Equity Mortgage Trust 2005-4
Series 2005-4
Rating
Class CUSIP To From
----- ----- -- ----
M-2 2254584E5 A AA
M-3 2254584F2 BB AA-
M-4 2254584G0 B BBB+
M-5 2254584H8 CCC BB
M-6 2254584J4 CC CCC
Home Equity Mortgage Trust 2005-5
Series 2005-5
Rating
Class CUSIP To From
----- ----- -- ----
M-1 225470RB1 BBB AA
M-2 225470RC9 B A-
M-3 225470RD7 CCC BB+
M-4 225470RE5 CC B
Home Equity Mortgage Trust 2005HF-1
Series 2005-HF1
Rating
Class CUSIP To From
----- ----- -- ----
M-4 2254W0LL7 BBB A+
M-5 2254W0LM5 BB A
M-6 2254W0LN3 BB- A-
M-7 2254W0LP8 B BB+
M-8 2254W0LQ6 CCC B
Home Equity Mortgage Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
A-1A2 225470XG3 AA AAA
A-1B 225470XH1 AA AAA
A-1F 225470XJ7 AA AAA
A-2 225470XK4 AA AAA
A-3 225470XL2 AA AAA
M-1 225470XP3 BBB AA+
M-2 225470XQ1 B AA-
M-3 225470XR9 CCC BBB+
M-4 225470XS7 CC BB
Home Equity Mortgage Trust 2006-2
Series 2006-2
Rating
Class CUSIP To From
----- ----- -- ----
1A-1 225470W25 BB A-
1A-2 225470W33 BB A-
1A-3 225470W41 BB A-
1P 225470Y56 BB AAA
1M-1 225470X24 B BB+
1M-2 225470X32 CC B
2P 225470Y98 CCC AAA
Home Equity Mortgage Trust 2006-3
Series 2006-3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 436944AA0 CC BB
A-2 436944AB8 CC BB
A-3 436944AC6 CC BB
M-1 436944AE2 CC B
Home Equity Mortgage Trust 2006-4
Series 2006-4
Rating
Class CUSIP To From
----- ----- -- ----
A-1 43709JAA0 CC AAA
A-2 43709JAB8 CC AAA
A-3 43709JAC6 CC B
M-1 43709JAE2 CC B
Home Equity Mortgage Trust 2006-5
Series 2006-5
Rating
Class CUSIP To From
----- ----- -- ----
A-1 43709PAB4 CC B
A-2 43709PAC2 CC B
A-3 43709PAD0 CC B
A-IO 43709PAA6 CC AAA
M-1 43709PAF5 CC CCC
Home Equity Mortgage Trust 2006-6
Series 2006-6
Rating
Class CUSIP To From
----- ----- -- ----
1A-1 43709YAA7 CC B
2A-1 43709YAB5 CC B
2A-2 43709YAC3 CC B
2A-3 43709YAD1 CC B
M-1 43709YAF6 CC CCC
MASTR Second Lien Trust 2005-1
Series 2005-1
Rating
Class CUSIP To From
----- ----- -- ----
M-2 57644DAC7 B BBB+
M-3 57644DAD5 CC BB
MASTR Second Lien Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
A 57644DAR4 B BBB-
M-1 57644DAS2 CC CCC
Merrill Lynch Mortgage Investors Trust
Series 2006-SL1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 59020U2P9 BB A
M-2 59020U2Q7 CCC BB
Merrill Lynch Mortgage Investors Trust, Series 2005-NCA
Series 2005-NCA
Rating
Class CUSIP To From
----- ----- -- ----
B-2 59020UZW8 CCC B+
Merrill Lynch Mortgage Investors Trust, Series 2005-NCB
Series 2005-NCB
Rating
Class CUSIP To From
----- ----- -- ----
M-1 59020UT88 A AA
M-2 59020UT96 B BBB-
B-1 59020UU37 CC CCC
Merrill Lynch Mortgage Investors Trust, Series 2005-SL3
Series 2005-SL3
Rating
Class CUSIP To From
----- ----- -- ----
M-1 59020UK46 A AA
M-2 59020UK53 B BBB-
Merrill Lynch Mortgage Investors Trust, Series 2006-SL2
Series 2006-SL2
Rating
Class CUSIP To From
----- ----- -- ----
A 59021BAA4 B BBB+
G 59021BAN6 B BBB+
M-1 59021BAB2 CCC BB
M-2 59021BAC0 CC B
M-3 59021BAD8 CC B
M-4 59021BAE6 CC CCC
Morgan Stanley Mortgage Loan Trust 2005-8SL
Series 2005-8SL
Rating
Class CUSIP To From
----- ----- -- ----
M-1 61748HQK0 A AA+
M-2 61748HQL8 BB AA
M-3 61748HQM6 B A-
M-4 61748HQN4 CCC BB+
M-5 61748HQP9 CCC B
Morgan Stanley Mortgage Loan Trust 2006-10SL
Series 2006-10SL
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61749TAA2 BB A-
M-1 61749TAB0 B BB
M-3 61749TAD6 CC CCC
B-1 61749TAE4 CC CCC
B-2 61749TAF1 CC CCC
Morgan Stanley Mortgage Loan Trust 2006-14SL
Series 2006-14SL
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61749SAC0 B BBB-
M-1 61749SAD8 CCC B
M-2 61749SAE6 CCC B
M-3 61749SAF3 CC CCC
M-4 61749SAG1 CC CCC
B-1 61749SAH9 CC CCC
Morgan Stanley Mortgage Loan Trust 2006-4SL
Series 2006-4SL
Rating
Class CUSIP To From
----- ----- -- ----
A-1 61748HYC9 BBB AA-
M-1 61748HYD7 B BBB
M-2 61748HYE5 CC B
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2005-
S4
Series 2005-S4
Rating
Class CUSIP To From
----- ----- -- ----
M-1 65535VQR2 A+ AA+
M-2 65535VQS0 BBB AA-
M-3 65535VQT8 BB BBB+
M-4 65535VQU5 B BB
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2006-
S1
Series 2006-S1
Rating
Class CUSIP To From
----- ----- -- ----
A-1 65535VTN8 BBB AAA
A-2 65535VTP3 BBB AAA
A-3 65535VTQ1 BBB AAA
M-1 65535VTS7 BB AA-
M-2 65535VTT5 B BBB+
M-3 65535VTU2 CCC BB
M-4 65535VTV0 CC B
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2006-
S2
Series 2006-S2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 65535YAA0 B BBB
A-2 65535YAB8 B BBB
A-3 65535YAC6 B BBB
A-IO 65535YAD4 B BBB
