/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/081208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 8, 2008, Vol. 12, No. 292 Headlines 730 BIENVILLE: Case Summary & 20 Largest Unsecured Creditors 86-92 HAMILTON: Voluntary Chapter 11 Case Summary ABITIBI-CONSOLIDATED: S&P Cuts Sr. Unsec. Debt Rating to 'CCC-' ABITIBIBOWATER INC: S&P Junks Corp. Credit Ratings; Outlook Neg. ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B1' ADARE HOMES: Case Summary & Four Largest Unsecured Creditors ALOHA AIRLINES: Yucaipa Cos. Units Take IP Assets for $750,000 ALPHA MEDIA: Weak Liquidity Cues Moody's to Junk Ratings ALPHA RED: Case Summary & 20 Largest Unsecured Creditors ARCHWAY COOKIES: Court Okays $30 Million Sale to Lance Inc. ARCHWAY COOKIES: Kellogg Buys Mother's Cookies Brands & Recipes ASHDOWN ROSES: Case Summary & 20 Largest Unsecured Creditors BELDEN INC: 20% Cut on Workforce Won't Affect S&P's 'BB+' Rating BELLAIRE-NBC: Case Summary & 2 Largest Unsecured Creditors BENJAMIN CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors BF SAUL: S&P Puts 'BB-' Sr. Secured Debt Rating on $250MM Notes BLUE GENES: Case Summary & 20 Largest Unsecured Creditors BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors BOWATER CANADIAN: S&P Cuts Senior Unsecured Debt Rating to 'CCC-' BOWATER INC: Debt Maturity Cues S&P to Junk Corp. Credit Rating CAPITAL ONE: Chevy Chase Deal Won't Affect Fitch's Low-B Ratings CARLYLE GROUP: Lays Off 10% of Staff & Closes Office CCM MERGER: Moody's Downgrades CFR to 'B3'; Outlook Negative CELESTINE WOLF: Case Summary & 3 Largest Unsecured Creditors CENTURY ALUMINUM: Moody's Reviews 'Ba3' CFR for Possible Downgrade CHARTER COMMUNICATIONS: Discloses Final Results of Notes Offering CHARTER COMMUNICATIONS: Sept. 30 Balance Sheet Upside-Down by $8BB CHEMOKINE THERAPEUTICS: Sends BIA Offer; Deloitte Tapped Receiver CHESAPEAKE CORPORATION: Posts $277MM Net Loss in Last 9 Months CHEVY CHASE: Moody's Reviews Unit's 'Ba1' Preferred Stock Rating CHRYSLER LLC: Hires Jones Day as Attys. for Possible Bankruptcy CIALES UNIFORMS: Case Summary & 20 Largest Unsecured Creditors CIFG ASSURANCE: Moody's Cuts Rating on Four Cert. Classes to 'B3' CLOROX COMPANY: EVP Sells Shares Acquired Thru Stock Option CLOROX COMPANY: September 30 Balance Sheet Upside-Down by $370MM COLONIAL GARDENS: Case Summary & 20 Largest Unsecured Creditors COMFORT COMPANY: Files Reorganization Plan & Disc. Statement COMMONWEALTH LAND: S&P Revises Counterparty Rating to R From BB- CONFRONTATION CHURCH: Case Summary & 2 Largest Creditors COUNTRY GARDEN: Voluntary Chapter 11 Case Summary DEAN HEMBREE: Case Summary & 20 Largest Unsecured Creditors DOUGLAS SAAREL: Case Summary & 20 Largest Unsecured Creditors EL POLLO: S&P Junks Corporate Credit Rating; Outlook Negative ELIAS NAMAN II: Case Summary & 20 Largest Unsecured Creditors ERIC GLASSER: Case Summary & 20 Largest Unsecured Creditors FAIRFAX FINANCIAL: Fitch BB+ Ratings Unmoved by Northbridge Offer FINLAY FINE: Distressed Exchange of Notes Cues Moody's 'D' Rating FINLAY ENTREPRISES: S&P Raises Corporate Credit Rating to 'CCC' FITNESS HOLDINGS: May Use Cash Collateral Until Dec. 21, 2008 FITNESS HOLDINGS: May Employ Kibel Green as Financial Advisors FLORIDA LAND: Case Summary & 2 Largest Unsecured Creditors FORD MOTOR: Seeks Financial Support From Canadian Gov't FORD MOTOR: Will Review Strategic Alternatives for Volvo Cars FORD MOTOR: GVP Sells 8,522 Shares of Common Stock GENERAL MOTORS: May Replace Rick Wagoner as CEO GENERAL MOTORS: S&P Downgrades Corporate Credit Rating to 'CC' GRAYSTONE AT WHISPERING PINES: Case Summary & 2 Largest Creditors HAROLD'S STORES: Gets Final Approval to Use $22 Mil. WFR Facility HAWAIIAN TELCOM: S&P Rating on Senior Facilities Tumble to 'D' HAWAIIAN TELCOM: Wins Interim OK to Use $75MM Cash Collateral HENDERSON SENIOR: Case Summary & 20 Largest Unsecured Creditors HIGHER PINEY: Voluntary Chapter 11 Case Summary HIGHLAND CREDIT: Declares $0.1 Per Share Distribution HOME INTERIORS: Gets Go Signal to Sell Assets at Jan. 15 Auction HUDSON CAPITAL: Voluntary Chapter 11 Case Summary iFLOOR INC.: Case Summary & 20 Largest Unsecured Creditors INTERFACE INC: Moody's 'B1' CFR Unaffected by Exchange Offer INTERLINK-US: Sept. 30 Balance Sheet Upside Down by $492,976 INTERSTATE BAKERIES: Court Confirms Amended Joint Plan INTROGEN THERAPEUTICS: NASDAQ Delists Shares on December 9 INTROGEN THERAPEUTICS: Case Summary & 20 Largest Creditors ISLE OF CAPRI: S&P Cuts Corporate Credit Rating to 'B' From 'B+' JAMES CANTON: Voluntary Chapter 11 Case Summary JAMES MICHAEL: Case Summary & 17 Largest Unsecured Creditors JOAN SOLOMONT: Voluntary Chapter 11 Case Summary KIMBALL HILL: Will Sell All Assets, to Go Out of Business KLEIN LLC: Case Summary & 5 Largest Unsecured Creditors KLIO III: Moody's Puts $3.58 Mil. Notes 'Ba2' Rating on Review LAND TITLE: S&P Withdraws 'BB-' Ratings After Merger LANAI PROPERTIES: Voluntary Chapter 11 Case Summary LAWYERS TITLE: S&P Changes Counterparty Rating to 'R' From 'BB-' LEHMAN BROTHERS: Customers Have Until Jan. 30 to File SIPA Claims LEOMINSTER BUSINESS: Case Summary & 20 Largest Unsecured Creditors LISA MINI: Case Summary & 15 Largest Unsecured Creditors MARK DOWNEY: Voluntary Chapter 11 Case Summary MARSHFIELD AND SANDWICH: Voluntary Chapter 11 Case Summary MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors MERCURY COMPANIES: Panel Seeks Appointment of Chapter 11 Trustee MERCURY COMPANIES: Seeks Court OK to Sell Plane to Global Jet Mgt. MICHAEL HARRELSON: Voluntary Chapter 11 Case Summary MINERVA REAL: Voluntary Chapter 11 Case Summary MODTECH HOLDINGS: Taps Winthrop Couchot as Insolvency Counsel MODTECH HOLDINGS: U.S. Trustee Adds 4 Members to Creditors Panel MOHHAMAD ASSADI: Case Summary & Eight Largest Unsecured Creditors MORGAN STANLEY: Fitch Affirms Rating on $8.4-Mil. Class J at 'B' MT WILSON: Moody's Cuts Rating on $32 Mil. Class D Notes to 'Ba2' NATIONAL AMUSEMENT: Viacom Will Cut 7% of Workforce NEXSTAR FINANCE: Moody's Cuts Corporate Family Rating to 'B3' OPEN SOLUTIONS: Weak Performance Cues Moody's to Downgrade Ratings PALM INC: November Sales Drop Cues S&P to Junk Ratings PC HOTELS: Case Summary & 20 Largest Unsecured Creditors PCK HOLDINGS: Case Summary & 13 Largest Unsecured Creditors PEERLESS SELF STORAGE: Voluntary Chapter 11 Case Summary PFF BANCORP: Files for Chapter 11 Bankruptcy in Delaware PFF BANCORP: Case Summary & 27 Largest Unsecured Creditors PIAZZA SAN LORENZO: Case Summary & 20 Largest Unsecured Creditors PINE RIDGE: Case Summary & 20 Largest Unsecured Creditors PLCP, L.P.: Case Summary & 20 Largest Unsecured Creditors PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB-' R-GROUP INVESTMENTS: Case Summary & Largest Unsecured Creditor RAM HOLDINGS: Moody's Downgrades Preference Share Rating to 'B2' READER'S DIGEST: Moody's Downgrades Sr. Sub. Note Rating to 'Caa2' RECYCLED PAPER: Moody's Confirms 'Caa3' CFR; Outlook Negative RED OAKS: Court Converts Case to Chapter 7; Trustee Appointed RICHARD AREA: Case Summary & Five Largest Unsecured Creditors RIDER AUTO: Voluntary Chapter 11 Case Summary ROADWAY LLC: S&P Cuts Corporate Credit Rating to 'CC' From 'B' RONALD C. AKERS: Case Summary & 20 Largest Unsecured Creditors RUDY RENDEROS: Case Summary & 12 Largest Unsecured Creditors RYERSON INC: Moody's Junks Ratings on Notes due 2014 & 2015 SBARRO INC: S&P Junks Ratings on Revolving & Term Loans SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to BB-; Outlook Neg. SEARS ROEBUCK: S&P Downgrades Rating to Corp. Credit Rating 'BB-' SEARS DC: S&P Downgrades Rating to 'BB-' From 'BB' SEARS CANADA: S&P Downgrades Rating to 'BB-' SECURITY NATIONAL: S&P Junks Rating on Class B-1 Certificates SEMINOLE HARD: Moody's Affirms 'B1' Ratings; Outlook Negative SHAWN BOULET: Case Summary & 20 Largest Unsecured Creditors SJ LAND: Taps Winthop Couchot as General Insolvency Counsel SJ LAND: Files Schedules of Assets and Liabilities SMART & FINAL: S&P Assigns 'B+' Issue Rating on Healthy Sales STATE STREET: Will Lay Off 6% of Workforce to Cut Costs STATE STREET: Workforce Reduction Has No Impact on Fitch Ratings STAYTON SW: Case Summary & 20 Largest Unsecured Creditors TECHSUN BUILDERS: Case Summary & Two Largest Unsecured Creditors TITLE INSURANCE: S&P Withdraws 'BB-' Ratings After Merger TRANSNATION TITLE: S&P Withdraws 'BB-' Ratings After Merger TRIBUNE CO: Weighs Chapter 11, Taps Lazard & Sidley Austin TWEETER OPCO: Court to Convert Case to Chapter 7 Liquidation TWEETER OPCO: Engages Richards Layton as Bankruptcy Attys. TWEETER OPCO: Seeks to Auction Off Leases to Closing Stores US AIRWAYS: Wellington Raises Stake to 12.90% US AIRWAYS: Gets DOT Slot Exemptions At Reagan Airport US AIRWAYS: Judge Refuses to Block America West Pilot Layoffs VICORP RESTAURANTS: Plan Filing Period Extended to March 2, 2009 WAMU MORTGAGE: S&P Keeps CCC Ratings on 2 Classes of Sub. Certs. WAMU MORTGAGE: S&P Keeps 'CCC' Ratings on Three Classes of Notes WELLSTONE: Case Summary & Three Largest Unsecured Creditors WESTPOINT APPAREL: Voluntary Chapter 11 Case Summary WHITE BUFFALO: Voluntary Chapter 11 Case Summary WILLIAM STANEK: Case Summary & 20 Largest Unsecured Creditors WOODSIDE GROUP: Court Appoints Paul Aronzon as Chapter 11 Examiner WOODSIDE GROUP: Panel May Not File Chapter 11 vs. Zion Borrowers YELLOW CORP: S&P Cuts Corporate Credit Rating to 'C' From 'CCC+' YELLOW FREIGHT: S&P Cuts Corp. Credit Rating to 'C' From 'CCC+' YRC WORLDWIDE: S&P Junks Corporate Credit Rating; Watch Negative * Moody's Says Building Materials Industry Outlook Is Negative * Moody's Says Outlook for Global Airline Industry Stays Negative * S&P Junks Rating on 93 Classes After FGIC Rating Downgrade * Federal Reserve Urges Gov't to Mull Steps to Stop Foreclosures * BOND PRICING: For the Week of Dec. 1 - Dec. 5, 2008 ********* 730 BIENVILLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: 730 Bienville Partners, Ltd. A Partnership in Commendam P.O. Box 57929 New Orleans, LA 70157 Bankruptcy Case No.: 08-12949 Chapter 11 Petition Date: December 2, 2008 Court: Eastern District of Louisiana (New Orleans) Judge: Elizabeth W. Magner Debtor's Counsel: Jan Marie Hayden, Esq. jhayden@hellerdraper.com 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 581-9595 Fax: (504) 522-0949 Estimated Assets: $10,000,000 to $50,000,000 Estimated Debts: $10,000,000 to $50,000,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Comone Inc. - $44,546 110 Veterans Memorial Boulevard Suite 180A Metairie, LA 70002 Carver, Darden, Koretzky, - $41,228 Tessier, Finn 1100 Poydras St., Suite 2700 New Orleans, LA 70157 Century Hotels Inc. - $39,632 P.O. Box 57929 New Orleans, LA 70157 Entergy - $27,107 Royal Laundry - $23,550 Bert Leaveau Boiler & - $16,308 Heating Co. Central Parking System - $14,193 Coventry Health Care of - $11,704 Louisiana Regions Equipment Finance - $11,395 Sewerage & Water Board - $11,143 Brister Stephens Inc. - $10,391 The Derbes Law Firm, LLC - $10,125 Harbor Linen - $6,947 Total Facility Services - $6,267 Premier Source, Inc. - $5,972 Latter & Blum Inc./Realtors - $5,600 Virtual-Agent Services, Inc. - $5,225 Ambassadors - $4,188 A Zulli Silver, Co. - $4,024 TLC Services, Inc. - $4,015 The petition was signed by Brett T. Smith, vice president of the general partner of the company. 86-92 HAMILTON: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 86-92 Hamilton Street Realty, LLC 20 Sigourney Street Jamaica Plain, MA 02130 Tel: (617) 304-5145 Bankruptcy Case No.: 08-19212 Type of Business: The Debtor operates a real estate company. Chapter 11 Petition Date: December 2, 2008 Court: District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Herbert Weinberg, Esq. hweinberg@jrhwlaw.com Rosenberg & Weinberg 805 Turnpike St., Suite. 201 North Andover, MA 01845 Tel: (978) 683-2479 Fax: (978) 682-3041 Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by manager Dora Aja. ABITIBI-CONSOLIDATED: S&P Cuts Sr. Unsec. Debt Rating to 'CCC-' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit ratings on Montreal-based AbitibiBowater Inc. and its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two notches to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered the senior unsecured debt ratings on Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater, Bowater Canada Finance Corp., and Bowater Canadian Forest Products Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit rating on AbitibiBowater). The recovery ratings on each issue remain at '5', reflecting modest (10%-30%) recovery in the event of default. S&P also lowered the secured debt ratings on Abitibi- Consolidated to 'B-' from 'B+'. The recovery ratings remain at '1', reflecting very high (90%-100%) recovery in the event of default. In addition, S&P lowered the ratings on AbitibiBowater's convertible notes to 'CCC-' from 'CCC+' and assigned a '5' recovery rating to the notes. "The downgrade reflects a large upcoming debt maturity and Standard & Poor's uncertainty as to AbitibiBowater's ability to refinance given tight credit markets, weak liquidity, high debt level, and an expected decline in newsprint demand and prices," said S&P's credit analyst Jatinder Mall. "Our key concern is the upcoming debt maturities at Abitibi-Consolidated and Bowater as neither company has sufficient liquidity or free cash generation to pay down these maturities," Mr. Mall added. Given the tight credit markets, there is heightened uncertainty over the parent's ability to refinance these debt maturities. Abitibi-Consolidated has a US$347 million secured 364-day loan due March 31, 2009, and only US$206 million in liquidity, while Bowater has a US$144 million revolver and US$248 million in bonds due in the summer of 2009, with only US$176 million in liquidity. In normal market conditions the companies could sell assets to shore-up liquidity. However, S&P believes that option is limited given the current credit markets because a potential buyer would also need to come up with financing. Furthermore, the two companies have another US$1 billion of debt maturing in 2010. Although S&P rates Abitibi-Consolidated and Bowater separately, the ratings are becoming more linked as AbitibBowater has begun moving assets from these two subsidiaries to directly under it and taking on debt to provide funds for and guarantee subsidiary obligations. Management's ultimate goal is to have one facility at the parent level and provide its subsidiaries with funding as needed. The ratings on AbitibiBowater and its subsidiaries reflect their participation in the declining newsprint market, a highly leveraged capital structure, and weak cash flow generation. In S&P's view, these risks are partially offset by the company's leading market position in the newsprint market and improving profitability as a result of synergies and high-cost mill closures. AbitibiBowater is the largest newsprint producer in North America, with annual capacity of about 5.3 million metric tons. The company also produces coated and uncoated paper, pulp, and wood products. It has pulp and paper, and wood product facilities in Canada, the U.S., South Korea, and the U.K. The negative outlook on AbitibiBowater, Abitibi-Consolidated, and Bowater reflects S&P's uncertainty of each company's ability to refinance large upcoming debt maturities, as well as what S&P see as weak market conditions in 2009 for the newsprint, pulp, and lumber business segments. S&P would place the ratings on Abitibi- Consolidated on CreditWatch negative in early 2009 if the subsidiary is unable to refinance upcoming debt maturities by February 2009. A similar rating action would be taken on Bowater as its debt maturity dates draw nearer. An upgrade, although unlikely in the near term, would require meaningful deleveraging of the company's balance sheet and a leverage ratio of 7x. ABITIBIBOWATER INC: S&P Junks Corp. Credit Ratings; Outlook Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit ratings on Montreal-based AbitibiBowater Inc. and its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two notches to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered the senior unsecured debt ratings on Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater, Bowater Canada Finance Corp., and Bowater Canadian Forest Products Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit rating on AbitibiBowater). The recovery ratings on each issue remain at '5', reflecting modest (10%-30%) recovery in the event of default. S&P also lowered the secured debt ratings on Abitibi- Consolidated to 'B-' from 'B+'. The recovery ratings remain at '1', reflecting very high (90%-100%) recovery in the event of default. In addition, S&P lowered the ratings on AbitibiBowater's convertible notes to 'CCC-' from 'CCC+' and assigned a '5' recovery rating to the notes. "The downgrade reflects a large upcoming debt maturity and Standard & Poor's uncertainty as to AbitibiBowater's ability to refinance given tight credit markets, weak liquidity, high debt level, and an expected decline in newsprint demand and prices," said S&P's credit analyst Jatinder Mall. "Our key concern is the upcoming debt maturities at Abitibi-Consolidated and Bowater as neither company has sufficient liquidity or free cash generation to pay down these maturities," Mr. Mall added. Given the tight credit markets, there is heightened uncertainty over the parent's ability to refinance these debt maturities. Abitibi-Consolidated has a US$347 million secured 364-day loan due March 31, 2009, and only US$206 million in liquidity, while Bowater has a US$144 million revolver and US$248 million in bonds due in the summer of 2009, with only US$176 million in liquidity. In normal market conditions the companies could sell assets to shore-up liquidity. However, S&P believes that option is limited given the current credit markets because a potential buyer would also need to come up with financing. Furthermore, the two companies have another US$1 billion of debt maturing in 2010. Although S&P rates Abitibi-Consolidated and Bowater separately, the ratings are becoming more linked as AbitibBowater has begun moving assets from these two subsidiaries to directly under it and taking on debt to provide funds for and guarantee subsidiary obligations. Management's ultimate goal is to have one facility at the parent level and provide its subsidiaries with funding as needed. The ratings on AbitibiBowater and its subsidiaries reflect their participation in the declining newsprint market, a highly leveraged capital structure, and weak cash flow generation. In S&P's view, these risks are partially offset by the company's leading market position in the newsprint market and improving profitability as a result of synergies and high-cost mill closures. AbitibiBowater is the largest newsprint producer in North America, with annual capacity of about 5.3 million metric tons. The company also produces coated and uncoated paper, pulp, and wood products. It has pulp and paper, and wood product facilities in Canada, the U.S., South Korea, and the U.K. The negative outlook on AbitibiBowater, Abitibi-Consolidated, and Bowater reflects S&P's uncertainty of each company's ability to refinance large upcoming debt maturities, as well as what S&P see as weak market conditions in 2009 for the newsprint, pulp, and lumber business segments. S&P would place the ratings on Abitibi- Consolidated on CreditWatch negative in early 2009 if the subsidiary is unable to refinance upcoming debt maturities by February 2009. A similar rating action would be taken on Bowater as its debt maturity dates draw nearer. An upgrade, although unlikely in the near term, would require meaningful deleveraging of the company's balance sheet and a leverage ratio of 7x. ACCO BRANDS: Moody's Downgrades Corporate Family Rating to 'B1' --------------------------------------------------------------- Moody's Investors Service lowered ACCO Brands Corporation's corporate family and probability of default ratings to B1 and lowered its senior secured rating to Ba2 (LGD2, 27%) and senior subordinated rating to B3 (LGD5, 87%). In addition, Moody's left the company's ratings under review for possible downgrade given Moody's concerns regarding ACCO's lack of flexibility under its current financial maintenance covenants. The ratings are lowered to reflect the likely revenue contraction and margin pressure as a result of the more protracted recession and strengthening dollar. The speculative grade liquidity rating is lowered to SGL-4 given ACCO's challenge to maintain sufficient cushion under its current financial covenants over the next 12 months as the economy remains weak and the existing metrics tighten. Moody's review will focus primarily on the company's steps to address the covenant constraints. Ratings lowered and remain under review for possible downgrade: -- Corporate Family rating to B1 from Ba3; -- Probability of Default rating to B1 from Ba3 -- Senior secured credit facilities to Ba2 from Ba1; (LGD2, 27%) -- Senior subordinated notes to B3 from B2; (LGD5, 87%) This rating was lowered: -- Speculative grade liquidity rating, to SGL-4 from SGL-3 The LGD assessments are not under review. The last rating action was on November 10, 2008 when Moody's placed the ratings under review for possible downgrade and lowered the Speculative Grade Liquidity rating to SGL-3. ACCO Brands Corporation is a leading supplier of branded office products, which are marketed in over 100 countries to retailers, wholesalers, and commercial end-users. The company reported net sales of approximately $1.83 billion for the trailing twelve months ended September 2008. ADARE HOMES: Case Summary & Four Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Adare Homes Johnstown Farms, LLC 7950 East Prentice Avenue, Suite 103 Greenwood Village, CO 80111 Bankruptcy Case No.: 08-29290 Type of Business: The Debtor builds houses. Chapter 11 Petition Date: December 2, 2008 Court: District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Lee M. Kutner, Esq. lmk@kutnerlaw.com Kutner Miller Brinen, PC 303 E. 17th Ave., Ste. 500 Denver, CO 80203 Tel: (303) 832-2400 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/colb08-29290.pdf The petition was signed by member William M. Purcell. ALOHA AIRLINES: Yucaipa Cos. Units Take IP Assets for $750,000 -------------------------------------------------------------- The Deal's Jamie Mason reports that two Yucaipa Cos. LLC affiliates -- Yucaipa Corp. Incentives Fund I LP and Yucaipa Corporate Initiatives Fund I LP -- made a winning credit bid of $750,000 for Aloha Airlines Inc.'s intellectual property. Chapter 7 Trustee counsel of Aloha Airlines said the Hon. Lloyd King of the United States bankruptcy Court for the District of Hawaii pushed back the sale hearing to Feb. 19, 2009 -- originally set on Dec. 3, 2008 -- due to the recent deal between Yucaipa and Mesa Air Group Inc, Mr. Mason relates. Judge King said he wants more time to review the deal between the parties, Mr. Mason says. Mr. Mason relates that the bid increased to $750,000 credit bid at the auction on Tuesday after Hawaiian Airlines made a competing $575,000 offer. The Yucaipa units were the designated stalking- horse bidder by virtue of their $500,000 credit bid and $25,000 in cash bid on Nov. 17, 2008, Mr. Mason says. Former Aloha Airlines personnel will receive certain-island travel benefits from Mesa Air Group Inc., Mr. Mason notes. According to the Troubled Company Reporter on Dec. 2, 2008, Mesa Air entered into a settlement with the former controlling shareholder of Aloha Airlines Inc. concerning the Aloha Airlines lawsuit over Mesa's Hawaiian inter-island flight services operated under the go! brand name. Under the terms of the settlement, and without admitting any wrongdoing, the parties agreed to these terms: -- Mesa will make a cash payment of $2 million; -- Mesa will issue shares of Mesa common stock equal to 10% of its currently outstanding shares; -- Mesa will provide certain Hawaiian inter-island travel benefits to the former employees of Aloha Airlines; -- In the event the shareholder is able to purchase the "Aloha" name in the upcoming bankruptcy court auction, it will license the "Aloha" name to Mesa. About Mesa Air Mesa Air -- http://www.mesa-air.com-- operates 152 aircraft with over 800 daily system departures to 126 cities, 38 states, the District of Columbia, Canada, and Mexico. Mesa operates as Delta Connection, US Airways Express and United Express under contractual agreements with Delta Air Lines, US Airways and United Airlines, respectively, and independently as Mesa Airlines and go!. In June 2006, Mesa launched Hawaiian inter-island service as go!. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The company, founded by Larry and Janie Risley in New Mexico in 1982, has approximately 4,100 employees and was awarded Regional Airline of the Year by Air Transport World magazine in 1992 and 2005. Mesa is a member of the Regional Airline Association and Regional Aviation Partners. On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of Mesa Air, unveiled plans to discontinue all operations by June 30 including its current scheduled services, citing record-high fuel prices, insufficient demand and a difficult operating environment as the main factors in its decision. About Aloha Airlines Inc. 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. ALPHA MEDIA: Weak Liquidity Cues Moody's to Junk Ratings -------------------------------------------------------- Moody's Investors Service downgraded all the credit ratings of Alpha Media Group Inc. and changed the outlook to negative. The Corporate Family Rating and Probability of Default Rating were lowered to Caa2 from B2, the first lien senior secured credit facility rating was lowered to Caa1 from B1 and the second lien senior secured term loan rating was lowered to Ca from Caa1. These rating actions conclude the review for possible downgrade initiated on August 27, 2008. The Caa2 CFR and negative outlook incorporate Alpha Media's weak liquidity profile, very high financial leverage and ongoing macroeconomic pressures that have reduced customer demand for magazine advertising pages. Year-to-date June 2008 operating results were materially lower than previously expected and Moody's has not been provided adequate information on third quarter financial results. Based on industry-wide trends in the consumer magazine sector, Moody's expect that Alpha Media's revenue and operating results over the intermediate term will be considerably lower than previously anticipated. The company fully drew down its $15 million revolver in September 2008 and at November 30, 2008 reported a cash balance of approximately $19 million. The higher debt balance, combined with a scheduled step-down in the maximum leverage covenant at September 30, 2008, leads Moody's to be concerned that the company could currently be in technical default of the leverage covenant. Moody's downgraded these ratings of Alpha Media: -- $15 million senior secured 1st lien revolver due 2012, to Caa1/LGD3 (37%) from B1/LGD3 (37%). -- $113 million senior secured 1st lien term loan due 2014, to Caa1/LGD3 (37%) from B1/LGD3 (37%). -- $40 million senior secured 2nd lien term loan due 2015, to Ca/LGD5(89%) from Caa1/LGD5 (89%). -- Corporate Family Rating, to Caa2 from B2 -- Probability of Default Rating, to Caa2 from B2 Subsequent to the actions, the ratings will be withdrawn for business reasons. Alpha Media's rating were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside Alpha Media's core industry and Alpha Media's ratings are believed to be comparable to those of other issuers of similar credit risk. The last rating action on Alpha Media occurred on August 27, 2008 when Moody's downgraded the CFR to B2 and placed all ratings on review for possible further downgrade. Headquartered in New York City, Alpha Media Group Inc. is a multimedia company that includes 'Maxim' and 'Blender' magazines and Maxim Digital. Revenues for the twelve month period ended June 30, 2008 were approximately $135 million. ALPHA RED: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Alpha Red, Inc. 1415 Louisiana, Suite 2220 Houston, TX 77002 Case No.: 08-37782 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Wesley W. Steen Debtor's Counsel: Christopher Adams, Esq. Okin & Adams LLP 1113 Vine Street, Suite 201 Houston, TX 77002 Tel: 713-228-4100 Fax: 888-865-2118 Email: cadams@okinadams.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb08-37782.pdf ARCHWAY COOKIES: Court Okays $30 Million Sale to Lance Inc. ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has approved Lance, Inc.'s bid to purchase substantially all of the assets of snack-food company Archway Cookies LLC. The U.S. Bankruptcy Court for the District of Delaware authorized Archway Cookies, LLC sell substantially all of its assets to Lance's unit Archer Acquisitions, LLC, free and clear of all claims and interests. Archer will also assume certain of Archway's liabilities and cure obligations related to Archway's contracts and leases that the buyer will assume. Archer topped three other bidders at a December 2, 2008 auction. The Court declared Brynwood Partners VI L.P. as backup bidder in the event Archway fails to close the sale. As reported in the Troubled Company Reporter on Nov. 20, 2008, the Court approved Lance to be the "stalking horse" bidder for the primary assets of Archway Cookies and Mother's Cake and Cookie Co. Lance, through unit Archway Acquisition Inc., was approved as the stalking horse bidder in connection with the bankruptcy court's approval of auction procedures for the sale of the assets. Under the terms of the Asset Purchase Agreement, Lance will acquire substantially all of the assets of Archway Cookies for approximately $30 million. The transaction is expected to close no later than Dec. 15, 2008. Lance will use available liquidity under its current credit facilities to fund the acquisition. "We're excited about this acquisition," commented David V. Singer, President and Chief Executive Officer of Lance. "Archway was founded in the 1930s, and has built solid market share in its niche of soft, home-style cookies. Archway is an excellent addition to our growing portfolio of consumer preferred niche brands. We are looking forward to reopening the Ashland, Ohio production facility, where we intend to produce Archway cookies. This facility will also provide the capacity to support growth in our existing business and capabilities that will broaden the products we can offer our Private Brands customers, thus supporting our growth goals for our non-branded business." "We are very pleased with Lance, Inc.'s purchase of Archway Cookies, a transaction that means putting people back to work in Ohio," said Lieutenant Governor Lee Fisher, who also serves as Director of the Ohio Department of Development. "We look forward to working together on this successful collaboration and doing everything we can to help Lance, Inc. prosper in Ohio." Headquartered in Battle Creek, Michigan, Archway Cookies, LLC, -- http://www.archwaycookies.com/-- makes soft-baked cookies. And crackers. In 1998, Specialty Foods Corp. acquired the Debtors' for about $100 million. Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie Company and Archway Cookies from The Specialty Foods Acquisition Corporation for $250 million in 2000. Parmalat later sold its North American Bakery Group, which includes the Archway brands, Mother's brands and the U.S. and Canadian private label cookie businesses, to the private equity firm Catterton Partners and their operating partner Insight Holdings in 2005. Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Case No. 08-12323). Its affiliate, Mother's Cake & Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No. 08-12326). Michael R. Lastowski, Esq., at Duane Morris, LLP, represent the Debtors in their restructuring efforts. In their filing, the Debtors listed estimated assets of between $50 million and $100 million and estimated debts of between $500 million and $1 billion. ARCHWAY COOKIES: Kellogg Buys Mother's Cookies Brands & Recipes --------------------------------------------------------------- Kellogg Company will acquire the trademarks and recipes of Mother's Cake & Cookie Co. Kellogg did not purchase any other assets of the company. The closing was expected to be finalized on Dec. 4. "Mother's Cookies' brands are a complementary fit to our existing cookie portfolio," said David Mackay, President and Chief Executive Officer, Kellogg Company. "We will use our brand- building and innovation expertise, our understanding of the cookie category as well as our existing distribution infrastructure to grow the Mother's Cookies business." Kellogg will reintroduce many of Mother's Cookies most popular cookies. Mother's Cookies brands include iced animal crackers, sandwich cookies and wire cut cookies. The Mother's Cookie brands will be managed as part of Kellogg's Snacks business unit, whose cookie brands include Chips Deluxe(R), Fudge Shoppe(R), Sandies(R) and Murray(R) Sugar Free, among others. About Kellogg With 2007 sales of nearly $12 billion, Kellogg Company -- http://www.kelloggcompany.com-- produces of cereal and a leading producer of convenience foods, including cookies, crackers, toaster pastries, cereal bars, frozen waffles and meat alternatives. The company's brands include Kellogg's(R), Keebler(R), Pop-Tarts(R), Eggo(R), Cheez-It(R), Club(R), Nutri- Grain(R), Rice Krispies(R), Special K(R), All-Bran(R), Mini- Wheats(R), Morningstar Farms(R), Famous Amos(R), Ready Crust(R) and Kashi(R). Kellogg products are manufactured in 19 countries and marketed in more than 180 countries around the world. About Archway Cookies Battle Creek, Michigan-based Archway Cookies, LLC,-- http://www.archwaycookies.com/-- makes soft-baked cookies. and crackers. In 1998, Specialty Foods Corp. acquired the Debtors' for about $100 million. Parmalat Finanziaria of Italy acquired Mother's Cake and Cookie Company and Archway Cookies from The Specialty Foods Acquisition Corporation for $250 million in 2000. Parmalat later sold its North American Bakery Group, which includes the Archway brands, Mother's brands and the U.S. and Canadian private label cookie businesses, to the private equity firm Catterton Partners and their operating partner Insight Holdings in 2005. Archway Cookies filed for Chapter 11 protection on Oct. 6, 2008 (Bankr. D. Del. Case No. 08-12323). Its affiliate, Mother's Cake & Cookie Co. also filed for bankruptcy (Bankr. D. Del. Case No. 08-12326). Michael R. Lastowski, Esq., at Duane Morris, LLP, represent the Debtors in their restructuring efforts. In their filing, the Debtors listed estimated assets of between $50 million and $100 million and estimated debts of between $500 million and $1 billion. ASHDOWN ROSES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Ashdown Roses, Ltd. P.O. Box 129 Campobello, SC 29322 Bankruptcy Case No.: 08-07716 Type of Business: The Debtor sells antique, climbing & garden roses. See: http://www.ashdownroses.com/ Chapter 11 Petition Date: November 26, 2008 Court: District of South Carolina (Spartanburg) Judge: Helen E. Burris Debtor's Counsel: Robert H. Cooper, Esq. bknotice@thecooperlawfirm.com 3523 Pelham Road, Suite B Greenville, SC 29615 Tel: (864) 271-9911 Total/Estimated Assets: Total/Estimated Debts: A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/scb08-07716.pdf The petition was signed by owner and chief executive officer Paul F. Zimmerman. BELDEN INC: 20% Cut on Workforce Won't Affect S&P's 'BB+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on St. Louis, Missouri-based Belden Inc. (BB+/Stable/--) will not be affected by the company's announcement that it will streamline its operations worldwide, including a workforce reduction of approximately 1,800 staff members (or about 20% of total workforce) and consolidate some of its manufacturing plants, to reflect currently challenging market conditions. Belden expects to incur one-time charges to between $55 million and $65 million pretax, including cash costs of $35 million to $40 million over next few quarters. The company also expects these actions to provide annualized cost savings of about $30 million in 2009 and $50 million by 2011. Over the past few years, Belden has engaged in restructuring activities to better align its global manufacturing and sales presence in close proximity to its customers and suppliers. It has pruned its product portfolio by eliminating lower margin, commoditized products. The recessionary environment currently faced by Belden and its customers has led to the need to accelerate adjustments of its cost structure. Belden has maintained a solid financial profile for the rating over the past few years, with debt to EBITDA at about 2x at Sept. 30, 2008, and below 2.5x since 2005. The rating and outlook incorporate some capacity for higher leverage as demand declines over the near term due to significant economic headwinds. The company had adequate liquidity as of Sept. 30, 2008, with $215 million of cash on hand and approximately $103 million of borrowing capacity on its revolving credit facility. S&P will consider a negative outlook if leverage rises to the 2.75x level, depending on the demand outlook at that point. BELLAIRE-NBC: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Bellaire-NBC Parcel Development, LLC 7500 Bellaire Blvd., Suite 201 Houston, TX 77036 Case No.: 08-37748 Petition Date: December 2, 2008 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Bennett G Fisher, Esq. Fisher and Associates PC 1800 Two Houston Center 909 Fannin St Houston, TX 77010-0000 Tel: 713-223-8400 Fax: 713-609-7766 Email: bgf@fisherlaw.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb08-37748.pdf BENJAMIN CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Benjamin Construction, Inc. fdba Benjamin Enterprises, Inc. 6900 Six Forks Road, Suite 110 Raleigh, NC 27615 Bankruptcy Case No.: 08-08476 Type of Business: The Debtor provides construction and facility services. See: http://www.benjaminconstruction.com/ Chapter 11 Petition Date: November 26, 2008 Court: Eastern District of North Carolina (Wilson) Judge: A. Thomas Small Debtor's Counsel: Gerald A. Jeutter, Jr., Esq. Gerald A. jeutter, Jr., Attorney at Law PA jeb@jeutterlaw.com PO Box 12585 Raleigh, NC 27605-2585 Tel: (919) 334-6631 Fax: (919) 833-9793 Total Assets: $2,348,816 Total Debts: $4,858,113 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-08476.pdf The petition was signed by president John B. Gist. BF SAUL: S&P Puts 'BB-' Sr. Secured Debt Rating on $250MM Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its 'BBB-' long-term counterparty credit rating on Chevy Chase Bank FSB on CreditWatch with positive implications following the announcement that Capital One Financial Corp. (BBB+/Stable/--) has agreed to acquire the bank. At the same time, S&P placed its 'BB-' counterparty credit and senior secured debt ratings on the B.F. Saul Real Estate Investment Trust's $250 million notes on CreditWatch with negative implications. As announced, the purchase price of $520 million will include a $450 million cash payment and $75 million in stock to its privately held owners. Chevy is 80% owned by B.F. Saul Real Estate Investment Trust. Following the successful completion of the acquisition, S&P expects to upgrade Chevy, equalizing the ratings with those on Capital One's bank subsidiaries (A-/Stable/A-2). "We believe B.F. Saul's notes will be defeased or called with proceeds from the sale of the bank. At that time, S&P would withdraw the rating. If the notes are not defeased or called, then S&P would lower the rating, reflecting the REIT's limited business and earnings capacity following the sale of its main asset -- the bank," said S&P's credit analyst Dan Teclaw. BLUE GENES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Blue Genes, Inc. #214, 3400 Around Lenox Drive Atlanta, GA 30326 Case No.: 08-84980 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Leon S. Jones, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: 404-564-9301 Email: ljones@joneswalden.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb08-84980.pdf BLUE RIDGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Blue Ridge Shadows Hotel & Conference Center, LLC 111 Hospitality Drive Front Royal, VA 22630 Case No.: 08-51271 Affiliate filing separate Chapter 11 petition: Debtor Case Number ------ ----------- Blue Ridge Shadows, LLC 08-51272 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court Western District of Virginia (Harrisonburg) Judge: Ross W. Krumm Debtor's Counsel: Timothy J. McGary, Esq. 10500 Sager Ave., Suite G Fairfax, VA 22030 Tel: (703) 352-4985 Email: tjm@mcgary.com Total Assets: $24,799,980 Total Debts: $19,682,210 Debtors' List of 20 Largest Unsecured Claims Entity Nature of Claim Claim Amount ------ --------------- ------------ Herman/Stewart Construction $525,608 4550 Forbes Blvd, Suite 200 Lanham, MD 20706 Hospitality Group Claim of management $407,835 370 Neff Ave, Suite U company for Harrisonburg, VA 22801 contribution of invoices for hotel purchases billed in management company name. Rappawan $343,928 PO Box 346 Front Royal, VA 22630 Corporate & Franchise Purchase of hotel $221,733 Interiors furnishings WL Construction & Paving Purchase of paving $148,153 American of Martinsville, Inc. Purchase of hotel $92,905 room furnishings Executive Protection Systems Purchase of hotel $56,034 security and A/V equipment Valley Renovators, Inc. $40,964 Hospitality Hotel Group, LLC Expense thru 3/31/08 $38,698 American Hotel Register Purchase of hotel $36,325 Company equipment and furnishings The Simmons Manufacturing Purchase of hotel $28,530 Co., LLC bedding GeoConcepts Engineering, Inc. $27,378 Perry Engineering Company, Inc. $22,540 Concrete FX $19,620 Atlas Foundations of Washington $17,900 CCI, Inc. Purchase and $17,660 installation of hotel wireless network MTS Seating Purchase of hotel $17,498 equipment Geotechnical Consulting $15,375 and Testing, Inc Fitness Resource Purchase of hotel $15,242 fitness room equipment Lenhart Obenshain, P.C. $9,226 BOWATER CANADIAN: S&P Cuts Senior Unsecured Debt Rating to 'CCC-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit ratings on Montreal-based AbitibiBowater Inc. and its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two notches to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered the senior unsecured debt ratings on Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater, Bowater Canada Finance Corp., and Bowater Canadian Forest Products Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit rating on AbitibiBowater). The recovery ratings on each issue remain at '5', reflecting modest (10%-30%) recovery in the event of default. S&P also lowered the secured debt ratings on Abitibi- Consolidated to 'B-' from 'B+'. The recovery ratings remain at '1', reflecting very high (90%-100%) recovery in the event of default. In addition, S&P lowered the ratings on AbitibiBowater's convertible notes to 'CCC-' from 'CCC+' and assigned a '5' recovery rating to the notes. "The downgrade reflects a large upcoming debt maturity and Standard & Poor's uncertainty as to AbitibiBowater's ability to refinance given tight credit markets, weak liquidity, high debt level, and an expected decline in newsprint demand and prices," said S&P's credit analyst Jatinder Mall. "Our key concern is the upcoming debt maturities at Abitibi-Consolidated and Bowater as neither company has sufficient liquidity or free cash generation to pay down these maturities," Mr. Mall added. Given the tight credit markets, there is heightened uncertainty over the parent's ability to refinance these debt maturities. Abitibi-Consolidated has a US$347 million secured 364-day loan due March 31, 2009, and only US$206 million in liquidity, while Bowater has a US$144 million revolver and US$248 million in bonds due in the summer of 2009, with only US$176 million in liquidity. In normal market conditions the companies could sell assets to shore-up liquidity. However, S&P believes that option is limited given the current credit markets because a potential buyer would also need to come up with financing. Furthermore, the two companies have another US$1 billion of debt maturing in 2010. Although S&P rates Abitibi-Consolidated and Bowater separately, the ratings are becoming more linked as AbitibBowater has begun moving assets from these two subsidiaries to directly under it and taking on debt to provide funds for and guarantee subsidiary obligations. Management's ultimate goal is to have one facility at the parent level and provide its subsidiaries with funding as needed. The ratings on AbitibiBowater and its subsidiaries reflect their participation in the declining newsprint market, a highly leveraged capital structure, and weak cash flow generation. In S&P's view, these risks are partially offset by the company's leading market position in the newsprint market and improving profitability as a result of synergies and high-cost mill closures. AbitibiBowater is the largest newsprint producer in North America, with annual capacity of about 5.3 million metric tons. The company also produces coated and uncoated paper, pulp, and wood products. It has pulp and paper, and wood product facilities in Canada, the U.S., South Korea, and the U.K. The negative outlook on AbitibiBowater, Abitibi-Consolidated, and Bowater reflects S&P's uncertainty of each company's ability to refinance large upcoming debt maturities, as well as what S&P see as weak market conditions in 2009 for the newsprint, pulp, and lumber business segments. S&P would place the ratings on Abitibi- Consolidated on CreditWatch negative in early 2009 if the subsidiary is unable to refinance upcoming debt maturities by February 2009. A similar rating action would be taken on Bowater as its debt maturity dates draw nearer. An upgrade, although unlikely in the near term, would require meaningful deleveraging of the company's balance sheet and a leverage ratio of 7x. BOWATER INC: Debt Maturity Cues S&P to Junk Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit ratings on Montreal-based AbitibiBowater Inc. and its subsidiaries, Abitibi-Consolidated Inc. and Bowater Inc., two notches to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered the senior unsecured debt ratings on Abitibi-Consolidated, Abitibi-Consolidated Co. of Canada, Bowater, Bowater Canada Finance Corp., and Bowater Canadian Forest Products Inc. to 'CCC-' from 'CCC+' (one notch below the corporate credit rating on AbitibiBowater). The recovery ratings on each issue remain at '5', reflecting modest (10%-30%) recovery in the event of default. S&P also lowered the secured debt ratings on Abitibi- Consolidated to 'B-' from 'B+'. The recovery ratings remain at '1', reflecting very high (90%-100%) recovery in the event of default. In addition, S&P lowered the ratings on AbitibiBowater's convertible notes to 'CCC-' from 'CCC+' and assigned a '5' recovery rating to the notes. "The downgrade reflects a large upcoming debt maturity and Standard & Poor's uncertainty as to AbitibiBowater's ability to refinance given tight credit markets, weak liquidity, high debt level, and an expected decline in newsprint demand and prices," said S&P's credit analyst Jatinder Mall. "Our key concern is the upcoming debt maturities at Abitibi-Consolidated and Bowater as neither company has sufficient liquidity or free cash generation to pay down these maturities," Mr. Mall added. Given the tight credit markets, there is heightened uncertainty over the parent's ability to refinance these debt maturities. Abitibi-Consolidated has a US$347 million secured 364-day loan