M-1 65535YAE2 CCC BB
M-2 65535YAF9 CC CCC
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2006-
S3
Series 2006-S3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 65536WAA3 CCC BB
A-IO 65536WAD7 CCC BB
M-1 65536WAE5 CC B
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2006-
S4
Series 2006-S4
Rating
Class CUSIP To From
----- ----- -- ----
A-1 65537DAA4 B BB
A-IO 65537DAB2 B BB
M-1 65537DAC0 CCC B
M-2 65537DAD8 CC CCC
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2006-
S5
Series 2006-S5
Rating
Class CUSIP To From
----- ----- -- ----
A 65538AAB7 CC CCC
Ownit Mortgage Trust 2006-OT1
Series 2006-OT1
Rating
Class CUSIP To From
----- ----- -- ----
M-1 88156AAB0 CC CCC
SACO I Trust 2005-5
Series 2005-5
Rating
Class CUSIP To From
----- ----- -- ----
I-M-2 785778GA3 A AA-
I-M-3 785778GB1 BBB BBB+
SACO I Trust 2005-8
Series 2005-8
Rating
Class CUSIP To From
----- ----- -- ----
M-1 785778LD1 A AA
M-2 785778LE9 BBB AA-
M-3 785778LF6 BB A+
M-4 785778LG4 B BBB
M-5 785778LH2 CCC BB
SACO I Trust 2005-9
Series 2005-9
Rating
Class CUSIP To From
----- ----- -- ----
M-2 785778MP3 A AA
M-3 785778MQ1 BBB A-
M-4 785778MR9 BB BB+
SACO I Trust 2006-10
Series 2006-10
Rating
Class CUSIP To From
----- ----- -- ----
A 785812AA6 CCC B
M-1 785812AB4 CC B
SACO I Trust 2006-3
Series 2006-3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 785778QJ3 BB AA
A-3 785778QL8 BB AA
M-1 785778QM6 B BBB-
M-2 785778QN4 CCC B
SACO I Trust 2006-4
Series 2006-4
Rating
Class CUSIP To From
----- ----- -- ----
A-1 785778RD5 BB A-
A-3 785778RV5 BB A-
M-1 785778RE3 B BB+
M-2 785778RF0 CCC B
SACO I Trust 2006-5
Series 2006-5
Rating
Class CUSIP To From
----- ----- -- ----
I-A 785811AA8 BB A+
I-M-1 785811AE0 CCC BB
I-M-2 785811AF7 CC B
I-M-3 785811AG5 CC CCC
II-A-1 785811AB6 B BB+
II-A-3 785811AD2 B BB+
II-M-1 785811AL4 CCC B
SACO I Trust 2006-6
Series 2006-6
Rating
Class CUSIP To From
----- ----- -- ----
A 785779AA7 CCC BB
M-1 785779AB5 CC B
SACO I Trust 2006-7
Series 2006-7
Rating
Class CUSIP To From
----- ----- -- ----
A 78577PAA1 CC B
SACO I Trust 2006-9
Series 2006-9
Rating
Class CUSIP To From
----- ----- -- ----
A 78577RAA7 B BB
M-1 78577RAB5 CCC B
M-2 78577RAC3 CC B
M-3 78577RAD1 CC CCC
SACO I Trust, 2005-7
Series 2005-7
Rating
Class CUSIP To From
----- ----- -- ----
M-2 785778KN0 A AA-
M-3 785778KP5 BBB A-
M-4 785778KQ3 BB BB+
SACO I Trust, 2005-WM2
Series 2005-WM2
Rating
Class CUSIP To From
----- ----- -- ----
M-1 785778JY8 BB AA
M-2 785778JZ5 B A-
M-3 785778KA8 CC BB+
M-4 785778KB6 CC CCC
SACO I Trust, 2005-WM3
Series 2005-WM3
Rating
Class CUSIP To From
----- ----- -- ----
A-1 785778LS8 A AA
A-3 785778LU3 A AA
M-1 785778LV1 CCC BB+
M-2 785778LW9 CC CCC
Structured Asset Securities Corp. Mortgage Loan Trust 2005-S5
Series 2005-S5
Rating
Class CUSIP To From
----- ----- -- ----
M3 86359DPR2 BBB A+
M4 86359DPS0 CCC BB+
M5 86359DPT8 CC CCC
Structured Asset Securities Corp. Mortgage Loan Trust 2005-S6
Series 2005-S6
Rating
Class CUSIP To From
----- ----- -- ----
M1 86359DTR8 AA- AA+
M3 86359DTT4 BBB AA-
M4 86359DTU1 BB A-
M5 86359DTV9 B BB+
M6 86359DTW7 B- BB
Structured Asset Securities Corp. Mortgage Loan Trust 2006-ARS1
Series 2006-ARS1
Rating
Class CUSIP To From
----- ----- -- ----
A 86358LAA8 CC B
Structured Asset Securities Corp. Mortgage Loan Trust 2006-S1
Series 2006-S1
Rating
Class CUSIP To From
----- ----- -- ----
A1 86359DXC6 AA AAA
M1 86359DXE2 BB AA-
M2 86359DXF9 B BBB+
M3 86359DXG7 CCC BB
Structured Asset Securities Corp. Mortgage Loan Trust 2006-S2
Series 2006-S2
Rating
Class CUSIP To From
----- ----- -- ----
M1 86359FAD4 BB AA-
M2 86359FAE2 CCC BBB+
M3 86359FAF9 CCC BB
Structured Asset Securities Corp. Mortgage Loan Trust 2006-S3
Trust
Series 2006-S3
Rating
Class CUSIP To From
----- ----- -- ----
A 86359WAA3 A AA-
A-IO 86359WAB1 A AAA
M1 86359WAC9 CCC BB
M3 86359WAE5 CC CCC
Structured Asset Securities Corp. Mortgage Loan Trust 2006-S4
Series 2006-S4
Rating
Class CUSIP To From
----- ----- -- ----
A 86363AAA5 B A-
M1 86363AAB3 CCC BB+
M2 86363AAC1 CC B
M3 86363AAD9 CC CCC
M4 86363AAE7 CC CCC
M5 86363AAF4 CC CCC
Terwin Mortgage Trust 2005-11
Series 2005-11
Rating
Class CUSIP To From
----- ----- -- ----
1-M-1a 881561YD0 BBB AA+
I-M-1b 881561YE8 BBB AA
I-M-2 881561YF5 BB A
I-M-3 881561YG3 CCC BB+
I-B-1 881561YH1 CC CCC
II-M-1 881561A46 BBB A
II-M-2 881561A53 BB BBB-
Terwin Mortgage Trust 2005-13SL
Series 2005-13SL
Rating
Class CUSIP To From
----- ----- -- ----
G 881561E59 CC B
Terwin Mortgage Trust 2005-5SL
Series 2005-5SL
Rating
Class CUSIP To From
----- ----- -- ----
B-2 881561RT3 CCC BB+
Terwin Mortgage Trust 2005-9HGS
Series 2005-9HGS
Rating
Class CUSIP To From
----- ----- -- ----
B-1 881561WV2 BBB A-
B-2 881561WW0 BB BBB+
Terwin Mortgage Trust 2006-1
Series 2006-1
Rating
Class CUSIP To From
----- ----- -- ----
II-A-X 881561J21 BB AAA
II-M-1 881561J47 CC CCC
Terwin Mortgage Trust 2006-10SL
Series 2006-10SL
Rating
Class CUSIP To From
----- ----- -- ----
A-1 88156VAA6 CC AAA
G 88156VAN8 CC AAA
Terwin Mortgage Trust 2006-12SL
Series 2006-12SL
Rating
Class CUSIP To From
----- ----- -- ----
A-IO 88157DAC1 CC AAA
G 88157DAQ0 CC CCC
Terwin Mortgage Trust 2006-4SL
Series 2006-4SL
Rating
Class CUSIP To From
----- ----- -- ----
A-X 881561Y65 CCC AAA
G 881561Y99 CCC BBB-
Terwin Mortgage Trust 2006-6
Series 2006-6
Rating
Class CUSIP To From
----- ----- -- ----
I-A-X 8815612V5 CCC AAA
I-G 8815613K8 CCC AAA
II-A-1 88156CAA8 CCC BB+
II-A-2 88156CAB6 CCC BB+
II-G 88156CAQ3 CCC BB+
Terwin Mortgage Trust 2006-8
Series 2006-8
Rating
Class CUSIP To From
----- ----- -- ----
II-A-1 88156UAV2 CCC B
II-A-2 88156UAW0 CCC B
Terwin Mortgage Trust 2006-HF-1
Series 2006-HF-1
Rating
Class CUSIP To From
----- ----- -- ----
A-1b 881561R55 AA AAA
A-X 881561S70 AA AAA
G 881561T20 AA AAA
M-1 881561R63 B AA
M-2 881561R71 CCC A-
M-3 881561R89 CC BB
Terwin Mortgage Trust 2006-HGS2
Series 2006-HGS2
Rating
Class CUSIP To From
----- ----- -- ----
G 881561Q98 CC A
RATINGS LOWERED AND PLACED ON CREDITWATCH NEGATIVE
CWHEQ Home Equity Loan Trust, Series 2006-S5
Series 2006-S5
Rating
Class CUSIP To From
----- ----- -- ----
A-1 126683AA9 BB/Watch Neg BBB
A-2 126683AB7 BB/Watch Neg BBB
A-3 126683AC5 BB/Watch Neg BBB
A-4 126683AD3 BB/Watch Neg BBB
A-5 126683AE1 BB/Watch Neg BBB
A-6 126683AF8 BB/Watch Neg BBB
Terwin Mortgage Trust 2006-HGS2
Series 2006-HGS2
Rating
Class CUSIP To From
----- ----- -- ----
A-1 881561P24 BB/Watch Neg A
A-2 881561P32 BB/Watch Neg A
RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
Terwin Mortgage Trust 2006-8
Series 2006-8
Rating
Class CUSIP To From
----- ----- -- ----
I-G 88156UAS9 CC BB/Watch Neg
II-G 88156UBK5 CCC BB/Watch Neg
RATINGS REMAINING ON CREDITWATCH NEGATIVE
CWHEQ Home Equity Loan Trust, Series 2006-S7
Series 2006-S7
Class CUSIP Rating
----- ----- ------
A-1 12668VAA7 BBB-/Watch Neg
A-2 12668VAB5 BBB-/Watch Neg
A-3 12668VAC3 BBB-/Watch Neg
A-4 12668VAD1 BBB-/Watch Neg
A-5 12668VAE9 BBB-/Watch Neg
A-6 12668VAF6 BBB-/Watch Neg
Home Equity Loan Trust 2005-HS1
Series 2005-HS1
Class CUSIP Rating
----- ----- ------
A-II 76110VRZ3 BB/Watch Neg
Home Equity Loan Trust 2005-HS2
Series 2005-HS2
Class CUSIP Rating
----- ----- ------
A-II 76110VSV1 BB/Watch Neg
Home Equity Loan Trust 2005-HSA1
Series 2005-HSA1
Class CUSIP Rating
----- ----- ------
A-I-1 76110VSW9 BB/Watch Neg
A-I-2 76110VSX7 BB/Watch Neg
A-I-3 76110VSY5 BB/Watch Neg
A-I-4 76110VSZ2 BB/Watch Neg
A-I-5 76110VTA6 BB/Watch Neg
A-II 76110VTB4 BB/Watch Neg
Home Equity Loan Trust 2006-HSA2
Series 2006-HSA2
Class CUSIP Rating
----- ----- ------
A-I-1 76110VTM0 BB/Watch Neg
A-I-2 76110VTN8 BB/Watch Neg
A-I-3 76110VTP3 BB/Watch Neg
A-I-4 76110VTQ1 BB/Watch Neg
A-I-5 76110VTR9 BB/Watch Neg
A-II 76110VTS7 BB/Watch Neg
Home Equity Mortgage Loan Asset Backed Trust Series INDS 2006-2B
Series 2006-2B
Class CUSIP Rating
----- ----- ------
A 43709KAA7 BB/Watch Neg
Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2006-1
Series 2006-1
Class CUSIP Rating
----- ----- ------
A-1 437089AA3 BB/Watch Neg
A-2 437089AB1 BB/Watch Neg
A-3 437089AC9 BB/Watch Neg
A-4 437089AD7 BB/Watch Neg
A-5 437089AE5 BB/Watch Neg
Home Equity Mortgage Trust 2006-2
Series 2006-2
Class CUSIP Rating
----- ----- ------
2-A1 225470W58 BB/Watch Neg
G 225470Z71 BB/Watch Neg
RFMSII Series 2006-HSA1 Trust
Series 2006-HSA1
Class CUSIP Rating
----- ----- ------
A-1 76110VTC2 BB/Watch Neg
A-2 76110VTD0 BB/Watch Neg
A-3 76110VTE8 BB/Watch Neg
A-4 76110VTF5 BB/Watch Neg
A-5 76110VTG3 BB/Watch Neg
Terwin Mortgage Trust 2006-8
Series 2006-8
Class CUSIP Rating
----- ----- ------
I-A-1 88156UAA8 BB/Watch Neg
I-A-2 88156UAB6 BB/Watch Neg
RATINGS AFFIRMED
ACE Securities Corp. Home Equity Loan Trust, Series 2005-SL1
Series 2005-SL1
Class CUSIP Rating
----- ----- ------
M-1 004421RV7 AA
American Home Mortgage Investment Trust 2006-2
Series 2006-2
Class CUSIP Rating
----- ----- ------
IV-A 02660YAB8 B
American Home Mortgage Investment Trust 2006-3