due March 31, 2009, and only US$206 million in liquidity, while Bowater has a US$144 million revolver and US$248 million in bonds due in the summer of 2009, with only US$176 million in liquidity. In normal market conditions the companies could sell assets to shore-up liquidity. However, S&P believes that option is limited given the current credit markets because a potential buyer would also need to come up with financing. Furthermore, the two companies have another US$1 billion of debt maturing in 2010. Although S&P rates Abitibi-Consolidated and Bowater separately, the ratings are becoming more linked as AbitibBowater has begun moving assets from these two subsidiaries to directly under it and taking on debt to provide funds for and guarantee subsidiary obligations. Management's ultimate goal is to have one facility at the parent level and provide its subsidiaries with funding as needed. The ratings on AbitibiBowater and its subsidiaries reflect their participation in the declining newsprint market, a highly leveraged capital structure, and weak cash flow generation. In S&P's view, these risks are partially offset by the company's leading market position in the newsprint market and improving profitability as a result of synergies and high-cost mill closures. AbitibiBowater is the largest newsprint producer in North America, with annual capacity of about 5.3 million metric tons. The company also produces coated and uncoated paper, pulp, and wood products. It has pulp and paper, and wood product facilities in Canada, the U.S., South Korea, and the U.K. The negative outlook on AbitibiBowater, Abitibi-Consolidated, and Bowater reflects S&P's uncertainty of each company's ability to refinance large upcoming debt maturities, as well as what S&P see as weak market conditions in 2009 for the newsprint, pulp, and lumber business segments. S&P would place the ratings on Abitibi- Consolidated on CreditWatch negative in early 2009 if the subsidiary is unable to refinance upcoming debt maturities by February 2009. A similar rating action would be taken on Bowater as its debt maturity dates draw nearer. An upgrade, although unlikely in the near term, would require meaningful deleveraging of the company's balance sheet and a leverage ratio of 7x. CAPITAL ONE: Chevy Chase Deal Won't Affect Fitch's Low-B Ratings ---------------------------------------------------------------- The ratings of Capital One Financial Corp. and its subsidiaries will not be affected by the acquisition of Chevy Chase Bank, F.S.B, according to Fitch Ratings. COF has announced the purchase of Chevy Chase Bank, F.S.B., excluding the asset management business, for $520 million; $445 million in cash and $75 million in stock. Fitch expected COF to pursue attractive acquisition opportunities following the issuance of approximately $730 million in common stock in September and the receipt of $3.55 billion in TARP preferred equity in November. Fitch views the transaction favorably given CCB's sizeable deposit base and attractive branch footprint in the metro-D.C. area. Fitch believes COF has made the appropriate valuation adjustments to the $11.4 billion loan portfolio, which includes $4.1 billion in option-ARMs originated largely through a broker network. The transaction is expected to close in the first quarter of 2009. Fitch believes COF has proven its ability to integrate sizeable bank acquisitions and has successfully built a comprehensive bank management team. Concurrently, Fitch has placed these ratings of Chevy Chase Bank, F.S.B. on Rating Watch Positive: Chevy Chase Bank, F.S.B. -- Long-term Issuer Default Rating 'BB+'; -- Short-term IDR 'B'; -- Individual 'C'; -- Support '5'; -- Support Floor 'NF'; -- Long-term deposits 'BBB-'; -- Short-term deposits 'F3'. CARLYLE GROUP: Lays Off 10% of Staff & Closes Office ---------------------------------------------------- Xchangemag.com reports that that Hawaiian Telcom's owner, The Carlyle Group, will lay off 10% off its workforce, blaming it on the economy. Jason Kelly at Bloomberg News reports that Carlyle will let go about 100 workers. Carlyle, says Xchangemag.com, will also close its Silicon Valley office, less than a year after opening it. Bloomberg quoted Carlyle spokesperson Chris Ullman as saying, "In response to extraordinary market conditions, Carlyle has taken measured steps to balance its cost structure with the current investment climate. The firm is well positioned to take good care of our investment portfolio and has the resources to create and respond to compelling investment opportunities." Bloomberg relates that Carlyle also decided in November to shut down its Central European and Asian leveraged-finance units, which affected less than 20 employees. According to Peter Lattman and Susanne Craig at The Wall Street Journal report that Carlyle had built up its staff over the past 12 months for a possible public offering, but that plan was abandoned. The report says that Carlyle will return to its staffing levels last year. WSJ quoted William E. Conway, Jr. -- a founding partner and managing director at Carlyle -- as saying, "There is so much liquidity that even 'our' lenders are making very risky credit decisions." Carlyle, says WSJ, reported losses from the collapses of its: -- Carlyle Capital mortgage-securities hedge fund, -- energy-trading company SemGroup LP, and -- telecom operator Hawaiian Telcom Communications Inc. The Carlyle Group -- http://www.carlyle.com/-- is a private equity firm, with more than $91.5 billion under management. With 64 funds across four investment disciplines (buyouts, growth capital, real estate and leveraged finance), Carlyle combines global vision with local insight, relying on a top-flight team of 535 plus investment professionals operating out of offices in 21 countries to uncover superior opportunities in North America, Europe, Asia, Australia, the Middle East/North Africa and Latin America. CCM MERGER: Moody's Downgrades CFR to 'B3'; Outlook Negative ------------------------------------------------------------ Moody's Investors Service lowered CCM Merger, Inc.'s ratings based on concerns related to the company's continued high leverage, earnings outlook, and future covenant compliance. The rating outlook is negative. These ratings were lowered: -- Corporate Family Rating to B3 from B2 -- Probability of Default Rating to B3 from B2 -- $100 million 1st lien revolver expiring 2010 to B2 (LGD 3, 34%) from B1 (LGD 3, 34%) -- $650 million 1st lien term loan B due 2012 to B2 (LGD 3, 34%) from B1 (LGD 3, 34%) -- $300 million 8% senior unsecured notes due 2013 to Caa2 (LGD 5, 87%) from Caa1 (LGD 5, 88%) The downgrade considers that CCM's actual results continue to track below Moody's expectations and that debt/annualized EBITDA remains high at about 6.1 times. In addition to a previous extension of the permanent casino opening deadline, CCM's earnings and leverage have been pressured by weakened economic conditions and heightened competition among existing casino operators, both of which are expected to continue through 2009. The negative rating outlook anticipates continued weakness in overall consumer spending and gaming demand trends as well as the additional pressure on the Southeastern Michigan economy from the current challenges faced by the three major U.S. automobile manufacturers. The negative outlook also incorporates Moody's concern regarding CCM's ability to meet its bank loan maintenance- based debt/EBITDA covenant in upcoming quarters. This is particularly worrisome given that this covenant tightens to 5.9 times from 6.1 times in the first quarter of fiscal 2009. Ratings could be lowered if CCM is unable to maintain compliance with its leverage covenant or otherwise receive acceptable amendments or waivers and lenders restrict the company's use of its revolver availability. This is particularly significant given the company's stated plan to use its revolver availability to repay its $50 million Economic Development Corporation bonds that mature in May 2009. Moody's previous rating action related to CCM occurred on March 31, 2008 when Moody's lowered the company's Corporate Family Rating to B2 due primarily to a slower-than-anticipated reduction in leverage. CCM Merger, Inc. indirectly owns and operates the MotorCity Casino in Detroit, Michigan. The company generated net revenue of $483 million for the twelve-month period ended September 30, 2008. CELESTINE WOLF: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Celestine Wolf Hester Family Partnership, LP 13809 Research Blvd., Ste. 1000 Austin, TX 78750 Case No.: 08-12403 Four debtor-affiliates filed separate Chapter 11 petitions on November 3, 2008: Entity Case No. ------ -------- 2W Homestead, LP 08-12195 5WS, LP 08-12196 BT 15 Acres, LP 08-12197 Seward Junction 212 Land, LP 08-12198 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Joseph D. Martinec, Esq. Martinec, Winn, Vickers & McElroy, P.C. 600 Congress Avenue, Suite 500 Austin, TX 78701 Tel: (512) 476-0750 Fax: (512) 476-0753 Email: martinec@mwvmlaw.com Total Assets: $1,126,468 Total Debts: $6,184,420 The Debtor identified these entities as its three largest unsecured creditors: Entity Claim Amount ------ ------------ Chaparral Land Surveying $4,441.19 Sneed Vine & Perry, P.C. $1,738.08 Scurlock Smith & Co. $105.00 CENTURY ALUMINUM: Moody's Reviews 'Ba3' CFR for Possible Downgrade ------------------------------------------------------------------ Moody's Investors Service placed Century Aluminum Company's ratings (corporate family rating Ba3) under review for possible downgrade. The review is prompted by the substantive deterioration in aluminum markets and the consequent impact on the company's performance given its higher cost profile than many global competitors. The review will focus on the measures the company can take to improve its cost structure on a sustainable basis, and the strategy it can implement to deal with what is expected to be a protracted period of weakness in the aluminum industry. The review will also incorporate an assessment of the company's liquidity profile and ability to maintain a solid liquidity profile. These ratings were placed under review for possible downgrade: -- Corporate Family Rating of Ba3 -- Probability of Default Rating of Ba3 -- 1.75% Convertible Senior Note rating of B1 (LGD 5; 77%) -- 7.5% Senior Unsecured Note rating of B1 (LGD 5; 77%) The prior rating action for Century Aluminum Company was on Aug. 3, 2006, when the corporate family rating was upgraded to Ba3 from B1. Headquartered in Monterey, California, Century is the third largest primary aluminum producer in North America with ownership interests in four aluminum production facilities. CENX had revenues of approximately $2 billion over the twelve month period ending September 30, 2008. CHARTER COMMUNICATIONS: Discloses Final Results of Notes Offering ----------------------------------------------------------------- Charter Communications, Inc., disclosed the final results of the cash tender offer by its indirect subsidiary, Charter Communications Holding Company, LLC, for certain of the outstanding senior notes of Charter Communications Holdings, LLC. As of expiration, approximately $160 million of Notes were validly tendered for exchange, of which 100% of the $70 million of Notes with Acceptance Priority Level 1 and 36% of the $90 million of Notes with Acceptance Priority Level 2 will be accepted for purchase. Total consideration, including accrued and unpaid interest, was $100 million. The Tender Offer expired at 5:00 PM ET, on Oct. 29, 2008, and the final settlement will be completed on Oct. 31, 2008. The consideration payable for the Notes was a fixed price. Because the amount Charter HoldCo would be required to pay for the purchase of the tendered Notes, together with accrued and unpaid interest, exceeded the Maximum Payment Amount, Charter HoldCo will accept Notes for purchase in accordance with the Acceptance Priority Level set forth in the following table. These includes the series of Notes subject to the Tender Offer, and for each series of Notes the amount validly tendered, the acceptance priority, the amount that will be accepted for tender, the tender offer consideration, and the total consideration: Title of Security: 10.750% Senior Notes due 2009 Amount of Notes Tendered: $49,681,000 Acceptance Priority Level: 1 Total Accepted: $49,681,000 Tender Offer Consideration(1): $960.00 Total Consideration(1): $975.00 Title of Security: 10.250% Senior Notes due 2010 Amount of Notes Tendered: $7,439,000 Acceptance Priority Level: 1 Total Accepted: $7,439,000 Tender Offer Consideration(1): $955.00 Total Consideration(1): $970.00 Title of Security: 11.750% Senior Discount Notes due 2010 Amount of Notes Tendered: $12,829,000 Acceptance Priority Level: 1 Total Accepted: $12,829,000 Tender Offer Consideration(1): $955.00 Total Consideration(1): $970.00 Title of Security: 10.000% Senior Notes due 2009 Amount of Notes Tendered: $63,370,000 Acceptance Priority Level: 2 Total Accepted: $22,744,000 Tender Offer Consideration(1): $935.00 Total Consideration(1): $950.00 Title of Security: 9.625% Senior Notes due 2009 Amount of Notes Tendered: $26,300,000 Acceptance Priority Level: 2 Total Accepted: $9,443,000 Tender Offer Consideration(1): $925.00 Total Consideration(1): $940.00 (1) Per $1,000 principal amount of Notes that are accepted for purchase; the total consideration column includes the early tender premium of $15 per $1,000 principal amount of Notes that was conditioned on tendering the priority level 1 notes by 5 p.m. ET, on Oct. 14, 2008, and priority level 2 notes by 5 p.m. ET, on Oct. 29, 2008. Citi acted as the Dealer Manager for the Tender Offer. Global Bondholder Services Corporation is the Information Agent and Depositary. Persons with questions regarding the offer may contact the Dealer Manager at (212) 723-6106 or toll-free at (800) 558- 3745, or the Information Agent at (212) 430-3774 or toll-free at (866) 294-2200. About Charter Communications Based on St. Louis, Missouri, Charter Communications Holdings LLC -- http://www.charter.com/-- is a holding company whose principal assets at June 30, 2008, are the equity interests in its subsidiaries, which include CCH II, LLC and CCO Holdings, LLC. Charter Communications Holdings LLC, CCH II, and CCO Holdings are indirect subsidiaries of Charter Communications Holding Company, LLC, which is a subsidiary of Charter Communications Inc. The companies, through their operating subsidiary, Charter Communications Operating, LLC, operate broadband communications businesses in the United States offering to residential and commercial customers traditional cable video programming (basic and digital video), high-speed Internet services, and telephone services, as well as advanced broadband services such as high definition television, Charter OnDemand(TM), and digital video recorder service. Cable video programming, high-speed Internet, telephone, and advanced broadband services are sold primarily on a subscription basis. The companies also sell local advertising on cable networks. Charter Communications Holdings LLC's consolidated balance sheet at June 30, 2008, showed $14.65 billion in total assets, $22.15 billion in total liabilities, and $203.0 million in minority interest, resulting in a $7.70 billion members' deficit. The company's consolidated balance sheet at June 30, 2008, also showed strained liquidity with $340.0 million in total current assets available to pay $1.36 billion in total current liabilities. The company reported a net loss of $199.0 million on revenues of $1.62 billion for the second quarter ended June 30, 2008, compared with a net loss of $281.0 million on revenues of $1.50 billion in the same period last year. CHARTER COMMUNICATIONS: Sept. 30 Balance Sheet Upside-Down by $8BB ------------------------------------------------------------------ Charter Communications Holdings LLC's balance sheet at Sept. 30, 2008, showed totala assets of $15.0 billion and total liabilities of $23.0 billion, resulting in a member's deficit of about $8 billion. For three months ended Sept. 30, 2008, the company reported net loss of $254 million compared with net loss of $386 million for the same period in the previous year. For the nine months ended Sept. 30, 2008, the company incurred net loss of $734 million compared to net loss of $971 million for the same period in the previous year. Liquidity and Capital Resources Charter Holdings and CCH II have each incurred net losses for the three and nine months ended Sept. 30, 2008, and 2007 and expect to continue to incur net losses for the foreseeable future. For the three and nine months ended Sept. 30, 2008, CCO Holdings generated net income, however, there can be no assurance that CCO Holdings will continue to do so. For the nine months ended Sept. 30, 2008, and 2007, Charter Holdings, CCH II, and CCO Holdings each generated cash flows from operating activities. The companies have significant amounts of debt. Charter Holdings', CCH II's, and CCO Holdings' long-term debt as of Sept. 30, 2008, totaled $20.7 billion, $13.5 billion, and $11.1 billion, consisting of $7.9 billion of credit facility debt, and $12.8 billion, $5.6 billion, and $3.2 billion accreted value of high-yield notes. For the remainder of 2008, $18 million of Charter Operating's credit facility debt matures. As of Sept. 30, 2008, an additional $165 million of Charter Holdings' notes and $70 million of Charter Operating's credit facility debt matures in 2009. In 2010 and beyond, significant additional amounts will become due under the companies' remaining long-term debt obligations including $1.9 billion of CCH II senior notes maturing in September 2010. The companies require significant cash to fund debt service costs, capital expenditures and ongoing operations. The companies have historically funded these requirements through cash flows from operating activities, borrowings under credit facilities, equity contributions from their respective parent companies, proceeds from sales of assets, issuances of debt securities, and cash on hand. However, the mix of funding sources changes from period to period. For the nine months ended Sept. 30, 2008, Charter Holdings, CCH II, and CCO Holdings generated $420 million, $891 million, and $1.1 billion of net cash flows from operating activities, after paying cash interest of $1.2 billion, $753 million, and $522 million. In addition, the companies used $938 million for purchases of property, plant and equipment. Finally, Charter Holdings, CCH II, and CCO Holdings generated net cash flows from financing activities of $1.1 billion, $642 million, and $415 million, respectively, as a result of financing transactions and credit facility borrowings completed during the nine months ended Sept. 30, 2008. As of Sept. 30, 2008, Charter Holdings, CCH II and CCO Holdings have cash on hand of $566 million, $560 million, and $555 million. On a consolidated basis, the companies and their parent companies have a significant level of debt, which totaled approximately $21.0 billion as of Sept. 30, 2008. A full-text copy of the 10-Q filing is available for free at http://ResearchArchives.com/t/s?35c3 About Charter Communications Based on St. Louis, Missouri, Charter Communications Holdings LLC -- http://www.charter.com/-- is a holding company whose principal assets at June 30, 2008, are the equity interests in its subsidiaries, which include CCH II, LLC and CCO Holdings, LLC. Charter Communications Holdings LLC, CCH II, and CCO Holdings are indirect subsidiaries of Charter Communications Holding Company, LLC, which is a subsidiary of Charter Communications Inc. The companies, through their operating subsidiary, Charter Communications Operating, LLC, operate broadband communications businesses in the United States offering to residential and commercial customers traditional cable video programming (basic and digital video), high-speed Internet services, and telephone services, as well as advanced broadband services such as high definition television, Charter OnDemand(TM), and digital video recorder service. Cable video programming, high-speed Internet, telephone, and advanced broadband services are sold primarily on a subscription basis. The companies also sell local advertising on cable networks. Charter Communications Holdings LLC's consolidated balance sheet at June 30, 2008, showed $14.65 billion in total assets, $22.15 billion in total liabilities, and $203.0 million in minority interest, resulting in a $7.70 billion members' deficit. The company's consolidated balance sheet at June 30, 2008, also showed strained liquidity with $340.0 million in total current assets available to pay $1.36 billion in total current liabilities. The company reported a net loss of $199.0 million on revenues of $1.62 billion for the second quarter ended June 30, 2008, compared with a net loss of $281.0 million on revenues of $1.50 billion in the same period last year. CHEMOKINE THERAPEUTICS: Sends BIA Offer; Deloitte Tapped Receiver ----------------------------------------------------------------- Chemokine Therapeutics Corp. said that Deloitte & Touche Inc. has been appointed as Trustee to act pursuant to the company making a proposal to its creditors under Part III, Division I, of the Bankruptcy and Insolvency Act. The officers of the Company have been relieved of their duties and the Board of Directors has resigned following the appointment of Deloitte as Trustee under the proposal. Mr. Walter Korz and Dr. Donald Wong will remain as consultants to assist Deloitte with the re-structuring process. About Chemokine Therapeutics Based in Vancouver, British Columbia, Chemokine Therapeutics Corp. (TSX: CTI)(OTCBB: CHKT) -- http://www.chemokine.net/-- develops peptide analogs of chemokines for cancer treatment and immune system recovery. CHESAPEAKE CORPORATION: Posts $277MM Net Loss in Last 9 Months -------------------------------------------------------------- Chesapeake Corporation's balance sheet at Sept. 28, 2008, showed total assets of $936.6 million and total liabilities of $937.1 million, resulting in a stockholders' deficit of $500,000. The company reported net loss of $8.3 million for the quarter ended Sept. 28, 2008, compares with net income of $4.3 million for the same quarter in the previous year. For nine months ended Sept. 28, 2008, the company incurred net loss of $277.1 million compares to net loss of $5.5 million for the same period in the previous year. Liquidity and Financial Position Net cash used in operating activities was $29.1 million for the first nine months of fiscal 2008, compared to net cash provided by operating activities of $15.4 million for the first nine months of fiscal 2007. For the first nine months of fiscal 2008, the decrease in net cash provided by operating activities was due to the decrease in operating results and increased working capital requirements compared to the same period in 2007. Net cash flows related to operating activities for the first nine months of fiscal 2008 and fiscal 2007 included spending under restructuring programs of $4.7 million and $8.8 million. Net cash used in investing activities in the first nine months of fiscal 2008 was $5.9 million compared to $30.7 million in the first nine months of fiscal 2007. Net cash used in investing activities during the first nine months of fiscal 2008 reflects proceeds of $22.0 million including proceeds received in the first quarter of fiscal 2008 from the sale of its paperboard manufacturing facility in Bremen, Germany in December 2007, the sale of its plastics manufacturing facility in Crewe, England in March 2008, which the company subsequently have leased back from the purchaser, the sale of its corporate office building in Amersham, England in the third quarter of 2008, and the sale of other non-core assets during the nine-month period. These sales proceeds were more than offset by capital spending of $27.9 million. Net cash used in investing activities during the first nine months of fiscal 2007 reflects capital spending of $33.7 million, slightly offset by cash proceeds from sales of fixed assets. Net cash provided by financing activities in the first nine months of fiscal 2008 was $44.8 million, compared to net cash provided by financing activities of $10.4 million in the first nine months of fiscal 2007. Net cash provided by financing activities in the first nine months of fiscal 2008 primarily reflects increased borrowings on its lines of credit. Net cash provided by financing activities in the first nine months of fiscal 2007 reflects increased borrowings on its lines of credit, partially offset by payment of dividends. The company paid cash dividends of $8.5 million in the first nine months of fiscal 2007. For the fiscal years ended December 30, 2007, Dec. 31, 2006, and Dec. 31, 2005, the company incurred net losses of $11.2 million, $36.7 million, and $318.3 million. Additionally, for the first nine months of 2008, the company incurred net losses of about $277.1 million. As a result the company has a total stockholders' deficit of $500,000 at Sept. 28, 2008. Factors contributing to these net losses included, but were not limited to: goodwill impairment charges, costs associated with its cost-savings plan and other restructuring efforts, environmental remediation costs, price competition, rising raw material costs and lost customer business due to geographic shifts in production within the consumer products industry which the company serves. Certain of these factors, as goodwill or other asset impairments, are non-cash charges and therefore do not have a direct impact on its liquidity. The current challenging economic climate may also lead to adverse changes in working capital levels or additional pension expense and funding requirements, which may also have a direct impact on its results and financial position. These and other factors may adversely affect the company's liquidity and its ability to generate profits in the future. A full-text copy of the 10-Q filing is available for free at http://ResearchArchives.com/t/s?3504 About Chesapeake Corporation Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE: CSK) -- http://www.cskcorp.com/-- is a supplier of specialty paperboard packaging products in Europe and an international supplier of plastic packaging products to niche end- use markets. Chesapeake has 47 locations in France, Ireland, United Kingdom, North America, China, HongKong, among others and employs approximately 5,500 people. * * * As reported in the Troubled Company Reporter on Nov. 27, 2008, Moody's Investors Service downgraded Chesapeake Corporation's corporate family rating and probability of default rating to Ca from Caa2. Concurrently, Moody's downgraded the company's senior unsecured revenue bonds to Ca from Caa3 and senior subordinated notes to C from Caa3. The CFR, PDR, and revenue bonds remain on review for possible downgrade. CHEVY CHASE: Moody's Reviews Unit's 'Ba1' Preferred Stock Rating ---------------------------------------------------------------- Moody's Investors Service placed on review for possible upgrade, the long and short-term deposit and debt ratings and bank financial strength rating of Chevy Chase Bank, F. S. B. At the same time, the rating agency placed on review for possible downgrade, the debt ratings of its parent, B. F. Saul Real Estate Investment Trust. The rating actions follow the announcement by Capital One Financial Corporation that it had entered into a definitive agreement with B. F. Saul to acquire Chevy Chase and most of its subsidiaries and assets in a cash and stock deal. The subsidiaries and assets that will not be acquired by COF are ASB Capital, Chevy Chase Trust and Chevy Chase's headquarters building in Bethesda, Maryland. ASB Capital and Chevy Chase Trust are not rated by Moody's. Moody's said that its decision to place the ratings of Chevy Chase and its rated subsidiary, Chevy Chase Preferred Capital Corporation, on review for possible upgrade was based on its view that uninsured depositors and debt holders will benefit from these entities becoming part of a financially stronger, larger and more diversified institution. COF is rated A3 for senior unsecured debt, and its lead bank subsidiary, Capital One N.A. is rated A2/P-1 for deposits and C+ for BFSR. Moody's added that the decision to place the debt ratings of B. F. Saul on review for possible downgrade was based on its view that this entity will remain highly leveraged after closing of the sale of Chevy Chase to COF. The rating agency stated that it fully expects the $250 million senior notes issued by B. F. Saul that are currently secured by the shares of Chevy Chase, to be defeased at closing of the Chevy Chase sale transaction, and that they will be fully redeemed shortly thereafter. The rating agency explained that despite this expectation, the decision to place the notes on review for possible downgrade reflects the possibility, albeit unlikely, that the defeasance and subsequent redemption of the notes may not occur in accordance with its expectations. These ratings were place on review for possible upgrade: Chevy Chase Bank, F. S. B. -- Bank financial strength rating at C- -- Long- and short-term bank deposits at Baa2/P-2 -- Issuer rating at Baa2 -- Long- term and short-term other senior obligations at Baa2/P-2 -- Subordinate at Baa3 Chevy Chase Preferred Capital Corporation -- Preferred Stock at Ba1 These ratings were place on review for possible downgrade: B. F. Saul Real Estate Investment Trust -- Issuer at Ba3 -- Senior Secured at Ba3 The last rating actions on Chevy Chase and B. F. Saul were taken on June 3, 2008, when their ratings were downgraded. CHRYSLER LLC: Hires Jones Day as Attys. for Possible Bankruptcy --------------------------------------------------------------- Chrysler LLC has hired Jones Day as counsel on a possible bankruptcy filing, Jeffrey McCracken, Mike Spector, and Peter Lattman at The Wall Street Journal report, citing people familiar with the matter. According to Thom Weidlich and James Rowley at Bloomberg News, Jones Day had counseled General Motors Corp. on a potential merger with Chrysler. Bloomberg relates that Chrysler is seeking a $7 billion financial aid from the government, fearing that it might run out of cash by March 31, 2009. Without the government's help, Chrysler might have to file for bankruptcy, says Bloomberg. Chrysler said in a statement that it has retained Jones Day and other outside advisors "to provide a comprehensive independent analysis of the various options available to the company." Corinne Ball, Jones Day's co-head of restructuring, is handling the case, WSJ states, citing people familiar with the matter. Ms. Ball, according to WSJ, has worked on other automotive bankruptcies like Dana Corp. and many cases involving the United Auto Workers union. The report says that Ms. Ball represented GM in its acquisition of Daewoo. Cerberus' Refusal to Help WSJ states that Congress has questioned why Chrysler's majority owner, Cerberus Capital Management LP, doesn't step up to stabilize the company. Chrysler's CEO Robert Nardelli, says the report, told the Senate that he already asked Cerberus Capital for help but was turned down. According to WSJ, Rep. Ginny Brown-Waite said that if Cerberus Capital isn't willing to "put forth any more money to stave off bankruptcy, how could we in all good conscience expect taxpayers to take on this substantial cost?" Mr. Nardelli said that Cerberus Capital provided investments for purchasing Chrysler from then-parent Daimler AG of Germany, the report states. "It's not as if they haven't tried to provide financial support for us over this period," and "I assume they don't have access to additional funds," the report quoted Mr. Nardelli as saying. Merger Plans WSJ reports that Chrysler and Cerberus Capital are suspected that they merely want short-term financing to have time before selling Chrysler or merging it with another company. Chrysler, according to WSJ, told the Congress it "remains focused upon developing partnerships, strategic alliances or a consolidation as a fundamental element of its restructuring." Previous reports say that Chrysler was in alliance talks with Nissan Motor Co., and merger negotiations with General Motors Corp., but decided to abandon both talks to seek government bailout. WSJ relates that some members of the House Financial Services Committee suggested during a hearing on Friday that Chrysler resume merger talks with GM. Citing people familiar with the matter, Neal E. Boudette, John D. Stoll, and Alex P. Kellogg at WSJ relate that Mr. Nardelli and GM CEO Rick Wagoner agreed that they need to focus on securing federal bailout loans before considering a merger, which is expected to be complicated and time-consuming. The report says that merger talks could hinder new concessions with the United Auto Workers union, which is against a GM-Chrysler merger. Analysts explained that a merged firm could result in layoffs of tens of thousands of workers due to "excess factory jobs," according to the report. WSJ reports that Messrs. Nardelli and Wagoner said that they could consider a merger as part of broader plan to provide financial aid to GM, Chrysler, and Ford Motor Co. According to WSJ, Mr. Wagoner and other top officials at GM believed that the company could save a lot by combining with Chrysler. Sources said that GM and Chrysler didn't rule out any merger plans between the two companies, WSJ states. Bailout Requests in Congress & Administration Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that signs of deterioration in the U.S. job market boosted the bailout requests of GM, Ford Motor, and Chrysler. The Democratic leaders in the Congress and the George W. Bush administration are close to reaching an agreement to provide a down payment to keep the auto industry afloat until early next year, according to WSJ. WSJ relates that the deal would draw funds from a program initially meant to help the industry retool to meet higher fuel- economy standards. The funding level is expected to be between $14 billion and $15 billion, the report says. The proposed pact, WSJ states, would include a commitment to rapidly replenish the retooling program, have strong government oversight through a new board to be created to help manage the industry's restructuring. Other Financial Support Canada Matthew Dolan at WSJ says that GM, Ford Motor, and Chrysler have approached the Canadian government for financial support. According to WSJ, Canada's Minister of Industry Tony Clement and Michael Bryant, Ontario's Minister of Economic Development, said that they received the restructuring plans they requested from Chrysler Canada, Ford Motor Company of Canada, and General Motors of Canada. The report says that the amount requested in the plans would be in addition to the $34 billion that the three companies are requesting from the U.S. Congress. WSJ relates that Ford Motor submitted its plan to the Canadian government on Friday, asking for a $2 billion line of credit and assuring the government that it wouldn't access the line unless: -- a more severe downturn in the economy occurred, or -- a position similar to the one Ford Motor has taken in its bid for a $9 billion credit line pending before the U.S. Congress. Chrysler spokesperson Lori McTavish said that the company presented its plan in Canada on Thursday, asking for a $1.6 billion loan from the Federal Government and Province of Ontario, WSJ reports. "The amount requested is based on Chrysler's percent of North American production, which is 23 percent," the report quoted Ms. McTavish as saying. WSJ states that a GM official said on Friday that the company was in negotiations with the Canadian government. GM didn't disclose the amount of the loan it is seeking from the government. Argentina WSJ relates that the Argentine government said on Saturday that it will offer the country's auto industry about $900 million in loans. The Argentine government, according to the report, said on Thursday that it would invest $3.9 billion to grant low-cost loans to farmers, industry, and automakers. The government said that program includes the local branches of Renault SA, PSA Peugeot Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the report states. Citing Argentine Production Minister Deborah Giorgi, WSJ reports that the auto makers will each offer two models selling for $10,000 or less for people purchasing a new car for the first time, and must shun layoffs and hold down profit margins on cars sold under the program. GM CEO May be Replaced John D. Stoll at WSJ reports that GM and Chrysler are being pressured to proceed with implementing tough measures to change how they do business, including the possible replacement of Mr. Wagoner. Mr. Wagoner should leave GM as part of any broader bailout package, WSJ says, citing Sen. Chris Dodd. The report states that Sen. Dodd said on CBS' "Face The Nation" talk show, "I think you've got to consider new leadership. If you're going to restructure, you've got to bring in a new team to do this. I think [Mr. Wagoner] has to move on." WSJ relates that Mr. Wagoner played a part in some of the missteps that led to GM's financial problems, including: -- the heavy use of sales incentives to drive sales, -- a reliance on truck sales and a belated recognition of consumer interest in hybrids, and -- other fuel-saving small cars. Ford, GM, Chrysler Use Internet to Win Support Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are using digital-marketing techniques to seek support for their federal aid requests. The report says that Ford Motor, GM, and Chrysler have launched campaigns on several Web sites, including Google, YouTube, various blogs, Facebook, and the social-messaging site Twitter. Ford Motor, says WSJ, posted videos on YouTube. WSJ relates that Ford Motor started purchasing Internet search ads to appear when bailout-related keywords are used and display ads on news sites -- including those of WSJ and CNN. According to the report, Ford Motor is also using blogs and other social media. The report states that Ford Motor has enlisted members of its staff to respond to blog postings and messages on Twitter. According to WSJ, Chrysler used blogs and created a new YouTube channel called Grab Democracy, as well as a Web site to promote its position. Chrysler launched a virtual road show, which includes CEO Robert Nardelli talking about the company's business plan with his senior management team, WSJ relates. GM, WSJ reports, is running ads linked to search terms about the auto bailout, the United Auto Workers and the economy, posting videos on YouTube, and buying ads on the third-party sites where Google sells space. GM's site, GMFactsandFiction.com, explains how the company ended up in its current situation and its plans, WSJ says. 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 Dec. 3, 2008, Dominion Bond Rating Service downgraded the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. As reported in the Troubled Company Reporter on Aug. 11, 2008, Standard & Poor's Ratings Services lowered its ratings on Chrysler LLC, including the corporate credit rating, to 'CCC+' from 'B-'. On July 31, 2008, TCR said that Fitch Ratings 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. CIALES UNIFORMS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ciales Uniforms Inc. PO Box 1406 Ciales, PR 00638 Bankruptcy Case No.: 08-08053 Type of Business: The Debtor sells suits. Chapter 11 Petition Date: November 26, 2008 Court: District of Puerto Rico (Old San Juan) Judge: Enrique S. Lamoutte Debtor's Counsel: Francisco R. Moya Huff, Esq. moyahuff55@prtc.net BCO Popular Bldg., Ste 401 Tetuan 206 Tel: (787) 723-0714 (724) 2447 Fax: (787)725-3685 Total Assets: $0 Total Debts: $2,638,542 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/prb08-08053.pdf The petition was signed by president Michael Derop. CIFG ASSURANCE: Moody's Cuts Rating on Four Cert. Classes to 'B3' ----------------------------------------------------------------- Moody's Investors Service has taken rating actions on structured finance securities insured by CIFG Assurance North America, Inc. These rating actions are a result of Moody's modified approach to rating structured finance securities wrapped by financial guarantors. The rating of these securities is equal to the higher of (i) the guarantor's insurance financial strength rating and (ii) the underlying rating (i.e., absent consideration of the guaranty) on the security. Issuer: American Home Mortgage Investment Trust 2006-2 -- Cl. V-A Certificate, Downgraded to B2; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain Issuer: GSAA Home Equity Trust 2007-S1 -- Cl. A-1 Certificate, Downgraded to B3 and Placed Under Review Direction Uncertain; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain Issuer: Greenpoint Mortgage Funding Trust 2006-HE1 -- Cl. Ac Certificate, Downgraded to B3 and Placed Under Review Direction Uncertain; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain Issuer: SACO I Trust 2006-12 -- Cl. II-A Certificate, Downgraded to B3 and Placed Under Review Direction Uncertain; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain Issuer: Terwin Mortgage Trust 2007-3SL -- Cl. A-1 Certificate, Downgraded to B3 and Placed Under Review Direction Uncertain; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain These securities have been placed on review for possible downgrade. The underlying ratings of these securities are currently being reviewed. Moody's plans to complete the majority of the review within approximately 60 days. Issuer: Duke Funding V, Ltd. -- Class I-W Senior Secured Floating Rate Notes Due 2033 Bond, Aaa Placed on Review for Possible Downgrade; previously on 2/22/2008 Confirmed at Aaa These securities, Moody's is unable to determine the underlying rating, therefore the rating on the securities is equal to the guarantor's insurance financial strength rating. Issuer: Transferable Custodial Receipts -- Transferable Custodian Receipts Notes, Downgraded to B3 and Placed Under Review Direction Uncertain; previously on 5/20/2008 A1 Placed Under Review Direction Uncertain CLOROX COMPANY: EVP Sells Shares Acquired Thru Stock Option ----------------------------------------------------------- Larry Peiros, The Clorox Company's executive vice president and chief operating officer for North America, disclosed in a Form 4 filing with the Securities and Exchange Commission that he may be deemed to directly own: -- 47,616 shares of the company's common stock after purchasing 23,400 shares of common stock at $53.9 per share; -- 47,591 shares of the company's common stock after the sale of 25 shares; -- 24,216 shares of common stock after the sale of 23,375 shares at $61.94 per share. He also disclosed owning 34,464 shares of the company's common stock through the Trust after it acquired 25 shares of the company's common stock, and 555.638 shares of stock through the ERIP. Mr. Peiros further disclosed selling all 23,400 shares of common stock which were acquired through the stock option. All shares were acquired and sold in a November 5 deal. As of Sept. 30, 2008, there were 138,712,570 shares outstanding of the company's common stock par value - $1.00. About The Clorox Company Headquartered in Oakland, California, The Clorox Company (NYSE: CLX) -- http://www.thecloroxcompany.com/-- manufactures and markets household cleaning products with fiscal year 2007 revenues of US$4.8 billion. Clorox markets some of consumers' most trusted and recognized brand names, including its namesake bleach and cleaning products, Green Works(TM) natural cleaners, Armor All(R) and STP(R) auto-care products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and containers, and Burt's Bees(R) natural personal care products. Clorox has manufacturing facilities in China, Costa Rica, Dominican Republic, Malaysia, Panama, Peru, United Kingdom, among others. The Clorox Company's balance sheet at Sept. 30, 2008, showed total assets of $4.58 billion and total liabilities of $4.95 billion, resulting in a stockholders' deficit of about $370.00 million. CLOROX COMPANY: September 30 Balance Sheet Upside-Down by $370MM ---------------------------------------------------------------- The Clorox Company's balance sheet at Sept. 30, 2008, showed total assets of $4.58 billion and total liabilities of $4.95 billion, resulting in a stockholders' deficit of about $370.00 million. The company reported net earnings of $128 million compared to net earnings of $111 for the same period in the previous year. The company stated in its regulatory filing with the Securities and Exchange Commission that its financial condition and liquidity remain strong as of Sept. 30, 2008. Net cash provided by operations was $93 million for the three months ended Sept. 30, 2008, compared to $163 million for the three months ended Sept. 30, 2007. The decrease was due to higher working capital. Working capital reflected the impact of the BBI acquisition and higher inventory levels resulting from increased commodity costs and inventory builds to support both new product launches and the manufacturing network consolidation. Also contributing to the decline in cash flow were higher incentive compensation and interest payments versus the prior year quarter. The company's balance of working capital, defined in this context as total current assets net of total current liabilities, increased by $16 million from June 30, 2008 to Sept. 30, 2008, due to decreases in accrued liabilities and accounts payable, partially offset by a decrease in receivables and other current assets. The $99 million decrease in accrued liabilities and accounts payable was driven by $50 million of profit sharing and incentive compensation payments offset by a net decrease of $13 million in accrued interest on long-term debt due to the timing of payments. Capital expenditures were $39 million during the three months ended Sept. 30, 2008, compared to $26 million in the comparable prior year quarter. Net cash used for financing activities was $75 million for the three months ended Sept. 30, 2008, compared to $110 million in the comparable prior year quarter. The change in cash used for financing activities was primarily due to lower repayments of commercial paper due to the decrease in cash provided by operations. At Sept. 30, 2008, the company had $754 million commercial paper outstanding at a weighted average interest rate of 5.3%. At June 30, 2008, the company had $781 million commercial paper outstanding at a weighted average interest rate of 2.9%. At Sept. 30, 2008, the company had a $1.20 billion revolving credit agreement, which expires in April 2013. The company believes the revolving credit is now available and will continue to be available for general corporate purposes and to support commercial paper issuances. A full-text copy of the the 10-Q filing is available for free at http://ResearchArchives.com/t/s?3506 About The Clorox Company Headquartered in Oakland, California, The Clorox Company (NYSE: CLX) -- http://www.thecloroxcompany.com/-- manufactures and markets household cleaning products with fiscal year 2007 revenues of US$4.8 billion. Clorox markets some of consumers' most trusted and recognized brand names, including its namesake bleach and cleaning products, Green Works(TM) natural cleaners, Armor All(R) and STP(R) auto-care products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and containers, and Burt's Bees(R) natural personal care products. Clorox has manufacturing facilities in China, Costa Rica, Dominican Republic, Malaysia, Panama, Peru, United Kingdom, among others. COLONIAL GARDENS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Colonial Gardens, LLC dba Colonial Gardens Residential Care Community c/o J Wallace Gutzler POB 3006 Salem, OR 97302-0006 Case No.: 08-36655 Petition Date: December 2, 2008 Court: U.S. Bankruptcy Court District of Oregon Judge: Trish M. Brown Debtor's Counsel: ALBERT N KENNEDY, Esq. 