Series 2006-3
Class CUSIP Rating
----- ----- ------
IV-A 026929AN9 B
CWHEQ Home Equity Loan Trust, Series 2006-S1
Series 2006-S1
Class CUSIP Rating
----- ----- ------
A-2 126685CZ7 AA
A-3 126685DA1 AA
A-4 126685DB9 AA
A-5 126685DC7 AA
CWHEQ Home Equity Loan Trust, Series 2006-S10
Series 2006-S10
Class CUSIP Rating
----- ----- ------
A-1 12668YAA1 AA
A-2 12668YAB9 AA
A-3 12668YAC7 AA
CWHEQ Home Equity Loan Trust, Series 2006-S4
Series 2006-S4
Class CUSIP Rating
----- ----- ------
A-1 23243NAD0 AA
A-2 23243NAE8 AA
A-3 23243NAF5 AA
A-4 23243NAG3 AA
A-5 23243NAH1 AA
A-6 23243NAJ7 AA
CWHEQ Home Equity Loan Trust, Series 2006-S6
Series 2006-S6
Class CUSIP Rating
----- ----- ------
A-1 126684AA7 AA
A-2 126684AB5 AA
A-3 126684AC3 AA
A-4 126684AD1 AA
A-5 126684AE9 AA
A-6 126684AF6 AA
CWHEQ Home Equity Loan Trust, Series 2006-S8
Series 2006-S8
Class CUSIP Rating
----- ----- ------
A-1 12668XAA3 AA
A-2 12668XAB1 AA
A-3 12668XAC9 AA
A-4 12668XAD7 AA
A-5 12668XAE5 AA
A-6 12668XAF2 AA
CWHEQ Home Equity Loan Trust, Series 2006-S9
Series 2006-S9
Class CUSIP Rating
----- ----- ------
A-1 12668GAA0 AA
A-2 12668GAB8 AA
A-3 12668GAC6 AA
A-4 12668GAD4 AA
A-5 12668GAE2 AA
A-6 12668GAF9 AA
FFMLT Trust 2005-FFA
Series 2005-FFA
Class CUSIP Rating
----- ----- ------
M-1 362341HD4 AA
M-2 362341HE2 A+
M-3 362341HF9 A
GMACM Home Equity Loan Trust 2005-HE2
Series 2005-HE2
Class CUSIP Rating
----- ----- ------
A-3 36185MAC6 BBB-
A-4 36185MAD4 BBB-
A-5 36185MAE2 BBB-
A-6 36185MAF9 BBB-
GMACM Home Equity Loan Trust 2006-HE2
Series 2006-HE2
Class CUSIP Rating
----- ----- ------
A-1 38011AAA2 BBB-
A-2 38011AAB0 BBB-
A-3 38011AAC8 BBB-
A-4 38011AAD6 BBB-
GMACM Home Equity Loan Trust 2006-HE3
Series 2006-HE3
Class CUSIP Rating
----- ----- ------
A-1 38012TAA0 BBB-
A-2 38012TAB8 BBB-
A-3 38012TAC6 BBB-
A-4 38012TAD4 BBB-
A-5 38012TAE2 BBB-
GMACM Home Equity Loan Trust 2006-HE5
Series 2006-HE5
Class CUSIP Rating
----- ----- ------
I-A-1 38012EAA3 BBB-
II-A-1 38012EAB1 BBB-
II-A-2 38012EAC9 BBB-
GSAA Home Equity Trust 2006-S1
Series 2006-S1
Class CUSIP Rating
----- ----- ------
II-A-1 40051CAQ0 AAA
II-M-1 40051CAR8 AA+
II-M-2 40051CAS6 AA-
II-M-3 40051CAT4 A
GSAMP Trust 2006-S2
Series 2006-S2
Class CUSIP Rating
----- ----- ------
A-1A 362334HK3 A-
Home Equity Loan Trust 2005-HS1
Series 2005-HS1
Class CUSIP Rating
----- ----- ------
A-I-1 76110VRU4 BBB-
A-I-2 76110VRV2 BBB-
A-I-3 76110VRW0 BBB-
A-I-4 76110VRX8 BBB-
A-I-5 76110VRY6 BBB-
Home Equity Loan Trust 2005-HS2
Series 2005-HS2
Class CUSIP Rating
----- ----- ------
A-I-1 76110VSQ2 BBB-
A-I-2 76110VSR0 BBB-
A-I-3 76110VSS8 BBB-
A-I-4 76110VST6 BBB-
A-I-5 76110VSU3 BBB-
Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2006-3
Series 2006-3
Class CUSIP Rating
----- ----- ------
A 43709RAA2 AA
Home Equity Mortgage Trust 2005-1
Series 2005-1
Class CUSIP Rating
----- ----- ------
M-4 225458CV8 A+
M-5 225458CW6 A
M-6 225458CX4 A-
M-7 225458CY2 BBB+
M-8 225458CZ9 BBB
Home Equity Mortgage Trust 2005-4
Series 2005-4
Class CUSIP Rating
----- ----- ------
A-3 2254584V7 AAA
A-4 2254584W5 AAA
P 2254584Q8 AAA
M-1 2254584D7 AA+
Home Equity Mortgage Trust 2005-5
Series 2005-5
Class CUSIP Rating
----- ----- ------
A-1A 225470QV8 AAA
A-1F1 225470QW6 AAA
A-1F2 225470RR6 AAA
A-2A 225470QX4 AAA
A-2F 225470QY2 AAA
P 225470RM7 AAA
Home Equity Mortgage Trust 2005HF-1
Series 2005-HF1
Class CUSIP Rating
----- ----- ------
A-1 2254W0LE3 AAA
A-2B 2254W0MB8 AAA
A-3A 2254W0LG8 AAA
A-3B 2254W0MC6 AAA
G 2254W0LW3 AAA
P 2254W0LX1 AAA
M-1 2254W0LH6 AA+
M-2 2254W0LJ2 AA
M-3 2254W0LK9 AA-
MASTR Second Lien Trust 2005-1
Series 2005-1
Class CUSIP Rating
----- ----- ------
A 57644DAA1 AAA
M-1 57644DAB9 AA
Merrill Lynch Mortgage Investors Trust
Series 2006-SL1
Class CUSIP Rating
----- ----- ------
A 59020U2N4 AAA
Merrill Lynch Mortgage Investors Trust, Series 2005-NCA
Series 2005-NCA
Class CUSIP Rating
----- ----- ------
M-2 59020UZU2 A
B-1 59020UZV0 BBB-
Merrill Lynch Mortgage Investors Trust, Series 2005-NCB
Series 2005-NCB
Class CUSIP Rating
----- ----- ------
A-1B 59020UT70 AAA
Merrill Lynch Mortgage Investors Trust, Series 2005-SL3
Series 2005-SL3
Class CUSIP Rating
----- ----- ------
A-1 59020UK38 AAA
A-2B 59020UN76 AAA
Morgan Stanley Mortgage Loan Trust 2005-8SL
Series 2005-8SL
Class CUSIP Rating
----- ----- ------
A-1 61748HQG9 AAA
A-2b 61748HQJ3 AAA
Nomura Asset Acceptance Corporation Alternative Loan Trust Series
2005-S2
Series 2005-S2
Class CUSIP Rating
----- ----- ------
M-1 65535VLU0 BBB-
Nomura Asset Acceptance Corporation Alternative Loan Trust, Series
2005-S1
Series 2005-S1
Class CUSIP Rating
----- ----- ------
M-1 65535VJT6 AA
M-2 65535VJU3 BBB-
Nomura Asset Acceptance Corp. Alternative Loan Trust, Series 2005-
S3
Series 2005-S3
Class CUSIP Rating
----- ----- ------
A-2 65535VNR5 AAA
A-3 65535VPQ5 AAA
M-1 65535VNS3 BBB-
Nomura Asset Acceptance Corporation, Alternative Loan Trust,
Series 2005-S4
Series 2005-S4
Class CUSIP Rating
----- ----- ------
A-1 65535VQN1 AAA
A-2 65535VQP6 AAA
A-3 65535VQQ4 AAA
Ownit Mortgage Trust 2006-OT1
Series 2006-OT1
Class CUSIP Rating
----- ----- ------
A-1 88156AAA2 AA
A-2 69121YAA2 AA
SACO I Trust 2005-10
Series 2005-10
Class CUSIP Rating
----- ----- ------
1-A 785778ND9 AA
II-A-1 785778NE7 AAA
II-A-3 785778NG2 AAA
II-M-1 785778NJ6 AA
II-M-2 785778NK3 BBB
II-M-3 785778NL1 BB
II-M-4 785778NM9 B
SACO I Trust 2005-5
Series 2005-5
Class CUSIP Rating
----- ----- ------
I-A 785778FY2 AAA
I-M-1 785778FZ9 AA
I-M-4 785778GC9 BB
I-M-5 785778GD7 B
SACO I Trust 2005-8
Series 2005-8
Class CUSIP Rating
----- ----- ------
A-1 785778LA7 AAA
A-3 785778LC3 AAA
SACO I Trust 2005-9
Series 2005-9
Class CUSIP Rating
----- ----- ------
A-1 785778MK4 AAA
A-3 785778MM0 AAA
M-1 785778MN8 AA+
M-5 785778MS7 B
SACO I Trust 2006-2
Series 2006-2
Class CUSIP Rating
----- ----- ------
I-A 785778PF2 AA
II-A 785778PG0 AA
SACO I Trust 2006-5
Series 2006-5
Class CUSIP Rating
----- ----- ------
II-A-2 785811AC4 AA
SACO I Trust, 2005-7
Series 2005-7
Class CUSIP Rating
----- ----- ------
A 785778KL4 AAA
M-1 785778KM2 AA
M-5 785778KR1 B
Structured Asset Securities Corporation 2005-S1
Series 2005-S1
Class CUSIP Rating
----- ----- ------
M2 86359B4D0 AA
M3 86359B4E8 AA-
M4 86359B4F5 A
M5 86359B4G3 BBB-
M6 86359B4H1 B
Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S5
Series 2005-S5
Class CUSIP Rating
----- ----- ------
A2 86359DPN1 AAA
M1 86359DPP6 AA+
M-2 86359DPQ4 AA
Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S6
Series 2005-S6
Class CUSIP Rating
----- ----- ------
A2 86359DTQ0 AAA
M2 86359DTS6 AA
Structured Asset Securities Corporation Mortgage Loan Trust 2005-
S7
Series 2005-S7
Class CUSIP Rating
----- ----- ------
A2 863576DT8 AAA
M1 863576DU5 AA+
M2 863576DV3 AA
M3 863576DW1 AA-
M4 863576DX9 A+
M5 863576DY7 A
M6 863576DZ4 A-
M7 863576EA8 BB+
Structured Asset Securities Corporation Mortgage Loan Trust 2006-
S2
Series 2006-S2
Class CUSIP Rating
----- ----- ------
A1 86359FAA0 AAA
A2 86359FAB8 AAA
Terwin Mortgage Trust 2005-11
Series 2005-11
Class CUSIP Rating
----- ----- ------
I-A-1b 881561YB4 AAA
I-A-X 881561YC2 AAA
I-G 881561YU2 AAA
II-A-1 881561A20 AAA
II-A-2 881561C69 AAA
II-A-X 881561A38 AAA
II-G 881561B86 AAA
Terwin Mortgage Trust 2005-13SL
Series 2005-13SL
Class CUSIP Rating
----- ----- ------
A-1a 881561C77 BB
A-1b 881561C85 BB
A-2 881561C93 BB
Terwin Mortgage Trust 2005-1SL
Series 2005-1SL
Class CUSIP Rating
----- ----- ------
M-1 881561QJ6 AA
M-2 881561QK3 A
B-1 881561QL1 BBB
B-2 881561QM9 BBB-
B-3 881561QN7 BB
Terwin Mortgage Trust 2005-3SL
Series 2005-3SL
Class CUSIP Rating
----- ----- ------
M-1 881561SU9 AA
M-2 881561SV7 A
M-3 881561SW5 A-
B-1 881561SX3 BB+
B-2 881561SY1 B
Terwin Mortgage Trust 2005-5SL
Series 2005-5SL
Class CUSIP Rating
----- ----- ------
A-X 881561RM8 AAA
M-1a 881561RN6 AA
M-1b 881561RP1 AA
M-2 881561RQ9 A
M-3 881561RR7 A-
B-1 881561RS5 BBB+
Terwin Mortgage Trust 2005-9HGS
Series 2005-9HGS
Class CUSIP Rating
----- ----- ------
A-1 881561WQ3 AAA
A-X 881561WR1 AAA
M-1 881561WS9 AA
M-2 881561WT7 AA-
M-3 881561WU4 A
Terwin Mortgage Trust 2006-1
Series 2006-1
Class CUSIP Rating
----- ----- ------
II-A-1a 881561H80 BB
II-A-1b 881561H98 BB
II-G 881561K78 BB
II-M-A 881561J39 B
Terwin Mortgage Trust 2006-10SL
Series 2006-10SL
Class CUSIP Rating
----- ----- ------
A-2 88156VAB4 AAA
A-X 88156VAR9 AAA
Terwin Mortgage Trust 2006-12SL
Series 2006-12SL
Class CUSIP Rating
----- ----- ------
A-1 88157DAA5 AAA
A-2 88157DAB3 AAA
Terwin Mortgage Trust 2006-4SL
Series 2006-4SL
Class CUSIP Rating
----- ----- ------
A-1 881561W91 AA
A-2 881561X25 AA
Terwin Mortgage Trust 2006-6
Series 2006-6
Class CUSIP Rating
----- ----- ------
I-A-1 8815612T0 AA
I-A-2 8815612U7 AA
* Fox Rothschild's Chief Marketing Officer Resigns
--------------------------------------------------
Bankruptcy Law360 reports that Jim Staples will leave Fox
Rothschild LLP as its expert chief marketing officer.