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2013 Email: al.kennedy@tonkon.com LEON SIMSON, Esq. Tel: (503) 802-2067 Email: leon.simson@tonkon.com TIMOTHY J CONWAY, Esq. Tel: (503) 802-2027 Email: tim.conway@tonkon.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/orb08-36655.pdf Ten affiliates filed separate Chapter 11 petitions on August 17, 2008, in the Middle District of Tennessee, Nashville Division: Affiliate Case Number --------- ----------- Nashville Senior Living, LLC 08-07254 Anderson Senior Living Property, LLC 08-07255 Charlotte Oakdale Property, LLC 08-07256 Greensboro Oakdale Property, LLC 08-07257 Mt. Pleasant Oakdale I Property, LLC 08-07258 Mt. Pleasant Oakdale II Property, LLC 08-07259 Pinehurst Oakdale Property, LLC 08-07260 Winston-Salem Oakdale Property, LLC 08-07261 Century Fields Retirement and Assisted Living Community, LLC 08-07338 Briarwood Retirement and Assisted Living Community, LLC 08-07339 Three more affiliates filed separate Chapter 11 petitions on December 1, 2008, in Oregon: Affiliate Case Number --------- ----------- Portland Senior Living, LLC 08-36630 Stayton SW Assisted Living, L.L.C. 08-36637 Medallion Assisted Living Limited Partnership 08-36638 COMFORT COMPANY: Files Reorganization Plan & Disc. Statement ------------------------------------------------------------ Comfort Company, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware on Nov. 26, 2008, their Joint Plan of Reorganization and Disclosure Statement in support of their Joint Plan of Reorganization. A hearing to consider the adequacy of the Disclosure Statement is set before the Honorable Mary F. Walrath on Dec. 22, 2008. Plan Funding In order to finance distributions contemplated by the Plan and to fund the Debtors' operations, the Debtors will secure commitments for exit financing in amounts sufficient to fund the payments required under the Plan and to operate their businesses going forward. Following is a summary of the classification and treatment of Claims and Equity Interests under the Plan Classification and Treatment of Claims Except with respect to Administrative Claims that are Fee Claims, each holder of an Allowed Administrative Claim shall be paid in full. Each holder of an Allowed Priority Tax Claim shall receive Cash installment payments in accordance with Sec. 1129(a)(9)(C) of the Bankruptcy Code. Except to the extent a holder of a DIP Claim agrees to convert its DIP Claim into loans or letters of credit outstanding under the Exit Facility, all DIP Claims will be paid in full from the proceeds of the initital drawing under the Exit Facility. Class Type of Claim Status ----- ----------------------------- ---------- 1 Other Priority Claim Unimpaired 2 First Lien Secured Claims Impaired 3 Other Secured Claims Unimpaired 4 First Lien Deficiency Claims Impaired 5 Second Lien Claims Impaired 6 General Unsecured Claims Impaired 7 Intercompany Claims Unimpaired 8 Intercompany Equity Interests Unimpaired 9 Existing Equity Interests Impaired The Plan contemplates: a) Payment in full in Cash to holders of Allowed Other Priority Claims under Class 1; b) Distribution of term notes and shares representing an aggregate of at least 75% of the Issued New Equity to holders of Allowed First Lien Secured Claims under Class 2; c) At the sole option of the Debtors, payment in full in Cash, or reinstatement of such Allowed Other Secured Claim under Class 3, or return of the Collateral securing its Allowed Other Secured Claim in full and complete satisfaction of such Allowed Other Secured Claim; d) Distribution of shares representing an aggregate of 6.8% of the Issued New Equity and 68% of the net proceeds of all recoveries on Avoidance Actions to holders of First Lien Deficiency Claims under Class 4; e) Distribution of shares representing an aggregate of 2.3% of the Issued New Equity and 23% of the net proceeds of all recoveries on Avoidance Actions to holders of Second Lien Claims under Class 5; f) Distribution of shares representing an aggregate of 0.9% of the Issued New Equity and 9% of the net proceeds of all recoveries on Avoidance Actions to holders of Allowed General Unsecured Claims under Class 6 other than First Lien Deficiency Claims under Class 4 and Second Lien Claims under Class 5; g) allowing holders of Intercompany Claims under Class 7 to retain those claims, which shall not be discharged by the Plan or Confirmation Order, but shall instead be liquidated, determined and satisfied in accordance, and in a manner consistent, with the Debtors historical practices as if the Chapter 11 Cases had not been commenced; and h) allowing holders of Intercompany Equity Interests under Class 8 to retain those Equity Interests. i) Holders of Existing Equity Interests under Class 9 shall receive no Distribution, and all Existing Equity Interests will be cancelled and deemed worthless. Classes 1, 3, 7 and 8 under the Plan are Unimpaired. Pursuant to Sec. 1126(f) of the Bankruptcy Code, holders of such Class 1, Class 3, Class 7 and Class 8 Claims are conclusively deemed to have accepted the Plan and therefore may not vote to accept or reject the Plan. Classes 2, 4, 5 and 6 under the Plan are Impaired. Holders of such Class 2, Class 4, Class 5 and Class 6 Claims as of the Record Date, are entitled to vote to accept or reject the Plan. Holders of Class 9 Equity Interests also are Impaired under the Plan and will receive no Distribution or property under the Plan. Accordingly, they are conclusively presumed to have voted to reject the Plan and will not receive Ballots. A full-text copy of the Debtors' Joint Plan of Reorganization is available for free at http://researcharchives.com/t/s?35db A full-text copy of the Debtors' Disclosure Statement in support of the Debtors' Joint Plan of Reorganization is available for free at http://researcharchives.com/t/s?35dc About Comfort Co. Headquartered in West Long Branch, New Jersey, Comfort Co., Inc. - - http://www.sleepinnovations.com/-- is a holding company that owns 100% of the common stock of Sleep Innovations, Inc., which, in turn, is the direct parent of Advanced Innovations East, LLC, Advanced Innovations West, LLC, Advanced Innovations Central, LLC and Advanced Urethane Technologies, Inc. Advanced Urethane is the direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon, Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc. The Debtors develop, manufacture, market and distribute foam comfort sleep products, which include pillows, mattresses and mattress toppers, for sale to major retailers in the United States, Canada, Mexico and other countries. The Debtors also manufacture and sell standard and specialty polyurethane foam products to end market users, such as manufacturers in the bedding, furniture, automotive, packaging, medical and consumer products industries. The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr. D. Del. Lead Case No. 08-12305). Michael R. Lastowski, Esq., and Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington, Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in Philadelphia, and Sheryl L. Toby, Esq.. at Dykema Gossett, PLLC, represents the Debtors as counsel. In its schedules, Comfort Company, Inc. listed total assets of $992 and total debts of $338,408,756. In its schedules, Sleep Innovations listed total assets of $93,363,164 and total debts of $366,468,023. On Nov. 21, 2008, the Court entered an order establishing Jan. 15, 2009, as the deadline for general creditors to file proofs of claim against the Debtors and April 1, 2009, as the deadline for governmental units to file proofs of claim against the Debtors. COMMONWEALTH LAND: S&P Revises Counterparty Rating to R From BB- ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its counterparty credit and financial strength ratings on Lawyers Title Insurance Corp. and Commonwealth Land Title Insurance Co. to 'R' from 'BB-'. S&P also said that it withdrew its 'BB-' ratings on Land Title Insurance Co., Title Insurance Co. of America, Transnation Title Insurance Co., and Transnation Title Insurance Co. of New York. These entities were merged into other, larger title insurance subsidiaries. (S&P never assigned a rating to United Capital Title Insurance Co., a key member of LandAmerica.) S&P revised the ratings on Lawyers and Commonwealth to 'R' following the Nebraska Department of Insurance's filing of orders of rehabilitation for these companies. Lawyers and Commonwealth are title insurance subsidiaries of LandAmerica Financial Group Inc., which filed for bankruptcy protection on Nov. 26, 2008. It is S&P's policy to revise the ratings on an insurer to 'R' anytime an insurer is placed under regulatory supervision. NEDOI's actions have no impact on S&P's 'BB-' ratings on LandAmerica New Jersey Title Insurance Co., which remain on CreditWatch developing. Despite the orders of rehabilitation, S&P's views Fidelity National Financial Inc.'s planned acquisition of LFG's title insurance operations (LandAmerica) -- including Lawyers and Commonwealth -- as a positive for LandAmerica. Applying FNF's historically effective strategy for managing mortgage cycles should improve LandAmerica's profitability. FNF believes combining the operations will lead to significant cost savings for the consolidated entity. FNF should also benefit from LandAmerica's strong presence in the commercial title insurance industry. "If the merger is completed, S&P would likely assign ratings to all of the LandAmerica operating companies, including Lawyers and Commonwealth," said S&P's credit analyst James Brender. "However, it is unlikely that S&P would align the ratings on these entities with those on FNF's title insurance subsidiaries unless the group provides additional explicit support to LandAmerica." S&P generally does not view recently acquired companies as core subsidiaries, but S&P could come to consider them core if they are fully integrated into the group's strategy and operations. S&P would likely downgrade LandAmerica's subsidiaries (except Lawyers and Commonwealth) if the merger is not completed. CONFRONTATION CHURCH: Case Summary & 2 Largest Creditors -------------------------------------------------------- Debtor: Confrontation Church of God in Christ, Inc. 430 West Main La Porte, TX 77571 Case No.: 08-37664 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: Dennis James Albright, Esq. 2201 Market Sq, Ste 418 Galveston, TX 77550-1529 Tel: 713-453-2157 Fax: 713-453-2162 Email: dennis.albright@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,000 to $500,000 The Debtor identified its two largest unsecured creditors as: U.S. Bank Manifest Funding Services 1450 Channel Parkway Marshall, MN56258 Managed Mortgage Investment Fund, LP 13214 Park Forest Trail Cyrpess, TX 77429 The Debtor did not specify the claim amounts. COUNTRY GARDEN: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Country Garden Inn & Spa, Inc. dba Country Garden Mahar Trust 101 Main Street Rowley, MA 01969 Bankruptcy Case No.: 08-19069 Chapter 11 Petition Date: November 26, 2008 Court: District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: John F. Davis, Esq. johnfdavisesq@comcast.net Borwn, Brown & Davis LLC PO Box 37 Beverly, MA 01915 Tel: (978) 232-9640 Fax: (978) 232-9644 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 unsecured creditors. The petition was signed by president Alan Mahar. DEAN HEMBREE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Dean Hembree Properties, LLC P.O. Box 416 Villa Rica, GA 30180 Bankruptcy Case No.: 08-13618 Chapter 11 Petition Date: December 2, 2008 Court: Northern District of Georgia (Newnan) Judge: W. Homer Drake Debtor's Counsel: J. Nevin Smith, Esq. cstembridge@smithdiment.com Smith Diment Conerly, LLP 402 Newman Street Carrollton, GA 30117 Tel: (770) 834-1160 Fax: (770) 834-1190 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/ganb08-13618.pdf The petition was signed by manager Robert W. Dean. DOUGLAS SAAREL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Douglas A. Saarel dba Sky Ranch Seminars Susann Saarel Windows of the Heart Fine Art Portraiture fdba Susann Saarel Photography Sussan Ehringer 201 Elk Ridge Road Livingston, MT 59047 Bankruptcy Case No.: 08-61684 Chapter 11 Petition Date: December 2, 2008 Court: U.S. Bankruptcy Court, District of Montana (Butte) Debtor's Counsel: James A. Patten, Esq. Patten, Peterman, Bekkedahl & Green The Fratt Building, Ste. 3000 Billing, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor's Largest Unsecured Creditors: A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/mtb08-61684.pdf EL POLLO: S&P Junks Corporate Credit Rating; Outlook Negative ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered the corporate credit rating on Costa Mesa, California-based El Pollo Loco Inc. to 'CCC+' from 'B-'. At the same time, S&P revised the recovery rating on the company's senior secured credit facility to '2' from '1' and changed the recovery rating on the company's unsecured notes to '6' from '5'. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery in the event of default, while the '6' recovery rating indicates its expectation of negligible (0%-10%) recovery in the event of default. In line with these changes, S&P lowered the issue-level rating on the senior secured credit facility to 'B-' from 'B+', and the facility is now rated one notch above the corporate rating on El Pollo Loco. S&P also lowered the issue-level rating on the unsecured notes to 'CCC-' from 'CCC+' and the notes are now rated two notches below the corporate credit rating. The outlook is negative. "The downgrade reflects the limited cushion over financial covenants despite available cash balances at the company and its parent, Chicken Acquisition Corp.," said S&P's credit analyst Charles Pinson-Rose. ELIAS NAMAN II: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Elias Michael Naman, II aka Alec Naman 9990 Waterford Way Mobile, AL 36695 Case No.: 08-14816 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Michael B. Smith, Esq. PO Box 40127 Mobile, AL 36640 Tel: (251)441-8077 Email: smi067@aol.com Total Assets: $798,652 Total Debts: $1,178,400 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alsb08-14816.pdf ERIC GLASSER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: ERIC DALE GLASSER dba WOOD RITE, LLC dba LANDMARK CONTRUCTION GROUP 2530 BLAIR BLVD Nashville, TN 37212 Case No.: 08-11406 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Debtor's Counsel: STEVEN L. LEFKOVITZ, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 CHURCH ST STE 410 NASHVILLE, TN 37219 Tel: 615 256-8300 Fax: 615 250-4926 Email: Stevelefkovitz@aol.com Estimated Assets: $1,416,700 Estimated Debts: $1,736,239 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/tnmb08-11406.pdf FAIRFAX FINANCIAL: Fitch BB+ Ratings Unmoved by Northbridge Offer ----------------------------------------------------------------- Fairfax Financial Holdings Limited's recently announced formal offer to acquire the remaining 37% of Northbridge Financial Corporation that it does not already own does not affect ratings on Fairfax or any of its subsidiaries, according to Fitch Ratings. This privatization offer is consistent with Fitch's view of Fairfax as a 'true' holding company acquiring and overseeing subsidiary insurance and reinsurance companies under a decentralized management approach. While the cash consideration of C$686 million (C$39.00 per share) represents an almost 29% premium over the closing price when Fairfax approached Northbridge with the proposed transaction on Nov. 13, 2008, Fitch considers this a prudent use of cash given the opportunities available in the current difficult investment and credit market environment. Furthermore, Fairfax maintains a sizable amount of holding company cash, short-term investments and marketable securities ($1.2 billion at Sept. 30, 2008) that provides the company with favorable financial flexibility and liquidity for operating needs and debt service. Fairfax's debt-to-total capital ratio is reasonable at about 24% at Sept. 30, 2008 as the company has been able to grow shareholders' equity almost 11% since year-end 2007. This increase is driven by $1.1 billion of net earnings in the first nine months of 2008, including $1.9 billion in gains on investments, primarily from highly volatile credit default swaps and equity and equity index total return swaps and short positions. Through the first nine months of 2008, Northbridge reported $140.4 million of pre-tax income with a 103.9% combined ratio. Fitch's ratings of Fairfax's three core operating businesses - primary US insurance operations through Crum & Forster, Canadian insurance operations through Northbridge and reinsurance operations through Odyssey Re - are rated at stand-alone levels currently, with no enhancement or detriment from the parent company. Northbridge has been a publicly traded company in Canada since Fairfax sold 19% via an initial public offering in May 2003. A secondary offering completed in May 2004 brought Fairfax's ownership to approximately 59% and is currently approximately 63%. Following the transaction, expected to be completed in the first quarter of 2009, Northbridge will be a wholly owned subsidiary of Fairfax. Fitch currently rates Fairfax and subsidiaries as follows with a Stable Rating Outlook: Fairfax Financial Holdings Limited -- Issuer Default Rating (IDR) 'BBB-'; -- Senior debt 'BB+'; -- $182 million unsecured due April 15, 2012 'BB+'; -- $91 million unsecured due Oct. 1, 2015 'BB+'; -- $283 million unsecured due June 15, 2017 'BB+'; -- $144 million unsecured due April 15, 2018 'BB+'; -- $92 million unsecured due April 15, 2026 'BB+'; -- $91 million unsecured due July 15, 2037 'BB+'. Fairfax, Inc. -- IDR 'BBB-'. Odyssey Re Holdings Corp. -- IDR 'BBB'; -- $50 million series A unsecured due March 15, 2021 'BBB-'; -- $50 million series B unsecured due March 15, 2016 'BBB-'; -- $40 million series C unsecured due Dec. 15, 2021 'BBB-'; -- $225 million unsecured due Nov. 1, 2013 'BBB-'; -- $125 million unsecured due May 1, 2015 'BBB-'; -- $50 million series A preferred shares 'BB+'; -- $50 million series B preferred shares 'BB+'. Odyssey America Reinsurance Corporation -- Insurer Financial Strength (IFS) at 'A-'. Crum & Forster Holdings Corp. -- IDR at 'BB+'; -- $330 million unsecured due May 1, 2017 at 'BB'. Crum & Forster Insurance Group: Crum and Forster Insurance Company Crum & Forster Indemnity Company The North River Insurance Company United States Fire Insurance Company -- IFS at 'BBB'. Northbridge Financial Insurance Group: Commonwealth Insurance Company Commonwealth Insurance Company of America Federated Insurance Company of Canada Lombard General Insurance Company of Canada Lombard Insurance Company Markel Insurance Company of Canada Zenith Insurance Company (Canada) -- IFS at 'BBB+'. FINLAY FINE: Distressed Exchange of Notes Cues Moody's 'D' Rating ----------------------------------------------------------------- Moody's Investors Service downgraded the probability of default rating of Finlay Fine Jewelry Corporation to D from Ca signifying that a default has occurred on its rated securities. In addition, Moody's also downgraded the company's corporate family rating to Caa3 from Caa2 and affirmed the senior unsecured notes rating at Ca. The rating outlook is negative. The downgrade of the probability of default rating to D is prompted by Finlay's distressed exchange of $139.6 million of its 8.375% Senior Notes for new Third Lien Secured PIK Notes. Moody's intends to change Finlay's Probability of Default rating to Caa3 in the very near term. The downgrade of the corporate family rating reflects the company's sizable level of free cash flow burn given its very weak operating performance, and the increased probability that the company could suffer another default on its debt over the next 12- 18 months. In addition, the downgrade reflects the additional debt Finlay incurred by issuing $20 million of senior secured second lien notes. The distressed exchange of 70% of Finlay's senior unsecured notes for third lien PIK notes will provide the company with some cash flow relief. However, Finlay's liquidity is weak despite the temporary relief from paying a portion of its interest expense in cash as well as the new capital provided by the $20 million second lien notes. The company is currently generating significant free cash flow deficits which are expected to continue given the challenging economic environment. The Caa3 corporate family rating reflects Finlay's very weak credit metrics and increasing amounts of free cash flow burn. The rating also reflects its very limited financial flexibility. The rating reflects the risk that Finlay potentially may not be able to meet its minimum availability threshold under its asset based revolving credit facility without reducing its current level of free cash flow burn. The negative outlook reflects the very difficult Holiday sales environment which is likely to significantly pressure Finlay's fourth quarter sales results, liquidity, and credit metrics. These ratings are downgraded: -- Corporate family rating to Caa3 from Caa2; -- Probability of default rating to D from Ca. Moody's will change the probability of default rating to Caa3 this week. This rating is affirmed and point estimates adjusted: -- Senior unsecured notes at Ca (LGD 6, 91%). The last rating action on Finlay was on November 19, 2008 when the company's probability of default and senior unsecured notes ratings were downgraded Ca following its announcement of the distressed exchange. This rating action concludes the review for possible downgrade. Finlay Fine Jewelry, headquartered in New York City, operates 671 leased jewelry departments in major retailers as well as 67 Bailey Banks and Biddle locations, 35 Carlyle, and 5 Congress Jewelers specialty jewelry stores. For the year ended February 3, 2008, revenues from continuing operations were nearly $836 million. FINLAY ENTREPRISES: S&P Raises Corporate Credit Rating to 'CCC' --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Finlay Enterprises Inc. and its wholly owned subsidiary Finlay Fine Jewelry Corp. to 'CCC' from 'SD'. The outlook is negative. At the same time, S&P raised the rating on the company's remaining 8 3/8% senior notes due June 2012 outstanding to 'CC' from 'D' and assigned a recovery rating of '6' to this debt issue, indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P also assigned recovery ratings to the company's new second- and third-lien debt due 2012. The issue- level ratings on the second- and third-lien debt are 'CC' (two notches lower than the corporate credit rating on Finlay), and S&P assigned a recovery rating of '6' to the debt, indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The upgrade reflects the completion of the distressed debt exchange and resulting capital structure which provides the company with marginally more liquidity," said S&P's credit analyst David Kuntz. FITNESS HOLDINGS: May Use Cash Collateral Until Dec. 21, 2008 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved on Nov. 25, 2008, the stipulation of Fitness Holdings International, Inc., Pacific Western Bank, and the Official Committee of Unsecured Creditors for the use of Cash Collateral for a period of three weeks, beginning on Dec. 1, 2008, and ending Dec. 21, 2008, exclusively to pay the items set forth in the proposed budget. As of the Petition Date, the Debtor's entire outstanding indebtedness to Pacific Western Bank was approximately $18,783,489, consisting of principal of $18,639,313, interest of $135,594, and legal fees and costs of approximately $8,582. This indebtedness is secured by the Debtors' cash and inventory. The Debtor says its inventory is valued, on a going concern basis, at $18,861,911 as of the Petition Date. Together with cash of $586,000, the total cash and inventory is valued at $19,447,911. The Bank is granted valid, duly-perfected and unavoidable security interests in all of the Debtor's and all of the estate's right, title and interest in all postpetion property with the same description and to the same extent as the Bank's prepetition security interests The Bank's replacement liens and claim are subject only to a Carve-Out for (i) U.S. Trustee fees, (ii) allowed actual and necessary expenses incurred by members of the Committee, but only to extent such expenes are approved by the Court and provided for by a specific line item in the proposed budget, and (iii) allowed fees of the Debtor's bankruptcy counsel and financial advisor and of similar professionals employed by the Committee, to the extent approved by the Court and provided foro by a specific line item in the proposed budget. As adequate protection, Pacific Western is granted adequate protection payments against diminution in the value of the Collateral. The Committee may, however, within 60 days from the date of such payment, file a motion seeking a determination that the payment was in excess of the amount necessary to afford such protection to the Bank. About Fitness Holdings Long Beach, Calif.-based Fitness Holdings International, Inc., is a retailer of fitness equipment for home use. As of the Petition Date, the Debtor operated 111 retail stores. The company filed for Chapter 11 protection on Oct. 20, 2008 (Bankr. C. D. Calif. Case No. 08-27527). David S. Kupetz, Esq., and Tamar Kouyoumjian, Esq., at SulmeyerKupetz, A Professional Corporation, represent the company in its restructuring efforts. Henkie F. Barron, Esq., at Winston & Strawn LLP, represents the Official Committee of Unsecured Creditors as counsel. The company listed assets of between $10 million and $50 million, and debts between $10 million and $50 million. FITNESS HOLDINGS: May Employ Kibel Green as Financial Advisors -------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California granted Fitness Holdings International, Inc., permission to employ Kibel Green, Inc., as its financial advisors and investment bankers. As the Debtor's financial advisors and investment bankers, Kibel Green will, among others, assist the Debtor in addressing finance and accounting issues and assist the Debtor in the potential sale of its assets either as a "going concern," a liquidation, or a combination of both. As compensation for its services, from the Petition Date through the eight weeks after the Petition Date, Kibel Green shall be paid a flat weekly fee of $25,000. Thereafter, the fees payable to Kibel Green will be reduced to $15,000 per week, which will be payable until such time that Kibel Green's employment is complete. All weekly payments to Kibel Green shall be subject to authorization in a cash collateral budget to be approved by the Court. Prior to the Petition Date, Kibel Green received total payments of $200,000. After deducting for services rendered prior to the Petition Date, a balance of $180,015 remains. Richard Alston, a managing director at Kibel Green, assures the Court that the management and financial consulting firm does not hold or represent any interest adverse to the Debtor or its estate, and that the firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankrutcy Code. About Fitness Holdings Long Beach, Calif.-based Fitness Holdings International, Inc., is a retailer of fitness equipment for home use. As of the Petition Date, the Debtor operated 111 retail stores. The company filed for Chapter 11 protection on Oct. 20, 2008 (Bankr. C. D. Calif. Case No. 08-27527). David S. Kupetz, Esq., and Tamar Kouyoumjian, Esq., at SulmeyerKupetz, A Professional Corporation, represent the company in its restructuring efforts. Henkie F. Barron, Esq., at Winston & Strawn LLP, represents the Official Committee of Unsecured Creditors as counsel. The company listed assets of between $10 million and $50 million, and debts between $10 million and $50 million. FLORIDA LAND: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Florida Land Co II V V, LLC c/o Ambit Funding 24 South River Street Wilkes-Barre, PA 18702 Case No.: 08-08639 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: Douglas Q. Wickham, Esq. Hatch, Little & Bunn, LLP PO Box 527 Raleigh, NC 27602 Tel: 919 856-3940 Fax: 919 856-3950 Email: dqwickham@hatchlittlebunn.com Total Assets: $7,776,000 Total Debts: $5,095,000 The Debtor's two largest unsecured creditors are: Cox Kliewer & Co. PC $390,000 2533 Virginia Beach Blvd. Virginia Beach, VA 23452 John A. Edwards & Co. $48,597 333 Wade Ave Raleigh, NC 27605 FORD MOTOR: Seeks Financial Support From Canadian Gov't ------------------------------------------------------- Matthew Dolan at The Wall Street Journal reports that Ford Motor Co., General Motors Corp., and Chrysler LLC have approached the Canadian government for financial support. According to WSJ, Canada's Minister of Industry Tony Clement and Michael Bryant, Ontario's Minister of Economic Development, said that they received the restructuring plans they requested from Chrysler Canada, Ford Motor Company of Canada, and General Motors of Canada. The report says that the amount requested in the plans would be in addition to the $34 billion that the three companies are requesting from the U.S. Congress. WSJ relates that Ford Motor submitted its plan to the Canadian government on Friday, asking for a $2 billion line of credit and assuring the government that it wouldn't access the line unless: -- a more severe downturn in the economy occurred, or -- a position similar to the one Ford Motor has taken in its bid for a $9 billion credit line pending before the U.S. Congress. Chrysler spokesperson Lori McTavish said that the company presented its plan in Canada on Thursday, asking for a $1.6 billion loan from the Federal Government and Province of Ontario, WSJ reports. "The amount requested is based on Chrysler's percent of North American production, which is 23 percent," the report quoted Ms. McTavish as saying. WSJ states that a GM official said on Friday that the company was in negotiations with the Canadian government. GM didn't disclose the amount of the loan it is seeking from the government. Argentina WSJ relates that the Argentine government said on Saturday that it will offer the country's auto industry about $900 million in loans. The Argentine government, according to the report, said on Thursday that it would invest $3.9 billion to grant low-cost loans to farmers, industry, and automakers. The government said that program includes the local branches of Renault SA, PSA Peugeot Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the report states. Citing Argentine Production Minister Deborah Giorgi, WSJ reports that the auto makers will each offer two models selling for $10,000 or less for people purchasing a new car for the first time, and must shun layoffs and hold down profit margins on cars sold under the program. Bailout Requests in Congress & Administration Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that signs of deterioration in the U.S. job market boosted the bailout requests of GM, Ford Motor, and Chrysler. The Democratic leaders in the Congress and the George W. Bush administration are close to reaching an agreement to provide a down payment to keep the auto industry afloat until early next year, according to WSJ. WSJ relates that the deal would draw funds from a program initially meant to help the industry retool to meet higher fuel- economy standards. The funding level is expected to be between $14 billion and $15 billion, the report says. The proposed pact, WSJ states, would include a commitment to rapidly replenish the retooling program, have strong government oversight through a new board to be created to help manage the industry's restructuring. Ford, GM, Chrysler Use Internet to Win Support Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are using digital-marketing techniques to seek support for their federal aid requests. The report says that Ford Motor, GM, and Chrysler have launched campaigns on several Web sites, including Google, YouTube, various blogs, Facebook, and the social-messaging site Twitter. Ford Motor, says WSJ, posted videos on YouTube. WSJ relates that Ford Motor started purchasing Internet search ads to appear when bailout-related keywords are used and display ads on news sites -- including those of WSJ and CNN. According to the report, Ford Motor is also using blogs and other social media. The report states that Ford Motor has enlisted members of its staff to respond to blog postings and messages on Twitter. According to WSJ, Chrysler used blogs and created a new YouTube channel called Grab Democracy, as well as a Web site to promote its position. Chrysler launched a virtual road show, which includes CEO Robert Nardelli talking about the company's business plan with his senior management team, WSJ relates. GM, WSJ reports, is running ads linked to search terms about the auto bailout, the United Auto Workers and the economy, posting videos on YouTube, and buying ads on the third-party sites where Google sells space. GM's site, GMFactsandFiction.com, explains how the company ended up in its current situation and its plans, WSJ says. 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 Nov. 11, 2008, Moody's Investors Service lowered the debt ratings of Ford Motor Company, Corporate Family and Probability of Default Ratings to Caa1 from B3. The company's Speculative Grade Liquidity rating remains at SGL-3 and the rating outlook is negative. In a related action Moody's also lowered the long-term rating of Ford Motor Credit Company to B3 from B2. The outlook for Ford Credit is negative. As reported in the Troubled Company Reporter on Oct. 10, 2008, Fitch Ratings downgraded the Issuer Default Rating of Ford Motor Company and Ford Motor Credit Company by one notch to 'CCC' from 'B-'. FORD MOTOR: Will Review Strategic Alternatives for Volvo Cars ------------------------------------------------------------- Ford Motor Company will re-evaluate strategic options for Volvo Car Corporation, including the possible sale of the Sweden-based premium automaker. Ford said the decision to re-evaluate strategic options for Volvo comes in response to the significant decline in the auto industry particularly in the past three months and the severe economic instability worldwide. The strategic review of Volvo is in line with a broad range of actions Ford is taking to strengthen its balance sheet and ensure it has the resources to implement its product-led transformation plan. "Given the unprecedented external challenges facing Ford and the entire industry, it is prudent for Ford to evaluate options for Volvo as we implement our ONE Ford plan," said Ford president and CEO Alan Mulally. "Volvo is a strong global brand with a proud heritage of safety and environmental responsibility and has launched an aggressive plan to right-size its operations and improve its financial results. As we conduct this review, we are committed to making the best decision for both Ford and Volvo going forward." Ford said the review likely will take several months to complete. In the meantime, Ford will continue working closely with Volvo as it implements its restructuring plan under CEO Stephen Odell, who was appointed to lead Volvo earlier this year. At the same time, Ford and Volvo will continue to put in place processes that allow Volvo to operate on a more stand-alone basis in the absence of the Premier Automotive Group structure, an effort which began in November 2007 following a previous review by Ford of strategic options for Volvo. "Outstanding safety, an increased focus on environmentally friendly vehicles and contemporary Scandinavian design will continue to be the foundation upon which we will build a strong Volvo business for the future," Mr. Odell said. "We intend to build upon our strong brand heritage and to appeal to our global customers with vehicles like the new XC60 -- the safest car Volvo has ever built. Volvo also will introduce seven low-emission models in 2009, giving us the best environmental product range in the premium segment. "We have a strong brand presence in Europe, North America and the Asia Pacific region, and are growing in key markets such as China and Russia, where we are the leading premium brand," Mr. Odell added. 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 Nov. 11, 2008, Moody's Investors Service lowered the debt ratings of Ford Motor Company, Corporate Family and Probability of Default Ratings to Caa1 from B3. The company's Speculative Grade Liquidity rating remains at SGL-3 and the rating outlook is negative. In a related action Moody's also lowered the long-term rating of Ford Motor Credit Company to B3 from B2. The outlook for Ford Credit is negative. As reported in the Troubled Company Reporter on Oct. 10, 2008, Fitch Ratings downgraded the Issuer Default Rating of Ford Motor Company and Ford Motor Credit Company by one notch to 'CCC' from 'B-'. FORD MOTOR: GVP Sells 8,522 Shares of Common Stock -------------------------------------------------- James D. Farley, group vice president of Ford Motor Co. disclosed in a regulatory filing with the Securities and Exchange Commission that he purchased 20,886 shares of the company's common stock on Nov. 15. He also disclosed that he may be deemed to beneficially own 12,364 shares of the company's common stock after the sale of 8,522 shares of common stock at $1.8 per share on Nov. 15. As of Oct. 27, 2008, Ford Motor has outstanding 2,318,003,459 shares of Common Stock and 70,852,076 shares of Class B Stock. 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 Nov. 11, 2008, Moody's Investors Service lowered the debt ratings of Ford Motor Company, Corporate Family and Probability of Default Ratings to Caa1 from B3. The company's Speculative Grade Liquidity rating remains at SGL-3 and the rating outlook is negative. In a related action Moody's also lowered the long-term rating of Ford Motor Credit Company to B3 from B2. The outlook for Ford Credit is negative. TCR reported on Oct. 10, 2008, that Fitch Ratings downgraded the Issuer Default Rating of Ford Motor Company and Ford Motor Credit Company by one notch to 'CCC' from 'B-'. GENERAL MOTORS: May Replace Rick Wagoner as CEO ----------------------------------------------- John D. Stoll at The Wall Street Journal reports that General Motors Corp., along with Chrysler LLC, is being pressured to proceed with implementing tough measures to change how it does business, including the possible replacement of its CEO Rick Wagoner. Mr. Wagoner should leave GM as part of any broader bailout package, WSJ says, citing Sen. Chris Dodd. The report states that Sen. Dodd said on CBS' "Face The Nation" talk show, "I think you've got to consider new leadership. If you're going to restructure, you've got to bring in a new team to do this. I think [Mr. Wagoner] has to move on." WSJ relates that Mr. Wagoner played a part in some of the missteps that led to GM's financial problems, including: -- the heavy use of sales incentives to drive sales, -- a reliance on truck sales and a belated recognition of consumer interest in hybrids, and -- other fuel-saving small cars. Bailout Requests in Congress & Administration Greg Hitt, Jeffrey McCracken, and Matthew Dolan of WSJ state that signs of deterioration in the U.S. job market boosted the bailout requests of GM, Ford Motor Co., and Chrysler. The Democratic leaders in the Congress and the George W. Bush administration are close to reaching an agreement to provide a down payment to keep the auto industry afloat until early next year, according to WSJ. WSJ relates that the deal would draw funds from a program initially meant to help the industry retool to meet higher fuel- economy standards. The funding level is expected to be between $14 billion and $15 billion, the report says. The proposed pact, WSJ states, would include a commitment to rapidly replenish the retooling program, have strong government oversight through a new board to be created to help manage the industry's restructuring. Other Financial Support Canada Matthew Dolan at WSJ says that GM, Ford Motor, and Chrysler have approached the Canadian government for financial support. According to WSJ, Canada's Minister of Industry Tony Clement and Michael Bryant, Ontario's Minister of Economic Development, said that they received the restructuring plans they requested from Chrysler Canada, Ford Motor Company of Canada, and General Motors of Canada. The report says that the amount requested in the plans would be in addition to the $34 billion that the three companies are requesting from the U.S. Congress. WSJ relates that Ford Motor submitted its plan to the Canadian government on Friday, asking for a $2 billion line of credit and assuring the government that it wouldn't access the line unless: -- a more severe downturn in the economy occurred, or -- a position similar to the one Ford Motor has taken in its bid for a $9 billion credit line pending before the U.S. Congress. Chrysler spokesperson Lori McTavish said that the company presented its plan in Canada on Thursday, asking for a $1.6 billion loan from the Federal Government and Province of Ontario, WSJ reports. "The amount requested is based on Chrysler's percent of North American production, which is 23 percent," the report quoted Ms. McTavish as saying. WSJ states that a GM official said on Friday that the company was in negotiations with the Canadian government. GM didn't disclose the amount of the loan it is seeking from the government. Argentina WSJ relates that the Argentine government said on Saturday that it will offer the country's auto industry about $900 million in loans. The Argentine government, according to the report, said on Thursday that it would invest $3.9 billion to grant low-cost loans to farmers, industry, and automakers. The government said that program includes the local branches of Renault SA, PSA Peugeot Citroen, Ford Motor, GM, Fiat Group SpA, and Volkswagen SA, the report states. Citing Argentine Production Minister Deborah Giorgi, WSJ reports that the auto makers will each offer two models selling for $10,000 or less for people purchasing a new car for the first time, and must shun layoffs and hold down profit margins on cars sold under the program. Merger Plans WSJ reports that Chrysler and Cerberus Capital Management LP are suspected that they merely want short-term financing to have time before selling Chrysler or merging it with another company. Chrysler, according to WSJ, told the Congress it "remains focused upon developing partnerships, strategic alliances or a consolidation as a fundamental element of its restructuring." Previous reports say that Chrysler was in alliance talks with Nissan Motor Co., and merger negotiations with GM, but decided to abandon both talks to seek government bailout. WSJ relates that some members of the House Financial Services Committee suggested during a hearing on Friday that Chrysler resume merger talks with GM. Citing people familiar with the matter, Neal E. Boudette, John D. Stoll, and Alex P. Kellogg at WSJ relate that Mr. Nardelli and GM CEO Rick Wagoner agreed that they need to focus on securing federal bailout loans before considering a merger, which is expected to be complicated and time-consuming. The report says that merger talks could hinder new concessions with the United Auto Workers union, which is against a GM-Chrysler merger. Analysts explained that a merged firm could result in layoffs of tens of thousands of workers due to "excess factory jobs," according to the report. WSJ reports that Messrs. Nardelli and Wagoner said that they could consider a merger as part of broader plan to provide financial aid to GM, Chrysler, and Ford Motor Co. According to WSJ, Mr. Wagoner and other top officials at GM believed that the company could save a lot by combining with Chrysler. Sources said that GM and Chrysler didn't rule out any merger plans between the two companies, WSJ states. Chrysler Hires Bankruptcy Counsel Chrysler has hired Jones Day as counsel on a possible bankruptcy filing, Jeffrey McCracken, Mike Spector, and Peter Lattman at WSJ report, citing people familiar with the matter. According to Thom Weidlich and James Rowley at Bloomberg News, Jones Day had counseled GM on a potential merger with Chrysler. Bloomberg relates that Chrysler is seeking a $7 billion financial aid from the government, fearing that it might run out of cash by March 31, 2009. Without the government's help, Chrysler might have to file for bankruptcy, says Bloomberg. Chrysler said in a statement that it has retained Jones Day and other outside advisors "to provide a comprehensive independent analysis of the various options available to the company." Corinne Ball, Jones Day's co-head of restructuring, is handling the case, WSJ states, citing people familiar with the matter. Ms. Ball, according to WSJ, has worked on other automotive bankruptcies like Dana Corp. and many cases involving the United Auto Workers union. The report says that Ms. Ball represented GM in its acquisition of Daewoo. Cerberus' Refusal to Help WSJ states that Congress has questioned why Chrysler's majority owner, Cerberus Capital, doesn't step up to stabilize the company. Chrysler's CEO Robert Nardelli, says the report, told the Senate that he already asked Cerberus Capital for help but was turned down. According to WSJ, Rep. Ginny Brown-Waite said that if Cerberus Capital isn't willing to "put forth any more money to stave off bankruptcy, how could we in all good conscience expect taxpayers to take on this substantial cost?" Mr. Nardelli said that Cerberus Capital provided investments for purchasing Chrysler from then-parent Daimler AG of Germany, the report states. "It's not as if they haven't tried to provide financial support for us over this period," and "I assume they don't have access to additional funds," the report quoted Mr. Nardelli as saying. Ford, GM, Chrysler Use Internet to Win Support Emily Steel at WSJ relates that GM, Ford Motor, and Chrysler are using digital-marketing techniques to seek support for their federal aid requests. The report says that Ford Motor, GM, and Chrysler have launched campaigns on several Web sites, including Google, YouTube, various blogs, Facebook, and the social-messaging site Twitter. Ford Motor, says WSJ, posted videos on YouTube. WSJ relates that Ford Motor started purchasing Internet search ads to appear when bailout-related keywords are used and display ads on news sites -- including those of WSJ and CNN. According to the report, Ford Motor is also using blogs and other social media. The report states that Ford Motor has enlisted members of its staff to respond to blog postings and messages on Twitter. According to WSJ, Chrysler used blogs and created a new YouTube channel called Grab Democracy, as well as a Web site to promote its position. Chrysler launched a virtual road show, which includes CEO Robert Nardelli talking about the company's business plan with his senior management team, WSJ relates. GM, WSJ reports, is running ads linked to search terms about the auto bailout, the United Auto Workers and the economy, posting videos on YouTube, and buying ads on the third-party sites where Google sells space. GM's site, GMFactsandFiction.com, explains how the company ended up in its current situation and its plans, WSJ says. 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. 