According to Bankruptcy Law360, Mr. Staples has worked for Fox
Rothschild since 2005. The same report says that Mr. Staples took
an offer from Cozen O'Connor LLP to be its chief marketing
officer.
Counted among the 200 largest law firms in the nation, Fox
Rothschild LLP -- http://www.foxrothschild.com/-- is a full-
service firm with offices in Delaware, Florida, New Jersey, New
York, and Pennsylvania, providing a complete range of legal
services to public and private business entities, charitable,
medical and educational institution, and individuals.
* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 4-5, 2008
AMERICAN BANKRUPTCY INSTITUTE
Complex Financial Restructuring Program
Four Seasons, Las Vegas, Nevada
Contact: http://www.abiworld.org/
Sept. 4-6, 2008
AMERICAN BANKRUPTCY INSTITUTE
Southwest Bankruptcy Conference
Four Seasons, Las Vegas, Nevada
Contact: http://www.abiworld.org/
Sept. 10, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Networking Breakfast
Marriott, Bridgewater, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Sept. 10, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Dallas / Fort Worth Restructuring Workshop
Belo Mansion Dallas, Texas
Contact: http://www.turnaround.org/
Sept. 11, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Lenders Forum
TBD, Long Island, New York
Contact: http://www.turnaround.org/
Sept. 11-12, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Mid-America Regional Conference
Oak Brook Hills Marriott Resort, Oak Brook, Illinois
Contact: http://www.turnaround.org/
Sept. 11-14, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Cross Border Conference
Grand Okanagan Resort, Kelowna, British Columbia
Contact: http://www.turnaround.org/
Sept. 12, 2008
AMERICAN BANKRUPTCY INSTITUTE
ABI/GULC Views from the Bench
Georgetown University Law Center, Washington, DC
Contact: 1-703-739-0800; http://www.abiworld.org/
Sept. 16-18, 2008
ASSOCIATION OF INSOLVENCY &RESTRUCTURING ADVISORS
2nd Annual Restructuring & Investing Conference
Shanghai, China
Contact: http://www.airacira.org/
Sept. 17, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Real Estate / Condo Restructuring Panel
Marriott North, Fort Lauderdale, Florida
Contact: http://www.turnaround.org//
Sept. 18, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Joint Event - CFA/IWIRC/RMA/NJTMA/NYIC
Maplewood Country Club, Maplewood, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Sept. 18, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Chapter Lunch Program
Nashville City Center, Nashville, Tennessee
Contact: 615-850-8678 or http://www.turnaround.org/
Sept. 18, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Healthcare Industry Update - Panel Discussion
Summit Club, Birmingham, Alabama
Contact: http://www.turnaround.org/
Sept. 18, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Effective Turnarounds: A View From US Trustees
TBA, Syracuse, New York
Contact: http://www.turnaround.org/
Sept. 18-19, 2008
AMERICAN CONFERENCE INSTITUTE
Advanced Insolvency Law and Practice Conference
Paris, France
Contact: www.americanconference.com
Sept. 24, 2008
TURNAROUND MANAGEMENT ASSOCIATION
13 Week Cash Flow Workshop: An Overview
McCormick & Schmick's, Las Vegas, Nevada
Contact: http://www.turnaround.org/
Sept. 24-25, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Florida Annual Golf Tournament
Champions Gate Golf Club, Orlando, Florida
Contact: 561-882-1331 or http://www.turnaround.org/
Sept. 24-26, 2008
INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
IWIRC 15th Annual Fall Conference
Scottsdale, Arizona
Contact: http://www.ncbj.org/
Sept. 24-27, 2008
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
National Conference of Bankruptcy Judges
Desert Ridge Marriott, Scottsdale, Arizona
Contact: http://www.iwirc.org/
Sept. 25, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Case Study with Tom Kim, TMA Small Business of the Year
Turnaround Award - TMA Arizona Chapter Meeting
TBD, Phoenix, Arizona
Contact: http://www.turnaround.org/
Sept. 26, 2008
AMERICAN BANKRUPTCY INSTITUTE
NCBJ/ABI Educational Program
Marriott Desert Ridge, Scottsdale, Arizona
Contact: 1-703-739-0800; http://www.abiworld.org/
Sept. 30, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Private Equity Panel
Centre Club, Tampa, Florida
Contact: http://www.turnaround.org//
Oct. 3, 2008
AMERICAN BANKRUPTCY INSTITUTE
ABI/UMKC Midwestern Bankruptcy Institute
H. Roe Bartle Hall Convention Center, Kansas City
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 9, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Luncheon - Chapter 11
University Club, Jacksonville, Florida
Contact: http://www.turnaround.org/
Oct. 13, 2008
AMERICAN BANKRUPTCY INSTITUTE
Consumer Bankruptcy Conference
Standard Club, Chicago, Illinois
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 14, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Annual Charity Golf Event
Forest Park Golf Course, St. Louis, Missouri
Contact: http://www.turnaround.org/
Oct. 16, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Billiards Networking Night
Herbert's Billiards, Secaucus, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Oct. 16, 2008
TURNAROUND MANAGEMENT ASSOCIATION
LI-TMA Member Social
Davenport Press, Mineola, New York
Contact: 631-251-6296 or http://www.turnaround.org/
Oct. 16, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Breakfast Meeting
TBD, Calgary, Alberta
Contact: 503-768-4299 or http://www.turnaround.org/
Oct. 16, 2008
TURNAROUND MANAGEMENT ASSOCIATION
View from the Bench - Bankruptcy Update
Summit Club, Birmingham, Alabama
Contact: http://www.turnaround.org/
Oct. 16, 2008
TURNAROUND MANAGEMENT ASSOCIATION
How to Contract with a Turnaround Manager
University Club, Portland, Oregon
Contact: http://www.turnaround.org/
Oct. 22, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Turnaround Nevada Award Night
McCormick & Schmick's, Las Vegas, Nevada
Contact: http://www.turnaround.org/
Oct. 23, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Arizona Chapter Meeting - Election Oriented
TBD, Phoenix, Arizona
Contact: http://www.turnaround.org/
Oct. 23, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Effective Turnarounds: A Panel of Professionals
TBA, Rochester, New York
Contact: http://www.turnaround.org/
Oct. 23-24, 2008
AMERICAN CONFERENCE INSTITUTE
Distressed Assets Boot Camp
TBD, London, United Kingdom
Contact: www.americanconference.com
Oct. 28, 2008
TURNAROUND MANAGEMENT ASSOCIATION
State of the Capital Markets
Citrus Club, Orlando, Florida
Contact: http://www.turnaround.org//