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. As reported in the Troubled Company Reporter on Nov. 10, 2008, General Motors Corporation's balance sheet at Sept. 30, 2008, showed total assets of $110.425 billion, total liabilities of $170.3 billion, resulting in a stockholders' deficit of $59.9 billion. * * * As reported in the Troubled Company Reporter on Nov. 11, 2008, Standard & Poor's Ratings Services lowered its ratings, including the corporate credit rating, on General Motors Corp. to 'CCC+' from 'B-' and removed them from CreditWatch, where they had been placed with negative implications on Oct. 9, 2008. S&P said that the outlook is negative. Fitch Ratings, as reported in the Troubled Company Reporter on Nov. 11, 2008, placed the Issuer Default Rating of General Motors on Rating Watch Negative as a result of the company's rapidly diminishing liquidity position. Given the current liquidity level of $16.2 billion and the pace of negative cash flows, Fitch expects that GM will require direct federal assistance over the next quarter and the forbearance of trade creditors in order to avoid default. With virtually no further access to external capital and little potential for material asset sales, cash holdings are expected to shortly reach minimum required operating levels. Fitch placed these on Rating Watch Negative: -- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'. As reported in the Troubled Company Reporter on June 24, 2008, DBRS has placed the ratings of General Motors Corp. and General Motors of Canada Limited Under Review with Negative Implications. The rating action reflects the structural deterioration of the company's operations in North America brought on by high oil prices and a slowing U.S. economy. GENERAL MOTORS: S&P Downgrades Corporate Credit Rating to 'CC' -------------------------------------------------------------- Standard & Poor's Ratings Services said it has lowered its corporate credit rating on General Motors Corp. to 'CC' from 'CCC+' and lowered the ratings on the company's senior secured and senior unsecured debt. The outlook is negative. The downgrade follows GM's announcement, as part of its request for immediate federal assistance, that it will seek to reduce its current debt burden by more than half as it attempts to reduce cash outflows and win support for the new U.S. government-backed loans. "We believe the most likely scenario is that GM will offer to exchange some or all of its outstanding debt for equity or new debt at a steep discount to face value," said S&P's credit analyst Robert Schulz. "Given GM's weakening liquidity position, S&P consider such an offer to be a distressed exchange and, as such, is tantamount to a default," he continued. S&P understands that the company plans to complete this restructuring by March 2009. If GM were to complete an exchange offer, S&P would expect to lower the corporate credit rating on GM to 'SD' (selective default) and lower the exchanged issue ratings to 'D'. S&P would then, shortly thereafter, assign a new corporate credit rating to GM based on its assessment of the company's new capital structure and liquidity profile, while taking into account its business prospects and other relevant rating considerations. This assessment would include the effect of any new loans or other assistance provided by the U.S. government to GM, if such assistance is extended. S&P's preliminary expectation is that, even with substantial government support that enables GM to avoid a bankruptcy filing, the corporate credit rating would likely not rise out of the 'CCC' category immediately following the consummation of a debt exchange. S&P recognize that the post-exchange capital structure could result in substantially lower debt and interest costs, and government funding could improve GM's liquidity. However, it is S&P's view that many fundamental business risk considerations would remain unchanged for at least the next year and perhaps longer, most notably the company's exposure to deteriorating vehicle demand globally, but also the substantial execution risk of the company's ongoing restructuring and repositioning. GM on Tuesday announced its plan to restructure its debt and presented several other restructuring steps to the U.S. Congress in advance of hearings this week. The automaker is seeking $12 billion in government loans and a $6 billion credit line to bolster its liquidity. It said it also needs $4 billion of the loans by the end of December to continue operating into early next year. GM estimated that under its baseline scenario, it will burn through an additional $5 billion of cash from operations in the first quarter of 2009 and up to $8 billion under a downside scenario. These projections underscore the dramatic erosion of GM's financial position caused by the weakening global economy, scarce credit availability, and shifts in demand away from GM's more profitable vehicle segments. The outlook is negative. S&P would expect to lower the corporate credit rating to 'SD' and the affected issue ratings to 'D' upon completion of a debt exchange offer. S&P would then, shortly thereafter, assign a new corporate credit rating to GM based on, among other things, its assessment of the company's new capital structure and liquidity profile. S&P's preliminary expectation is that, even with substantial government support, GM's corporate credit rating would not rise above the 'CCC' category following the completion of a debt exchange. GRAYSTONE AT WHISPERING PINES: Case Summary & 2 Largest Creditors ----------------------------------------------------------------- Debtor: Graystone at Whispering Pines, LLC 7619 Little River Turnpike Annandale, VA 22003 Case No.: 08-17572 Petition Date: December 3, 2008 Two affiliates filed separate Chapter 11 petitions: Affiliate Case Number Date Filed --------- ----------- ---------- Graystone at Saracenia, LLC 08-16079 10/02/08 Graystone Landing, LLC 08-16963 10/07/08 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Robert G. Mayer Debtor's Counsel: Ann E. Schmitt, Esq. Culbert & Schmitt, PLLC 30C Catoctin Circle SE Leesburg, VA 20175 Tel: (703) 737-6377 Fax: 703-737-6370 Email: aschmitt@culbert-schmitt.com Total Assets: $27,000,001 Total Debts: $8,502,360 The Debtor's two largest unsecured creditors are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Robin Bluford loan $150,000 13100 44th Ave North Minneapolis, MN 55442 Eco Systems, Inc. consulting services $90,000 6360 I-55 North, Suite 330 Jackson, MS 39211 HAROLD'S STORES: Gets Final Approval to Use $22 Mil. WFR Facility ----------------------------------------------------------------- The Hon. T.M. Weaver of the United States Bankruptcy Court for the Western District of Oklahoma authorized Harold's Store Inc. and its debtor-affiliates to obtain, on a final basis, up to $22 million in postpetition financing under the debtor-in- possession loan and security agreement with Wells Fargo Retail Finance II LLC, as collateral and administrative agent. The DIP facility will be due and payable upon the earliest to occur of: -- Feb. 15, 2009; -- the date on which the maturity of the Obligations is accelerated and the commitments are irrevocably terminated; -- two business days after the entry of an order permitting Debtors to assume the Agency Agreement with Gordon Brothers, unless such period is extended by the agent in its reasonable discretion; or -- the effective date of the Plan for any of the Debtors confirmed pursuant to Bankruptcy Code Section 1129 and their respective assets. According to the Debtors, proceeds of the loan will be used to (i) repay the prepetition liabilities other than restricted advance; (ii) pay fees, costs and expenses incurred in connection with the agreement; (iii) pay other payments; (iv) general corporate purposes. To secure their DIP obligation, the lender will be granted a superpriority claim over any and all administrative expenses subject to a carve out as described in the agreement for administrative expenses. The DIP facility is subject to carve-outs to pay all accrued and unpaid allowed professionals fees and expenses of professionals retained by the Debtor or any statutory committee. There is a $250,000 carve-out for Richter Consulting; $200,000 carve-out for Crowe & Dunlevy and Fuller Tubb Bickford & Krahl; and $50,000 carve-out for any committee appointed by the U.S. Trustee. A full-text copy of the debtor-in-possession loan and security agreement is available for free at: http://ResearchArchives.com/t/s?35d9 Headquartered in Dallas, Texas Harold's Stores, Inc. -- http://www.harolds.com/-- is an 18-state chain of traditional, classic styled ladies and men's specialty apparel stores. Since 1948, Harold's has worked to help its customers feel good about the way they look, reflect their lifestyle and give them the confidence that come from looking their best. The Debtor and its debtor affiliates filed for Chapter 11 protection on Nov. 7, 2008 , (Bankr. Case W.D. Okla. No. 08-15027) Cherish Ralls, Judy Hamilton Morse, Regan Strickland Beatty and William H. Hoch at Crowe & Dunlevy represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. HAWAIIAN TELCOM: S&P Rating on Senior Facilities Tumble to 'D' -------------------------------------------------------------- On Dec. 4, 2008, Standard & Poor's Ratings Services lowered the issue ratings on Honolulu-based Hawaiian Telcom Communications Inc.'s senior secured credit facilities, consisting of a $90 million revolving credit facility and $860 million ($485 million outstanding) term loan C, to 'D' from 'CC'. The downgrade follows the Dec. 1, 2008, filing by Hawaiian Telcom for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in Wilmington, Delaware. HAWAIIAN TELCOM: Wins Interim OK to Use $75MM Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Hawaiian Telcom Communications, Inc., interim authority to utilize its $75 million cash collateral to continue to fund the business in the ordinary course, without interruption. As reported in the Troubled Company Reporter on Dec. 3, 2008, Hawaiian Telcom and its debtor affiliates sought the Court's permission to use the collateral securing their obligations to their prepetition lenders. In the normal course of business, the Debtors use cash on hand and cash flow from operations to fund working capital and other general corporate purposes. The Debtors assert that inability to use those funds during these Chapter 11 cases could cripple their business operations. The Prepetition Lenders have consented to the use of the Cash Collateral in the ordinary course of business pursuant to certain conditions. The company will pay suppliers for all post-petition goods and services in the normal course of business. The Court also approved the company's motions to continue to pay and honor all employee wage and benefit programs, and customer programs. "Customers, employees and suppliers can rest assured that we are dedicated to them and have the capital to stand by our commitments," said Eric K. Yeaman, Hawaiian Telcom's president and chief executive officer. Mr. Yeaman stated, "We have reached our first milestone in this process and these approvals reinforce the value of Hawaiian Telcom to the people of Hawaii and its viability going forward. We will continue to be unwavering in our dedication to our customers and keenly focused on reducing our debt while building our business." The hearing for final approval of the cash collateral motion will take place on Jan. 5, 2009. About Hawaiian Telcom Communications Hawaiian Telcom Communications, Inc., fka Verizon Hawaii, Inc., fka GTE Hawaiian Telephone Company Incorporated, has been a leading provider of telecommunications services in the state of Hawaii since 1883. Hawaiian Telcom, Inc., incorporated in 1883 as Mutual Telephone Company, has been Hawaii's incumbent local exchange carrier or ILEC for 125 years. From 1967 to 2005, Verizon Communications Inc. operated Hawaiian Telcom's businesses as a separate Hawaii division. Hawaiian Telcom Communications, along with seven affiliates filed for Chapter 11 protection on Dec. 1, 2008 (Bankr. D. of Delaware, Lead Case No. 08-13086). The Debtors have tapped Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP, in New York, as bankruptcy counsel. The Debtors have tapped Domenic E. Pacitti, Esq., Michael Yurkewicz, Esq., Klehr, Harrison, Harvey, at Branzburg & Ellers LLP, in Wilmington, Delaware, as restructuring and conflicts counsel. Lazard Freres & Co. LLC, is the Debtors' investment banker, and Zolfo Cooper is the business advisor. The Debtors have engaged Kurztman Carson Consultants LLC as claims and noticing agent in their Chapter 11 cases. In its bankruptcy petition, the Company listed total assets of $1,352,000,000 and debts of $1,269,000,000 as of September 30, 2008. (Hawaiian Telcom Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). HENDERSON SENIOR: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Hendersonville Senior Living, LLC aka Terrace at Bluegrass c/o J. Wallace Gutzler P.O. Box 3006 Salem, OR 97302 Bankruptcy Case No.: 08-36673 Chapter 11 Petition Date: December 4,2008 Court: District of Oregon Judge: Trish M. Brown Debtor's Counsel: Albert N. Kennedy, Esq. al.kennedy@tonkon.com Leon Simson, Esq. leon.simson@tonkon.com Timothy J. Conway, Esq. tim.conway@tonkon.com 888 S.W. 5th Ave., #1600 Portland, OR 97204 Tel: (503) 802-2013 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/orb08-36673.pdf The petition was signed by Jon M. Harder, manager of the company. HIGHER PINEY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Higher Piney Grove Baptist Church Inc. 1419 Peachcrest Road Decatur, GA 30032 Bankruptcy Case No.: 08-84646 Type of Business: The Debtor operates a church. Chapter 11 Petition Date: December 1, 2008 Court: Northern District of Georgia (Atlanta) Judge: Paul W. Bonapfel Debtor's Counsel: Dorna Jenkins Taylor, Esq. dorna.taylor@taylorattorneys.com Taylor & Associates, LLC 1401 Peachtree Street, Suite 500 Atlanta, GA 30309 Tel: (404) 870-3560 Fax: (404) 745-0136 Total Assets: $1,540,000 Total Debts: 269,405 The Debtor does not have any creditors who are not insiders. The petition was signed by president Thompson Sawyer. HIGHLAND CREDIT: Declares $0.1 Per Share Distribution ----------------------------------------------------- Highland Credit Strategies Fund's Board of Trustees has declared a distribution on its common stock, for the month of December 2008, of $0.100 per share, payable on last business day of the month to holders of record at the close of business ten calendar days prior to such date. The $0.100 per share distribution is comprised of: Ordinary Income $ 0.074 Long-Term Capital Gain $ 0.018 Short-Term Capital Gain $ 0.008 -------- $ 0.100 The Trust in response to the current market volatility has reduced the amount of leverage it utilizes. As a result of the decrease in the amount of leverage utilized, a further decline in the LIBOR during the quarter, and increased defaults on portfolio investments, the amount of investment income available for distribution to stockholders has decreased. As of Sept. 30, 2008, the Trust had approximately $8,901,547, or $0.16 per share, in undistributed net investment income. Any undistributed net investment income may, at the Board's sole discretion, be distributed to stockholders at a future point in time. The following are annualized historical distribution rate calculations based on the total declared distribution for the month, the Trust's net asset value (NAV) at month-end and the Trust's month-end closing price (Market Price). Annualized Amount NAV Market Period-End Distribution Rates Price (2008) Ordinary ST Cap Total Gain Nov. 28 $ 0.1200 $ - $ 0.1200 19.38 % 22.68 % Oct.31 $ 0.1500 $ - $ 0.1500 18.67 % 19.87 % Sept. 30 $ 0.1500 $ - $ 0.1500 14.48 % 18.83 % Aug. 29 $ 0.1500 $ - $ 0.1500 13.15 % 14.90 % July 31 $ 0.1500 $ - $ 0.1500 12.94 % 15.15 % June 30 $ 0.1500 $ - $ 0.1500 12.47 % 13.45 % May 30 $ 0.1500 $ - $ 0.1500 11.92 % 12.67 % April 30 $ 0.1500 $ - $ 0.1500 12.15 % 12.86 % March 31 $ 0.1500 $ - $ 0.1500 12.41 % 13.82 % Feb. 29 $ 0.0650 $ 0.0850 $ 0.1500 11.98 % 13.15 % Feb. 4 $ - $ 0.1500 $ 0.1500 11.54 % 12.88 % Jan. 31 $ - $ 0.1500 $ 0.1500 10.77 % 12.81 % Dec. 31 $ - $ 0.1500 $ 0.1500 10.00 % 11.38 % Distribution rates are calculated by annualizing the distribution declared during the period and then dividing the resulting annualized distribution by the month-end NAV (in the case of NAV) or the month-end closing price (in the case of Market Price). The distribution rate is based on an estimation of investment income and may or may not include a return of capital. The distribution rate is based solely on actual distributions, which are made at the discretion of the Board. About Highland Credit Strategies Fund Dallas, Texas-based Highland Credit Strategies Fund -- https://www.hcmlp.com/ -- is a non-diversified, closed-end management investment company. The Trust's investment objectives are to provide both current income and capital appreciation. The Trust seeks to primarily invest in secured and unsecured floating and fixed rate loans, bonds and other debt obligations, debt obligations of stressed, distressed and bankrupt issuers, structured products and equities. Highland Capital Management, L.P. has served as the Trust's investment adviser since the Trust's inception in 2006. The Trust's shares are listed on the NYSE under the symbol "HCF". An investment in the Trust is not appropriate for all investors. No assurance can be given that the Trust will achieve its investment objectives. As reported in the Troubled Company Reporter on Oct. 17, 2008, Gregory Zuckerman and Cassell Bryan-Low report that Highland Capital Management LP said it will close Highland Credit Strategies Fund and Highland Crusader Fund, two of its five hedge funds. According to Pierre Paulden at Bloomberg News, a person familiar with the situation said that Highland Capital decided to close the hedge funds after losses on high-yield, high-risk loans, and other types of debt. The source said that the hedge funds will be wind down over the next three years, the report states. HOME INTERIORS: Gets Go Signal to Sell Assets at Jan. 15 Auction ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas granted Home Interiors & Gifts, Inc., and its affiliates authority to sell their assets pursuant to competitive bidding and public auction. The Debtors received the green light to auction off the capital stock of Domistyle, Inc., and certain other assets; the capital stock of Home Interiors de Mexico, S de RL de CV, and Home Interiors de Mexico, S.A. de C.V.; and certain of the assets of Laredo Candle Company, LLC. Interested parties may submit bids by Jan. 8, 2009. The Debtors will hold an auction Jan. 15, 2009. No stalking horse bidder for each of the asset groups has been named. About Home Interiors Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc. -- http://www.homeinteriors.com/-- manufactures, imports and distributes indoor and outdoor home decorative accessories. It was founded by Mary Crowley in 1957. Through its affiliates, the company has a significant presence in Mexico, Puerto Rico, and Canada. Annual revenue in 2007 reached $300 million. When Mary Crowley, died in 1986, her son, Don Carter continued the business operation nearly debt-free. In a leveraged transaction in 1998, private equity firm of Hicks, Muse, Tate, and Furst acquired 66% of the parent company, which resulted in the imposition of more than $500 million in debt on the Debtors. In the face of decreased sales and increased debt load, bondholders canceled their debts in February 2006 in exchange for receiving most of the outstanding equity of the Debtors. About 40% of the goods the Debtors sell are now acquired from manufacturers in China. In the last decade, sales volume in the U.S. has waned, but the Debtors reported that sales in Mexico and Puerto Rico significantly increased. The company and six of its affiliates filed for Chapter 11 protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No. 08-31961). Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP, represent the Debtors in their restructuring efforts. The U.S. Trustee for Region 6 has appointed seven creditors to serve on an Official Committee of Unsecured Creditors. Richard A. Lindenmuth at Boulder International LLC, is designated as CRO. Munsch Hardt Kopf & Harr, PC represents the Committee in these cases. When the Debtors filed for protection against their creditors, they listed assets and debts of between $100 million and $500 million each. HUDSON CAPITAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Hudson Capital Inc. 20 Beech Lane Tarrytown, NY 10591 Case No.: 08-23755 Petition Date: December 4, 2008 Court: U.S. Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Erica R. Feynman, Esq. Email:efeynman@rattetlaw.com Jonathan S. Pasternak, Esq. Email: jsp@rattetlaw.com Rattet, Pasternak & Gordon Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. iFLOOR INC.: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: iFLOOR, Inc. 17616 West Valley Hi-way Tukwila, WA 98188 Tel: (206) 340-9628 Bankruptcy Case No.: 08-18376 Chapter 11 Petition Date: December 4, 2008 Court: Western District of Washington (Seattle) Judge: Philip H. Brandt Debtor's Counsel: Mark D. Northrup, Esq. mnorthrup@grahamdunn.com Pier 70, 2801 Alaskan Way, Suite 300 Seattle, WA 98121-1128 Tel: (206) 340-9628 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $10,000,000 to $50,000,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anhui Longhua Bamboo Products trade debt $475,693 sales@gouyabamboo.com Fax: (647) 435-8419 Google,Inc. trade debt $386,486 P.O. Box 39000 San Francisco CA 94139 Fax: (650) 253-8616 US Floors, Inc. trade debt $316,750 P.O. Box 100250 Atlanta, GA 30384 Fax: (706) 278-0462 HFC Horizon trade debt $228,225 Premiere Finishing & Coating trade debt $197,492 Granorte Reinvestimentos trade debt $187,389 Robina Floors trade debt $184,656 All Tile Inc. trade debt $164,302 Gulf Coast Shelter trade debt $154,735 Yellow Freight trade debt $149,439 Anhui Ampu Bamboo trade debt $113,936 Manufacturing Expama trade debt $92,114 T&A Supply Co. Inc. trade debt $90,465 Cain and Bultman trade debt $83,554 IF Moldings trade debt $76,116 Sound Floor Covering Inc. trade debt $76,116 Kaindl Flooring trade debt $65,956 L.R. McCoy & Co., Inc. trade debt $64,625 CMH Flooring Products Inc. trade debt $58,439 Max Windsor Floors trade debt $55,426 The petition was signed by Brenda Morris, chief financial officer of the company. INTERFACE INC: Moody's 'B1' CFR Unaffected by Exchange Offer ------------------------------------------------------------ Moody's Investors Service noted that Interface, Inc.'s debt ratings, including its B1 corporate family and probability of default ratings, are not impacted by its recent offer to exchange, in a private placement, $306 in cash (including a $20 consent payment) and $700 in principal amount of new replacement 13.5% Senior Notes due 2012 for each $1,000 principal amount of the $152.6 million 10.375% Senior Notes due February 1, 2010. The terms of the replacement notes will be substantially similar to the terms of the 2010 notes, other than interest rate and maturity. In conjunction with the exchange offer, Interface also is soliciting consents to a proposed amendment to the indenture governing the 2010 notes. Interface's B1 corporate family rating and stable outlook continue to reflect moderate cushion for fluctuations in operating performance and credit metrics in the current challenging economic environment. The company's credit metrics remain solid for the rating, with Debt/EBITDA of 2.5x and EBITA/Interest of 3.7x for the twelve month period ending September 28, 2008. The rating also reflects the company's strong market position in the modular carpet segment, good brand recognition and substantive diversification, with less reliance on corporate office sales than in the previous downturn. Interface's liquidity remains adequate, supported by solid free cash flow generation, sizeable cash balances, and availability under its $100 million asset-based revolving credit facility. Given that the exchange offer is subject to approval by at least 50% of the note holders, a successful exchange could materially improve liquidity. Nevertheless, Interface's rating remains constrained by significant concern regarding the weak global economic environment and the impact it will have on both corporate and non-corporate capital spending over the near-to-intermediate-term. The prior rating action on Interface occurred on November 22, 2006, when Moody's upgraded the company's CFR to B1 with a stable outlook. Interface, Inc., based in Atlanta, Georgia, is a worldwide leader in the design, production and sales of modular carpet. The company also holds a strong position in the high quality, designer-oriented segment of the broadloom carpet market. Brand names include InterfaceFLOR, FLOR, Huega, Bentley Prince Street, and Intercept, among others. Revenues for the twelve months ended September 28, 2008 exceeded $1.1 billion. INTERLINK-US: Sept. 30 Balance Sheet Upside Down by $492,976 ------------------------------------------------------------ Richard M. Greenberg, president and chief financial officer, Interlink-US-Network, Ltd., disclosed in its most recent regulatory filing with the Securities and Exchange Commission that four factors raise substantial doubt as to the company's ability to continue as a going concern: A. The company has accumulated a deficit of $8,387,448 since inception. B. The company has a working capital deficit of $1,238,790. C. The company continues to incur operating losses. D. The company is delinquent in its payments on the Small Business Administration loan with Comerica Bank. According to Mr. Greenberg, management's plans to eliminate the going concern situation include, but are not limited to: A. Reduction of legal and consulting expenses through the approval and acceptance of contracts with these professionals that place a limit on the amount of expenses the company will incur for their services. B. Obtain investors to fund the working capital needs of the company. C. Reduce operating expenses. D. Negotiate the payment of old outstanding payables. As of Sept. 30, 2008, the company's balance sheet showed: Total assets $1,207,189 Total liabilities $1,700,165 Total stockholders' equity (deficit) ($492,976) For the three months ended Sept. 30, 2008, the company reported: Total revenues $115,214 Total income (loss) ($163,835) A full-text copy of the company's Quarterly Report is available for free at: http://researcharchives.com/t/s?35cf About Interlink-US-Network On Aug. 22, 2007, Interlink-US-Network, Ltd. changed its business operations to the marketing and sale of its exclusive line of devices and services for the distribution of entertainment video, 2WayTV (videophone) and Internet access. Among its hardware products is the SDI-2 wireless video distribution point for surveillance, remote data and entertainment video including 1080P High Definition Video. Also among the company's hardware products is the FRED, a set top unit that enables all of the company's services in the home and at the office. The company continues to use its previously developed technology for the distribution of Video on Demand. This service is being integrated into the new line of equipment as well, using existing servers that provide on- line purchasing interfaces with major credit card services and real time delivery of video. On Sept. 4, 2008, the company filed a Certificate of Amendment to their articles of incorporation with the Secretary of State of the State of California, changing its name to Interlink-US-Network, Ltd. The name change was declared effective on Oct. 10, 2008. The company has begun trading under the new name and the new symbol, IUSN.OB. INTERSTATE BAKERIES: Court Confirms Amended Joint Plan ------------------------------------------------------ Interstate Bakeries Corporation and eight of its subsidiaries and affiliates stepped Judge Jerry W. Venters of the U.S. Bankruptcy Court for the Western District of Missouri, through the statutory requirements under Sections 1129(a) and (b) of the Bankruptcy Code necessary to confirm their Amended New Joint Plan of Reorganization: A. Section 1129(a)(1) requires that the Amended New Plan comply with all applicable provisions of the Bankruptcy Code, which includes compliance with Sections 1122 and 1123, governing classification and contents of the Plan. The Amended New Plan specifies Unimpaired Classes 1, 2, 3, 4 5 and 6 with respect to the Debtors; Classes 1, 2 and 3 with respect to subsidiaries Mrs. Cubbison's Foods, Inc., Armour & Main Redevelopment Corporation and New England Bakery Distributors, L.L.C., as well as Classes 9, 10a, 10b, 11 and 12 of the Debtors who are deemed to have rejected the Plan. The Classes of Claims and interests created under the Plan do not unfairly discriminate between holders of Claims or Interests, in compliance with Section 1123(a)(1) and 1123(a)(2). Pursuant to Section 1123(a)(3), the Plan specifies Classes 4, 5, 7 and 8 in the Main Debtors, and against Mrs. Cubbison's, New England Bakery, and Armour & Main that are Impaired. The Plan provides for the same treatment of each Claim or Interest in each Class unless the holder of a particular Claim or Interest has agreed to less favorable treatment. Thus, the Plan satisfies Section 1123(a)(4). Pursuant to Section 1123(a)(5), the Debtors' Plan provides for adequate and proper means for implementation, as specified in the (i) means for implementation of the Plan), (ii) schedules of unexpired leases and executory contracts for the Reorganized Debtors' assumption and rejection, (iii) provisions governing distributions to claims, and (iv) the establishment of a Creditors' Trust for the benefit of the for the benefit of holders of Allowed General Unsecured Claims, with a Trust asset of, among others, $5,000,000 in cash. The Certificate of Incorporation for Reorganized IBC contains a provision that prohibits the issuance of non-voting equities. The Plan also provides that the charters and bylaws of each of the Reorganized Subsidiary Debtors will prohibit non-voting equity issuance until two years after the Effective Date. In this regard, the Plan satisfies Section 1123(a)(6) of the Bankruptcy Code. The Plan complies with Section 1123(a)(7) because the manner of selection of the Reorganized Debtors' directors and officers, Trustee for the Creditors' Trust, and members of the Trust Advisory Board under the Plan is consistent with the interests of holders of Claims and public policy. Pursuant to Section 1123(b), the Plan's provisions abide with the Bankruptcy Code, with respect to: -- distributions to Claimholders; -- disposition of executory contracts and unexpired leases; -- retention of, and right to enforce, compromise certain claims or causes of action against third parties; -- resolution of Disputed Claims and allowance of certain Claims; -- performance of the Debtors' obligations under the Investment Agreement; -- indemnification obligations; -- releases by the Debtors of certain parties, and by holders of Claims and Interests of certain parties; and -- exculpation of various persons with respect to actions related to, or taken in furtherance of, the Chapter 11 cases. B. The Debtors have complied with Section 1129(a)(2) by distributing their Disclosure Statement and soliciting acceptances of the Plan through their Voting and Claims Agent pursuant to the approved Solicitation Procedures. C. The Plan formulation process was executed in good faith, as its provisions and modifications were proposed with the legitimate purpose of reorganizing and maximizing the value of the Debtors and the recovery to Claimholders. Accordingly, the Plan satisfies Section 1129(a)(3) of the Bankruptcy Code. D. Any payment made or to be made by the Debtors for services in in connection with the Chapter 11 Cases, including administrative expense and substantial contribution claims under Sections 503 and 507 of the Bankruptcy Code, or in connection with the Plan and the Chapter 11 Cases, either has been approved by, or is subject to the approval of the Court as reasonable, thereby satisfying Section 1129(a)(4) of the Bankruptcy Code. E. In compliance with Section 1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed that the initial board of directors of Reorganized IBC will consist of eight directors, consisting of Craig Jung as a director; five directors designated by IBC Investors I, LLC; and two directors appointed by the prepetition investors. The existing directors of each Subsidiary Debtor will remain in their current capacities as directors of the applicable Reorganized Subsidiary Debtor, subject to the ordinary rights and powers of the board of directors or equityholders to replace them. In addition, the Debtors submitted to the Court a summary of the Long Term Incentive Plan which discloses the compensation of management and key employees of the Reorganized Debtors. F. Section 1129(a)(6) of the Bankruptcy Code does not apply to IBC's Chapter 11 cases because there is no governmental regulatory commission that has jurisdiction over the Debtors' or the Reorganized Debtors' rates. G. The Plan satisfies Section 1129(a)(7) of the Bankruptcy Code because its Liquidation Analysis, among other documents with respect to the Plan, are (i) persuasive and credible, (ii) based on reasonable assumptions, (iii) provide a reasonable estimate of the Debtors' liquidation values upon hypothetical conversion to Chapter 7, and (iv) establish that each holder of a Claim or Interest in an Impaired Class that has not accepted the Plan will receive or retain property of a value that is not less than the amount that it would receive if the Debtors were liquidated under Chapter 7. H. The Plan complies with Section 1129(a)(8) of the Bankruptcy Code because with respect to the Main Debtors, Classes 1, 2, 3, 4, 5 and 6, and with respect to Mrs. Cubbison's, New England Bakery and Armour & Main, Classes 1, 2 and 3 are Unimpaired by the Plan and are conclusively presumed to have accepted the Plan under Section 1126(f) of the Bankruptcy Code. All Impaired voting Classes in the Chapter 11 Cases of the Debtors have voted to accept the Plan. However, the Zero Distribution Classes are deemed to reject the Plan and, therefore, Section 1129(a)(8) has not been satisfied with respect to these Classes. I. The treatment of Administrative Claims and Other Priority Claims under the Plan satisfies the requirements of Section 1129(a)(9)(A) and (B) of the Bankruptcy Code, and the treatment of Priority Tax Claims under the Plan satisfies the requirements of Section 1129(a)(9)(C). J. Each Impaired Class of Claims entitled to vote on the Plan has voted to accept the Plan and these Classes of Claims do not contain Claims held by "insiders." Therefore, Section 1129(a)(10) of the Bankruptcy Code is satisfied with respect to the Plan. K. The Plan does not provide for the liquidation of all or substantially all of the property of the Debtors. Among other things, the financial projections under the Plan have not been controverted, or sufficiently challenged in any of the objections to the Plan. The Projections also establish that confirmation of the Plan is not likely to be followed by the liquidation of the Reorganized Debtors or the need for their further financial reorganization, thereby satisfying Section 1129(a)(11). L. The Plan satisfies Section 1129(a)(12) of the Bankruptcy Code because the Debtors have paid or, will pay by the Effective Date of the Plan, fees payable under Section 1930 of the Judiciary and Judicial Procedures Code. M. Following the Effective Date, the payment of all retiree benefits, pursuant to Section 1114 of the Bankruptcy Code, will continue at the levels and for the duration of the periods the Debtors have obligated themselves to provide the Benefits, thereby satisfying Section 1129(a)(13) of the Bankruptcy Code. N. The Debtors do not owe any domestic support obligations, are not individuals, and are not nonprofit corporations. Therefore, Sections 1129(a)(14), (15) and (16) do not apply to the Debtors' cases. Finding that the Amended New Plan complies with the statutory requirements, Judge Venters confirmed IBC's Plan on December 5, 2008. All other Objections to confirmation of the Plan that have not been withdrawn, waived, or settled are overruled on the merits, Judge Venters ruled. "Today marks an important day in our Company's future. After a challenging four-year restructuring we are extremely pleased that we are in a position to be able to emerge from Chapter 11 as a standalone company," said Chief Executive Officer Craig Jung in a statement. "Going forward, IBC will be well positioned upon emergence to compete in the market place with sufficient cash to fund operations, a renewed focus on driving innovation and reinvigorating our brands, and the flexibility to test, qualify, and implement new methods of distribution to meet the changing needs of our customers." According to the statement, IBC plans to emerge from Chapter 11 within the next several weeks concurrently with the funding of its previously announced plan funding commitments. IBC said that it will be focusing all of its efforts on finalizing all documentation for the exit financing contemplated by the plan funding commitments and satisfying the remaining conditions to closing contemplated under the amended joint plan of reorganization and the funding commitments. "We are close but we still have that hurdle to be cleared," Mr. Jung told the Kansas City Star. Accordingly, the Company statement noted that no assurance can be given that the plan funding commitments will be closed and that the Amended Joint Plan of Reorganization will become effective. Plan Saves 22,000 Jobs With the confirmation of IBC's Plan, 22,000 jobs are being saved, "and that is a different story than what you are reading about these days," Mr. Jung noted, according to Kansas City Star. "IBC could not have reached this important milestone in the reorganization without the hard work and dedication of every IBC employee nationwide," Mr. Jung emphasized. "We owe our employees, on whom tremendous demands have been placed to make the new, reorganized IBC a reality, a sincere and heartfelt thanks for a job well done. The support and vote of confidence we received from our pre-petition lenders, 100% of whom voted in favor of the Plan, and Ripplewood were critical in our ability to achieve plan confirmation today and position us to emerge as a standalone company. Our customers and vendors have also stood with us through this extremely difficult time, and for their loyalty, we are extremely grateful," he said. IBC noted that 100% of local bargaining units have ratified modifications to the collective bargaining agreements that are a condition of the plan funding commitments. "We greatly appreciate the critical role union leadership has played in the ratification process," Mr. Jung said. "We will be working hard to satisfy all of the remaining conditions to the effective date of the plan, paving the way for our emergence from Chapter 11 as soon as possible," Mr. Jung concluded. Reorganized IBC's Board of Directors The Court approved the appointment of eight initial members of the Board of Directors of Reorganized IBC as of and immediately following the Effective Date of the Plan: (1) Craig Jung; (2) John Cahill, Chairman; (3) Greg Murphy, Vice Chairman; (4) Michael Duran; (5) Chris Minnetian; (6) Scott Spielvogel; (7) David Reganato; and (8) Andrew J. Herenstein. The existing directors of each Subsidiary Debtor will remain in their current capacities as directors of the applicable Reorganized Subsidiary Debtor, subject to the rights and powers of the board of directors or equityholders to replace them, the Court ruled. On the Effective Date, the Official Committee of Unsecured Creditors will dissolve automatically. A full-text copy of IBC's Amended New Plan of Reorganization is available at no charge at: http://bankrupt.com/misc/IBC_AmendedNewPlanofReorganization.pdf About IBC Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and eight of its subsidiaries and affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov. 5, 2007. Their exclusive period to file a chapter 11 plan expired on Nov. 8, 2007. On Jan. 25, 2008, the Debtors filed their First Amended Plan and Disclosure Statement. On Jan. 30, 2008, the Debtors received court approval of the first amended Disclosure Statement. IBC did not receive any qualifying alternative proposals for funding its plan of reorganization in accordance with the court-approved alternative proposal procedures. As a result, no auction was held on Jan. 22, 2008, as would have been required under those procedures. The Debtors, on Oct. 4, 2008, filed another Plan of Reorganization, which contemplates IBC's emergence from Chapter 11 as a stand-alone company. The filing of the Plan was made in connection with the plan funding commitments, on Sept. 12, 2008, from an affiliate of Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and Monarch Master Funding Ltd. INTROGEN THERAPEUTICS: NASDAQ Delists Shares on December 9 ---------------------------------------------------------- Introgen Therapeutics, Inc. has received a letter from the Nasdaq Listing Qualifications Panel stating that it has reached a decision to delist the shares of Introgen from the Nasdaq Stock Market and to suspend trading effective at the open of trading on Tuesday, Dec. 9, 2008. The company previously received on Nov. 17, 2008, a letter from the Panel indicating that shares of its common stock would be transferred from the Nasdaq Global Market to the Nasdaq Capital Market, and that such listing would continue provided that Introgen demonstrated compliance with all continued listing requirements of the Nasdaq Capital Market by March 3, 2009. The company notified on Dec. 4, 2008, the Panel that as a result of the company's bankruptcy filing, the company expects that it will be unable to establish compliance with the continued listing requirements of the Nasdaq Capital Market on or before March 3, 2009. The company said that the December 5 letter from the Panel indicated that in light of its filing for protection under Chapter 11 of the U.S. Bankruptcy Code, and the company's expectation that it will not meet the continued listing standards by March 3, 2009, the Panel has no basis for the continuing listing of the company's shares. The company does not expect to appeal the Panel's determination and therefore expects that its shares of common stock will be delisted effective at the open of trading on Tuesday, Dec. 9, 2008. As a result, the company expects that there will be a very limited market, or no market at all, in which its securities are traded, and as a result, its stockholders will likely find it difficult to sell their shares of its common stock. About Introgen Introgen Therapeutics, Inc. (NASDAQ:INGN) -- http://www.introgen.com-- operates biopharmaceutical company focused on the use of naturally occurring tumor suppressors to fight cancer. Introgen Technical Services -- http://www.its-gmp.com-- is a wholly owned subsidiary of Introgen. INTROGEN THERAPEUTICS: Case Summary & 20 Largest Creditors ---------------------------------------------------------- Debtor: Introgen Therapeutics, Inc. 301 Congress Avenue, Suite 1850 Austin, TX 78701 Case No.: 08-12442 Petition Date: December 3, 2008 Affiliates filing separate Chapter 11 petitions: Case Number Affiliate Judge Date Filed ---------- --------- ----- ---------- 08-12398 Marcus Saenz Gargotta 12/01/2008 08-12403 Celestine Wolf Hester Gargotta 12/01/2008 Family Partnership, LP 08-32013 Chido, Inc. Clark 12/01/2008 08-53629 PIAZZA SAN LORENZO, LTD. Clark 12/01/2008 08-12428 Mohammad Assadi Gargotta 12/02/2008 08-12443 Introgen Technical Monroe 12/03/2008 Services, Inc. 08-12444 TMX Realty Corporation Monroe 12/03/2008 Court: U.S. Bankruptcy Court Western District of Texas (Austin) Judge: Frank R. Monroe Debtor's Counsel: Patricia Baron Tomasco, Esq. Brown McCarroll, L.L.P. 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: 512-479-1141 Fax: 512-226-7320 Email: ptomasco@mailbmc.com Total Assets: $9,107,868 Total Debts: $12,932,950 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb08-12442.pdf ISLE OF CAPRI: S&P Cuts Corporate Credit Rating to 'B' From 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on St. Louis-based Isle of Capri Casinos Inc. (Isle), including its corporate credit rating to 'B' from 'B+'. The outlook is negative. At the same time, S&P lowered the issue-level rating on Isle's senior secured credit facilities to 'B+' (one notch higher than the 'B' corporate credit rating on the company), from 'BB'. S&P revised the recovery rating on these loans to '2' from '1'. The '2' recovery rating indicates that lenders can expect substantial (70%-90%) recovery in the event of a payment default. In addition, S&P's lowered its issue-level rating on Isle's 7% senior subordinated notes to 'CCC+' (two notches lower than the 'B' corporate credit rating), from 'B'. The recovery rating of '6' on these securities remains unchanged, indicating that lenders can expect negligible (0%-10%) recovery in the event of a payment default. "The ratings downgrade reflects the challenging economic conditions affecting the U.S. gaming industry," said S&P's credit analyst Ariel Silverberg, "and our expectation that credit measures will not improve to a level in line with the previous rating during the next few years." JAMES CANTON: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: James Canton 4360 Highway 93 N. Stevensville, MT 59870 Bankruptcy Case No.: 08-61683 Chapter 11 Petition Date: December 2, 2008 Court: U.S. Bankruptcy Court, District of Montana (Butte) Debtor's Counsel: Gregory W. Duncan, Esq. gh@mt.net Duncan Law Office 2687 Airport Road, Ste. A Tel: (406) 442-6350 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 largest unsecured creditors. JAMES MICHAEL: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: James Michael Embry P.O. Box 2789 Suwanee, GA 30024 Bankruptcy Case No.: 08-23522 Chapter 11 Petition Date: December 1, 2008 Court: Northern District of Georgia (Gainesville) Judge: Robert Brizendine Debtor's Counsel: Beth E. Rogers, Esq. brogers@berlawoffice.com Ber Law PC dba Rogers Law Offices Rogers Law Offices, Suite 201 4047 Holcomb Bridge Rd. Norcross, GA 30092 Tel: (678) 516-4965 Estimated Assets: $1 million to $10 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Alpha Bank and Trust guaranty - EMCO $4,785,000 3625 Brookside Parkway Creekview LLC Building One Suite 550 Alpharetta, GA 30022 Potomac Realty Capital LLC guaranty - Bixby $2,346,000 75 Second Avenue Kirkwood Partners Suite 605 I LLC Needham Height, MA 02494 CitiBank guaranty - EDC $1,608,702 P.O. Box 193025 Embry Hills San Francisco, CA 94119 BB & T guaranty - The $1,110,000 P.O. Box 3476 Homes of Forkner Greenville, SC 29602 Drive LLC Maurice Whyte guaranty - Bixby $179,200 c/o Michael McKeithen Kirkwood Partners 1820 Eachange, Suite 550 Atlanta, GA 30339 Treis Capital, LLC guaranty - $789,020 c/o Arthur M. Leadingham & Co. Michael Embry P.O. Box 541547 Communities LLC Montgomery, AL 36124 1910 Bixby Street LLC guaranty - Bixby $596,853 1100 Abernath Road, Ste. 6000 Kirkwood Partners Atlanta, GA 30326 Colonial Bank guaranty - EDC $280,000 Hillside Stillwater Enterprises Inc. guaranty - EMCO $207,387 1005 Weatherstone Parkway Communities LLC Suite 210 Woodstock, GA 30188 SRB Servicing LLC guaranty - EMCO $124,528 Communities Bank of America credit card $50,312 Advant credit card $19,000 Chase credit card $15,675 Laurel Hills Preservation $15,090 Windham Brannon accounting $12,650 services Hayes James & Associates supplier $9,316 Hall County Tax property tax $4,629 NE Ga. Medical Center medical provider $3,762 JOAN SOLOMONT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Joan Solomont 60 Heath Hill Brookline, MA 02445 Case No.: 08-19250 Petition Date: December 3, 2008 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Neil D. Warrenbrand, Esq. One McKinley Square Boston, MA 02109 Tel: (617) 720-2286 Email: ndwlaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. KIMBALL HILL: Will Sell All Assets, to Go Out of Business --------------------------------------------------------- The Business Journal of Milwaukee reports that Kimball Hill Homes will sell its remaining assets to go out of business, instead of reorganizing through Chapter 11 bankruptcy. James P. Miller at The Chicago Tribune relates that Kimball Hill said that the economy's decline and the credit market woes have forced it to stop new construction and wind down its business. According to The Business Journal, Kimball Hill sold in January 2008 about 20 acres north of the condo building to Stark Investments on South Lake Drive in St. Francis for about $15 million. The Chicago Tribune states that Kimball Hill had continued constructing new homes after it filed for Chapter 11 protection. On Tuesday, Kimball Hill said that it will abandon construction work starts, according to the report. Homes under construction will be completed and delivered to clients in the next six months, the report says, citing Kimball Hill. About Kimbal Hill Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. -- http://www.kimballhillhomes.com/-- is one of the largest privately-owned homebuilders and one of the 30 largest homebuilders in the United States, as measured by home deliveries and revenues. The company designs, builds and markets single- family detached, single-family attached and multi-family homes. The company currently operate within 12 markets, including, among others, Chicago, Dallas, Fort Worth, Houston, Las Vegas, Sacramento and Tampa, in five regions: Florida, the Midwest, Nevada, the Pacific Coast and Texas. Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11 protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08- 10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents the Debtors in their restructuring efforts. The Debtors' consolidated financial condition as of Dec. 31, 2007, reflected total assets of $795,473,000 and total debts $631,867,000. The Debtors have until Jan. 16, 2009, to exclusively file a bankruptcy plan. KLEIN LLC: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Klein, LLC 15036 Oxnard Street Van Nuys, CA 91411 Case No.: 08-19811 Petition Date: December 4, 2008 Court: U.S. Bankruptcy Court Central District of California (San Fernando Valley) Judge: Geraldine Mund Debtor's Counsel: David I Brownstein, Esq. Brownstein & Brownstein LLP 21700 Oxnard St Ste 1160 Woodland, CA 91367 Tel: 818-905-0000 Fax: 818-593-3988 Email: db@brownsteinllp.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 5 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb08-19811.pdf KLIO III: Moody's Puts $3.58 Mil. Notes 'Ba2' Rating on Review -------------------------------------------------------------- Moody's Investors Service has placed on review for possible downgrade the rating of this class of notes issued by Klio III Funding, Ltd.: Class Description: US $3,583,142,000 Class F Float Rate Funded Note Due 11/1/2040 -- Prior Rating: Ba2 -- Current Rating: Ba2, on review for possible downgrade -- Prior Rating Action Date: December 3, 2008 Additionally, Moody's Investors Service announced that it has downgraded the ratings on these five classes of notes issued by Klio III Funding, Ltd.: Class Description: U.S.$ 205,000,000 Class A-1 Floating Rate Notes due 2040 -- Prior Rating: Baa1, on review for possible downgrade -- Current Rating: Ca -- Prior Rating Action Date: July 15, 2008 Class Description: U.S.$ 75,000,000 Class A-2 Floating Rate Subordinate Notes due 2040 -- Prior Rating: Ba2, on review for possible downgrade -- Current Rating: Ca -- Prior Rating Action Date: July 15, 2008 Class Description US$ 50,000,000 Class B Floating Rate Subordinate Notes due 2040 -- Prior Rating: Caa3 -- Current Rating: C -- Prior Rating Action Date: July 15, 2008 Class Description U.S.$ 40,000,000 Class C Floating Rate Junior Subordinate Notes due 2040 -- Prior Rating: Ca -- Current Rating: C -- Prior Rating Action Date: July 15, 2008 Class Description: 60,000 Preferred Shares, Par Value US$0.01 Per Share -- Prior Rating: Ca -- Current Rating: C -- Prior Rating Action Date: July 15, 2008 Moody's initially analyzed and continues to monitor this transaction using primarily the methodology and its supplements for ABS CDOs as described in Moody's Special Reports: -- Moody's Approach to Rating Multisector CDOs (9/15/2000) -- Moody's Approach To Rating Synthetic Resecuritizations (10/29/2003) -- Moody's Revisits its Assumptions Regarding Structured Finance Default (and Asset) Correlations for CDOs (6/27/2005) -- Moody's Modeling Approach to Rating Structured Finance Cash Flow CDO Transactions (9/26/2005) According to Moody's, these rating actions are as a result of the continued deterioration, in the credit quality of the transaction's underlying collateral pool consisting primarily of structured finance securities. This transaction has significant exposure to RMBS and ABS CDO securities. Since the time of the last rating action, the transaction's overcollateralization ratios have decreased significantly due to increased amount of defaults. Moody's announced on September 18, 2008 that it is revising its expected loss assumptions of subprime and prime RMBS, specifically of the second half 2005 - first half 2007 vintages. Moody's stated that for purposes of monitoring its ratings of ABS CDOs with exposure to second half 2005 - first half 2007 subprime RMBS, it will rely on certain projections of the lifetime average cumulative losses for vintages of RMBS set forth in a recent Moody's Special Report. Moody's also announced in a press release on November 17, 2008, that it is revising its expectations of lifetime losses on pools backing US Alt-A residential mortgage-backed securities issued in 2006 and 2007. Moody's explained that it will utilize these revised loss projections when monitoring ABS CDO ratings. LAND TITLE: S&P Withdraws 'BB-' Ratings After Merger ---------------------------------------------------- Standard & Poor's Ratings Services said that it revised its counterparty credit and financial strength ratings on Lawyers Title Insurance Corp. and Commonwealth Land Title Insurance Co. to 'R' from 'BB-'. S&P also said that it withdrew its 'BB-' ratings on Land Title Insurance Co., Title Insurance Co. of America, Transnation Title Insurance Co., and Transnation Title Insurance Co. of New York. These entities were merged into other, larger title insurance subsidiaries. (S&P never assigned a rating to United Capital Title Insurance Co., a key member of LandAmerica.) S&P revised the ratings on Lawyers and Commonwealth to 'R' following the Nebraska Department of Insurance's filing of orders of rehabilitation for these companies. Lawyers and Commonwealth are title insurance subsidiaries of LandAmerica Financial Group Inc., which filed for bankruptcy protection on Nov. 26, 2008. It is S&P's policy to revise the ratings on an insurer to 'R' anytime an insurer is placed under regulatory supervision. NEDOI's actions have no impact on S&P's 'BB-' ratings on LandAmerica New Jersey Title Insurance Co., which remain on CreditWatch developing. Despite the orders of rehabilitation, S&P's views Fidelity National Financial Inc.'s planned acquisition of LFG's title insurance operations (LandAmerica) -- including Lawyers and Commonwealth -- as a positive for LandAmerica. Applying FNF's historically effective strategy for managing mortgage cycles should improve LandAmerica's profitability. FNF believes combining the operations will lead to significant cost savings for the consolidated entity. FNF should also benefit from LandAmerica's strong presence in the commercial title insurance industry. "If the merger is completed, S&P would likely assign ratings to all of the LandAmerica operating companies, including Lawyers and Commonwealth," said S&P's credit analyst James Brender. "However, it is unlikely that S&P would align the ratings on these entities with those on FNF's title insurance subsidiaries unless the group provides additional explicit support to LandAmerica." S&P generally does not view recently acquired companies as core subsidiaries, but S&P could come to consider them core if they are fully integrated into the group's strategy and operations. S&P would likely downgrade LandAmerica's subsidiaries (except Lawyers and Commonwealth) if the merger is not completed. LANAI PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Lanai Properties, LLP 2435 Drusilla Lane Baton Rouge, LA 70809 Case No.: 08-80518 Petition Date: December 2, 2008 Court: U.S. Bankruptcy Court Southern District of Texas (Galveston) Judge: Letitia Z. Clark Debtor's Counsel: Wayne Kitchens, Esq. Hughes Watters & Askanase Three Allen Center 333 Clay, 29th Floor Houston, TX 77002 Tel: 713-759-0818 Fax: 713-759-6834 Email: jwk@hwallp.com Total Assets: $3,800,000 (at least) Total Debts: $2,208,241 (at least) The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. LAWYERS TITLE: S&P Changes Counterparty Rating to 'R' From 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its counterparty credit and financial strength ratings on Lawyers Title Insurance Corp. and Commonwealth Land Title Insurance Co. to 'R' from 'BB-'. S&P also said that it withdrew its 'BB-' ratings on Land Title Insurance Co., Title Insurance Co. of America, Transnation Title Insurance Co., and Transnation Title Insurance Co. of New York. These entities were merged into other, larger title insurance subsidiaries. (S&P never assigned a rating to United Capital Title Insurance Co., a key member of LandAmerica.) S&P revised the ratings on Lawyers and Commonwealth to 'R' following the Nebraska Department of Insurance's filing of orders of rehabilitation for these companies. Lawyers and Commonwealth are title insurance subsidiaries of LandAmerica Financial Group Inc., which filed for bankruptcy protection on Nov. 26, 2008. It is S&P's policy to revise the ratings on an insurer to 'R' anytime an insurer is placed under regulatory supervision. NEDOI's actions have no impact on S&P's 'BB-' ratings on LandAmerica New Jersey Title Insurance Co., which remain on CreditWatch developing. Despite the orders of rehabilitation, S&P's views Fidelity National Financial Inc.'s planned acquisition of LFG's title insurance operations (LandAmerica) -- including Lawyers and Commonwealth -- as a positive for LandAmerica. Applying FNF's historically effective strategy for managing mortgage cycles should improve LandAmerica's profitability. FNF believes combining the operations will lead to significant cost savings for the consolidated entity. FNF should also benefit from LandAmerica's strong presence in the commercial title insurance industry. "If the merger is completed, S&P would likely assign ratings to all of the LandAmerica operating companies, including Lawyers and Commonwealth," said S&P's credit analyst James Brender. "However, it is unlikely that S&P would align the ratings on these entities with those on FNF's title insurance subsidiaries unless the group provides additional explicit support to LandAmerica." S&P generally does not view recently acquired companies as core subsidiaries, but S&P could come to consider them core if they are fully integrated into the group's strategy and operations. S&P would likely downgrade LandAmerica's subsidiaries (except Lawyers and Commonwealth) if the merger is not completed. LEHMAN BROTHERS: Customers Have Until Jan. 30 to File SIPA Claims ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York informs customers of Lehman Brothers Inc. who wish to be eligible for the maximum protection under the Securities Investor Protection Act of 1970, as amended, have until 60 days from Dec. 1, 2008, the date of the Notice, or Jan. 30, 2009, to file their claims. Lehman Brothers Inc. is the only Lehman entity that is a debtor in the SIPA liquidation proceeding. The Court advises customers that they may file their claims up to six (6) months from the date of the Notice; however, the filing of claims after Jan. 30, 2009, but within the six (6) month period may result in less protection for the customer. Claim forms must be filed either electronically on line at http://lehmantrustee.comor by cetified mail to the Trustee: If by first class mail: Lehman Brothers Inc. Claims Processing c/o Epiq Bankruptcy Solutions, LLC P.O. Box 6389 Portland, OR 97228-6389 If by overnight mail: Lehman Brothers Inc. Claims Processing c/o Epiq Bankruptcy Solutions, LLC 10300 SW Allen Blvd. Beaverton, OR 97005 Claims by broker-dealers for the completion of open contractual commitments must be filed with the Trustee by Jan. 30, 2009. All other creditors of the Debtor must file formal proofs of claim with the Trustee within six (6) months after the date of the Notice. A meeting of customers and other creditors will be held at 10:00 a.m. on Dec. 17, 2008, at the New York Marriott Downtown, in New York City. The Trustee will preside at such meeting to provide information about the customer claims process and the progress of this SIPA liquidation. The claims forms and other backgound on this SIPA liqudation may be found on SIPC's website, http://www.sipc.organd on the Trustee's website, http://www.lehmantrustee.com. About SIPC The Securities Investor Protection Corporation is the U.S. investor's first line of defense in the event a brokerage firm fails, owing customer cash and securities that are missing from customer accounts. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- is the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Through its team of more than 25,000 employees, Lehman Brothers offers a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. The firm, through predecessor entities, was founded in 1850. Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No.: 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. The Sept. 15 Chapter 11 filing by Lehman Brothers Holdings, Inc., does not include any of its subsidiaries. Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16 (Case No. 08-13600). Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Barclays Bank Plc has agreed, subject to U.S. Court and relevant regulatory approvals, to acquire Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for $1.75 billion. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. These are currently the only UK incorporated companies in administration. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on Sept. 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. The two units of Lehman Brothers Holdings, Inc., which has filed for bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York, have combined liabilities of JPY4 trillion -- $38 billion). Lehman Brothers Japan Inc. reported about JPY3.4 trillion ($33 billion) in liabilities in its petition. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited have suspended its operations with immediate effect, including ceasing to trade on the Hong Kong Securities Exchange and Hong Kong Futures Exchange, until further notice. The Asian units' asset management company, Lehman Brothers Asset Management Limited, will continue to operate on a business as usual basis. A further notice concerning the retail structured products issued by or arranged by any Lehman Brothers group company will be issued as soon as possible, a press statement said. LEOMINSTER BUSINESS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Leominster Business Center, Inc. P.O. Box 616 Westminster, MA 01473 Bankruptcy Case No.: 08-43893 Chapter 11 Petition Date: November 26, 2008 Court: District of Massachusetts (Worcester) Judge: Joel B. Rosenthal Debtor's Counsel: Richard N. Gottlieb, Esq. rnglaw@verizon.net Law Offices of Richard N. Gottlieb Eleven Beacon Street, Suite 625 Boston, MA 02108 Tel: (617) 742-4491 Estimated Assets: Less than $50,000 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/mssb08-43893.pdf The petition was signed by president Phillip Rahaim. LISA MINI: Case Summary & 15 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Lisa Michelle Mini 1070 Silverado Trail Napa, CA 94559 Case No.: 08-12600 Petition Date: December 3, 2008 Court: U.S. Bankruptcy Court Northern District of California (Santa Rosa) Judge: Alan Jaroslovsky Debtor's Counsel: David N. Chandler, Esq. Law Offices of David N. Chandler 1747 4th St. Santa Rosa, CA 95404 Tel: (707) 528-4331 Email: DChandler1747@yahoo.com Total Assets: $1,559,000 Total Debts: $3,331,649 A list of the Debtor's 15 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb08-12600.pdf The Debtor disclosed that a shareholder, Napa Valley Athletic Club LLC & Inc., has filed a pending bankruptcy case that was filed on Sept. 12, 2000, in the Santa Rosa District. MARK DOWNEY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Mark A. Downey Auto Group, LLC dba Downey Chevrolet 1100 W. Dallas Cooper, TX 75432 Bankruptcy Case No.: 08-43189 Chapter 11 Petition Date: November 26, 2008 Court: Eastern District of Texas (Sherman) Debtor's Counsel: Eric A. Liepins, Esq. Eric A. Liepins, P.C. eric@ealpc.com 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by managing member Mark Downey. MARSHFIELD AND SANDWICH: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Marshfield and Sandwich Associates Limited Partnership 290 Commonwealth Ave., #5 Boston, MA 02115 Bankruptcy Case No.: 08-19330 Chapter 11 Petition Date: December 4, 2008 Court: District of Massachusetts (Boston) Judge: Henry Boroff Debtor's Counsel: Philip C. Silverman, Esq. psilverman@andersonaquino.com Anderson Aquino LLP 240 Lewis Wharf Boston, MA 02110 Tel: (617) 723-3600 Fax: (617) 723-3699 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Krikor Baytarian, president of Noranda Properties, Inc. MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Mega Lift Systems, LLC P.O. Box 132448 Tyler, TX 75713 Tel: (903) 526-6342 Bankruptcy Case No.: 08-61121 Chapter 11 Petition Date: December 2, 2008 Court: Eastern District of Texas (Tyler) Judge: Bill Parker Debtor's Counsel: Michael E. Gazette, Esq. megazette@suddenlinkmail.com 100 East Ferguson Street, Suite 1000 Tyler, TX 75702 Tel: (903) 596-9911 Estimated Assets: $500,000 to $1,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb08-61121.pdf The petition was signed by James Bartley, manager of the company. MEGA LIFT: Case Summary & 36 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Mega Lift Systems, LLC P.O. Box 132448 Tyler, TX 75713 Tel: (903) 526-6342 Bankruptcy Case No.: 08-61121 Chapter 11 Petition Date: December 2, 2008 Court: Eastern District of Texas (Tyler) Judge: Bill Parker Debtor's Counsel: Michael E. Gazette, Esq. megazette@suddenlinkmail.com 100 East Ferguson Street, Suite 1000 Tyler, TX 75702 Tel: (903) 596-9911 Estimated Assets: $500,000 to $1,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb08-61121.pdf The petition was signed by James Bartley, manager of the company. MERCURY COMPANIES: Panel Seeks Appointment of Chapter 11 Trustee ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in Mercury Companies, Inc., and affiliated debtors' bankruptcy cases ask the U.S. Bankruptcy Court for the District of Colorado for the appointment of a Chapter 11 trustee to be selected by the Committee. In support of its request for the appointment of a Chapter 11 Trustee, the Creditors Committee states: a. Debtor's management lacks the necessary expertise to efficiently and effectively liquidate its remaining assets. The estate's value is being rapidly eroded while insider transactions take place at the non-debtor subsidiary level. b. It appears that current management is grossly mismanaging the Debtor and its assets. c. Jerrold Hauptman, whose family controls the Debtor, and Carol Ann McConville, the Debtor's general counsel, are both compensated by Fidelity National, Inc., the prepetition purchaser of several subsidiaries sold by the Debtor. Due to the apparent conflicts of interest, Debtor's present management is unable to properly evaluate and take necessary actions in pursuit of the potential claims the estate may have claims against Fidelity as well as claims against Mr. Hauptman, Hauptman family members, insiders, and former officers and directors. d. Debtor has not liquidated any asset, and is unable to provide timely, accurate reports regarding its expenses and management efforts. e. In the nearly three months postpetition, Debtor has spent approximately $150,000 each month solely to employ its remaining employees, maintain its lease, and pay miscellaneous expenses. Creditors have received little to no benefit from this loss of approximately $450,000 from the estate. In addition, the Debtor continues to incur attorneys' fees without regular disclosure to the Committee regarding the amount. f. Debtor's management efforts have been largely spent on efforts that will not increase the distribution to creditors. While Debtor's creditors bore the costs of preparation of the subsidiary filings, each subsidiary filed separates cases, asserting distinct assets from the Debtor. g. Debtor's "Remington" subsidiaries, which according to the Debtor, own and develop real property, and potential claims related to the "Remington" subsidiaries' transfers and assets, require scrutiny by a Chapter 11 trustee. h. The Debtor's other principal tangible assets, which include an airplane, an airplane hangar, a leasehold interest in its present commercial headquarters, office equipment and furniture, and its alleged claim against its largest creditor, First American, may be liquidated by a trustee for significantly less expense than Debtor is expending to maintain an office and employ its remaining employees. i. A Chapter 11 trustee would reduce the estate's administrative expenses and allow the Debtor to maximize its assets, and would do so in a much more expedient manner. Denver, Colorado-based Mercury Companies Inc. is a holding company primarily for subsidiaries that until recently were involved in the settlement services industry, including title services, escrow services, real estate services, mortgage services, mortgage document preparation, and settlement services software development. Mercury has since wound down or sold its operations. The company filed for Chapter 11 protection on Aug. 28, 2008. On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury, Arizona Title Agency, Inc., Financial Title Company, Lenders Choice Title Company, Lenders First Choice Agency, Inc., Texas United Title, Inc., dba United Title of Texas and Title Guaranty Agency of Arizona, Inc., also filed voluntary Chapter 11 petitions, which cases are jointly administered with Mercury's (Bankr. D. Colo. Lead Case No. 08-23125). Daniel J. Garfield, Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, and Kathleen A. Odle, at Sherman & Howard LLP, represent the Debtors as counsel. Douglas W. Jessop, Esq, and Lars H. Fuller, Esq., at Jessop and Company, PC represent the Official Committee of Unsecured Creditors as counsel. In its schedules, Mercury Companies, Inc. listed total assets of $21,820,135 and total debts of $63,553,229. MERCURY COMPANIES: Seeks Court OK to Sell Plane to Global Jet Mgt. ------------------------------------------------------------------ Mercury Companies, Inc. asks the U.S. Bankruptcy Court for the District of Colorado to: a) authorize the sale of its 2002 Raytheon Aircraft Company 390, S/N/ RB-49, N25MC with Williams-Rolls model FJ44 2A Engines, Right S/N 105004, Left S/N 105033 and related ground support instruments and other personal property to Global Jet Management, LLC, free and clear of all liens, claims, interests and encumbrances; b) approve the Asset Purchase Agreement with Global Jet Management, LLC; and c) authorize the payment of broker's fees. Mercury says it does not currently use the Aircraft. As of Oct. 10, 2008, Mercury owed U.S. Bancorp Equipment Finance, Inc., which financed the purchase of the aircraft in 2003, $2,105,289.63, excluding attorney's fees and collection costs. The loan matured on Sept. 11, 2008. Mercury is selling the Aircraft, which has a book value of approximately $3,035,000, to pay its debt to U.S. Bancorp Equipment Finance, and, potentially, to generate excess sales proceeds for its bankruptcy estate. Purchase Terms On Nov. 25, 2008, Mercury and Global Jet Management, LLC entered into an Aircraft Purchase Agreement for the sale of the Aircraft for the purchase price of $3,100,000. Pending approval of the sale by the Court, Mercury will pay the costs of the airworthiness inspection and test flight. Upon approval of the sale, the Buyer will reimburse Mercury for the Inspection Costs. Mercury will bear the responsibility for paying all costs associated with delivery of Aircraft to the inspection facility and with correcting any airworthiness discrepancies identified during the inspection that must be corrected in order to return the Aircraft to service. The sale shall be subject to higher or better offers. General Aviation Services, Mercury's aircraft broker, will receive a flat-rate commission of $85,000. The Debtor tells the Court that the sale of the Aircraft is in the best interests of Mercury, its estate and creditors, and Mercury's sound business judgment supports the sale. Denver, Colorado-based Mercury Companies Inc. is a holding company primarily for subsidiaries that until recently were involved in the settlement services industry, including title services, escrow services, real estate services, mortgage services, mortgage document preparation, and settlement services software development. Mercury has since wound down or sold its operations. The company filed for Chapter 11 protection on Aug. 28, 2008. On Oct. 24, 2008, six direct and indirect subsidiaries of Mercury, Arizona Title Agency, Inc., Financial Title Company, Lenders Choice Title Company, Lenders First Choice Agency, Inc., Texas United Title, Inc., dba United Title of Texas and Title Guaranty Agency of Arizona, Inc., also filed voluntary Chapter 11 petitions, which cases are jointly administered with Mercury's (Bankr. D. Colo. Lead Case No. 08-23125). Daniel J. Garfield, Esq., Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, and Kathleen A. Odle, Esq., at Sherman & Howard LLP, represent the Debtors as counsel. Douglas W. Jessop, Esq., and Lars H. Fuller, Esq., at Jessop and Company, PC represent the Official Committee of Unsecured Creditors as counsel. In its schedules, Mercury Companies, Inc. listed total assets of $21,820,135 and total debts of $63,553,229. MICHAEL HARRELSON: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Michael E. Harrelson Jill H. Harrelson aka Mildred Harrelson fka Mildred Jill Hamilton 3301 County Road 157 Enterprise, AL 36330 Bankruptcy Case No.: 08-12026 Chapter 11 Petition Date: November 26, 2008 Court: Middle District of Alabama (Dothan) Debtor's Counsel: Cameron-RRL A. Metcalf, Esq. cam@emppc.com Espy,Metcalf & Poston, PC P.O. Drawer 6504 Dothan, AL 36302 Tel: (334) 793-6288 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/almb08-12026.pdf MINERVA REAL: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Minerva Real Estate, LLC 217 Roosevelt Avenue Minerva, OH 44657 Bankruptcy Case No.: 08-64059 Chapter 11 Petition Date: November 26, 2008 Court: Northern District of Ohio (Canton) Judge: Russ Kendig Debtor's Counsel: Marc Merklin, Esq. mmerklin@brouse.com Brouse McDowell, LPA 388 S. Main Street, Suite 500 Akron, OH 44311 Tel: (330) 535-5711 Fax: (330) 253-8601 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor does not have any creditors who are not insiders. The petition was signed by president Lawrence C. Musarra. MODTECH HOLDINGS: Taps Winthrop Couchot as Insolvency Counsel ------------------------------------------------------------- Modtech Holdings, Inc., asks the U.S. Bankruptcy Court for the Central District of California for authority to employ Winthrop Couchot Professional Corporation as its general insolvency counsel. As the Debtor's general insolvency counsel, Winthrop Couchot will, among others, advise the Debtor concerning the requirements of the Bankruptcy Court, the Federals Rules of Bankruptcy Procedure and the Local Bankruptcy Rules, represent the Debtor in any proceedings or hearings in this Court and in any proceedings in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected, and take such other action and perform such other services as the Debtor may require in connection with its Chapter 11 case. Marc J. Winthrop, a shareholder at Winthrop Couchot, assures the Court that the firm does not have any interest adverse to the Debtor or its estate. The Debtor tells the Court that prior to bankruptcy filing, it paid the firm a retainer from the Debtor in the amount of $40,000, In addition, the Debtor has agreed to pay the firm an additional $75,000 postpetition retainer out of the proceeds of its proposed postpetition financing with Laurus Master Fund, Ltd. As compensation for their services, Winthrop Couchot's professionals bill: Hourly Rate ----------- Marc J. Winthrop, Esq. $625 Robert E. Opera, Esq. $595 Sean A. Okeefe, Esq. $575 Paul J. Couchot, Esq. $575 Richard H. Golubow, Esq. $425 Peter W. Lianides Esq. $425 Garrick A. Hollander, Esq. $425 Charles Liu, Esq. $395 Kavita Gupta, Esq. $325 Lindy Herman, Esq. $225 P.J. Marksbury, Legal Asst. $195 Legal Assistant Associates $95 Headquartered in Perris, California, Modtech Holdings, Inc. -- http://www.modtech.com/-- makes and sells modular and relocatable classrooms, commercial and light industrial modular buildings. The company filed for Chapter 11 protection on October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324). Richard A. Marshack, Esq., at Shulman Hodges & Bastian LLP, represent the Official Committee of Unsecured Creditors as counsel. In its schedules, the Debtor listed total assets of $16,727,444, and total debts of $30,151,514. MODTECH HOLDINGS: U.S. Trustee Adds 4 Members to Creditors Panel ---------------------------------------------------------------- The United States Trustee for Region 16 appointed 4 additional creditors to serve on the Official Committee of Unsecured Creditors in Modtech Holdings, Inc.'s Chapter 11 case. The Creditors Committee members are: a) Squar Milner, Chairperson Representative: Steve Milner 4100 Newport Place Drive Suite 300 Newport Beach, CA 92660 Tel: (949) 222-2999 Fax: (949) 222-2989 b) Reliable Wholesale Lumber Reresentative: John Nicols/David Higman Post Office Box 191 Huntington Beach, CA 92648 Tel: (714) 848-8222 Fax: (714) 849-2254 c) Acoustical Material Services Representative: Debra Williams 10200 S. Pioneer Boulevard Suite 500 Santa Fe Springs, CA 90670 Tel: (562) 447-2900 Fax: (562) 777-0984 Additional Members: d) Amtech Representative: Scott E. Kuethen 2749 Saturn Street Brea, CA 92821 Tel: (714) 784-4560 e) Stanley-Bostitch Representative: James Dubrava 480 Myrtle Street New Britain, CT 06053 Tel: (860) 827-5061 f) Douglas Steel Supply Representative: Sharon Baker 5764 Alcoa Avenue Vernon, CA 90058 Tel: (323) 587-7676 ext 213 g) Geary Pacific Supply Representative: Brian McGee 1908 N. Enterprise Orange, CA 92865 Tel: (714) 279-2950 est 102 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in Perris, California, Modtech Holdings, Inc. -- http://www.modtech.com/-- makes and sells modular and relocatable classrooms, commercial and light industrial modular buildings. The company filed for Chapter 11 protection on October 20, 2008 (Bankr. C.D. Calif. Case No. 08-24324). Charles Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot, represent the Debtor as counsel. Richard A. Marshack, Esq., at Shulman Hodges & Bastian LLP, represent the Official Committee of Unsecured Creditors as counsel. In its schedules, the Debtor listed total assets of $16,727,444, and total debts of $30,151,514. MOHHAMAD ASSADI: Case Summary & Eight Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Mohammad Assadi P. O. Box 160573 Austin, TX 78716 Bankruptcy Case No.: 08-12428 Chapter 11 Petition Date: December 2, 2008 Court: Western District of Texas (Austin) Judge: Craig A. Gargotta Debtor's Counsel: Christopher J. Tome, Esq. lawoffices@christome.biz Law Offces of Christopher J. Tome, PC 8650 Spicewood Springs Road, PMB #504 Austin, TX 78759-4322 Tel: (512) 249-1904 Fax: (512) 249-1920 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb08-12428.pdf The petition was signed by Mohammad Assadi. MORGAN STANLEY: Fitch Affirms Rating on $8.4-Mil. Class J at 'B' ---------------------------------------------------------------- Fitch Ratings has upgraded Morgan Stanley Capital, Inc.'s commercial mortgage pass-through certificates, series 1997-WF1: -- $8.4 million class H to 'AAA' from 'AA-'; Outlook Stable. In addition, Fitch has affirmed these classes: -- Interest-only class X-1 at 'AAA'; Outlook Stable; -- $797,784 class G at 'AAA'; Outlook Stable; -- $8.4 million class J at 'B'; Outlook Stable. Fitch does not rate the $2.9 million class K. Classes A-1, A-2, X-2, B, C, D, E and F have been paid in full. The Stable Outlooks reflect the unlikely movement of any ratings over the next one to two years. The upgrade is a result of additional pay down and stable performance since Fitch's last rating action. As of the November 2008 distribution date, the pool's aggregate collateral balance has been reduced 96.3% to $20.5 million from $559.2 million at issuance. Of the original 126 loans, only nine remain. The remaining pool is comprised of 32% retail, 28.3% office, 25.7% hotel and 14% multifamily properties. The largest loan (29.8%) is collateralized by an office property in Madison, Wisconsin. Occupancy as of Dec. 31, 2007, has remained stable at 100% since issuance. The second largest loan (27.1%) is collateralized by a hotel in San Diego, California. As of Dec. 31, 2007, occupancy is 78% compared to 86.4% at issuance. The third largest loan (15.3%) is collateralized by a retail property in Phoenix, Arizona. Occupancy as of Dec. 31, 2007, has remained stable at 100% since issuance. The servicer reported weighted average debt service coverage ratio for the remaining loans is 2.11 times and eight (72.8%) of the nine remaining loans are fully amortizing. The weighted average coupon for the remaining loans is 8.771%. No loans mature until November 2011. MT WILSON: Moody's Cuts Rating on $32 Mil. Class D Notes to 'Ba2' ----------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of these notes issued by Mt. Wilson CLO II, Ltd: Class Description: US$60,000,000 Class A-2 Floating Rate Notes Due 2020 -- Prior Rating: Aaa -- Prior Rating Action Date: 7/26/07 -- Current Rating: Aa1 Class Description: US$18,000,000 Class B Floating Rate Notes Due 2020 -- Prior Rating: Aa2 -- Prior Rating Action Date: 7/26/07 -- Current Rating: A1 Class Description: US$24,000,000 Class C Floating Rate Deferrable Notes Due 2020 -- Prior Rating: A2 -- Prior Rating Action Date: 7/26/07 -- Current Rating: Baa2 Class Description: US$32,000,000 Class D Floating Rate Deferrable Notes Due 2020 -- Prior Rating: Baa2, on review for downgrade -- Prior Rating Action Date: 7/26/07 -- Current Rating: Ba2 According to Moody's, the rating action is a result of the loss of credit support from the Class D Coupon Swap. Lehman Brothers Special Financing Inc. acts as counterparty under the Class D Coupon Swap Agreement (with Lehman Brothers Holdings Inc. guaranteeing the obligations of LBSFI). In this role, LBSFI advances payment of interest owed on the Class D notes during the reinvestment period to the extent that interest collections on the collateral are insufficient to service such payments. The bankruptcy filings of LBSFI and LBHI have disrupted LBSFI's ability to perform its obligations under the swap. Moody's noted that no cash collateral has been posted to Mt. Wilson CLO II, Ltd. by LBSFI. Additionally, the likelihood of entering into a replacement swap at an acceptable cost in the near-term appears to be adversely constrained by the current challenging market conditions. Moody's further noted that the transaction's payment priority requires current interest and interest on deferred interest of the Class D notes to be paid from principal collections prior to the payment of the senior notes' principal. As a result, the loss of support from the Class D coupon swap has also increased the expected losses on the notes senior to the Class D notes, as reflected in the rating actions. Moody's initially analyzed and continues to monitor this transaction using primarily the methodology and its supplements for cash flow CLOs as described in these Moody's Special Reports: -- Rating Cash Flow Transactions Backed by Corporate Debt 1995 Update (4/10/1995) -- Binomial Expansion Method Applied to CBO/CLO Analysis (The) (12/13/1996) -- Using the Structured Note Methodology to Rate CDO Combo-Notes (2/20/2004) -- CDO RatingFactors VOL. I No. 3 Moody's Recovery Rate Assumptions for U.S. Corporate Loans and Bonds: Picking Up The Pieces (3/17/2004) -- CDO RatingFactors VOL. I No. 5 Haircuts for Excess Caa Assets and Deep Discount Obligations (6/24/2004) -- CDO RatingFactors VOL. II No. 4 Assigning Market Value To CDO Assets (12/14/2005) NATIONAL AMUSEMENT: Viacom Will Cut 7% of Workforce --------------------------------------------------- Nat Worden at The Wall Street Journal reports that National Amusements Inc. owner Sumner Redstone's Viacom Inc. said it will lay off about 7%, or 850 of its workers, and will take up to $450 million in fourth-quarter asset write-downs. WSJ says that Viacom's layoffs will affect the company's media properties in the U.S. and abroad. The report states that the write-downs and restructuring will result in fourth-quarter charges of up to $450 million, as the company seeks for pretax savings of $200 million to $250 million in 2009. According to WSJ, Viacom is faced with declining ad sales and lower movie revenue, struggling with double-digit ratings declines at its cable networks, including MTV, VH1, and BET. WSJ relates that ad sales have been declining for Viacom, which also reported lower theatrical revenue in the latest quarter. A group of financial companies also filed this week a lawsuit against Viacom's unit, Paramount, claiming that the film studio made misrepresentations in a movie-financing deal, which would cause them to lose their $40.1 million investment, WSJ reports. WSJ relates that Mr. Redstone is negotiating with lenders over National Amusements' credit. According to the report, National Amusements' $1.6 billion debt load is tied to the value of Viacom and CBS Corp. Mr. Redstone, previous reports say, had sold about $233 million of non-voting shares in the two companies. Viacom spokesperson Kelly McAndrew denied any connection between Mr. Redstone's debt problems and Viacom's layoffs, WSJ states. About National Amusements, Inc. National Amusements, Inc., North America's sixth largest theatre operator is a closely held corporation, that operates more than 1,425 motion picture screens in the U.S., the U.K., Latin America, is an equal partner in the online ticketing service, MovieTickets.com and the parent company of Viacom. Viacom is a leading global media company, with preeminent positions in broadcast and cable television, radio, outdoor advertising and online. With programming that appeals to audiences in every demographic category across virtually all media, the company is a leader in the creation, promotion and distribution of entertainment, news, sports, music and comedy. Viacom's well-known brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT: Country Music Television, Comedy Central, Showtime, Blockbuster, and Simon & Schuster. As reported in the Troubled Company Reporter on Nov. 25, 2008, National Amusements would likely have to file for Chapter 11. National Amusements owner Sumner Redstone put in October 2008 about $233 million of his stock in Viacom and CBS, which he controls through National Amusements, to try to fix his debt problems after the stock market dropped lower and National Amusements breached an asset-to-debt covenant. The move didn't work, and the Redstone family has since been discussing with its lenders about restructuring a $1.6 billion debt. According to The Wall Street Journal, the declining value of Mr. Redstone's assets could give him less chance in talks with lenders, and he would have to sell some assets as a condition of a restructuring. WSJ says that asset sales being discussed include the Redstone family's movie-theater chain. NEXSTAR FINANCE: Moody's Cuts Corporate Family Rating to 'B3' ------------------------------------------------------------- Moody's Investors Service downgraded Nexstar Finance Holdings, Inc.'s Corporate Family Rating to B3 and affirmed its B3 probability-of-default rating. In addition, Moody's affirmed the Caa2 rating of Nexstar's 11.375% Senior Discount Notes due 2013 and the Caa1 rating of Nexstar Broadcasting, Inc.'s 7% Senior Subordinated Notes. Moody's also downgraded the ratings of Nexstar Broadcasting, Inc.'s and Mission Broadcasting, Inc.'s senior secured credit facilities to B1 from Ba2. The outlook is negative. The rating downgrades and negative outlook reflect Moody's expectation that despite potential upside from additional retransmission compensation and eMedia revenue, depressed consumer confidence, a slowdown in consumer spending, its adverse impact on corporate profits and the resulting cutbacks in advertising and marketing budgets by several industries that advertise heavily will create increasing pressure on Nexstar's revenue and cash flow. As a result, Moody's expects the company's credit metrics, including debt-to-EBITDA leverage, will likely be materially negatively impacted. Partially mitigating the impact will be lower capital expenditures associated with the completion of the company's digital conversion plus the potential for other revenue opportunities. Additionally, Moody's believes that given the absence of material political revenue in 2009 combined with continued weakness in the advertising environment, the company will remain challenged in its ability to comply with its financial maintenance covenants, thus constraining liquidity. Moody's also believes that successfully attaining a waiver or amendment under the credit facility may likely result in increased pricing, thereby further stressing the company's cash flow. The affirmation of the company's PDR reflects Moody's belief that the likelihood of default remains unchanged and incorporates the extremely limited cushion under Nexstar Broadcasting Inc.'s senior secured credit facility covenants and correspondingly weak liquidity profile. The two notch downgrade of Nexstar Broadcasting, Inc.'s and Mission Broadcasting, Inc.'s senior secured credit facilities reflect Moody's expectation that in default, secured creditors will likely incur additional loss as leverage rises as Moody's project. The PDR would otherwise be lowered further were it not for Moody's belief that the company will continue to generate free cash flow and is likely be able to get a waiver and an amendment in the event that it does breach its financial maintenance covenants and is thereby subject to a technical default. Moody's believes that the company is likely to breach its bank financial covenants in Q3 of 2009. The negative outlook incorporates the uncertainty surrounding the covenant compliance situation given the precarious credit environment for high yield borrowers. The SGL-4 speculative grade liquidity rating is significantly influenced by the company's limited covenant cushion, Moody's uncertainty in Nexstar's ability to remain in compliance with its financial maintenance covenants over the next twelve months, and a modest perceived ability to quickly monetize non-core assets if needed. These weaknesses are balanced by the company's modestly positive free cash flow after mandatory debt service. Moody's has taken these ratings actions: Nexstar Finance Holdings, Inc. -- Corporate family rating: Downgraded to B3 from B2 -- Probability-of-default rating: Affirmed B3 -- 11.375% senior discounts notes due 2013: Affirmed Caa2 (to LGD 6, 94% from LGD 5, 85%) -- Speculative Grade Liquidity Assessment: Affirmed SGL-4 Nexstar Broadcasting, Inc. (including Mission Broadcasting, Inc.) -- $98 million revolving credit facilities due 2012: Downgraded to B1 from Ba2 (to LGD 2, 25% from LGD 2, 15%) -- $355 million senior secured term loans due 2012: Downgraded to B1 from Ba2 (to LGD 2, 25% from LGD 2, 15%) -- 7% senior subordinated notes due 2014: Affirmed Caa1 (to LGD 5, 74% from LGD 4, 61%) The rating outlook is negative. The last rating action was on March 28, 2008 when Moody's affirmed Nexstar's B2 CFR and downgraded its PDR to B3. In addition, Moody's assigned an speculative grade liquidity rating of SGL-4. Nexstar Broadcasting Group, Inc., based in Irving, Texas, owns and operates or provides services to 50 television stations in 29 markets. The company recorded revenue of approximately $276 million during the twelve months ended September 30, 2008. OPEN SOLUTIONS: Weak Performance Cues Moody's to Downgrade Ratings ------------------------------------------------------------------ Moody's Investors Service lowered Open Solutions Inc.'s corporate family rating to B3 from B2 and revised the ratings outlook to negative from stable. Simultaneously, Moody's also lowered the ratings on the company's senior secured credit facilities to B1 from Ba3 and senior subordinated notes rating to Caa2 from Caa1. The ratings downgrade reflects the company's weaker than expected financial performance resulting in weaker credit metrics and a reduced liquidity profile stemming from very tight cushions for the financial maintenance covenant under its bank credit agreement. Open Solutions' B3 CFR is constrained by the company's: i) very high financial leverage and weak interest coverage metrics; ii) reduced liquidity profile as a result of limited cushion for the financial maintenance covenant under its bank credit agreement; iii) limited free cash flow generation prospects; iv) small size and limited product offering relative to larger, better capitalized, and more diversified competitors; v) high geographic concentration having more than 95% of its customer base located in the US; and vi) high end-market concentration predominantly within financial institutions. In addition, the rating is constrained by Moody's expectation that Open Solutions' revenue and profitability growth prospects may be limited due to continued weakness and uncertainty in the overall macro environment, which could curb end-market demand for the company's software solutions among financial institution customers and prospects. The rating is supported by the company's i) high-level of recurring revenue base coupled with high customer retention / renewal trends; ii) high barriers-to-entry in its core product market stemming from high business criticality and large switching costs associated with its core processing software products; and iii) low client concentration among financial institution customer base. The negative rating outlook reflects Moody's expectation that the limited EBITDA cushion for the financial maintenance covenant under the company's bank credit agreement will remain very tight and that a shortfall in the company's anticipated performance over the next twelve months could require the company to seek an equity contribution from its financial sponsors or a waiver / amendment from its lenders. These ratings are lowered: -- Corporate family rating to B3 from B2 -- Probability of default rating to B3 from B2 -- $75 million first lien revolving credit facility to B1 (LGD3, 32%) from Ba3 (LGD3, 31%) -- $562 million first lien term loan to B1 (LGD3, 32%) from Ba3 (LGD3, 31%) -- $325 million of 9.75% senior subordinated notes to Caa2 (LGD5, 86%) from Caa1 (LGD5, 85%) The rating outlook is negative. Open Solutions' ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as: (i) the business risk and competitive position of the company versus others within the industry; (ii) the capital structure and financial risk of the company; (iii) the projected performance of the company over the near-to-intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of Open Solutions' core industry and Open Solutions' ratings are believed to be comparable to those of other issuers of similar credit risk. The previous rating action occurred on December 20, 2006, when Moody's confirmed Open Solutions' B2 CFR and assigned new ratings to it's senior secured credit facilities (Ba3) and senior subordinated notes (Caa1). Headquartered in Glastonbury, Connecticut, Open Solutions Inc. is a privately-held provider of core data processing and information management software solutions for financial institutions including community banks / thrifts and credit unions. In January 2007, the company was acquired by The Carlyle Group and Providence Equity Partners in a leveraged transaction of roughly $1.4 billion including the assumption of debt. Revenues for the last twelve month period ended September 2008 was $438 million. PALM INC: November Sales Drop Cues S&P to Junk Ratings ------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Sunnyvale, California-based Palm Inc. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's secured term loan and revolving credit facility to 'CCC' from 'B-'. The recovery rating on the debt is revised to '5' from '4', indicating the expectation for modest (10% to 30%) recovery in the event of a payment default. "The actions reflects Palm's announcement that sales in the November 2008 quarter will decline to about half of the August quarter's level, reflecting challenging economic conditions and market share losses," said S&P's credit analyst Bruce Hyman. While Palm's consumer-grade Centro has been well-received, it remains a low-margin point product, and consumers are likely also shifting purchases towards iPhones, Blackberrys, and other smartphones, contributing to the revenue falloff. Palm's history of operating losses and negative free cash flows is expected to continue, as the company continues to invest in developing enterprise-grade smartphones with a goal to recapture market share in 2009. S&P's ratings on Palm reflect the company's high debt leverage, narrow range of products, market share losses, and negative free cash flows in a highly competitive market. These factors are offset to a very limited degree by a measure of consumer loyalty, and sufficient liquidity for near-term operational purposes. Palm is committed to launching a new hardware and software platform to reinvigorate its revenues and profits during 2009, while maintaining shelf space at resellers and carriers. In response to the revenue shortfall, Palm is reducing its domestic workforce, consolidating its European operations, and will run its Asia-Pacific operations from the United States. An outsourced manufacturing model helps to buffer the gross margin impact of the revenue shortfall, down about 10 percentage points sequentially. Palm expects to reduce its run-rate operating expenses by $20 million per quarter by the May 2009 quarter. Still, EBITDA (negative $7 million in the August quarter) and free cash flows (about negative $80 for the trailing 12 months) likely will weaken further, as product development expenses must be maintained at relatively high levels, while other costs cannot be reduced proportionately with the sales decline. Debt levels (including capitalized operating leases) are high, at $427 million including capitalized operating leases, given the company's prospects for continued near term losses and declines in its cash position. Palm's cash balances, which were $248 million at Aug. 31, 2008, will be reported at $210-$220 million as of Nov. 28, 2008. Free cash flows have been negative since the November 2007 quarter, about $20 million per quarter through August 2008, although the pace would likely accelerate in the next few quarters. Near term liquidity should remain adequate for operational purposes, even if negative free cash flows comparable to the November quarter persist as the company refreshes its hardware and software offerings. However, unless the cash utilization rate is slowed, liquidity will tighten within a year. Annual repayments of the term loan B facility are modest, 1% per year, and it matures in 2014. The recovery rating on Palm Inc. was revised to '5' from '4', indicating that lenders can expect modest (10% to 30%) recovery in the event of a payment default. As a result, the issue level ratings on the debt are one notch below the 'CCC+' corporate credit rating. The two-notch decline in the issue rating reflects both the lowered corporate credit rating and also the reduced expected recovery in the event of default. The rating outlook is negative. Palm's recent performance reflects the difficulties in sustaining its market presence in a very challenging environment. The company faces significant headwinds to bring a fully competitive, refreshed product line to the market and reestablish itself as a leading vendor of enterprise smartphones against an expanding list of competitive alternatives. Failure to generate positive EBITDA and materially reduce cash burn could result in lower ratings during 2009. Given these challenges, prospects for a positive outlook are seen as remote through 2009. PC HOTELS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: PC Hotels, LLC dba AmericInn Lodge & Suites of Moorhead 600 30th Avenue South Moorhead, MN 56560 Case No.: 08-61240 Petition Date: December 4, 2008 Court: US Bankruptcy Court District of Minnesota (Fergus Falls) Judge: Dennis D. O'Brien Debtors' Counsel: Joseph W. Dicker, Esq. Joseph W. Dicker PA 1406 West Lake Street, Suite 208 Minneapolis, MN 55408 Tel: 612-827-5941 Fax: 612-822-1873 Email: joe@joedickerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mnb08-61240.pdf The Debtor had previously filed a bankruptcy case, Case No. 06-60498, in December 2006. PCK HOLDINGS: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: PCK Holdings, LLC dba Mobile I Lube Express dba Kerner's Quick Lube 96 Portsmouth Avenue Exeter, NH 03833 Case No.: 08-13591 Debtor-affiliate filing separate Chapter 11 petition: Affiliate Case Number --------- ----------- PCK Holdings II, LLC 08-13592 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court District of New Hampshire Live Database (Manchester) Judge: J. Michael Deasy Debtor's Counsel: Jennifer Rood, Esq. Bernstein Shur 670 N. Commercial St., Ste 108 PO Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 Fax: (603) 623-7775 Email: jrood@bernsteinshur.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's 13 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nhb08-13591.pdf The Debtors disclose that their sole shareholders, Philip and Sandra Kalf, have filed for bankruptcy on October 1, 2008 in Rhode Island, Case Number 08-13217. PEERLESS SELF STORAGE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Peerless Self Storage LLC PO Box 242 Lookout Mountain, TN 37350 Case No.: 08-44122 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court Northern District of Georgia (Rome) Judge: Judge Mary Grace Diehl Debtor's Counsel: Anthony B Sandberg, Esq. The Sandberg Law Firm International Tower - Suite 705 229 Peachtree Street, NE Atlanta, GA 30303 Tel: (404) 827-9799 Fax: (404) 827-9670 Email: thesandberglawfirm@yahoo.com Total Assets: $2,150,000 Total Debts: $1,091,246 The Debtor filed its schedules of assets and liabilities together with its petition disclosing four creditors holding unsecured claims. A full-text copy of Schedule F is available for free at: http://bankrupt.com/misc/ganb08-44122.pdf PFF BANCORP: Files for Chapter 11 Bankruptcy in Delaware -------------------------------------------------------- PFF Bancorp Inc. together with four of its affiliates made a voluntary filing under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Kevin McCarthy, president and chief executive officer of the company, said in a disclosure with the Securities and Exchange Commission that the Chapter 11 filing is a result of: a) the appointment of the Federal Deposit Insurance Corporation as receiver of PFF Bank & Trust on Nov. 21, 2000 by the Office of Thrift Supervision; and b) the acquisition of all of the assets and most of the liabilities by U.S. Bank, National Association from FDIC. According to Mr. McCarthy, the filing will result in an event of default under the terms of: a) the letter agreement, as amended, relating to its secured term loan with a commercial bank and the entire principal and, upon this event of default, any accrued but unpaid principal thereunder will be declared immediately due and payable. b) the indentures governing the floating rate trust preferred securities issued by the company's unconsolidated special purpose trusts, PFF Bancorp Capital Trust I, PFF Bancorp Capital Trust II, and PFF Bancorp Capital Trust III. "Due to the publicity surrounding Bancorp's poor fiscal 2008 performance, PFF Bank experienced a run-off in deposits. From March until September 2008, outflows of customer deposits totaled $820 million," Bloomberg New quoted Mr. McCarthy as saying. The entire principal and any premium and any accrued but unpaid principal will be declared immediately due and payable, Mr. McCarthy noted. The company entered on Dec. 8, 2008, into an asset purchase agreement with , a California corporation The company agreed on Dec. 8, 2008, to sell to California Financial Partners, Inc. certain assets of its wholly-owned subsidiary Glencrest Investment Advisors, Inc., subject to Court approval, Mr. McCarthy related. Under the deal, the company will be 35% of the gross sales commissions earned from the purchased assets each month, for a period of 48 months from the closing date of the transaction, he continued. Each of the company and its affiliates' officers -- except Mr. McCarthy -- resigned effective Dec. 2, 2008. A full-text copy of the asset purchase agreement is available for free at http://ResearchArchives.com/t/s?35de PFF Bancorp Inc. -- https://www.pffbank.com -- operates a community bank provides an array of financial services. PFF BANCORP: Case Summary & 27 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: PFF Bancorp, Inc. 9337 Milliken Avenue Rancho Cucamonga, CA 91730 Bankruptcy Case No.: 08-13127 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Glencrest Investment Advisors, Inc. 08-13128 Diversified Builder Services, Inc. 08-13129 PFF Real Estate Services, Inc. 08-13130 Glencrest Insurance Services, Inc. 08-13131 Type of Business: The Debtors operate a community bank provides an array of financial services. See: https://www.pffbank.com Chapter 11 Petition Date: December 5, 2008 Court: District of Delaware (Delaware) Judge: Kevin J. Carey Debtors' Counsel: Paul Noble Heath, Esq. heath@rlf.com Richards, Layton & Finger PA One Rodney Square P. O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 Claims Agent: Kurtzman Carson Consultants LLC Total Assets: $7,779,964 Estimated Debts: $131,730,000 The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust junior subord. $87,000,000 Attn: Geoffrey J. Lewis, CCTS debentures Senior Financial Service Officer Rodney Square North 1100 N. Market Street Wilmington, DE 19890-1615 Tel: (302) 636-6438 M&I Bank bank loan $44,000,000 Attn: Greg Weyer 770 North Water Street Milwaukee, WI 53202 Tel: (414) 765-7947 Fax: (414) 765-7927 Gregory C. Talbott employment $2,085,432 46 Panorama agreement Cota De Caza, CA 92679 Tel: (949) 858-2214 Fax: (909) 941-5430 Robert L. Golish employment $878,841 501 N. Clementine Street agreement Anaheim, CA 92805 Tel: (714) 774-9840 Fax: (909) 941-5430 Lynda A. Scullin employment $864,905 633 Martin Way agreement Claremont, CA 91711 Tel: (909) 398-1043 Fax: (909) 941-5430 Friedman, Billing, Ramsey investment $563,473 1001 Nineteenth Street North banking Arlington, VA 22209 services Tel: (949) 724-4145 Fax: (949) 533-5203 Jim Milhiser employment $552,890 124, W. 6th agreement Ontario, CA 91762 Tel: (909) 981-3016 Fax: (909) 981-3015 Thomas Steffanci employment $502,893 11100 4th Street, K-208 agreement Rancho Cucamonga, CA 91730 Tel: (909) 240-3441 FBOP Corporation notes $486,848 Keesal Young & Logan legal services $469,741 Jill Casselman employment $447,756 agreement William G. Standlea employment $413,527 agreement Buchalter Nemer legal services $300,000 Cary Calkin employment $227,720 agreement Timothy Martin employment $192,106 agreement CitiBank swap $100,000 transaction Joele Frank, Wilkinson trade debt $50,000 Brimmer Katcher KPMG LLP trade debt $38,759 Kroll Ontrack trade debt $12,117 Broadridge trade debt $9,000 Sandler O'Neill investment unliquidated banking services Menachem Miamam litigation unliquidated Alan Khan litigation unliquidated Pauline Perez litigation unliquidated Bruce Bonanami litigation unliquidated Developers Surety & litigation unliquidated Indemnity Co. Harry Tancredi litigation unliquidated The petition was signed by president and chief executive officer Kevin McCarthy. PIAZZA SAN LORENZO: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: PIAZZA SAN LORENZO, LTD. 111 Soledad Street, Suite 700 San Antonio, TX 78205 Bankruptcy Case No.: 08-53629 Chapter 11 Petition Date: December 1, 2008 Court: Western District of Texas (San Antonio) Judge: Leif M. Clark Debtor's Counsel: James Samuel Wilkins, Esq. jwilkins@stic.net Willis & Wilkins, LLP 100 W. Houston St., Suite 1275 San Antonio, TX 78205 Tel: (210) 271-9212 Fax: (210) 271-9389 Estimated Assets: $10,000,000 to $50,000,000 Estimated Debts: $10,000,000 to $50,000,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Straus, David - $431,100 P.O.Box 839916 San Antonio, TX 78283 Spector Investments, LP - $150,000 P.O. Box 15273 San Antonio, TX 78212 Salazar, Max - $117,292 5119 Beckwith, Suite 105 San Antonio, TX 78249 Walter P. Moore - $78,740 MS2-MEP - $75,376 Citizen's State Bank - $59,000 Barlett Cocke, LP - $50,000 Their, Martha - $33,500 Bautista, Alejandro - $25,000 Cavazos, Albert CFA - $23,185 Vuelo Magazine - $17,525 Dublin & Associates - $13,237 Interga Realty Resources - $8,500 Haynes & Boone, LLP - $6,300 Linebarger Consulting - $5,600 Engineers Luxe Magazine - $5,480 Wenzel & Associates, CPA - $4,610 People's Choice Roofing - $4,132 Real Estate Group Magazine - $4,000 Michael A. Morrell - $3,625 The petition was signed by Laurence J. Raba, manager and managing member of Platino, LLC, the general partner of the company. PINE RIDGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pine Ridge Place, LLC 5700 Thousand Oaks Circle Houston, TX 77092 Bankruptcy Case No.: 08-37716 Chapter 11 Petition Date: December 1, 2008 Court: Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: H. Miles Cohn, Esq. mcohn@hou-law.com Sheiness Scott et al 1001 McKinney, Suite 1400 Houston, TX 77002 Tel: (713) 374-7020 Fax: (713) 374-7049 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb08-37716.pdf The petition was signed by Rodney D. Combest, secretary of the company. PLCP, L.P.: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: PLCP, L.P. 33371 170th Street Steamboat Rock, IA 50672-8096 Bankruptcy Case No.: 08-02680 Chapter 11 Petition Date: December 4, 2008 Court: Northern District of Iowa (Mason City) Debtor's Counsel: Bradley R. Kruse, Esq. brk@brownwinick.com 666 Grand Avenue, Suite 2000 Des Moines, IA 50309-2510 Tel: (515) 242-2460 Fax: (515) 323-8560 Estimated Assets: $10,000,000 to $50,000,000 Estimated Debts: $10,000,000 to $50,000,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Praire Land Coop trade debt $9,379,197 P.O. Box 309 Hubbard, IA 50122-0309 Center Point Energy Services utilities $1,277,159 P.O. Box 3032 Carol Stream, IL 60132-3032 Hardin County TIF agreement $834,166 Hardin County Courthouse Steamboat Rock, IA 50672 Midland Power Cooperative utilities $246,449 Univar USA, Inc. trade debt $239,467 Iowa Dept. of Econ. Devt. economic $140,000 Loan Servicing development plan Novozymes North America, Inc. trade debt $113,041 Hardin County Treasurer property taxes $83,344 Genecor International, Inc. trade debt $77,525 Noble Americas trade debt $61,096 Consumers Energy utilities $48,004 Nalco Company trade debt $38,307 K.A. Steel Chemicals, Inc. trade debt $37,275 Pacesetter Management Group professional fees $22,260 Edwards, Bruce professional fees $20,000 North American Bioproducts trade debt $19,722 Corp. Aqua Power, Inc. trade debt $17,946 Ferm Solutions trade debt $14,385 Ziegler, Inc. trade debt $12,856 Pinnacle Engineering trade debt $10,115 The petition was signed by Larry Meints, president of Pine Lake Corn Processors, LLC, general partner of PLCP, L.P. PRINCETON COMMUNITY: S&P Raises Rating on Revenue Bonds to 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on Princeton, West Virginia's series 1993 and 1999 revenue bonds to 'BB-' from 'B', issued for Princeton Community Hospital, West Virginia. The outlook is stable. The upgrade reflects PCH's improved balance sheet with growing liquidity as evidenced by days' cash on hand of 102 days' cash on hand as of June 30, 2008; improved operating results in part due to the closure of St. Luke's Hospital; and weak demographic factors, including a declining population and below-average income levels. Additional credit risks include the development risks related to the former St. Luke's Hospital property. PCH had two significant events in fiscal 2007: the closure of St. Luke's Hospital and the sale of two-thirds of the home health care agency. Due to ongoing operating losses and declining volumes, management and the board decided to close the hospital. Management's strategic decision to close St. Luke's Hospital should help bolster operating performance in the future as PCH was supporting persistent losses at St. Luke's. This decision will also decrease expenses related to duplicated services. Management has also worked to build cash reserves and pay down some debt, improving balance sheet metrics. R-GROUP INVESTMENTS: Case Summary & Largest Unsecured Creditor -------------------------------------------------------------- Debtor: R-Group Investments, Inc. 1515 W Haddon St., Suite 100 Chicago, IL 60622 Case No.: 08-33103 Petition Date: December 4, 2008 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Debtors' Counsel: Anne I. Shaw, Esq. Shaw & Associates 608 West Briar Place Chicago, IL 60657 Tel: 773 549-9500 Fax: 773 549-9503 Email: ashaw@shawattorneys.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor identified T-Mobile as its largest unsecured creditor with a claim for $1,157. RAM HOLDINGS: Moody's Downgrades Preference Share Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service has downgraded to Baa3, from A3, the insurance financial strength rating of RAM Reinsurance Company Ltd. In the same rating action, Moody's also downgraded the rating of the preference shares of RAM Holdings, Ltd. to B2, from Ba1; and the rating of Blue Water Trust I, a related contingent capital facility, to Ba3, from Baa3. The rating action concludes a review for possible downgrade that was initiated on August 7, 2008 and reflects Moody's views on RAM Re's overall credit profile, including the potential for increased losses among its mortgage-related exposures and significantly constrained new business prospects. The downgrade results from three primary factors. First is Moody's expectation of greater losses on mortgage related exposures, reflecting continued adverse delinquency trends. Although the company has reduced the size of its RMBS and ABS CDO portfolios given recent commutation transactions with MBIA and Syncora, loss expectations relating to RAM Re's direct RMBS portfolio are material relative to capital. Second is Moody's view of diminished business prospects as reflected by low underwriting volume. Third is the company's impaired financial flexibility. Post the MBIA commutation transaction, RAM Re's loss reserves for its direct RMBS exposure totaled $56 million, which is below Moody's expected loss estimate. RAM Re has less than $300 million in exposure to ABS CDOs, and Moody's currently does not project losses for this portion of the portfolio. RAM Re's insurance financial strength rating remains investment grade, reflecting the rating agency's view that RAM Re's aggregate capital resources (including statutory contingency reserves and contingent capital) provide a meaningful capital cushion above expected levels. Moody's also notes that RAM Re, as a Bermuda domiciled reinsurer, holds Regulatory 114 trusts in favor of the primary ceding companies, which to some extent reduces the risk of capital extraction from the operating company. Moody's stated that the developing outlook reflects both the potential for further deterioration in the insured portfolio as well as positive developments that could occur over the near to medium term, including greater visibility about mortgage performance andr successful remediation efforts on poorly performing mortgage transactions, as well as the potential for various initiatives being pursued at the Federal level to mitigate the rising trend of mortgage loan defaults. Moody's will continue to evaluate RAM Re's ratings in the context of the future performance of the insured portfolio relative to expectations and resulting capital adequacy levels. Moody's will also monitor other developments including the status of RAM Re's relationships with the primary ceding companies and the impact of triggers and covenants in reinsurance treaty arrangements, in addition to any strategic options pursued by management in response to weak demand conditions. The last rating action was on August 7, 2008, when the rating of RAM Reinsurance Limited was downgraded to A3 and placed on review for further possible downgrade. List of Rating Actions These ratings have been downgraded: -- RAM Reinsurance Company Ltd.: insurance financial strength to Baa3 from A3; -- RAM Holdings Ltd.: preference shares to B2 from Ba1; and -- Blue Water Trust I: contingent capital securities to Ba3 from Baa3. Overview of Ram Reinsurance Limited RAM Holdings, Ltd. is a Bermuda-based holding company. Its operating subsidiary RAM Reinsurance Company Ltd. provides financial guaranty reinsurance for U.S. and international public finance and structured finance transactions. READER'S DIGEST: Moody's Downgrades Sr. Sub. Note Rating to 'Caa2' ------------------------------------------------------------------ Moody's Investors Service downgraded The Reader's Digest Association's Corporate Family rating and Probability of Default rating to B3 from B2, the senior secured credit facility ratings to B2 from B1 and the senior subordinated note rating to Caa2 from Caa1. The downgrade reflects Moody's expectation that weak consumer spending will create incremental revenue pressure on top of the risk of long-term erosion in RDA's mature print-based publishing products. This will likely challenge the company's ability to fully convert cost saving initiatives into higher EBITDA and reduce leverage from what Moody's views is an unsustainably high level that provides limited to no equity cushion based on Moody's estimated enterprise valuation. LGD rates were adjusted based to reflect the current liability mix. The rating outlook is negative. Downgrades: Issuer: Reader's Digest Association, Inc. (The) -- Corporate Family Rating, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B2, LGD3 - 36% from B1, LGD3 - 34% -- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa2, LGD5 - 88% from Caa1, LGD5 - 85% The risk of a covenant violation would be higher and the ratings would likely be lower absent some of the near term flexibility RDA has in the calculation of EBITDA for the maximum debt-to-EBITDA covenant in its credit facility. In particular, RDA can include in covenant EBITDA up to $105 million of projected cost savings related to the March 2007 transactions and $75 million of projected cost savings related to other actions taken by March 2010 (or that relate to integration within 24 months of an acquisition) that are reasonably identifiable and factually supportable (based on RDA's good faith determination). In Moody's opinion, this ability continues to provide RDA a window to execute its plan to improve cash flow by realizing cost savings and moderating the cash outflows associated with restructuring actions. RDA has an approximate 18% EBITDA cushion under its 8.75x debt-to-EBITDA covenant as of 9/30/08 and the sale of Books Are Fun (pursuant to an agreement announced on 11/13/08) will be beneficial as the company can exclude BAF's operating losses from the covenant calculation upon completing the transaction. Proceeds from the sale of QSP were used to reduce revolver borrowings, but the company will have to make a mandatory term loan paydown unless the proceeds are reinvested within 12 months of the sale. Absent an infusion of new capital, this will require an increase in revolver usage by August 2009 to fund either acquisitions or the term loan repayment and could leave only modest unused revolver capacity to absorb the seasonal cash usage typical in the September 2009 quarter. The negative outlook reflects Moody's concern that RDA will face challenges to fully convert cost savings into the higher margins necessary to achieve and sustain positive free cash flow. Moody's last rating action on RDA was a change in the rating outlook to negative from stable on March 31, 2008. RDA's ratings were assigned by evaluating factors Moody's believe are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of RDA's core industry and RDA's ratings are believed to be comparable to those of other issuers of similar credit risk. RDA, headquartered in Pleasantville, New York, is a global publisher and direct marketer of products including books (40% of 2008 revenue), magazines (34%), recorded music collections and home videos (19%), and food and gifts (7%). A group of investors led by Ripplewood Holdings L.L.C. acquired RDA in March 2007 in a transaction valued at approximately $2.4 billion (including refinanced debt) and combined with Ripplewood portfolio companies WRC Media, Inc. and Direct Holdings U.S. Corp. Annual revenue approximates $2.5 billion pro forma for the sale of Books Are Fun, QSP and Taste of Home Entertaining. RECYCLED PAPER: Moody's Confirms 'Caa3' CFR; Outlook Negative ------------------------------------------------------------- Moody's Investors Service changed Recycled Paper Greetings' outlook to negative and confirmed its current ratings including its Caa3 Corporate Family and Caa3/LD Probability of Default ratings. In addition, Moody's intends to withdraw all of RPG's ratings given the lack of financial or operational information provided by the company since the company's payment default on its second lien debt in June 2008. Moody's outlook is negative given the uncertainty regarding ultimate recovery values for the company's outstanding debt. Recovery is dependent on which of several potential outcomes occur, including: a transaction with an acquirer, an equity injection from the sponsor, Monitor Clipper, a balance sheet restructuring or liquidation. Should a successful transaction be consummated, recovery values could increase from those reflected in the company's existing ratings, however, in Moody's view, without an acquirer, recovery values are expected to be relatively low. This concludes the review direction uncertain initiated May 7, 2008. Ratings confirmed: -- Caa3 Corporate family rating; -- Caa3/LD Probability-of-default rating; -- $20 million first lien senior secured revolving credit facility due 2010, to Caa2 (LGD2, 29%); -- $109 million first lien senior secured term loan due 2011, to Caa2 (LGD2, 29%); and -- $80 million second lien senior secured term loan due 2012, to Ca (LGD5, 83%). The rating outlook is negative. Recycled Paper Greetings, Inc., based in Chicago, Illinois, designs, manufactures, and distributes greetings cards and social expression products throughout the U.S. and Canada. RPG is the third largest greeting card company in North America. Moody's latest rating action was to lower the CFR to Caa3, the PDR to Caa3/LD and leave the ratings under review direction uncertain. RED OAKS: Court Converts Case to Chapter 7; Trustee Appointed ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware converted River Oaks Holdings, Inc., and River Oaks Medical Center, L.P.'s Chapter 11 cases to cases underChapter 7 of the Bankruptcy Code. Jeoffrey L. Burtch, Esq., at Cooch and Taylor, was appointed as interim Chapter 7 trustee. Based in Houston, River Oaks Medical Center owns and operates a hospital. The company and River Oaks Holdings, Inc. filed separate Chapter 11 petitions on July 2, 2008, and June 23, 2008, respectively (Bankr. D. Del. Lead Case No. 08-11354). Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell, represents the Debtors as counsel. When River Oaks Medical Center filed for protection from its creditors, it listed assets of between $50,000,000 and $100,000,000, and debts of between $10,000,000 and $50,000,000. RICHARD AREA: Case Summary & Five Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Richard Leroy Area 5521 W. Hollilynn Drive Boise, ID 83709 Bankruptcy Case No.: 08-02711 Chapter 11 Petition Date: November 28, 2008 Court: District of Idaho (Boise) Judge: Jim D. Pappas Debtor's Counsel: D. Blair Clark, Esq. dbc@dbclarklaw.com 1513 Tyrell Lane, Suite 130 Boise, ID 83706 Tel: (208) 475-2050 Fax : (208) 475-2055 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/idb08-02711.pdf RIDER AUTO: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Rider Auto, Inc. 1703 W. College Avenue State College, PA 16801 Bankruptcy Case No.: 08-04493 Chapter 11 Petition Date: December 1, 2008 Court: Middle District of Pennsylvania (Harrisburg) Judge: John J. Thomas Debtor's Counsel: Robert E. Chernicoff, Esq. rec@cclawpc.com Cunningham and Chernicoff PC 2320 North Second Street Harrisburg, PA 17110 Tel: (717) 238-6570 Fax: (717) 238-4809 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Charles Rider, II, president of the company. ROADWAY LLC: S&P Cuts Corporate Credit Rating to 'CC' From 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC' from 'B'. At the same time, S&P lowered the corporate credit ratings on subsidiaries Yellow Freight System Inc. and Yellow Corp. to 'C' from 'CCC+' and lowered the ratings on selected subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'. All ratings have been placed on CreditWatch with negative implications. These actions follow the Overland Park, Kansas-based trucking company's announcement that it is commencing a tender offer to purchase its 5% and 3.375% contingent convertible senior notes due 2023 and its 8.5% senior notes due 2010 at substantial discounts for up to $100 million in cash. Under its criteria, S&P view a formal cash tender offer or exchange offer at a discount by a company under substantial financial pressure as a distressed debt exchange and tantamount to a default. S&P will lower its corporate credit rating on YRC to 'SD' (selective default) and lower its ratings on issues repurchased under the tender offer to 'D' (default) upon completion of the offer. S&P will then, shortly thereafter, assign a new corporate credit rating, representative of the default risk, post-financial-restructuring. "Our downgrade does not reflect a perceived increase in YRC's bankruptcy risk. Indeed, the tender offer, if successful, will reduce debt and generate a book gain that will decrease the risk of a bank covenant default, YRC's greatest near-term credit risk," said S&P's credit analyst Anita Ogbara. "Rather, our downgrade is based on the fact that YRC is under financial pressure to achieve that improvement by retiring debt for less than originally contracted terms." Similarly, investors' potential willingness to accept a substantial discount to contractual terms provides evidence that they have significant doubts about receiving full payment on obligations that are coming due (or are available to be put back to the company) less than two years in the future. YRC is using proceeds previously borrowed under its credit facility to fund the tender offer. The tender offer is scheduled to expire on Dec. 23, 2008. YRC expects to purchase at least $230 million principal amount of notes resulting in a total debt reduction of at least $130 million. The gain on extinguishment of debt will be included in the company's EBITDA calculation under the debt-to-EBITDA leverage ratio in the company's credit agreement. It is S&P's preliminary expectation that, in the event the tender offer succeeds and recently proposed wage concessions are approved by the Teamsters, S&P's new corporate credit rating on YRC will be no less than 'B' and possibly slightly higher following completion of the transaction. S&P recognizes that the new capital structure should substantially reduce YRC's debt maturities over the next few years, in addition to meaningfully lowering the company's outstanding debt. RONALD C. AKERS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Ronald C. Akers and Daphne B. Akers 27 Fairway Drive Southern Shores, NC 27949 Bankruptcy Case No.: 08-08657 Chapter 11 Petition Date: December 4, 2008 Court: Eastern District of North Carolina (Wilson) Debtor's Counsel: David J. Haidt, Esq. davidhaidt@embarqmail.com Ayers, Haidt & Trabucco, P.A. P.O. Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb08-08657.pdf The petition was signed by Ronald C. Akers, debtor and Daphne B. Akers, joint debtor. RUDY RENDEROS: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Rudy W. Renderos 27 Oliver Street, Apt. 3 Everett, MA 02149 Bankruptcy Case No.: 08-19080 Chapter 11 Petition Date: November 26, 2008 Court: District of Massachusetts (Boston) Judge: Joan N. Feeney Debtor's Counsel: Herbert Weinberg, Esq. hweinberg@jrhwlaw.com Patrick Martin, Esq. pmartin@jrhwlaw.com Rosenberg & Weinberg, 805 Turnpike St., Suite. 201 North Andover, MA 01845 Tel: (978) 683-2479 Fax: (978) 682-3041 Total Assets: $881,780 Total Debts: $1,328,917 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/massb08-19080.pdf RYERSON INC: Moody's Junks Ratings on Notes due 2014 & 2015 ----------------------------------------------------------- Moody's Investors Service lowered the debt ratings of Ryerson Inc. Ryerson's corporate family rating was downgraded to B3 from B1, and the ratings of its senior secured floating rate notes due 2014 and 12% notes due 2015 were lowered to Caa1 from B2. Ryerson's speculative grade liquidity rating was also lowered, to SGL-3 from SGL-2. The rating outlook is stable. The downgrades reflect the below-expectations performance of Ryerson over the last year, combined with Moody's expectation of reduced profitability in 2009 as a result of the significant decline in U.S. industrial and construction activity, which will negatively impact Ryerson's shipments and average selling prices. Platinum Equity acquired Ryerson in October 2007, at which time it had approximately $1.31 billion of debt. Since then, it has been unable to materially reduce debt due to working capital investment brought about by steeply rising metal prices in the first half of 2008, leaving debt at $1.24 billion at September 30, 2008. Moody's expects that the reversal of metal prices, and lower demand, will free up cash from liquidation of working capital and allow Ryerson to reduce debt to below $1 billion in early 2009. However, once demand and prices stabilize -- at considerably lower levels than in the first half of 2008 -- Moody's expects the company's cash flow will be close to breakeven, EBITDA will approximate interest, and debt to EBITDA will be in the 7x-9x range. These conditions are more suggestive of a low single-B rating. The downgrade of Ryerson's speculative grade liquidity rating, to SGL-3 from SGL-2, is consistent with Moody's expectation of breakeven cash flow in the medium-term, i.e., once metal markets stabilize. Fortunately for Ryerson, in the near-term Moody's expect it will have relatively strong cash flow and liquidity as a result of its countercyclical working capital pattern. Furthermore, its asset-based revolver should provide adequate liquidity over the next year. These ratings were affected by Moody's actions: -- Corporate family rating: lowered to B3 from B1 -- Senior secured floating rate notes due 2014: lowered to Caa1 (LGD4, 69%) from B2 -- Senior secured fixed rate notes due 2015: lowered to Caa1 (LGD4, 69%) from B2 -- Speculative grade liquidity rating: lowered to SGL-3 from SGL-2 Moody's previous rating action for Ryerson was on September 27, 2007, when the B1 CFR and B2 senior unsecured ratings were assigned to the company in anticipation of its acquisition by Platinum Equity. Ryerson's ratings have been assigned by evaluating factors that Moody's believe are relevant to the company's risk profile, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside Ryerson's core industry; Ryerson's ratings are believed to be comparable to those of other issuers with similar credit risk. Ryerson, headquartered in Chicago, is the second largest metals service center in North America, with over 100 locations in the U.S. and Canada, and joint ventures in India and China. For the 12 months ended September 30, 2007, it had net sales of $5.5 billion. SBARRO INC: S&P Junks Ratings on Revolving & Term Loans ------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Melville, New York-based Sbarro Inc. to 'CCC' from 'CCC+'. The outlook is negative. Concurrently, S&P lowered the ratings on the company's $25 million revolving facility and $183 million first-lien term loan to 'CCC' from 'B-'. S&P also revised the recovery ratings on these facilities to '4' from '2'. The '4' recovery rating indicates expectations of average (30%-50%) recovery of principal in the event of default. In addition, S&P lowered the ratings on the $150 million senior notes to 'CC' from 'CCC-' and kept the recovery rating of '6' on this debt issue unchanged. The '6' recovery rating indicates expectations of negligible (0%-10%) recovery of principal in the event of default. "The downgrade reflects," said S&P's credit analyst Mariola Borysiak, "our expectation that Sbarro will breach its leverage covenant under the senior secured credit facilities when it becomes more restrictive at the end of the fourth quarter ending Dec. 31, 2008." SEARS HOLDINGS: S&P Cuts Corp. Credit Rating to BB-; Outlook Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Hoffman Estates, Illinois-based Sears Holdings Corp. and related entities. Affected ratings include: Sears' corporate credit rating lowered to 'BB-' from 'BB' and its bank loan rating lowered to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is unchanged). The ratings on Sears Roebuck Acceptance Corp. and Sears DC Corp. (both senior unsecured) and Sears Canada Inc. (senior secured) lowered to 'BB-' from 'BB' (the '3' recovery rating on the debt of all three subsidiaries is unchanged); and the short-term and commercial paper ratings on Sears Roebuck Acceptance Corp. remain at 'B-2'. The outlook on Sears is negative. "The downgrade reflects a continued deterioration in Sears' operating performance in the third quarter," said S&P's credit analyst Ana Lai, "and our expectation that sales and earnings will remain under pressure in the important fourth quarter and into 2009 given the current difficult economic environment." Another factor is a revision in S&P's analysis of the company's overall business risk profile. SEARS ROEBUCK: S&P Downgrades Rating to Corp. Credit Rating 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Hoffman Estates, Illinois-based Sears Holdings Corp. and related entities. Affected ratings include: Sears' corporate credit rating lowered to 'BB-' from 'BB' and its bank loan rating lowered to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is unchanged). The ratings on Sears Roebuck Acceptance Corp. and Sears DC Corp. (both senior unsecured) and Sears Canada Inc. (senior secured) lowered to 'BB-' from 'BB' (the '3' recovery rating on the debt of all three subsidiaries is unchanged); and the short-term and commercial paper ratings on Sears Roebuck Acceptance Corp. remain at 'B-2'. The outlook on Sears is negative. "The downgrade reflects a continued deterioration in Sears' operating performance in the third quarter," said S&P's credit analyst Ana Lai, "and our expectation that sales and earnings will remain under pressure in the important fourth quarter and into 2009 given the current difficult economic environment." Another factor is a revision in S&P's analysis of the company's overall business risk profile. SEARS DC: S&P Downgrades Rating to 'BB-' From 'BB' -------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Hoffman Estates, Illinois-based Sears Holdings Corp. and related entities. Affected ratings include: Sears' corporate credit rating lowered to 'BB-' from 'BB' and its bank loan rating lowered to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is unchanged). The ratings on Sears Roebuck Acceptance Corp. and Sears DC Corp. (both senior unsecured) and Sears Canada Inc. (senior secured) lowered to 'BB-' from 'BB' (the '3' recovery rating on the debt of all three subsidiaries is unchanged); and the short-term and commercial paper ratings on Sears Roebuck Acceptance Corp. remain at 'B-2'. The outlook on Sears is negative. "The downgrade reflects a continued deterioration in Sears' operating performance in the third quarter," said S&P's credit analyst Ana Lai, "and our expectation that sales and earnings will remain under pressure in the important fourth quarter and into 2009 given the current difficult economic environment." Another factor is a revision in S&P's analysis of the company's overall business risk profile. SEARS CANADA: S&P Downgrades Rating to 'BB-' -------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Hoffman Estates, Illinois-based Sears Holdings Corp. and related entities. Affected ratings include: Sears' corporate credit rating lowered to 'BB-' from 'BB' and its bank loan rating lowered to 'BB+' from 'BBB-' (the '1' recovery rating on the loan is unchanged). The ratings on Sears Roebuck Acceptance Corp. and Sears DC Corp. (both senior unsecured) and Sears Canada Inc. (senior secured) lowered to 'BB-' from 'BB' (the '3' recovery rating on the debt of all three subsidiaries is unchanged); and the short-term and commercial paper ratings on Sears Roebuck Acceptance Corp. remain at 'B-2'. The outlook on Sears is negative. "The downgrade reflects a continued deterioration in Sears' operating performance in the third quarter," said S&P's credit analyst Ana Lai, "and our expectation that sales and earnings will remain under pressure in the important fourth quarter and into 2009 given the current difficult economic environment." Another factor is a revision in S&P's analysis of the company's overall business risk profile. SECURITY NATIONAL: S&P Junks Rating on Class B-1 Certificates ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on classes M-2 and B-1 from Security National Mortgage Loan Trust 2005-2. S&P downgraded class M-2 to 'BB' from 'A', and S&P downgraded class B-1 to 'CCC' from 'BBB'. Concurrently, S&P affirmed its ratings on four other classes from the same transaction. The downgrades reflect credit support erosion to the affected classes as monthly net losses significantly outpaced monthly excess interest. As a result, overcollateralization is currently 2.08% of the original pool balance, which is approximately 50% below its target of 4.17%. Over the past six months, losses averaged over $700,000 per month, while excess interest averaged less than $100,000 per month. As of the Oct. 25, 2008, distribution date, the transaction had cumulative realized losses totaling 4.04% of the original pool balance, while total delinquencies and severe delinquencies (90-plus days, foreclosures, and real estate owned) were roughly 44% and 30% of the current pool balance, respectively. The transaction is 36 months seasoned, and roughly 49% of the original pool balance remains. The affirmations reflect adequate credit support to maintain the ratings at their current levels. Subordination, overcollateralization, and excess interest provide credit support for this transaction. The collateral originally consisted primarily of conventional, first- and second-lien, adjustable- and fixed-rate, fully amortizing and balloon residential, multifamily, and commercial mortgage loans secured by deeds of trust, installment contracts, or other security instruments. Ratings Lowered Security National Mortgage Loan Trust 2005-2 Mortgage loan asset-backed certificates Rating ------ Class To From ----- -- ---- M-2 BB A B-1 CCC BBB Ratings Affirmed Security National Mortgage Loan Trust 2005-2 Mortgage loan asset-backed certificates Class Rating ----- ------ A-2, A-3, A-4 AAA M-1 AA SEMINOLE HARD: Moody's Affirms 'B1' Ratings; Outlook Negative ------------------------------------------------------------- Moody's Investors Service changed Seminole Hard Rock Entertainment Inc.'s rating outlook to negative from stable. At the same time, Moody's affirmed the company's B1 Corporate Family Rating, B1 Probability of Default Rating, and B1 senior secured debt ratings. The outlook change to negative considers the recent deterioration in traffic patterns at the company's restaurants, and its exposure to the slowdown in consumer spending on casual dining. The negative outlook also takes into consideration HRE's leverage (Moody's adjusted debt/EBITDA of 6.5 times for the LTM period ending September 30, 2008), which remains significant and is higher than originally anticipated due to slower than expected growth in EBITDA. As the slowdown in consumer spending is expected to continue into 2009, leverage could increase further if EBITDA were to deteriorate. HRE's ratings continue to reflect its modest scale and relatively undiversified business mix. Approximately 90% of revenues and 65% of EBITDA currently come from a single concept, its company-owned cafes. At the same time, the ratings consider HRE's favorable brand recognition and the potential growth from fees coming from casinos branded with the Hard Rock name. Also, although its debt is non-recourse to HRE's parent, the Seminole Tribe of Florida, some positive ratings consideration is given to the Seminole Tribe's financial strength (Baa3/Stable). Given the strategic nature of HRE to the Seminole Tribe's own operations, there is the possibility that the Seminole Tribe could provide some measure of financial support to HRE in a distressed situation. These ratings were affirmed: -- Corporate Family Rating at B1 -- Probability of Default Rating at B1 -- $25 million senior secured revolver at B1 (LGD 3, 48%) -- $525 million senior secured notes due 2014 at B1 (LGD 3, 48%) Moody's previous rating action for HRE occurred on February 13, 2007 when an initial B1 Corporate Family Rating as well as other ratings were assigned