Oct. 28-31, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott New Orleans, Louisiana
Contact: 312-578-6900; http://www.turnaround.org/
Oct. 29-30, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Corporate Governance Meetings
Marriott, New Orleans, Louisiana
Contact: http://www.turnaround.org/
Oct. 30 & 31, 2008
BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
Physicians Agreements and Ventures
Contact: 800-726-2524; 903-595-3800;
www.renaissanceamerican.com
Oct. 31, 2008
AMERICAN BANKRUPTCY INSTITUTE
International Insolvency Symposium
Hilton, Frankfurt, Germany
Contact: 1-703-739-0800; http://www.abiworld.org/
Nov. 6, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Networking Breakfast
Coach House Diner & Restaurant, Hackensack, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Nov. 11, 2008
AMERICAN BANKRUPTCY INSTITUTE
Detroit Consumer Bankruptcy Conference
Marriott, Troy, Michigan
Contact: 1-703-739-0800; http://www.abiworld.org/
Nov. 13, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Turnaround Case Study
Summit Club, Birmingham, Alabama
Contact: http://www.turnaround.org/
Nov. 13, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Effective Turnarounds:A View From Workout Consultants
TBA, Buffalo, New York
Contact: http://www.turnaround.org/
Nov. 13, 2008
TURNAROUND MANAGEMENT ASSOCIATION
LI-TMA Social
TBD, Melville, New York
Contact: 631-251-6296 or http://www.turnaround.org/
Nov. 13, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Dinner Meeting
TBD, Calgary, Alberta
Contact: 503-768-4299 or http://www.turnaround.org/
Nov. 19, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Special Program
Tournament Players Club at Jasna Polana, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Nov. 19, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Interaction Between Professionals in a
Restructuring/Bankruptcy
Bankers Club, Miami, Florida
Contact: 312-578-6900; http://www.turnaround.org/
Nov. 20, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Senior Housing & Long Term Care
Washington Athletic Club,Seattle, Washington
Contact: http://www.turnaround.org/
Nov. 27, 2008
TURNAROUND MANAGEMENT ASSOCIATION
TMA Arizona Chapter Meeting - Chris Kaup
TBD, Phoenix, Arizona
Contact: http://www.turnaround.org/
Dec. 3, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Holiday Party
McCormick & Schmick's, Las Vegas, Nevada
Contact: 702-952-2480 or http://www.turnaround.org/
Dec. 3, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Christmas Function
Terminal City Club, Vancouver, British Columbia
Contact: 503-768-4299 or http://www.turnaround.org/
Dec. 3-5, 2008
AMERICAN BANKRUPTCY INSTITUTE
20th Annual Winter Leadership Conference
Westin La Paloma Resort & Spa
Tucson, Arizona
Contact: http://www.abiworld.org/
Dec. 8, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Holiday Gathering
TBD, Long Island, New York
Contact: 631-251-6296 or http://www.turnaround.org/
Dec. 9, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Holiday MIxer
Washington Athletic Club, Seattle, Washington
Contact: 503-768-4299 or http://www.turnaround.org/
Dec. 11, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Holiday MIxer
University Club, Portland, Oregon
Contact: 503-768-4299 or http://www.turnaround.org/
Dec. 18, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Holiday MIxer
TBD, Phoenix, Arizona
Contact: 623-581-3597 or http://www.turnaround.org/
Dec. 31, 2008
TURNAROUND MANAGEMENT ASSOCIATION
Sponsorships - Annual Golf Outing, Various Events
TBA, New Jersey
Contact: 908-575-7333 or http://www.turnaround.org/
Jan. 21-22, 2009
TURNAROUND MANAGEMENT ASSOCIATION
Corporate Governance Meetings
Bellagio, Las Vegas, Nevada
Contact: http://www.turnaround.org/
Jan. 22-23, 2009
TURNAROUND MANAGEMENT ASSOCIATION
Distressed Investing Conference
Bellagio, Las Vegas, Nevada
Contact: http://www.turnaround.org/
Jan. 22-23, 2009
AMERICAN BANKRUPTCY INSTITUTE
Rocky Mountain Bankruptcy Conference
Westin Tabor Center, Denver, Colorado
Contact: 1-703-739-0800; http://www.abiworld.org/
Feb. 5-7, 2009
AMERICAN BANKRUPTCY INSTITUTE
Caribbean Insolvency Symposium
Westin Casurina, Grand Cayman Island, AL
Contact: 1-703-739-0800; http://www.abiworld.org/
Feb. 25-27, 2009
AMERICAN BANKRUPTCY INSTITUTE
Valcon
Four Seasons, Las Vegas, Nevada
Contact: 1-703-739-0800; http://www.abiworld.org/
Mar. 13, 2009
AMERICAN BANKRUPTCY INSTITUTE
Bankruptcy Battleground West
Beverly Wilshire, Beverly Hills, California
Contact: 1-703-739-0800; http://www.abiworld.org/
Apr. 17-18, 2009
NATIONAL ASSOCIATION OFBANKRUPTCY TRUSTEES
NABT Spring Seminar
The Peabody, Orlando, Florida
Contact: http://www.nabt.com/
Apr. 20, 2009
AMERICAN BANKRUPTCY INSTITUTE
Consumer Bankruptcy Conference
John Adams Courthouse, Boston, Massachusetts
Contact: 1-703-739-0800; http://www.abiworld.org/
Apr. 27-28, 2009
TURNAROUND MANAGEMENT ASSOCIATION
Corporate Governance Meetings
Intercontinental Hotel, Chicago, Illinois
Contact: http://www.turnaround.org/
Apr. 28-30, 2009
TURNAROUND MANAGEMENT ASSOCIATION
TMA Spring Conference
Intercontinental Hotel, Chicago, Illinois
Contact: http://www.turnaround.org/
May 7-10, 2009
AMERICAN BANKRUPTCY INSTITUTE
27th Annual Spring Meeting
Gaylord National Resort & Convention Center
National Harbor, Maryland
Contact: http://www.abiworld.org/
May 14-16, 2009
ALI-ABA
Chapter 11 Business Reorganizations
Langham Hotel, Boston, Massachusetts
Contact: http://www.ali-aba.org
June 11-13, 2009
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa
Traverse City, Michigan
Contact: http://www.abiworld.org/
June 21-24, 2009
INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
BANKRUPTCY PROFESSIONALS
8th International World Congress
TBA
Contact: http://www.insol.org/
July 16-19, 2009
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Mt. Washington Inn
Bretton Woods, New Hampshire
Contact: http://www.abiworld.org/
Sept. 10-12, 2009
AMERICAN BANKRUPTCY INSTITUTE
17th Annual Southwest Bankruptcy Conference
Hyatt Regency Lake Tahoe, Incline Village, Nevada
Contact: http://www.abiworld.org/
Oct. 5-9, 2009
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
Marriott Desert Ridge, Phoenix, Arizona
Contact: 312-578-6900; http://www.turnaround.org/
Dec. 3-5, 2009
AMERICAN BANKRUPTCY INSTITUTE
21st Annual Winter Leadership Conference
La Quinta Resort & Spa, La Quinta, California
Contact: 1-703-739-0800; http://www.abiworld.org/
Apr. 15-18, 2010
AMERICAN BANKRUPTCY INSTITUTE
Annual Spring Meeting
Gaylord National Resort & Convention Center, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
June 17-20, 2010
AMERICAN BANKRUPTCY INSTITUTE
Central States Bankruptcy Workshop
Grand Traverse Resort and Spa, Traverse City, Michigan
Contact: 1-703-739-0800; http://www.abiworld.org/
July 7-10, 2010
AMERICAN BANKRUPTCY INSTITUTE
Northeast Bankruptcy Conference
Ocean Edge Resort, Brewster, Massachusetts
Contact: 1-703-739-0800; http://www.abiworld.org/
Aug. 5-7, 2010
AMERICAN BANKRUPTCY INSTITUTE
Mid-Atlantic Bankruptcy Workshop
Hyatt Regency Chesapeake Bay, Cambridge, Maryland
Contact: 1-703-739-0800; http://www.abiworld.org/
Oct. 4-8, 2010
TURNAROUND MANAGEMENT ASSOCIATION
TMA Annual Convention
JW Marriott Grande Lakes, Orlando, Florida
Contact: http://http://www.turnaround.org/
Dec. 2-4, 2010
AMERICAN BANKRUPTCY INSTITUTE
Winter Leadership Conference
Camelback Inn, Scottsdale, Arizona
Contact: 1-703-739-0800; http://www.abiworld.org/
BEARD AUDIO CONFERENCES
2006 BACPA Library
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com
BEARD AUDIO CONFERENCES
BAPCPA One Year On: Lessons Learned and Outlook
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Calpine's Chapter 11 Filing
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Carve-Out Agreements for Unsecured Creditors
Contact: 240-629-3300; http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Changes to Cross-Border Insolvencies
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Changing Roles & Responsibilities of Creditors' Committees
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Chinas New Enterprise Bankruptcy Law
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Clash of the Titans -- Bankruptcy vs. IP Rights
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Coming Changes in Small Business Bankruptcy
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
for Navigating the Restructuring Process
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com
BEARD AUDIO CONFERENCES
Dana's Chapter 11 Filing
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Deepening Insolvency Widening Controversy: Current Risks,
Latest Decisions
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Diagnosing Problems in Troubled Companies
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Distressed Claims Trading
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Distressed Market Opportunities
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Distressed Real Estate under BAPCPA
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Employee Benefits and Executive Compensation under the New
Code
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Equitable Subordination and Recharacterization
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Examining the Examiners: Pros and Cons of Using
Examiners in Chapter 11 Proceedings
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com
BEARD AUDIO CONFERENCES
Fundamentals of Corporate Bankruptcy and Restructuring
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Handling Complex Chapter 11
Restructuring Issues
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Healthcare Bankruptcy Reforms
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
High-Yield Opportunities in Distressed Investing
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Homestead Exemptions under BAPCPA
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Hospitals in Crisis: The Insolvency Crisis Plaguing
Hospitals Across the U.S.
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
IP Rights In Bankruptcy
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
KERPs and Bonuses under BAPCPA
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
New 'Red Flag' Identity Theft Rules
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com
BEARD AUDIO CONFERENCES
Non-Traditional Lenders and the Impact of Loan-to-Own
Strategies on the Restructuring Process
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Partnerships in Bankruptcy: Unwinding The Deal
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Privacy Rights, Protections & Pitfalls in Bankruptcy
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Real Estate Bankruptcy
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Reverse Mergersthe New IPO?
Audio Conference Recording
Contact: 240-629-3300;
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BEARD AUDIO CONFERENCES
Second Lien Financings and Intercreditor Agreements
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Surviving the Digital Deluge: Best Practices in E-Discovery
and Records Management for Bankruptcy Practitioners
and Litigators
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Technology as a Competitive Advantage For Todays Legal
Processes
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
The Battle of Green & Red: Effect of Bankruptcy
on Obligations to Clean Up Contaminated Property
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
The Subprime Sector Meltdown:
Legal Developments and Latest Opportunities
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Twenty-Day Claims
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Using Virtual Data Rooms to Expedite Corporate Restructuring
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com
BEARD AUDIO CONFERENCES
Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
Validating Distressed Security Portfolios: Year-End Price
Validation and Risk Assessment
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
BEARD AUDIO CONFERENCES
When Tenants File -- A Landlord's BAPCPA Survival Guide
Audio Conference Recording
Contact: 240-629-3300;
http://www.beardaudioconferences.com/
* * *
Featured Conferences
Renaissance American Management and Beard Conferences presents
Oct. 30-31, 2008
Physician Agreements & Ventures
The Millennium Knickerbocker Hotel - Chicago
Brochure will be available soon!
Nov. 17-18, 2008
Distressed Investing
The Helmsley Park Lane - New York
Brochure will be available soon!
* * *
Beard Audio Conferences presents
Bankruptcy and Restructuring Audio Conference CDs
More information and list of available titles at:
http://beardaudioconferences.com/bin/topics?category_id=BAR
* * *
The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts. The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Sheryl Joy P. Olano, Shimero R. Jainga, Ronald C. Sy, Joel
Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador, Ludivino
Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, Joseph
Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.
Copyright 2008. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each. For subscription information, contact Christopher Beard
at 240/629-3300.
*** End of Transmission ***