to the company. Seminole Hard Rock Entertainment, Inc., is an owner-operator and franchisor of Hard Rock cafes, hotels and casinos throughout the world. The company is a wholly-owned subsidiary of the Seminole Tribe of Florida and generates annual revenues of approximately $560 million. SHAWN BOULET: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtors: Shawn Boulet Semoy Boulet 37 Summer Place Portland, ME 04103 Case No.: 08-21417 Petition Date: December 1, 2008 Court: U.S. Bankruptcy Court Maine (Portland) Judge: James B. Haines Jr. Debtors' Counsel: James F. Molleur, Esq. Molleur Law Office 419 Alfred Street Biddeford, ME 04005 Tel: (207) 283-3777 Fax: (207) 283-4558 Email: jim@molleurlaw.com Total Assets: $1,259,800 Total Debts: $2,156,959 A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/meb08-21417.pdf SJ LAND: Taps Winthop Couchot as General Insolvency Counsel ----------------------------------------------------------- SJ Land, LLC, asks the U.S. Bankruptcy Court for the Central District of California for authority to employ Winthrop Couchot Professional Corporation as its general insolvency counsel. As the Debtor's general insolvency counsel, Winthrop Couchot will, among others, advise the Debtor concerning the requirements of the Bankruptcy Court, the Federals Rules of Bankruptcy Procedure and the Local Bankruptcy Rules, represent the Debtor in any proceedings or hearings in this Court and in any proceedings in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected, and take such other action and perform such other services as the Debtor may require in connection with its Chapter 11 case. The firm tells the Court that it received the amount of $50,000 from Mountain Resort Properties, an affiliate of the Debtor, as payment for the Debtor and an affiliate's then outstanding obligations and to fund a retainer for the firm's representation of the Debtor in its Chapter 11 case. As of the Petition Date, the firm was owed the amount of approximately $31,394 for services that the firm had rendered to the Debtor and its affiliate. After application of the $50,000 payment, the amount of approximately $18,606 was left to fund the Retainer. Robert E. Opera, Esq., a shareholder at Winthrop Couchot, assures the Court that the firm does not have any interest adverse to the Debtor or its estate, and that the firm is a "disintersted person" as that term is defined under Sec. 101(14) of th eBankruptcy Code. As compensation for their services, Winthrop Couchot's professionals bill: Hourly Rate ----------- Robert E. Opera, Esq. $595 Sean A. Okeefe, Esq. $575 Paul J. Couchot, Esq. $575 Richard H. Golubow, Esq. $425 Peter W. Lianides Esq. $425 Charles Liu, Esq. $395 Kavita Gupta, Esq. $325 Lindy Herman, Esq. $225 P.J. Marksbury, Legal Asst. $195 Legal Assistant Associates $95 Headquartered in San Jacinto, California, SJ Land, LLC, filed for Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case No. 08-24398). The company is the developer of an approximately 512-acre tract of real property located in San Jacinto, Riverside County, California. The company was forced to file for bankruptcy protection after efforts to restructure its obligations with John A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and Chad Spyksma, failed. The D ebtor acquired its interests in the property from the Spyksmas. When the Debtor filed for protection from its creditors, it listed assets and debts between $50 million and $100 million each. SJ LAND: Files Schedules of Assets and Liabilities -------------------------------------------------- SJ Land, LLC, filed with the U.S. Bankruptcy Court for the Central District of California, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ------------ A. Real Property B. Personal Property $82,824,999 C. Property Claimed as Exempt D. Creditors Holding $6,989,037 Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding $23,786,427 Unsecured Non-priority Claims ----------- ----------- TOTAL $82,824,999 $30,775,465 Headquartered in San Jacinto, California, SJ Land, LLC, filed for Chapter 11 relief on Oct. 20, 2008 (Bankr. C.D. Calif. Case No. 08-24398). The company is the developer of an approximately 512-acre tract of real property located in San Jacinto, Riverside County, California. The company was forced to file for bankruptcy protection after efforts to restructure its obligations with John A. Spyksma and Yanita J. Spyksma and Spyksma Properties, LP, and Chad Spyksma, failed. The Debtor acquired its interests in the property from the Spyksmas. SMART & FINAL: S&P Assigns 'B+' Issue Rating on Healthy Sales ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B+' issue rating and '1' recovery rating to Smart & Final Stores LLC's existing $150 million asset-based revolving credit facility, reflecting S&P's expectations for very high recovery in the event of a payment default. S&P affirmed all the other ratings on the Commerce, California-based company's debt, including the 'B-' corporate credit rating on its parent, Smart & Final Holdings Corp. The outlook is stable. "Despite the particularly weak housing market in California and overall softness in economy," said S&P's credit analyst Ana Lai, "the company's sales trends remain healthy, with growth in customer visits as consumers trade down to discounters." STATE STREET: Will Lay Off 6% of Workforce to Cut Costs ------------------------------------------------------- State Street Corporation will lay off about 6% of its global workforce. The reductions of approximately 1,600 to 1,800 positions will occur principally between now and the end of the first quarter of 2009. State Street said on Dec. 3, 2008, that the move is aimed at reducing its operating costs and supporting its long-term growth while aligning the organization to meet the challenges and opportunities presented by the current market environment. State Street expects its total costs for the plan to be approximately $325 million to $350 million, of which approximately $295 million to $315 million are expected to relate to severance and benefit costs. In connection with the reduction and other cost reduction initiatives, State Street expects to record total pre-tax charges of approximately $325 million to $350 million, or $0.51 to $0.55 per share after-tax. The layoffs will result in annual savings of as much as $400 million, Svea Herbst-Bayliss at Reuters reports, citing State Street. The layoffs will affect middle- and upper-managers will be targeted, the Boston Business Journal relates, citing State Street. Reuters states that State Street will reduce its staff by consolidating middle and senior management ranks. According to Boston Business, 50% of State Street's 29,000 global workforce is in Massachusetts. State Street Chairperson and CEO Ronald E. Logue said in a statement, "It is important for State Street to continue to deliver consistent earnings growth, particularly during this difficult environment. Taking this action increases our ability to do so." Reuters relates that State Street has allotted about $450 million before taxes this quarter if it decides to assist some funds managed at its State Stet Global Advisors unit. Reuters reports that State Street's Investors have been concerned about unrealized losses that the company has in its off-balance sheet commercial paper, or conduit program. About State Street Corp. Headquartered in Boston, Massachusetts, State Street Corporation (NYSE: STT) -- http://www.statestreet.com/-- provides financial services to institutional investors including investment servicing, investment management and investment research and trading. With $14.900 trillion in assets under custody and $1.955 trillion in assets under management at March 31, 2008, State Street operates in 26 countries and more than 100 geographic markets and employs 27,875 worldwide. * * * As reported in the Troubled Company Reporter on Jan. 7, 2008, Fitch Ratings revised the Rating Outlook on State Street Corporation to negative from stable and has downgraded the bank's individual rating to 'B' from 'A/B.' STATE STREET: Workforce Reduction Has No Impact on Fitch Ratings ---------------------------------------------------------------- State Street Corporation said it will reduce its global workforce by 1,600 to 1,800 positions to align its expense base with expected future revenues in a challenging economic environment. Management estimates the charge to be $325 million to $350 million against 4Q08 earnings, and it will consist of severance, benefits and other costs. The reduction in force will generate between $375 million and $400 million of annual cost saves. While State Street and its affiliates remain challenged by a difficult economic environment, the current charge does not impact the company's ratings. The Rating Outlook remains Negative, reflecting various business pressures facing the company. State Street's core businesses continue to perform well. Management expects 2008 operating results (excluding one time charges such as the workforce related charge referenced above) to achieve targets for operating earnings and revenue growth, and for operating return on equity. The primary source of ratings pressure continues to be market value depreciation in State Street's investment portfolio as well as in asset-backed commercial paper conduits administered by the company. Portfolio depreciation could result in significant charges against earnings if State Street's management determines that impairment levels are other than temporary in its large investment portfolio. Asset depreciation in the ABCP conduits could result in earnings charges if State Street is required to consolidate these conduits onto its own balance sheet at some future point. Management has raised capital to deal with both possibilities. State Street raised approximately $2.8 billion in common equity in June 2008, and also issued $2 billion of preferred stock to the U.S. Treasury under the Capital Purchase Program. Fitch believes the amount of capital raised is sufficient to leave State Street well capitalized with an appropriate cushion at the levels of impairment and consolidation charges likely given current depreciation levels. The Negative Rating Outlook reflects in part the potential that market depreciation could potentially widen further, making it necessary for State Street to raise additional capital in a challenging capital market environment. The Negative Outlook also reflects various business pressures facing State Street. State Street established a reserve in 4Q07 to address possible client litigation and client disputes regarding severe underperformance in an actively managed fixed income and stable value funds. Management has also indicated that it will incur another significant charge in 4Q08 to support its stable value fund. These charges are considered manageable in the context of current ratings. However, the Negative Outlook considers the potential for further such events in the current turbulent current market environment. STAYTON SW: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Stayton SW Assisted Living, L.L.C. dba Lakeside Assisted Living Community c/o J. Wallace Gutzler P.O. Box 3006 Salem, OR 97302-0006 Bankruptcy Case No.: 08-36637 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Nashville Senior Living, LLC 08-07254 Anderson Senior Living Property, LLC 08-07255 Charlotte Oakdale Property, LLC 08-07256 Greensboro Oakdale Property, LLC 08-07257 Mt. Pleasant Oakdale I Property, LLC 08-07258 Mt. Pleasant Oakdale II Property, LLC 08-07259 Pinehurst Oakdale Property, LLC 08-07260 Winston-Salem Oakdale Property, LLC 08-07261 Century Fields Retirement and Assisted Living 08-07338 Community, LLC Briarwood Retirement and Assisted Living 08-07339 Portland Senior Living, LLC 08-36630 Chapter 11 Petition Date: December 1, 2008 Court: District of Oregon Judge: Trish M. Brown Debtor's Counsel: Albert N. Kennedy, Esq. al.kennedy@tonkon.com Leon Simson leon.simson@tonkon.com Timothy J. Conway tim.conway@tonkon.com 888 S.W. 5th Ave., #1600 Portland, OR 97204 Tel: (503) 802-2013 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/orb08-36637.pdf The petition was signed by Jon M. Harder, manager of the company. TECHSUN BUILDERS: Case Summary & Two Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Techsun Builders, LLC 1102 Taft Houston, TX 77019 Bankruptcy Case No.: 08-37732 Chapter 11 Petition Date: December 1, 2008 Court: Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Peter Johnson, Esq. pjlawecf@pjlaw.com Law Offices of Peter Johnson Suite 2820, Eleven Greenway Plaza Houston, TX 77046 Tel: (713) 961-1200 Fax: (713) 961-0941 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb08-37732.pdf The petition was signed by Rahim Dayani, manager of the company. TITLE INSURANCE: S&P Withdraws 'BB-' Ratings After Merger --------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its counterparty credit and financial strength ratings on Lawyers Title Insurance Corp. and Commonwealth Land Title Insurance Co. to 'R' from 'BB-'. S&P also said that it withdrew its 'BB-' ratings on Land Title Insurance Co., Title Insurance Co. of America, Transnation Title Insurance Co., and Transnation Title Insurance Co. of New York. These entities were merged into other, larger title insurance subsidiaries. (S&P never assigned a rating to United Capital Title Insurance Co., a key member of LandAmerica.) S&P revised the ratings on Lawyers and Commonwealth to 'R' following the Nebraska Department of Insurance's filing of orders of rehabilitation for these companies. Lawyers and Commonwealth are title insurance subsidiaries of LandAmerica Financial Group Inc., which filed for bankruptcy protection on Nov. 26, 2008. It is S&P's policy to revise the ratings on an insurer to 'R' anytime an insurer is placed under regulatory supervision. NEDOI's actions have no impact on S&P's 'BB-' ratings on LandAmerica New Jersey Title Insurance Co., which remain on CreditWatch developing. Despite the orders of rehabilitation, S&P's views Fidelity National Financial Inc.'s planned acquisition of LFG's title insurance operations (LandAmerica) -- including Lawyers and Commonwealth -- as a positive for LandAmerica. Applying FNF's historically effective strategy for managing mortgage cycles should improve LandAmerica's profitability. FNF believes combining the operations will lead to significant cost savings for the consolidated entity. FNF should also benefit from LandAmerica's strong presence in the commercial title insurance industry. "If the merger is completed, S&P would likely assign ratings to all of the LandAmerica operating companies, including Lawyers and Commonwealth," said S&P's credit analyst James Brender. "However, it is unlikely that S&P would align the ratings on these entities with those on FNF's title insurance subsidiaries unless the group provides additional explicit support to LandAmerica." S&P generally does not view recently acquired companies as core subsidiaries, but S&P could come to consider them core if they are fully integrated into the group's strategy and operations. S&P would likely downgrade LandAmerica's subsidiaries (except Lawyers and Commonwealth) if the merger is not completed. TRANSNATION TITLE: S&P Withdraws 'BB-' Ratings After Merger ----------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its counterparty credit and financial strength ratings on Lawyers Title Insurance Corp. and Commonwealth Land Title Insurance Co. to 'R' from 'BB-'. S&P also said that it withdrew its 'BB-' ratings on Land Title Insurance Co., Title Insurance Co. of America, Transnation Title Insurance Co., and Transnation Title Insurance Co. of New York. These entities were merged into other, larger title insurance subsidiaries. (S&P never assigned a rating to United Capital Title Insurance Co., a key member of LandAmerica.) S&P revised the ratings on Lawyers and Commonwealth to 'R' following the Nebraska Department of Insurance's filing of orders of rehabilitation for these companies. Lawyers and Commonwealth are title insurance subsidiaries of LandAmerica Financial Group Inc., which filed for bankruptcy protection on Nov. 26, 2008. It is S&P's policy to revise the ratings on an insurer to 'R' anytime an insurer is placed under regulatory supervision. NEDOI's actions have no impact on S&P's 'BB-' ratings on LandAmerica New Jersey Title Insurance Co., which remain on CreditWatch developing. Despite the orders of rehabilitation, S&P's views Fidelity National Financial Inc.'s planned acquisition of LFG's title insurance operations (LandAmerica) -- including Lawyers and Commonwealth -- as a positive for LandAmerica. Applying FNF's historically effective strategy for managing mortgage cycles should improve LandAmerica's profitability. FNF believes combining the operations will lead to significant cost savings for the consolidated entity. FNF should also benefit from LandAmerica's strong presence in the commercial title insurance industry. "If the merger is completed, S&P would likely assign ratings to all of the LandAmerica operating companies, including Lawyers and Commonwealth," said S&P's credit analyst James Brender. "However, it is unlikely that S&P would align the ratings on these entities with those on FNF's title insurance subsidiaries unless the group provides additional explicit support to LandAmerica." S&P generally does not view recently acquired companies as core subsidiaries, but S&P could come to consider them core if they are fully integrated into the group's strategy and operations. S&P would likely downgrade LandAmerica's subsidiaries (except Lawyers and Commonwealth) if the merger is not completed. TRIBUNE CO: Weighs Chapter 11, Taps Lazard & Sidley Austin ---------------------------------------------------------- Tribune Co. has hired Lazard Ltd. and Sidley Austin as its bankruptcy advisers, The New York Times reports, citing people familiar with the matter. The NY Times relates that Tribune hired Lazard several weeks ago to assess its options. Sidley Austin, says the report, has been Tribune's outside adviser and has a well-respected bankruptcy practice. According to The NY Times, Tribune has been shackled with debt related to the company's privatization in 2007, which has been made worse by the continuing decline in advertising for newspapers. The report says that Tribune is now considering filing for bankruptcy. Dennis K. Berman, Shira Ovide, and Matthew Karnitschnig at The Wall Street Journal state that Tribune real- estate mogul Sam Zell led a debt-backed deal to take the company private in December 2007. The NY Times relates that Tribune has laid off some employees at its papers -- The Chicago Tribune, The Los Angeles Times, and The Baltimore Sun -- and sold off Newsday to Cablevision's Dolan family earlier this year. According to the report, Tribune has sold off assets, including Chicago Cubs. WSJ reports that Tribune has stayed ahead of its $12 billion in loans with the help of asset sales. WSJ says that Tribune's cash flow may not be sufficient to cover almost $1 billion in interest payments this year, and Tribune owes a $512 million debt payment in June. Citing people familiar with the matter, WSJ reports that Tribune is continuing talks with its lenders to rework its debt load. Should a bankruptcy filing take place, the company will likely file in Chicago, Illinois or Wilmington, Delaware. The company's headquarters are in Chicago, with a landmark presence on the Magnificent Mile, and the company is incorporated in Delaware. Tribune Co. and its subsidiaries have assets of $7,604,195,000 and debts of $13,901,777,000 as of Sept. 28, 2008. Tribune Co.'s has $69,550,000 of 5.67% Medium-Term Series E Senior Secured Notes due and payable on Mon., Dec. 8. The Prospectus says that the company's failure to pay the principal on Monday constitutes an immediate event of default. In February and October 28, the company had refinanced $25 million and $168 million of its medium-term notes from its $263 million Delayed Draw Senior Tranche B Term Loan Facility. The company previously said in its Nov. 10 third quarter report on Form-10 that it intends to use from a "delayed draw facility" to refinance the remaining $70 million of its medium-term notes as they mature during 2008. As reported in the Troubled Company Reporter on Aug. 27, 2008, Fitch Ratings downgraded Tribune Company's Issuer Default Rating to 'CCC' from 'B-'; senior guaranteed revolving credit facility to 'CCC/RR4' from 'B/RR3'; senior guaranteed term loan to 'CCC/RR4' from 'B/RR3'; senior unsecured bridge loan to 'CC/RR6' from 'CCC/RR6'; senior unsecured notes to 'CC/RR6' from 'CCC/RR6'; and subordinated exchangeable debentures due 2029 to 'CC/RR6' from 'CCC-/RR6'. Fitch said that about $13.4 billion of debt is affected by this action and that the rating outlook is negative. TWEETER OPCO: Court to Convert Case to Chapter 7 Liquidation ------------------------------------------------------------ Tweeter Opco, LLC, and its debtor-affiliates asked the U.S. Bankruptcy Court for the District of Delaware to immediately convert their cases to Chapter 7 pursuant to Section 1112(a) of the Bankruptcy Code and direct the Office of the United States Trustee to appoint a Chapter 7 Trustee. Judge Walrath held a hearing on the Debtors' request on Dec. 3, 2008. A minute entry released by the Court notes that the order on the Motion to Convert is due under certification of counsel. No final order has been made available in the Court site as of presstime. Twice.com, however, relayed in a report dated December 3, 2008, that Tweeter Opco's Chapter 7 conversion request has been granted the federal court. The news source cites it is very possible for Tweeter Opco to re-open its stores to continue the liquidation process under Chapter 7. Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, relates before the Petition Date, the Opco Debtors were party to two Credit Agreements dated as of: (a) September 19, 2007, with Wells Fargo Retail Finance, LLC as administrative agent; and (b) August 28, 2007, with Schultze Agency Services, LLC, as agent. Obligations under those credit agreements were secured by a lien on substantially all of the Opco Debtors' assets. All of the DIP obligations have been paid in full and the Letters of Credit issued under the DIP Credit Agreement have been reduced to zero or fully collateralized pursuant to the terms of the DIP Credit Agreement. According to Mr. Heath, the Opco Debtors' consensual use of Well Fargo'222865s cash collateral terminated on December 1, 2008. "Without the use of the cash collateral, the Debtors are unable to continue to liquidate their estates under Chapter 11 of the Bankruptcy Code," Mr. Heath says. "Chapter 7 will permit the Debtors' remaining assets to be liquidated and potential causes of action to be pursued to monetized for the benefit of creditors." Moreover, the Opco Debtors have engaged in extensive negotiations with Schultze in an effort to obtain its consent to use cash collateral to continue to finance their liquidation efforts but Schultze refused. Accordingly, the Opco Debtors closed their remaining stores and terminated all their employees on December 1, 2008. The Debtors also ask the Court to direct Wells Fargo to create a reserve fund of $900,000 for payment of the accrued, but unpaid prepetition wages, commissions and payroll related taxes of the Opco Debtors' employees. The Opco Debtors also want Wells Fargo to create an additional reserve for contingent indemnification claims. Furthermore, the Opco Debtors ask the Court to order that the $1,150,000 Carve Out under the DIP Agreement be held in a Richards, Layton & Finger, P.A. escrow account pending approval of their professionals' fees and expenses. Consultants and Utility Providers Object SB Capital Group, LLC, Tiger Capital Group, LLC and Hudson Capital Partners, LLC, the Opco Debtors' liquidating consultants, demand that any order regarding the Conversion Motion should oblige the Opco Debtors to pay all fees and expenses owed to them through the date of termination of the sale. The Consultants argue that Schultze's refusal to consent to the payment of their fees and expenses from the proceeds of the sale is tantamount to fraud. "Schultze cannot just pick and choose the provisions of the Consulting Agreement, or the Court's prior orders that inure to its benefit while disregarding the rights of other parties-in-interest," the Consultants say. The Consultants seek payment with respect to the fees and expenses, aggregating $1,766,163. Meanwhile, Utility Providers Florida Power & Light Company, Baltimore Gas Electric, Delmarva Power & Light Co., and Central Maine Power oppose the Conversion Motion to the extent the Opco Debtors propose to pay certain administrative creditors in preference to other administrative creditors. About Tweeter Opco Tweeter Opco, LLC, was formed in July 2007 to acquire the business operations and assets of Tweeter Home Entertainment Group, Inc. The company filed for Chapter 11 protection on Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646). Chun I. Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A., assists the company in its restructuring effort. The company listed assets of $50 million to $100 million and debts of $50 million to $100 million. (Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). TWEETER OPCO: Engages Richards Layton as Bankruptcy Attys. ---------------------------------------------------------- Pursuant to Sections 327(a) and 330 of the Bankruptcy Code, Tweeter Opco, LLC, and its debtor-affiliates seek the U.S. Bankruptcy Court for the District of Delaware's authority to employ Richards, Layton & Finger, P.A., as their counsel, nunc pro tunc to the Petition Date. Craig M. Boucher, chief restructuring officer of Tweeter Opco, relates that the Opco Debtors want RL&F to: (a) advise them of their rights, powers and duties as debtors and debtors-in-possession in the continued operation of their business and management of their properties; (b) take all necessary action to protect and preserve the their estates, including the prosecution of actions, the defense of any actions commenced, and the negotiation of disputes in which they are involved, and the preparation of objections to claims; (c) prepare all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of their estates; (d) attend meetings and negotiations with representatives of creditors, equity holders or prospective investors or acquirers and other parties-in-interest; (e) appear before the Court, any appellate courts and the Office of the United States Trustee to protect the interests of the Opco Debtors; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services in connection with their Chapter 11 cases. According to Mr. Boucher, the Opco Debtors paid RL&F an evergreen retainer of $250,000, in connection with and in contemplation of the Opco Debtors' Chapter 11 filings. The Opco Debtors propose to pay RL&F based on the firm's standard hourly rates: Professional Hourly Rate ------------ ----------- Mark D. Collins $610 Paul N. Heath 475 Chun I. Jang 300 Cory D. Kandestin 245 Andrew C. Irgens 230 Barbara J. Witters 185 The Opco Debtors will also reimburse RL&F for all expenses incurred in connection with their cases including, among other things, telephone, mail, travel expenses, "working meals", and computerized research, among other things. Mark D. Collins, Esq., a director at Richards, Layton & Finger, P.A., assures the Court that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About Tweeter Opco Tweeter Opco, LLC, was formed in July 2007 to acquire the business operations and assets of Tweeter Home Entertainment Group, Inc. The company filed for Chapter 11 protection on Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646). Chun I. Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A., assists the company in its restructuring effort. The company listed assets of $50 million to $100 million and debts of $50 million to $100 million. (Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). TWEETER OPCO: Seeks to Auction Off Leases to Closing Stores ----------------------------------------------------------- Tweeter Opco, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to allow them to sell their leases affected by their closing stores. Tweeter Opco is currently conducting store closing sales in an effort to maximize the value of their estates. As a continuation of that strategy, the Opco Debtors intend to dispose of their leases to complete their liquidation and further enhance the value of their estates. A 3-page list of the leases for sale and their cure amounts is available for free at: http://bankrupt.com/misc/OpcoDebtorsLeases.pdf Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, says that after considering their options, Opco Debtors entered into a real estate consulting contract with Retail Consulting Services, Inc., pursuant to which RCS will market and dispose of the Debtors' unexpired nonresidential leases. Mr. Collins contends the sale of the Leases by auction will enable to Opco Debtors to obtain the highest and best offers, thus maximizing the value of their estates. Moreover, Mr. Collins notes, RCS has identified a number of potential purchasers comprised of retailers, brokers and other parties, and will send marketing materials to the Potential Purchasers. The Opco Debtors propose to conduct an Auction on December 19, 2008 at 10:00 a.m. To participate in the Auction, the Opco Debtors propose that all interested persons comply with the Bidding Procedures, including the requirement that all written bids be submitted no later than December 17, 2008. The Opco Debtors cautioned the Bidders that in the event of a failure to consummate a sale of a Lease because of a breach or failure on part of the successful bidder, the Opco Debtors will retain the successful bidder's deposit as liquidated damages, and the next best qualified bidder will be deemed the successful bidder. A full-text copy of the Bidding Procedures is available for free at: http://bankrupt.com/misc/OpcoDebtorBiddingProcedures.pdf In the event that a landlord is a successful bidder for a Lease under which it is the landlord, the Opco Debtors ask the Court's permission to enter into a lease termination agreement. Moreover, the Opco Debtors request that any personal property remaining at the premises be deemed abandoned without any liability to any party, as of the time the Opco Debtors vacate the location -- to the landlord if the Lease is rejected, or to the assignee, if the Lease is assumed or assigned. The Opco Debtors ask the Court to permit them to sell each of the Leases free and clear of any and all liens, claims and encumbrances. About Tweeter Opco Tweeter Opco, LLC, was formed in July 2007 to acquire the business operations and assets of Tweeter Home Entertainment Group, Inc. The company filed for Chapter 11 protection on Nov. 5, 2008 (Bankr. D. Delaware Case No. 08-12646). Chun I. Jang, Esq., and Cory D. Kandestin, Esq., at Richards, Layton & Finger, P.A., assists the company in its restructuring effort. The company listed assets of $50 million to $100 million and debts of $50 million to $100 million. (Tweeter Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). US AIRWAYS: Wellington Raises Stake to 12.90% --------------------------------------------- Wellington Management Company, LLP, in its capacity as investment adviser, disclosed with the U.S. Securities and Exchange Commission that it beneficially owned 14,723,175 shares of US Airways' common stock, representing 12.90% of shares outstanding. Wellington said it has shared voting power with respect to 6,424,325 shares and shared dispositive power with respect to 14,684,075 shares. The securities are owned of record by clients of Wellington Management. The clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities, Wellington noted. Wellington Management Company, LLP, previously disclosed that as of June 30, 2008, it beneficially owned 4,168,331, shares of US Airways Group, Inc.'s common stock representing 4.53% of the USAir Group shares outstanding. About US Airways Group Inc. Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) - http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc., Material Services company, Inc., and Airways Assurance Limited, LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' Chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 24, 2008, Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of US Airways Group Inc. to Caa1 from B3 and lowered the ratings of its outstanding corporate debt instruments and certain Enhanced Equipment Trust Certificates (EETC). Moody's lowered the Speculative Grade Liquidity Assessment to SGL-4 from SGL-3. The rating outlook is negative. US AIRWAYS: Gets DOT Slot Exemptions At Reagan Airport ------------------------------------------------------ The US Department of Transportation issued an order tentatively granting US Airways, Inc. two within-perimeter slot exemptions at Ronald Reagan Washington National Airport to provide a daily nonstop round trip to Akron-Canton, Ohio, utilizing 50-seat Bombardier CRJ-200 aircraft. The exemptions would be granted for a minimum two-year term subject to callback after 120 days' notice. Prior to the DOT's entry of its order, the Department also received applications from Midwest Airlines, Inc., to obtain two available within-perimeter slot exemptions at DCA thus allowing it to maintain its current level of service. The carrier would utilize 99-seat Boeing-717 or 76-seat aircraft, depending on seasonal fluctuations in demand and aircraft availability. However, the Akron-Airport strongly supported US Airways' application arguing that a round trip in the DCA-CAK market would be consistent with the Department policies, Congressional mandates, and would provide economic benefits to the northeastern Ohio region. In its responsive pleading, US Airways argued that its proposed service to Akron-Canton would: (i) provide the first ever nonstop air service to DCA for over 1.1 million people; (ii) provide competitive nonstop air service to DCA for 3.6 million people in Northeast Ohio and complete directly with Continental Airlines' monopoly route between DCA and Cleveland; (iii) bring nonstop air service air service to the small community with the largest population of all small-hub communities lacking nonstop service to any Washington area airport; and (iv) increase small community access to DCA, thereby achieving the intent of AIR-21 and Vision 100 -- Century of Aviation Reauthorization Act. Pursuant to the Order, US Airways may provide nonstop round trip between Ronald Reagan National Airport and Akron-Canton, Ohio beginning January 25, 2009. "This is a historic day for the Akron-Canton Airport and the region as we were in desperate need of an easier way to get to Washington, D.C.," said Rick McQueen, President & CEO. "We are so grateful to the U.S. Department of Transportation for once again bringing vital air service to our community by awarding these slots to US Airways. We are also grateful for the overwhelming support we received from our community. This announcement wouldn't have been possible without the help of our U.S. Congressional delegation, including U.S. state senators and four congresspersons, thirteen chambers of commerce, the state auditor, hundreds of petition signatures, more than thirty corporations, and seventeen community leaders amongst many others. This is an amazing day." "We're pleased to announce another non-stop option for business travelers to access Washington, D.C.," said Jason Reisinger, director, route planning for US Airways. "We would like to thank the congressional delegation and the local community, especially the Akron-Canton Airport, for their hard work and support in this effort." "Helping the businesses and residents of our community reach Washington D.C. is a rewarding way to end my career in Congress," said U.S. Representative Ralph Regula. "I am grateful to the U.S. Department of Transportation and US Airways for making this vital linkage a reality." "Washington, D.C. is an extremely important destination for the Northeastern Ohio region and the community deserves our gratitude for their support," said Congressman Tim Ryan. "I am thrilled that the Department of Transportation realizes the value this will have for both tourism and economic development." The slots were originally made available under the guidelines of AIR-21/vision 100, a comprehensive air transportation bill passed in 2000. About Akron-Canton Airport Akron-Canton Airport kicked off CAK 2018, its 10-year, $110- million Capital Improvement Plan in March of this year. The plan is the most ambitious in the airport's 62-year history and includes a 600 ft. runway extension allowing full-sized jets to reach the west coast, Caribbean and Mexico. Other projects include a Customs and Border Patrol Facility, extended upper level concourse and the construction of Port Green, an industrial park that could bring more than 1,000 high paying jobs to northeast Ohio. Photos of the airport are available at www.flickr.com/akroncantonairport; and Facebook members are warmly invited to join the Akron-Canton Airport group at www.Facebook.com by searching for Akron-Canton Airport. Additional information including flight reservations, driving instructions, and relaxation station is available at www.akroncantonairport.com, CAK's comprehensive web portal. About US Airways Group Inc. Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) - http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc., Material Services company, Inc., and Airways Assurance Limited, LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' Chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 24, 2008, Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of US Airways Group Inc. to Caa1 from B3 and lowered the ratings of its outstanding corporate debt instruments and certain Enhanced Equipment Trust Certificates (EETC). Moody's lowered the Speculative Grade Liquidity Assessment to SGL-4 from SGL-3. The rating outlook is negative. US AIRWAYS: Judge Refuses to Block America West Pilot Layoffs ------------------------------------------------------------- Judge Niel Wake concluded that he has no jurisdiction to block US Airways from laying off pilots from the Old America West Airlines. Judge Wake said he would not force the airline to keep the America West pilots on the payroll even if he had the legal authority. He said doing so would unfairly interfere with the business operations of the merged airline, the report said. However, Judge Wake held that if the company cannot shed itself of the pilots who were flying those flights -- or at least the least senior of those America West pilots -- it might be forced to continue paying them for doing no work. The report notes that, a federal arbitrator, after hearing arguments from unions representing both groups of pilots, subsequently imposed an integrated seniority schedule. According to EastValleyTribune.com, the airline itself has been doing layoffs, which, according to the lawsuit, have disproportionately hit the "West" pilots because the cutbacks in flights have been more from the old America West routes. About US Airways Group Inc. Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) - http://www.usairways.com/-- primary business activity is the ownership of the common stock of US Airways, Inc., Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc., Material Services company, Inc., and Airways Assurance Limited, LLC. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another chapter 11 petition on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in their restructuring efforts. In the company's second bankruptcy filing, it lists $8,805,972,000 in total assets and $8,702,437,000 in total debts. The Debtors' Chapter 11 plan for its second bankruptcy filing became effective on Sept. 27, 2005. The Debtors completed their merger with America West on the same date. (US Airways Bankruptcy News, Issue No. 168; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) * * * As reported in the Troubled Company Reporter on July 24, 2008, Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of US Airways Group Inc. to Caa1 from B3 and lowered the ratings of its outstanding corporate debt instruments and certain Enhanced Equipment Trust Certificates (EETC). Moody's lowered the Speculative Grade Liquidity Assessment to SGL-4 from SGL-3. The rating outlook is negative. VICORP RESTAURANTS: Plan Filing Period Extended to March 2, 2009 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended VICORP Restaurants, Inc. and VI Acq uisition Corp.'s exclusive periods to: a) file a plan through and including March 2, 2009; and b) solicit acceptances of said plan through and including April 30, 2009. The Debtors told the Court that they have focused on selling all or substantially all of their assets but has not yet had the opportunity to explore fully all potential avenues for a sale of all or substantially all of their assets to formulate a Chapter 11 plan. Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI Acquisition Corp. -- http://www.vicorpinc.com/-- operate family- dining restaurants under the Village Inn and Bakers Square brands. The Debtors also operate 3 pie production facilities that produce pies that are offered in the Debtors' restaurants and are sold to select third-party customers including supermarkets and other restaurant chains. The Debtors filed separate petitions for Chapter 11 relief on April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623). Kimberly Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A. Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E. Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the Debtors as counsel. The Debtors selected The Garden City Group, Inc. as their claims agent. Abhilash M. Raval, Esq., Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP, Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the Official Committee of Unsecured Creditors of the Debtors. When the Debtors filed for protection from their creditors, they listed estimated assets of $100 million to $500 million and debts of $100 million to $500 million. WAMU MORTGAGE: S&P Keeps CCC Ratings on 2 Classes of Sub. Certs. ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on 37 classes of pass-through certificates from WaMu Mortgage Pass- Through Certificates Trust's series 2006-AR12 and 2006-AR18, both residential mortgage-backed securities transactions backed by U.S. prime jumbo mortgage loan collateral. In addition, S&P affirmed its 'AAA' ratings on three classes of super-senior certificates from series 2006-AR18 and its 'CCC' ratings on two subordinate classes from series 2006-AR12 and one from series 2006-AR18. The downgrades reflect S&P's opinion that projected credit support for the affected classes is insufficient to maintain the previous ratings, given its current projected losses. As of the Nov. 25, 2008, distribution statement, delinquencies had increased significantly compared with the Oct. 27, 2008, report. Both series contain three loan groups: the mortgage loans provide for a fixed interest rate during an initial period of approximately five, seven, or 10 years for loan groups 1, 2, and 3, respectively. Both series have two structure groups: loan groups 1 and 2 combine to form structure group "L" (whose subordinate classes begin with "L"), and loan group 3 is its own structure group (whose subordinate classes begin with "3"). For series 2006-AR12, 60-day delinquencies for structure group "L" increased to $23.56 million from $13.24 million between the October and November remittance dates, and 90-plus-day delinquencies increased to $21.65 million from $16.29 million. For structure group 3, 90-plus-day delinquencies increased to $5.07 million from $2.39 million, and foreclosures increased to $2.63 million from $1.705 million. For series 2006-AR18, 30-day delinquencies for structure group "L" increased to $34.43 million from $18.50 million between the October and November remittance dates, and 90-plus-day delinquencies increased to $20.18 million from $12 million. For structure group 3, 60-day delinquencies increased to about $4.01 million from $2.31 million, and 90-plus-day delinquencies increased to $5.37 million from $3.06 million. As a result of the increased delinquencies for both series, S&P adjusted the lifetime projected losses figures upward to ensure that they adequately covered two times its estimated losses on the loans currently in the delinquency pipeline. S&P's new lifetime projected losses for these U.S. RMBS transactions, as a percentage of their original pool balances, are: Series Structure group Projected loss ------ --------------- -------------- 2006-AR12 L 2.95% 2006-AR12 3 2.22% 2006-AR18 L 2.63% 2006-AR18 3 1.76% The remaining projected lifetime losses and the current credit support for the non-super-senior classes, as a percentage of the current structure group balances, as well as the multiple of current credit support to the remaining projected lifetime losses for both structure groups, are: Structure Multiple Series group RPL CCS CCS/RPL ------ --------- --- --- -------- 2006-AR12 L 4.17% 6.685% 1.603 2006-AR12 3 2.73% 4.647% 1.703 2006-AR18 L 3.36% 5.654% 1.683 2006-AR18 3 2.03% 4.041% 1.989 For series 2006-AR18, because the non-super-senior classes for structure group 3 had a multiple very close to 2.0x, S&P downgraded these classes to 'BBB-'. S&P downgraded the remaining non-super-senior classes to 'BB' because their multiples were between 1.5x and 2.0x. S&P affirmed its 'AAA' ratings on the super-senior classes from structure group L because its multiple of current credit support to remaining projected losses was 3.642x, above its 3.5x multiple for 'AAA' ratings. Subordination provides credit support for these transactions. The underlying collateral for these deals consists of U.S. prime jumbo mortgage loans that provide for a fixed interest rate during an initial period of approximately five, seven, or 10 years for loan groups 1, 2, and 3, respectively. All of the mortgage loans are secured by residential properties or shares of cooperative apartments with original terms to maturity from the first scheduled payment due date of no more than 30 years. S&P will continue to monitor the RMBS transactions it rates and take rating actions, including CreditWatch placements, when appropriate. Ratings Lowered WaMu Mortgage Pass-Through Certificates Series 2006-AR12 Trust Series 2006-AR12 Rating ------ Class CUSIP To From ----- ----- -- ---- 1-A1 93363NAA3 A AAA 1-A2 93363NAB1 A AAA 1-A3 93363NAC9 A AAA 1-A4 93363NAD7 A AAA 1-A5 93363NAE5 BB BBB 1-X 93363NAP0 A AAA 2-A1 93363NAF2 A AAA 2-A2 93363NAG0 A AAA 2-A3 93363NAH8 A AAA 2-A4 93363NAJ4 BB BBB 2-X 93363NAQ8 A AAA 2-P 93363NAR6 BB BBB L-B-1 93363NAS4 CCC B L-B-3 93363NAU9 CC CCC L-B-4 93363NAY1 CC CCC 3-A1 93363NAK1 BB A 3-A2 93363NAL9 BB A 3-A3 93363NAM7 BB A 3-A4 93363NAN5 BB A 3-B-1 93363NAV7 B BB 3-B-2 93363NAW5 CCC B 3-B-4 93363NBB0 CC CCC WaMu Mortgage Pass-Through Certificates Series 2006-AR18 Trust Series 2006-AR18 Rating ------ Class CUSIP To From ----- ----- -- ---- 1-A1 933637AA8 A AAA 1-A2 933637AB6 BB AA 2-A1 933637AC4 A AAA 2-A2 933637AD2 A AAA 2-A3 933637AE0 A AAA 2-A4 933637AF7 BB AA L-B-1 933637AL4 CCC BB L-B-2 933637AM2 CCC B L-B4 933637AS9 CC CCC 3-A4 933637AK6 BBB- AAA 3-B-1 933637AP5 B A 3-B-2 933637AQ3 CCC BBB 3-B-3 933637AR1 CCC BB 3-B-4 933637AV2 CC BB 3-B-5 933637AW0 CC CCC Ratings Affirmed WaMu Mortgage Pass-Through Certificates Series 2006-AR12 Trust Series 2006-AR12 Class CUSIP Rating ----- ----- ------ L-B-2 93363NAT2 CCC 3-B-3 93363NAX3 CCC WaMu Mortgage Pass-Through Certificates Series 2006-AR18 Trust Series 2006-AR18 Class CUSIP Rating ----- ----- ------ L-B-3 933637AN0 CCC 3-A1 933637AG5 AAA 3-A2 933637AH3 AAA 3-A3 933637AJ9 AAA WAMU MORTGAGE: S&P Keeps 'CCC' Ratings on Three Classes of Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on class 1- A1 from WaMu Mortgage Pass-Through Certificates Series 2007-HY6 Trust. S&P also affirmed the ratings on four additional classes from structure 1. S&P lowered its rating on class 1-A1 to 'AA' from 'AAA' based on a combination of performance and the continued decrease in the balance of class 1-A2, which acts as a senior support bond for class 1-A1. S&P's updated analysis of this structure indicates that the classes currently rated 'CCC' are still projected to ultimately default. S&P therefore affirmed the 'CCC' ratings. S&P also affirmed its rating on class 1-A2 as a result of the amount of support available and its projected loss for the structure. The subordination of more-junior classes provides credit support for classes that are more senior in priority. Additionally, the collateral backing the structure consists predominantly of Alternative-A, first-lien, interest-only, 5/1 adjustable-rate mortgage loans secured by one- to four-family residential properties. S&P will monitor this transaction over time to incorporate updated losses and delinquency pipeline performance to determine whether the applicable credit enhancement is sufficient to support the current ratings. Rating Lowered WaMu Mortgage Pass-Through Certificates Series 2007-HY6 Trust Series 2007-HY6 Rating ------ Class CUSIP To From ----- ----- -- ---- 1-A1 92927XAA2 AA AAA Ratings Affirmed WaMu Mortgage Pass-Through Certificates Series 2007-HY6 Trust Series 2007-HY6 Class CUSIP Rating ----- ----- ------ 1-A2 92927XAB0 B 1-B-1 92927XAL8 CCC 1-B-2 92927XAM6 CCC 1-B-3 92927XAN4 CCC WELLSTONE: Case Summary & Three Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Wellstone at Craig Ranch III, LLC 2450 Atlanta Highway, Suite 904 Cumming, GA 30040 Bankruptcy Case No.: 08-43248 Chapter 11 Petition Date: December 1, 2008 Court: Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: John Y. Bonds, III, Esq. jbonds@shannongracey.com Shannon, Gracey, Ratliff & Miller 777 Main Street, Suite 1500, UPR Plaza Fort Worth, TX 76102-0999 Tel: (817) 336-9333 Fax: (817) 336-3735 Estimated Assets: $1,000,000 to $10,000,000 Estimated Debts: $1,000,000 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txeb08-43248.pdf The petition was signed by John B. Lowery, president of the company. WESTPOINT APPAREL: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Westpoint Apparel Group, Inc P.O. Box 390 Hormigueros, PR 00660 Bankruptcy Case No.: 08-08103 Type of Business: The Debtor sells suits and coats. Chapter 11 Petition Date: November 28, 2008 Court: District of Puerto Rico (Old San Juan) Debtor's Counsel: Santiago Mari Roca, Esq. smari_roca@yahoo.com Biaggi Busquet & Mari Rocalaw Office P.O. Box 1589 Mayaguez, PR 00681-1589 Tel: (787) 649-2965 Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The Debtor did not file a list of 20 largest unsecured creditors. WHITE BUFFALO: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: White Buffalo Trading Company P.O. Box 510 Gunnison, CO 81230 Bankruptcy Case No.: 08-29314 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Diamond K, Inc. 08-29315 Chapter 11 Petition Date: December 3, 2008 Court: District of Colorado (Denver) Judge: A. Bruce Campbell Debtor's Counsel: Michael J. Guyerson, Esq. mguyerson@comcast.net 1873 S. Bellaire St., Suite 1401 Denver, CO 80222 Tel: (303) 512-1123 Fax: (303) 942-3502 Total Assets: $3,800,000 Total Debts: $3,647,957 The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Kathleen Fitzgerald, president of the company. WILLIAM STANEK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: William C. Stanek Julia B. Stanek aka Julia A. Stanek aka Julie Bixby aka Julie Stanek 1321 Jones Street Omaha, NE 68102 Bankruptcy Case No.: 08-83067 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- KISMIF Properties, LLC 08-83068 Type of Business: Chapter 11 Petition Date: November 26, 2008 Court: District of Nebraska (Omaha Office) Debtor's Counsel: Robert F. Craig, Esq. robert@craiglaw.org Robert F. Craig, P.C. 1321 Jones Street Omaha, NE 68102 Tel: (402)408-6004 Fax: (402)408-6001 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/neb08-83067.pdf WOODSIDE GROUP: Court Appoints Paul Aronzon as Chapter 11 Examiner ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California approved the appointment of Paul Aronzon as Chapter 11 Examiner in Woodside Group, LLC and its affiliated debtors' bankruptcy cases. Paul S. Aronzon is a partner in the firm of Milbank, Tweed, Hadley & McCloy LLP, and co-head of its Financial Restructuring Group. On Nov. 3, 2008, the Court granted the AdHoc Group of Noteholders' motion to appoint an examiner in the Debtors' jointly administered cases but denied its motion for the appointment of a Chapter 11 trustee and its motion to terminate the Debtors' exclusive periods in which to file and confirm a plan. Pursuant to said order, the Chapter 11 Examiner will investigate: 1. Whether Woodside Group or its creditors have any cognizable claims against Woodside Group's senior managers or its shareholders, including but not limited to, any claim for breach of fiduciary duty, attributable to the conversion of Woodside Group, Inc. from a subchapter S corporation to a limited liability company on July 25, 2008, which triggered a write down of its remaining assets by approximately $500 million, including the question of whether the acceleration of loss triggered by the Woodside conversion on July 25, 2008, should be unwound before Dec. 31, 2008, to reinstate and preserve a basis of approximately $500 million in the assets of Woodside Group; and 2. Whether Woodside Group or its creditors have any cognizable claim against the shareholders with respect to the original distributions made to shareholders in 2006 and 2007 in order to pay the shareholders' "pass through" tax liabilities. The order also directed the Chapter 11 Examiner to file a statement of the investigation conducted, including any fact ascertained during the course and scope of his investigation pertaining to fraud, dishonesty, incompetence, misconduct, mismanagement, or irregularity in the management of the affairs of the Debtors, not later than Dec. 15, 2008. Headquartered in North Salt Lake, Utah, Woodside Group LLC http://www.woodside-homes.com/-- is the parent company of multiple subsidiaries and through approximately 185 of those subsidiaries is primarily engaged in homebuilding operations in eight states. The operations of the Woodside Group are financed through Woodside Group's affiliate Pleasant Hill Investments, LC. Woodside Group, Pleasant Hill Investments and each of the 185 subsidiaries are the Debtors. Woodside Group also has subsidiaries and affiliates that are not debtors. On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino, Inc. filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. On Aug. 20, 2008, an Ad Hoc Group of Noteholders commenced the filing of involuntary petitions against the Debtors (other than AMR 107 and Portofino). On Aug. 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group, commenced the filing of certain Joinders in the Involuntary Petition. On Sept. 16, 2008, the Debtors filed a "Consolidated Answer to Involuntary Petitions and Consent to Order for Relief" and the Court entered the "Order for Relief Under Chapter 11." The Debtors are jointly administered under Case No. 08-20682. The Bankruptcy Cases are currently pending before the Honorable Peter Carroll in the United States Bankruptcy Court for the Central District of California (Riverside). Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Debtors as counsel. Susy Li, Esq., and Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford, Connecticut, act as counsel to the Ad Hoc Group of Noteholders. Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan Chase Bank, N.A. as Administrative Agent to Participant Lenders. David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are the proposed counsel to the Official Committee of Unsecured Creditors. During 2007, the Woodside Entities generated revenues exceeding $1 billion on a consolidated basis. As of Dec. 31, 2007, the Woodside Entities had consolidated assets and liabilities of approximately $1.5 billion and $1.1 billion, respectively. As of the Sept. 16, 2008 petition date, the Debtors have approximately $70 million in cash. The Woodside Entities employ approximately 494 employees. In its schedules, Woodside Group, LLC listed total assets of $1,000,285,578 and total liabilities of $691,352,742. The schedules are unaudited. WOODSIDE GROUP: Panel May Not File Chapter 11 vs. Zion Borrowers ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has denied the request of the Official Committee of Unsecured Creditors appointed in Woodside Group, LLC and affiliated debtors' bankruptcy cases for authorization to initiate, on behalf of the Woodside Group LLC bankruptcy estate, Chapter 11 proceedings for Woodside Group, LLC's subsidiaries Victory Holdings, LLC, Atherton Construction, LLC, Walnut Creek Development, LLC, and Danville Land Investments, LLC (collectively, the "Zions Borrowers"). In its motion, the Committee related that the the Chapter 11 petitions must be immediately filed in order to preserve preference claims against Zions First National Bank that were undertaken by the Zions Borrowers. The Committee related that the Committee had already written to Woodside demanding that it direct the Zions Borrowers to file Chapter 11 petitions in order to preserve potential preference claims that may be asserted against Zions Bank, but Woodside refused. The Committee told the Court that on various dates in June and July, 2008, Pleasant Valley Invesments, LC, Woodside Amelia Lakes, LLC, Woodside Homes of Arizona, Inc., Woodside Homes of California, Inc. and Woodside Valencia, LLC (the "Restricted Subsidiaries") transferred certain properties held by them to the Zions Borrowers. The Debtor claimed that the transfer of the properties were per se fraudulent transfers because the Restricted Subsidiaries did not receive reasonably equivalent value for the transfer, and were insolvent due to the fact that the Restricted Subsidiaries were guarantors of the debt owed to JPMorgan Chase and the Restricted Subsidiaries had defaulted under the guaranties. The Committee told the Court that Zions Bank knew that the properties were being transferred from the Restricted Subsidiaries to the Zions Borrowers, and that the Restricted Subsidiaries were in default to JPMorgan Chase. Despite this, Zions Bank collateralized the transferred properties by recording deeds of trust against them beginning on or around Aug. 19, 2008. The Committee told the Court that the collateralization of the properties by Zions Bank likely constitutes a preference under Sec. 547 of the Bankruptcy Code. Headquartered in North Salt Lake, Utah, Woodside Group LLC http://www.woodside-homes.com/-- is the parent company of multiple subsidiaries and through approximately 185 of those subsidiaries is primarily engaged in homebuilding operations in eight states. The operations of the Woodside Group are financed through Woodside Group's affiliate Pleasant Hill Investments, LC. Woodside Group, Pleasant Hill Investments and each of the 185 subsidiaries are the Debtors. Woodside Group also has subsidiaries and affiliates that are not debtors. On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino, Inc. filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. On Aug. 20, 2008, an Ad Hoc Group of Noteholders commenced the filing of involuntary petitions against the Debtors (other than AMR 107 and Portofino). On Aug. 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group, commenced the filing of certain Joinders in the Involuntary Petition. On Sept. 16, 2008, the Debtors filed a "Consolidated Answer to Involuntary Petitions and Consent to Order for Relief" and the Court entered the "Order for Relief Under Chapter 11." The Debtors are jointly administered under Case No. 08-20682. The Bankruptcy Cases are currently pending before the Honorable Peter Carroll in the United States Bankruptcy Court for the Central District of California (Riverside). Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, represent the Debtors as counsel. Susy Li, Esq., and Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford, Connecticut, act as counsel to the Ad Hoc Group of Noteholders. Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan Chase Bank, N.A. as Administrative Agent to Participant Lenders. David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona, and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell & Wilmer LLP, in Costa Mesa, California, are the proposed counsel to the Official Committee of Unsecured Creditors. During 2007, the Woodside Entities generated revenues exceeding $1 billion on a consolidated basis. As of Dec. 31, 2007, the Woodside Entities had consolidated assets and liabilities of approximately $1.5 billion and $1.1 billion, respectively. As of the Sept. 16, 2008 petition date, the Debtors have approximately $70 million in cash. The Woodside Entities employ approximately 494 employees. In its schedules, Woodside Group, LLC listed total assets of $1,000,285,578 and total liabilities of $691,352,742. The schedules are unaudited. YELLOW CORP: S&P Cuts Corporate Credit Rating to 'C' From 'CCC+' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC' from 'B'. At the same time, S&P lowered the corporate credit ratings on subsidiaries Yellow Freight System Inc. and Yellow Corp. to 'C' from 'CCC+' and lowered the ratings on selected subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'. All ratings have been placed on CreditWatch with negative implications. These actions follow the Overland Park, Kansas-based trucking company's announcement that it is commencing a tender offer to purchase its 5% and 3.375% contingent convertible senior notes due 2023 and its 8.5% senior notes due 2010 at substantial discounts for up to $100 million in cash. Under its criteria, S&P view a formal cash tender offer or exchange offer at a discount by a company under substantial financial pressure as a distressed debt exchange and tantamount to a default. S&P will lower its corporate credit rating on YRC to 'SD' (selective default) and lower its ratings on issues repurchased under the tender offer to 'D' (default) upon completion of the offer. S&P will then, shortly thereafter, assign a new corporate credit rating, representative of the default risk, post-financial-restructuring. "Our downgrade does not reflect a perceived increase in YRC's bankruptcy risk. Indeed, the tender offer, if successful, will reduce debt and generate a book gain that will decrease the risk of a bank covenant default, YRC's greatest near-term credit risk," said S&P's credit analyst Anita Ogbara. "Rather, our downgrade is based on the fact that YRC is under financial pressure to achieve that improvement by retiring debt for less than originally contracted terms." Similarly, investors' potential willingness to accept a substantial discount to contractual terms provides evidence that they have significant doubts about receiving full payment on obligations that are coming due (or are available to be put back to the company) less than two years in the future. YRC is using proceeds previously borrowed under its credit facility to fund the tender offer. The tender offer is scheduled to expire on Dec. 23, 2008. YRC expects to purchase at least $230 million principal amount of notes resulting in a total debt reduction of at least $130 million. The gain on extinguishment of debt will be included in the company's EBITDA calculation under the debt-to-EBITDA leverage ratio in the company's credit agreement. It is S&P's preliminary expectation that, in the event the tender offer succeeds and recently proposed wage concessions are approved by the Teamsters, S&P's new corporate credit rating on YRC will be no less than 'B' and possibly slightly higher following completion of the transaction. S&P recognizes that the new capital structure should substantially reduce YRC's debt maturities over the next few years, in addition to meaningfully lowering the company's outstanding debt. YELLOW FREIGHT: S&P Cuts Corp. Credit Rating to 'C' From 'CCC+' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC' from 'B'. At the same time, S&P lowered the corporate credit ratings on subsidiaries Yellow Freight System Inc. and Yellow Corp. to 'C' from 'CCC+' and lowered the ratings on selected subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'. All ratings have been placed on CreditWatch with negative implications. These actions follow the Overland Park, Kansas-based trucking company's announcement that it is commencing a tender offer to purchase its 5% and 3.375% contingent convertible senior notes due 2023 and its 8.5% senior notes due 2010 at substantial discounts for up to $100 million in cash. Under its criteria, S&P view a formal cash tender offer or exchange offer at a discount by a company under substantial financial pressure as a distressed debt exchange and tantamount to a default. S&P will lower its corporate credit rating on YRC to 'SD' (selective default) and lower its ratings on issues repurchased under the tender offer to 'D' (default) upon completion of the offer. S&P will then, shortly thereafter, assign a new corporate credit rating, representative of the default risk, post-financial-restructuring. "Our downgrade does not reflect a perceived increase in YRC's bankruptcy risk. Indeed, the tender offer, if successful, will reduce debt and generate a book gain that will decrease the risk of a bank covenant default, YRC's greatest near-term credit risk," said S&P's credit analyst Anita Ogbara. "Rather, our downgrade is based on the fact that YRC is under financial pressure to achieve that improvement by retiring debt for less than originally contracted terms." Similarly, investors' potential willingness to accept a substantial discount to contractual terms provides evidence that they have significant doubts about receiving full payment on obligations that are coming due (or are available to be put back to the company) less than two years in the future. YRC is using proceeds previously borrowed under its credit facility to fund the tender offer. The tender offer is scheduled to expire on Dec. 23, 2008. YRC expects to purchase at least $230 million principal amount of notes resulting in a total debt reduction of at least $130 million. The gain on extinguishment of debt will be included in the company's EBITDA calculation under the debt-to-EBITDA leverage ratio in the company's credit agreement. It is S&P's preliminary expectation that, in the event the tender offer succeeds and recently proposed wage concessions are approved by the Teamsters, S&P's new corporate credit rating on YRC will be no less than 'B' and possibly slightly higher following completion of the transaction. S&P recognizes that the new capital structure should substantially reduce YRC's debt maturities over the next few years, in addition to meaningfully lowering the company's outstanding debt. YRC WORLDWIDE: S&P Junks Corporate Credit Rating; Watch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on YRC Worldwide Inc. and subsidiary Roadway LLC to 'CC' from 'B'. At the same time, S&P lowered the corporate credit ratings on subsidiaries Yellow Freight System Inc. and Yellow Corp. to 'C' from 'CCC+' and lowered the ratings on selected subsidiaries' senior unsecured debt issues to 'C' from 'CCC+'. All ratings have been placed on CreditWatch with negative implications. These actions follow the Overland Park, Kansas-based trucking company's announcement that it is commencing a tender offer to purchase its 5% and 3.375% contingent convertible senior notes due 2023 and its 8.5% senior notes due 2010 at substantial discounts for up to $100 million in cash. Under its criteria, S&P view a formal cash tender offer or exchange offer at a discount by a company under substantial financial pressure as a distressed debt exchange and tantamount to a default. S&P will lower its corporate credit rating on YRC to 'SD' (selective default) and lower its ratings on issues repurchased under the tender offer to 'D' (default) upon completion of the offer. S&P will then, shortly thereafter, assign a new corporate credit rating, representative of the default risk, post-financial-restructuring. "Our downgrade does not reflect a perceived increase in YRC's bankruptcy risk. Indeed, the tender offer, if successful, will reduce debt and generate a book gain that will decrease the risk of a bank covenant default, YRC's greatest near-term credit risk," said S&P's credit analyst Anita Ogbara. "Rather, our downgrade is based on the fact that YRC is under financial pressure to achieve that improvement by retiring debt for less than originally contracted terms." Similarly, investors' potential willingness to accept a substantial discount to contractual terms provides evidence that they have significant doubts about receiving full payment on obligations that are coming due (or are available to be put back to the company) less than two years in the future. YRC is using proceeds previously borrowed under its credit facility to fund the tender offer. The tender offer is scheduled to expire on Dec. 23, 2008. YRC expects to purchase at least $230 million principal amount of notes resulting in a total debt reduction of at least $130 million. The gain on extinguishment of debt will be included in the company's EBITDA calculation under the debt-to-EBITDA leverage ratio in the company's credit agreement. It is S&P's preliminary expectation that, in the event the tender offer succeeds and recently proposed wage concessions are approved by the Teamsters, S&P's new corporate credit rating on YRC will be no less than 'B' and possibly slightly higher following completion of the transaction. S&P recognizes that the new capital structure should substantially reduce YRC's debt maturities over the next few years, in addition to meaningfully lowering the company's outstanding debt. * Moody's Says Building Materials Industry Outlook Is Negative -------------------------------------------------------------- The outlook for the North American building materials industry is negative, reflecting challenging industry conditions and a recessionary economic environment in the US, says Moody's Investors Service. "The industry is facing many pressures, including weak demand, high costs and tight credit," says Moody's Senior Vice President Glenn Eckert. "The overall economic conditions are expected to worsen over the next 12 months, further pressuring the operating performance of building materials companies." The US residential homebuilding market in particular -- which is burdened by difficult economic conditions -- is likely to experience further deterioration for a prolonged period of time, negatively affecting building materials producers who take a direct hit from the slowdown in lost volumes, says Moody's. In all, ten consecutive quarters of deteriorating volume and worsening conditions in US end markets have weakened pricing, says Eckert. Volumes will continue to decline in 2009 as commercial construction begins to contract, following residential. The economic contraction in the US is causing building materials consumption to decline across all industry sub-sectors and geographic regions. As a result pricing power will likely weaken over then next year, particularly for ready mixed concrete. However, while industry fundamentals are more favorable in Canada and Mexico, contractions in those markets are also likely as local growth expectations continue to erode, says Mr. Eckert. According to the ratings agency, the building materials sector includes companies that are involved in the production of cement, concrete, and aggregates such as crushed stone, sand and gravel. * Moody's Says Outlook for Global Airline Industry Stays Negative ----------------------------------------------------------------- The outlook for the global airline industry remains negative, based on the view that a weaker demand environment and fuel prices that remain high relative to historic levels will pressure profitability, according to Moody's Investors Service. Airlines' access to liquidity from external sources will also remain challenged by uncertainty in the financial markets. "The challenging operating environment confronting the US airline industry offers little reason to believe conditions will improve in the near term," said Moody's VP/Senior Analyst George Godlin. Although economic conditions in Europe are weakening, some European airlines remain in a meaningfully stronger financial position than their US counterparts due to superior cost and operating structures. "The US airline industry is more sensitive to the current economic turbulence than other sectors, given the intense competition in the industry and weak demand for air travel," said Mr. Godlin. According to the ratings agency, some US airlines' ratings could come under further pressure if they are unable to control costs, particularly fuel and labor. Ratings of nearly all US airlines were downgraded and many outlooks were changed to negative from stable during the first half of 2008, reflecting the deterioration of liquidity due to weaker passenger demand and high fuel costs. Some airlines are better positioned to exploit the current conditions, noted Mr. Godlin. Those that have robust cash balances, modest near-term obligations, including debt maturities and capital spending as well as newer aircrafts that are more fuel-efficient and require less maintenance, may be able to preserve their cash balances more effectively. Plans to replace aging fleets could be challenged by constrained access to financing, said Moody's. In addition, weak credit markets are likely to reduce the ability of the airlines to fund their scheduled aircraft deliveries, continue meaningful fuel hedging programs and meet near-term debt maturities. * S&P Junks Rating on 93 Classes After FGIC Rating Downgrade ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its ratings on 113 classes of mortgage pass-through certificates from 50 U.S. residential mortgage-backed securities transactions, following the lowering of the financial strength rating on the bond insurer, Financial Guaranty Insurance Co., to CCC/Negative/-- from BB/ Watch Neg/--. At the same time, S&P placed 164 RMBS ratings on CreditWatch with negative implications, affirmed six ratings and removed them from CreditWatch negative, and affirmed 77 additional ratings. In total, S&P reviewed 360 FGIC-insured classes from the 142 U.S. RMBS transactions. The FGIC downgrade negatively affected 277 FGIC-insured classes from 119 deals. The lowered ratings on FGIC directly affect the ratings on the 113 downgraded classes because FGIC provides financial guarantees to all of them, and S&P now rate the insurer 'CCC'. S&P lowered its ratings on 93 of the 113 affected classes to 'CCC' and lowered the remaining 20 to 'B'. The ratings on the 93 classes lowered to 'CCC' remain linked to the rating on the monoline insurer because these classes do not have sufficient credit support to sustain higher ratings on their own. Seventeen of the 20 ratings lowered to 'B' remain on CreditWatch with negative implications pending further review. S&P removed the ratings on the remaining three classes from Morgan Stanley ABS Capital I Inc. Trust 2007-NC4 from CreditWatch negative and delinked them from the monoline rating. S&P placed an additional 164 ratings on CreditWatch negative and expect to resolve all of the CreditWatch placements after S&P complete its reviews of the underlying credit enhancement for these classes. S&P affirmed the ratings on six additional classes from CWHEQ Home Equity Loan Trust Series 2006-S5 and removed them from CreditWatch negative due to a recent review of the classes that indicated that the inherent credit support was sufficient to sustain the 'BB' ratings without the benefit of bond insurance. S&P also delinked the ratings from the monoline rating. The affirmations of the ratings on the remaining 77 FGIC-insured classes, which are all rated 'BB' or higher, reflect recent reviews that also indicated that the inherent credit support for those related classes was sufficient to support ratings higher than the current 'CCC' rating on the monoline. These ratings remain delinked from the rating on FGIC. The current ratings on the FGIC-insured U.S. RMBS classes reflect the higher of the assigned rating on FGIC and Standard & Poor's underlying ratings on the related classes. The CreditWatch assignments indicate that S&P's review of the related SPUR is pending. S&P's will continue to monitor its ratings on all U.S. RMBS classes insured by FGIC and will take appropriate rating actions as necessary. * Federal Reserve Urges Gov't to Mull Steps to Stop Foreclosures ---------------------------------------------------------------- Brian Blackstone at The Wall Street Journal reports that U.S. Federal Reserve Chairperson Ben Bernanke urged the government on Thursday to consider steps to prevent foreclosures. WSJ quoted Mr. Bernanke as saying, "Despite good-faith efforts by both the private and public sectors, the foreclosure rate remains too high, with adverse consequences for both those directly involved and for the broader economy." Mr. Bernanke suggested that the government could purchase risky mortgages and refinance them under more favorable terms to homeowners, WSJ relates. According to WSJ, Mr. Bernanke estimated that in 2008, lenders are on track to initiate 2.25 million foreclosure proceedings, twice more than the rate before the crisis. WSJ states that Mr. Bernanke estimated that as many as 15% to 20% mortgages may be "under water," or more is owed on the house than it is worth. WSJ reports that the Federal Reserve has lowered official interest rates sharply. According to the report, the target federal funds rate is at 1%, which officials would lower at least 0.5 percentage point between Dec. 15-16. Mr. Bernanke, according to WSJ, suggested that the government could increase participation in the Hope For Homeowners program, putting delinquent borrowers into new Federal Housing Administration-insured mortgages. Mr. Bernanke said that the U.S. Treasury could purchase Ginnie Mae securities that are tied to interest rates that borrowers pay to decrease the rate borrowers pay under the Hope For Homeowners program and "alternatively, Congress could decide to subsidize the rate," the report states. The government could also buy "delinquent or at-risk mortgages in bulk and then refinance them into the (Hope for Homeowners) or another FHA program," WSJ relates, citing Mr. Bernanke. * BOND PRICING: For the Week of Dec. 1 - Dec. 5, 2008 ----------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- ABITIBI-CONS FIN 7.88% 8/1/2009 75 AFFYMETRIX INC 0.75% 12/15/2033 99.25 AIRTRAN HOLDINGS 7% 7/1/2023 52.9 ALERIS INTL INC 10% 12/15/2016 18.5 AMBASSADORS INTL 3.75% 4/15/2027 29.5 AMD 5.75% 8/15/2012 38 AMER AXLE & MFG 5.25% 2/11/2014 24 AMER AXLE & MFG 7.88% 3/1/2017 20 AMER GENL FIN 3% 12/15/2008 98.58 AMER GENL FIN 3.1% 6/15/2009 16 AMER GENL FIN 3.1% 7/15/2009 50 AMER GENL FIN 3.3% 7/15/2009 81.84 AMER GENL FIN 3.3% 6/15/2010 50.78 AMER GENL FIN 3.35% 5/15/2009 70.35 AMER GENL FIN 3.4% 10/15/2009 54.27 AMER GENL FIN 3.75% 12/15/2008 92.25 AMER GENL FIN 3.85% 9/15/2009 50 AMER GENL FIN 3.88% 11/15/2009 38.96 AMER GENL FIN 4% 8/15/2009 47 AMER GENL FIN 4% 11/15/2009 50 AMER GENL FIN 4% 11/15/2009 64.93 AMER GENL FIN 4% 12/15/2009 56.49 AMER GENL FIN 4% 3/15/2011 38.79 AMER GENL FIN 4.05% 5/15/2010 55 AMER GENL FIN 4.15% 11/15/2010 10.51 AMER GENL FIN 4.2% 8/15/2009 70.12 AMER GENL FIN 4.2% 10/15/2009 34.13 AMER GENL FIN 4.2% 11/15/2009 35 AMER GENL FIN 4.25% 3/15/2013 29.66 AMER GENL FIN 4.3% 3/15/2009 79.5 AMER GENL FIN 4.3% 6/15/2010 43.3 AMER GENL FIN 4.3% 7/15/2010 45 AMER GENL FIN 4.3% 10/15/2011 40 AMER GENL FIN 4.35% 6/15/2009 70.09 AMER GENL FIN 4.4% 5/15/2009 74.06 AMER GENL FIN 4.4% 7/15/2009 38 AMER GENL FIN 4.4% 12/15/2010 45.25 AMER GENL FIN 4.5% 9/15/2009 59.5 AMER GENL FIN 4.5% 3/15/2010 32 AMER GENL FIN 4.5% 11/15/2010 40.91 AMER GENL FIN 4.5% 11/15/2011 25 AMER GENL FIN 4.55% 10/15/2009 47.5 AMER GENL FIN 4.6% 11/15/2009 45.23 AMER GENL FIN 4.63% 5/15/2009 84.65 AMER GENL FIN 4.63% 9/1/2010 48 AMER GENL FIN 4.63% 3/15/2012 7.1 AMER GENL FIN 4.7% 10/15/2010 39.85 AMER GENL FIN 4.75% 3/15/2009 50 AMER GENL FIN 4.75% 4/15/2010 47.5 AMER GENL FIN 4.75% 6/15/2010 52.7 AMER GENL FIN 4.75% 8/15/2010 30 AMER GENL FIN 4.88% 5/15/2010 55 AMER GENL FIN 4.88% 6/15/2010 37.63 AMER GENL FIN 4.9% 3/15/2012 29 AMER GENL FIN 5% 1/15/2010 33.34 AMER GENL FIN 5% 6/15/2010 42 AMER GENL FIN 5% 9/15/2010 33 AMER GENL FIN 5% 11/15/2010 40.25 AMER GENL FIN 5% 11/15/2010 35.31 AMER GENL FIN 5% 12/15/2010 29.5 AMER GENL FIN 5% 12/15/2010 21 AMER GENL FIN 5% 12/15/2010 30.25 AMER GENL FIN 5% 1/15/2011 37.32 AMER GENL FIN 5% 3/15/2011 40 AMER GENL FIN 5% 6/15/2011 37.32 AMER GENL FIN 5% 12/15/2011 29 AMER GENL FIN 5% 8/15/2012 30 AMER GENL FIN 5.1% 3/15/2011 51 AMER GENL FIN 5.1% 1/15/2012 34 AMER GENL FIN 5.15% 9/15/2009 35 AMER GENL FIN 5.2% 6/15/2010 60 AMER GENL FIN 5.2% 9/15/2010 44 AMER GENL FIN 5.2% 5/15/2011 36 AMER GENL FIN 5.2% 12/15/2011 41.25 AMER GENL FIN 5.2% 5/15/2012 25.13 AMER GENL FIN 5.25% 9/15/2012 15.25 AMER GENL FIN 5.25% 12/15/2012 25 AMER GENL FIN 5.25% 12/15/2012 20 AMER GENL FIN 5.35% 7/15/2010 36.5 AMER GENL FIN 5.35% 9/15/2011 15 AMER GENL FIN 5.38% 9/1/2009 74.18 AMER GENL FIN 5.38% 10/1/2012 37.6 AMER GENL FIN 5.45% 9/15/2009 66 AMER GENL FIN 5.5% 12/15/2010 49 AMER GENL FIN 5.5% 4/15/2011 34.13 AMER GENL FIN 5.5% 12/15/2012 24.9 AMER GENL FIN 5.5% 1/15/2013 29.25 AMER GENL FIN 5.5% 5/15/2014 11 AMER GENL FIN 5.6% 6/15/2011 40 AMER GENL FIN 5.63% 8/17/2011 41 AMER GENL FIN 5.7% 7/15/2014 20.5 AMER GENL FIN 5.75% 5/15/2013 23.89 AMER GENL FIN 5.8% 9/15/2013 25.63 AMER GENL FIN 5.85% 9/15/2012 25 AMER GENL FIN 5.85% 6/1/2013 32 AMER GENL FIN 6% 7/15/2011 34.01 AMER GENL FIN 6% 4/15/2013 29 AMER GENL FIN 6% 4/15/2013 32 AMER GENL FIN 6% 10/15/2014 20 AMER GENL FIN 6% 12/15/2014 21.91 AMER GENL FIN 6% 12/15/2014 20 AMER GENL FIN 6% 12/15/2014 25 AMER GENL FIN 6.25% 7/15/2011 24 AMER GENL FIN 6.75% 7/15/2011 36.03 AMER GENL FIN 6.75% 7/15/2013 21.5 AMER GENL FIN 8% 8/15/2010 51.75 AMER GENL FIN 8.1% 9/15/2011 20 AMER GENL FIN 8.13% 8/15/2009 74.5 AMER GENL FIN 8.15% 8/15/2011 30 AMER GENL FIN 8.45% 10/15/2009 78 AMER MEDIA OPER 8.88% 1/15/2011 52.5 AMER MEDIA OPER 10.25% 5/1/2009 41 AMES TRUE TEMPER 10% 7/15/2012 33.13 AMR CORP 10.4% 3/10/2011 29.5 ANTIGENICS 5.25% 2/1/2025 24 APPLETON PAPERS 9.75% 6/15/2014 32 ARVIN INDUSTRIES 7.13% 3/15/2009 88.78 ASSOC MATERIALS 9.75% 4/15/2012 39.9 ASSURED GUARANTY 6.4% 12/15/2066 15 ATHEROGENICS INC 1.5% 2/1/2012 8.25 ATHEROGENICS INC 4.5% 9/1/2008 7.88 ATHEROGENICS INC 4.5% 3/1/2011 8.25 AVIS BUDGET CAR 7.63% 5/15/2014 23.26 AVIS BUDGET CAR 7.75% 5/15/2016 24.88 BANK NEW ENGLAND 8.75% 4/1/1999 4.53 BANK NEW ENGLAND 9.88% 9/15/1999 4.53 BANKUNITED CAP 3.13% 3/1/2034 10 BEAZER HOMES USA 4.63% 6/15/2024 43 BON-TON DEPT STR 10.25% 3/15/2014 14.44 BORDEN INC 7.88% 2/15/2023 10 BORDEN INC 8.38% 4/15/2016 7 BORDEN INC 9.2% 3/15/2021 15 BOWATER INC 9.38% 12/15/2021 24.91 BRODER BROS CO 11.25% 10/15/2010 29.53 BURLINGTON COAT 11.13% 4/15/2014 24.06 CALLON PETROLEUM 9.75% 12/8/2010 32 CAPITALSOURCE 1.63% 3/15/2034 91.5 CARAUSTAR INDS 7.38% 6/1/2009 65 CCH I LLC 9.92% 4/1/2014 14 CCH I LLC 10% 5/15/2014 12 CCH I/CCH I CP 11% 10/1/2015 20.5 CCH I/CCH I CP 11% 10/1/2015 27 CCH II/CCH II CP 10.25% 9/15/2010 51.5 CCH II/CCH II CP 10.25% 9/15/2010 48 CELL GENESYS INC 3.13% 11/1/2011 39.75 CELL THERAPEUTIC 5.75% 12/15/2011 1 CHAMPION ENTERPR 2.75% 11/1/2037 9 CHARTER COMM HLD 10% 4/1/2009 88.84 CHARTER COMM HLD 10% 5/15/2011 54 CHARTER COMM HLD 11.13% 1/15/2011 51 CHARTER COMM INC 6.5% 10/1/2027 8.25 CHENIERE ENERGY 2.25% 8/1/2012 22 CIRCUS CIRCUS 7.63% 7/15/2013 26.9 CIT GROUP INC 3.38% 4/1/2009 97.22 CIT GROUP INC 5% 9/15/2009 78.25 CIT GROUP INC 5.25% 11/15/2011 39.01 CIT GROUP INC 6.25% 9/15/2009 79.8 CIT GROUP INC 6.75% 3/15/2011 43.5 CIT GROUP INC 7.75% 3/15/2013 38.2 CLAIRE'S STORES 9.25% 6/1/2015 18.5 CLAIRE'S STORES 10.5% 6/1/2017 13.5 CLEAR CHANNEL 4.4% 5/15/2011 25 CLEAR CHANNEL 4.5% 1/15/2010 66.75 CLEAR CHANNEL 4.9% 5/15/2015 14.23 CLEAR CHANNEL 5% 3/15/2012 20.25 CLEAR 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ENERGY XXI GULF 10% 6/15/2013 40 EOP OPERATING LP 4.1% 12/15/2008 95.95 EOP OPERATING LP 4.75% 3/15/2014 15.64 EOP OPERATING LP 4.8% 4/15/2009 88.3 EQUINIX INC 2.5% 2/15/2024 59 EQUISTAR CHEMICA 7.55% 2/15/2026 18.25 EVERGREEN SOLAR 4% 7/15/2013 30.72 FIBERTOWER CORP 9% 11/15/2012 30.25 FINLAY FINE JWLY 8.38% 6/1/2012 11 FIRST DATA CORP 3.9% 10/1/2009 52.1 FIRST DATA CORP 4.7% 8/1/2013 26 FIRST DATA CORP 4.95% 6/15/2015 19 FIRST DATA CORP 5.8% 12/15/2008 92.7 FLOTEK INDS 5.25% 2/15/2028 23.5 FORD HOLDINGS 9.3% 3/1/2030 22 FORD HOLDINGS 9.38% 3/1/2020 21.65 FORD MOTOR CO 7.7% 5/15/2097 21 FORD MOTOR CO 7.75% 6/15/2043 19.75 FORD MOTOR CO 8.9% 1/15/2032 20 FORD MOTOR CO 9.22% 9/15/2021 24.5 FORD MOTOR CO 9.5% 9/15/2011 37 FORD MOTOR CO 9.98% 2/15/2047 20 FORD MOTOR CRED 4.25% 1/20/2009 78 FORD MOTOR CRED 4.3% 3/20/2009 61 FORD MOTOR CRED 4.35% 2/20/2009 72.32 FORD MOTOR CRED 4.4% 1/20/2009 87.93 FORD MOTOR CRED 4.45% 4/20/2009 79.73 FORD MOTOR CRED 4.5% 2/20/2009 83.9 FORD MOTOR CRED 4.5% 3/20/2009 80.57 FORD MOTOR CRED 4.6% 12/22/2008 97.74 FORD MOTOR CRED 4.6% 1/20/2009 79.2 FORD MOTOR CRED 4.65% 4/20/2009 71.63 FORD MOTOR CRED 4.7% 4/20/2009 70.08 FORD MOTOR CRED 4.75% 12/22/2008 98.1 FORD MOTOR CRED 4.8% 7/20/2009 58 FORD MOTOR CRED 4.9% 5/20/2009 69.16 FORD MOTOR CRED 4.9% 9/21/2009 50 FORD MOTOR CRED 4.9% 10/20/2009 52.7 FORD MOTOR CRED 4.9% 10/20/2009 62.68 FORD MOTOR CRED 4.95% 10/20/2009 61.68 FORD MOTOR CRED 5% 8/20/2009 70.82 FORD MOTOR CRED 5% 8/20/2009 74.77 FORD MOTOR CRED 5% 9/21/2009 45 FORD MOTOR CRED 5% 9/21/2009 62.75 FORD MOTOR CRED 5% 9/21/2009 74 FORD MOTOR CRED 5% 10/20/2009 69.75 FORD MOTOR CRED 5% 1/20/2011 23.68 FORD MOTOR CRED 5.05% 9/21/2009 64.3 FORD MOTOR CRED 5.1% 12/22/2008 88.86 FORD MOTOR CRED 5.1% 12/22/2008 97.2 FORD MOTOR CRED 5.1% 7/20/2009 71.61 FORD MOTOR CRED 5.1% 8/20/2009 70.83 FORD MOTOR CRED 5.1% 11/20/2009 64.25 FORD MOTOR CRED 5.1% 2/22/2011 51.87 FORD MOTOR CRED 5.15% 11/20/2009 40.44 FORD MOTOR CRED 5.15% 11/20/2009 46.35 FORD MOTOR CRED 5.15% 11/20/2009 42.32 FORD MOTOR CRED 5.15% 1/20/2011 17 FORD MOTOR CRED 5.2% 7/20/2009 72.43 FORD MOTOR CRED 5.2% 3/21/2011 31.58 FORD MOTOR CRED 5.2% 3/21/2011 19.6 FORD MOTOR CRED 5.25% 6/22/2009 60 FORD MOTOR CRED 5.25% 12/21/2009 61.12 FORD MOTOR CRED 5.25% 12/21/2009 63.37 FORD MOTOR CRED 5.25% 1/20/2010 35.12 FORD MOTOR CRED 5.25% 2/22/2011 35.27 FORD MOTOR CRED 5.25% 3/21/2011 20.06 FORD MOTOR CRED 5.25% 3/21/2011 35.6 FORD MOTOR CRED 5.3% 3/21/2011 35.26 FORD MOTOR CRED 5.3% 4/20/2011 31.76 FORD MOTOR CRED 5.35% 5/20/2009 68.62 FORD MOTOR CRED 5.35% 6/22/2009 56.88 FORD MOTOR CRED 5.35% 12/21/2009 69.7 FORD MOTOR CRED 5.35% 2/22/2011 33.9 FORD MOTOR CRED 5.4% 6/22/2009 73.74 FORD MOTOR CRED 5.4% 12/21/2009 52.6 FORD MOTOR CRED 5.4% 9/20/2011 22.89 FORD MOTOR CRED 5.4% 10/20/2011 21 FORD MOTOR CRED 5.4% 10/20/2011 16.81 FORD MOTOR CRED 5.45% 4/20/2011 28.68 FORD MOTOR CRED 5.45% 10/20/2011 24.16 FORD MOTOR CRED 5.5% 6/22/2009 71.32 FORD MOTOR CRED 5.5% 6/22/2009 73.29 FORD MOTOR CRED 5.5% 1/20/2010 44.35 FORD MOTOR CRED 5.5% 2/22/2010 40.66 FORD MOTOR CRED 5.5% 2/22/2010 59.17 FORD MOTOR CRED 5.5% 2/22/2010 62.45 FORD MOTOR CRED 5.5% 4/20/2011 23.8 FORD MOTOR CRED 5.5% 9/20/2011 23.57 FORD MOTOR CRED 5.5% 10/20/2011 25.3 FORD MOTOR CRED 5.55% 6/21/2010 40.06 FORD MOTOR CRED 5.55% 8/22/2011 19.51 FORD MOTOR CRED 5.55% 9/20/2011 19.56 FORD MOTOR CRED 5.6% 12/20/2010 28.5 FORD MOTOR CRED 5.6% 4/20/2011 33 FORD MOTOR CRED 5.6% 8/22/2011 19 FORD MOTOR CRED 5.6% 9/20/2011 23.21 FORD MOTOR CRED 5.6% 11/21/2011 18.38 FORD MOTOR CRED 5.65% 12/20/2010 51 FORD MOTOR CRED 5.65% 5/20/2011 25 FORD MOTOR CRED 5.65% 7/20/2011 26.56 FORD MOTOR CRED 5.65% 11/21/2011 16.58 FORD MOTOR CRED 5.65% 11/21/2011 16.43 FORD MOTOR CRED 5.7% 1/15/2010 64.88 FORD MOTOR CRED 5.7% 3/22/2010 55 FORD MOTOR CRED 5.7% 5/20/2011 21.25 FORD MOTOR CRED 5.7% 12/20/2011 14.85 FORD MOTOR CRED 5.75% 1/20/2010 35.32 FORD MOTOR CRED 5.75% 3/22/2010 43.17 FORD MOTOR CRED 5.75% 6/21/2010 45 FORD MOTOR CRED 5.75% 10/20/2010 29.13 FORD MOTOR CRED 5.75% 8/22/2011 16.7 FORD MOTOR CRED 5.75% 12/20/2011 15.67 FORD MOTOR CRED 5.75% 2/21/2012 21.24 FORD MOTOR CRED 5.75% 1/21/2014 20.2 FORD MOTOR CRED 5.75% 2/20/2014 12 FORD MOTOR CRED 5.8% 1/12/2009 93 FORD MOTOR CRED 5.8% 8/22/2011 23.52 FORD MOTOR CRED 5.85% 5/20/2010 44 FORD MOTOR CRED 5.85% 6/21/2010 40.12 FORD MOTOR CRED 5.85% 7/20/2010 30.03 FORD MOTOR CRED 5.85% 1/20/2012 33 FORD MOTOR CRED 5.9% 7/20/2011 21.66 FORD MOTOR CRED 5.9% 2/21/2012 18.2 FORD MOTOR CRED 5.95% 5/20/2010 35.92 FORD MOTOR CRED 6% 2/22/2010 56.58 FORD MOTOR CRED 6% 6/21/2010 36.24 FORD MOTOR CRED 6% 10/20/2010 41 FORD MOTOR CRED 6% 10/20/2010 28.5 FORD MOTOR CRED 6% 12/20/2010 40 FORD MOTOR CRED 6% 1/20/2012 21.73 FORD MOTOR CRED 6% 1/21/2014 21.39 FORD MOTOR CRED 6% 3/20/2014 17.62 FORD MOTOR CRED 6% 3/20/2014 24 FORD MOTOR CRED 6% 3/20/2014 25.2 FORD MOTOR CRED 6% 3/20/2014 29 FORD MOTOR CRED 6% 11/20/2014 20.1 FORD MOTOR CRED 6% 11/20/2014 25 FORD MOTOR CRED 6.05% 7/20/2010 42 FORD MOTOR CRED 6.05% 9/20/2010 46 FORD MOTOR CRED 6.05% 6/20/2011 29 FORD MOTOR CRED 6.05% 2/20/2014 23.03 FORD MOTOR CRED 6.05% 4/21/2014 20.2 FORD MOTOR CRED 6.05% 12/22/2014 18 FORD MOTOR CRED 6.05% 2/20/2015 20 FORD MOTOR CRED 6.1% 6/20/2011 48.15 FORD MOTOR CRED 6.1% 2/20/2015 21.51 FORD MOTOR CRED 6.15% 7/20/2010 45.91 FORD MOTOR CRED 6.15% 9/20/2010 49 FORD MOTOR CRED 6.15% 5/20/2011 25.76 FORD MOTOR CRED 6.15% 12/22/2014 19 FORD MOTOR CRED 6.15% 1/20/2015 19 FORD MOTOR CRED 6.2% 5/20/2011 23 FORD MOTOR CRED 6.2% 6/20/2011 30.74 FORD MOTOR CRED 6.2% 4/21/2014 20 FORD MOTOR CRED 6.25% 6/20/2011 29.26 FORD MOTOR CRED 6.25% 6/20/2011 19.51 FORD MOTOR CRED 6.25% 12/20/2013 22.19 FORD MOTOR CRED 6.25% 12/20/2013 33 FORD MOTOR CRED 6.25% 4/21/2014 25 FORD MOTOR CRED 6.3% 3/22/2010 44.4 FORD MOTOR CRED 6.3% 5/20/2010 44 FORD MOTOR CRED 6.3% 5/20/2014 17.25 FORD MOTOR CRED 6.35% 9/20/2010 31.22 FORD MOTOR CRED 6.35% 9/20/2010 46 FORD 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43.06 FORD MOTOR CRED 7.25% 10/25/2011 48.02 FORD MOTOR CRED 7.25% 7/20/2017 19.07 FORD MOTOR CRED 7.38% 10/28/2009 68.5 FORD MOTOR CRED 7.38% 2/1/2011 53 FORD MOTOR CRED 7.4% 8/21/2017 22.14 FORD MOTOR CRED 7.5% 4/25/2011 35.88 FORD MOTOR CRED 7.88% 6/15/2010 56 FORD MOTOR CRED 8.63% 11/1/2010 57 FORD MOTOR CRED 9.75% 9/15/2010 57.5 FORD MOTOR CRED 9.88% 8/10/2011 52.5 FRANKLIN BANK 4% 5/1/2027 0.02 FREESCALE SEMICO 10.13% 12/15/2016 29.5 FREMONT GEN CORP 7.88% 3/17/2009 40 GENCORP INC 4% 1/16/2024 58 GENERAL MOTORS 6.75% 5/1/2028 15.25 GENERAL MOTORS 7.13% 7/15/2013 24 GENERAL MOTORS 7.2% 1/15/2011 24.5 GENERAL MOTORS 7.38% 5/23/2048 17.98 GENERAL MOTORS 7.4% 9/1/2025 14 GENERAL MOTORS 7.7% 4/15/2016 16.5 GENERAL MOTORS 8.1% 6/15/2024 14 GENERAL MOTORS 8.25% 7/15/2023 18.25 GENERAL MOTORS 8.38% 7/15/2033 17 GENERAL MOTORS 8.8% 3/1/2021 15.9 GENERAL MOTORS 9.4% 7/15/2021 24.25 GENERAL MOTORS 9.45% 11/1/2011 26.36 GENWORTH FINL 4.75% 6/15/2009 83.67 GENWORTH FINL 5.65% 6/15/2012 37.88 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8/15/2009 38.05 GMAC LLC 5.25% 11/15/2009 33.05 GMAC LLC 5.25% 11/15/2009 35.88 GMAC LLC 5.25% 1/15/2014 14.93 GMAC LLC 5.3% 1/15/2010 32.05 GMAC LLC 5.35% 6/15/2009 37.95 GMAC LLC 5.35% 11/15/2009 39.5 GMAC LLC 5.35% 12/15/2009 36.5 GMAC LLC 5.35% 12/15/2009 33.05 GMAC LLC 5.35% 1/15/2014 18.5 GMAC LLC 5.4% 5/15/2009 29 GMAC LLC 5.4% 6/15/2009 29 GMAC LLC 5.4% 12/15/2009 35 GMAC LLC 5.4% 12/15/2009 32 GMAC LLC 5.5% 6/15/2009 38.12 GMAC LLC 5.5% 1/15/2010 25.25 GMAC LLC 5.63% 5/15/2009 66.5 GMAC LLC 5.7% 6/15/2013 12 GMAC LLC 5.7% 10/15/2013 12.14 GMAC LLC 5.7% 12/15/2013 17.1 GMAC LLC 5.75% 1/15/2010 25.04 GMAC LLC 5.75% 1/15/2014 14 GMAC LLC 5.85% 2/15/2010 31.05 GMAC LLC 5.85% 5/15/2013 16.06 GMAC LLC 5.85% 6/15/2013 12.68 GMAC LLC 5.85% 6/15/2013 13 GMAC LLC 5.9% 12/15/2013 14.86 GMAC LLC 5.9% 12/15/2013 17.1 GMAC LLC 5.9% 1/15/2019 9.75 GMAC LLC 5.9% 1/15/2019 14.7 GMAC LLC 5.9% 2/15/2019 14.5 GMAC LLC 6% 3/15/2009 92.13 GMAC LLC 6% 4/15/2009 52.2 GMAC LLC 6% 1/15/2010 27.44 GMAC 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9/15/2019 17.5 GMAC LLC 6.15% 10/15/2019 9.5 GMAC LLC 6.2% 11/15/2013 13.95 GMAC LLC 6.2% 4/15/2019 11.32 GMAC LLC 6.25% 12/15/2008 92 GMAC LLC 6.25% 5/15/2009 87.76 GMAC LLC 6.25% 6/15/2009 85.66 GMAC LLC 6.25% 3/15/2013 15.1 GMAC LLC 6.25% 7/15/2013 20.87 GMAC LLC 6.25% 10/15/2013 14.05 GMAC LLC 6.25% 11/15/2013 11 GMAC LLC 6.25% 12/15/2018 13.16 GMAC LLC 6.25% 1/15/2019 13.91 GMAC LLC 6.25% 4/15/2019 13.88 GMAC LLC 6.25% 5/15/2019 13.94 GMAC LLC 6.25% 7/15/2019 11.32 GMAC LLC 6.3% 3/15/2013 12.6 GMAC LLC 6.3% 10/15/2013 11.68 GMAC LLC 6.3% 11/15/2013 17 GMAC LLC 6.3% 8/15/2019 15.85 GMAC LLC 6.3% 8/15/2019 13.18 GMAC LLC 6.35% 5/15/2013 15.5 GMAC LLC 6.35% 4/15/2019 14.44 GMAC LLC 6.35% 7/15/2019 13.2 GMAC LLC 6.35% 7/15/2019 10 GMAC LLC 6.38% 6/15/2010 47.95 GMAC LLC 6.38% 1/15/2014 25.67 GMAC LLC 6.4% 3/15/2013 16.5 GMAC LLC 6.4% 12/15/2018 12.13 GMAC LLC 6.4% 11/15/2019 15 GMAC LLC 6.4% 11/15/2019 15.38 GMAC LLC 6.45% 2/15/2013 15.5 GMAC LLC 6.5% 6/15/2009 40.63 GMAC LLC 6.5% 10/15/2009 43 GMAC LLC 6.5% 3/15/2010 25 GMAC LLC 6.5% 5/15/2012 19.5 GMAC LLC 6.5% 7/15/2012 19.6 GMAC LLC 6.5% 2/15/2013 12 GMAC LLC 6.5% 3/15/2013 16.6 GMAC LLC 6.5% 4/15/2013 17 GMAC LLC 6.5% 5/15/2013 11 GMAC LLC 6.5% 6/15/2013 25 GMAC LLC 6.5% 8/15/2013 13 GMAC LLC 6.5% 11/15/2013 12.98 GMAC LLC 6.5% 6/15/2018 12.89 GMAC LLC 6.5% 11/15/2018 13 GMAC LLC 6.5% 12/15/2018 12 GMAC LLC 6.5% 12/15/2018 16.2 GMAC LLC 6.5% 5/15/2019 16.5 GMAC LLC 6.5% 1/15/2020 14.5 GMAC LLC 6.55% 12/15/2019 19 GMAC LLC 6.55% 12/15/2019 22.8 GMAC LLC 6.6% 8/15/2016 14.5 GMAC LLC 6.6% 5/15/2018 12.7 GMAC LLC 6.6% 6/15/2019 9.89 GMAC LLC 6.6% 6/15/2019 10.87 GMAC LLC 6.63% 10/15/2011 18.5 GMAC LLC 6.65% 6/15/2018 16.5 GMAC LLC 6.65% 10/15/2018 21.02 GMAC LLC 6.65% 10/15/2018 12.63 GMAC LLC 6.7% 6/15/2009 36.52 GMAC LLC 6.7% 7/15/2009 35.13 GMAC LLC 6.7% 5/15/2014 16.4 GMAC LLC 6.7% 5/15/2014 18 GMAC LLC 6.7% 6/15/2014 16.1 GMAC LLC 6.7% 8/15/2016 12.63 GMAC LLC 6.7% 6/15/2018 12.2 GMAC LLC 6.7% 6/15/2018 12.09 GMAC LLC 6.7% 11/15/2018 12.5 GMAC LLC 6.7% 6/15/2019 12 GMAC LLC 6.7% 12/15/2019 16 GMAC LLC 6.75% 11/15/2009 38.22 GMAC LLC 6.75% 9/15/2011 12.15 GMAC LLC 6.75% 10/15/2011 19.63 GMAC LLC 6.75% 10/15/2011 20 GMAC LLC 6.75% 7/15/2012 17 GMAC LLC 6.75% 9/15/2012 12.57 GMAC LLC 6.75% 9/15/2012 15 GMAC LLC 6.75% 10/15/2012 16 GMAC LLC 6.75% 4/15/2013 22.1 GMAC LLC 6.75% 4/15/2013 10 GMAC LLC 6.75% 7/15/2016 11 GMAC LLC 6.75% 8/15/2016 11.27 GMAC LLC 6.75% 9/15/2016 15.88 GMAC LLC 6.75% 6/15/2017 14.5 GMAC LLC 6.75% 3/15/2018 14.5 GMAC LLC 6.75% 7/15/2018 11.95 GMAC LLC 6.75% 9/15/2018 11 GMAC LLC 6.75% 10/15/2018 13.51 GMAC LLC 6.75% 11/15/2018 11.75 GMAC LLC 6.75% 5/15/2019 10 GMAC LLC 6.75% 5/15/2019 12 GMAC LLC 6.75% 6/15/2019 10 GMAC LLC 6.75% 6/15/2019 13.45 GMAC LLC 6.8% 7/15/2009 39.08 GMAC LLC 6.8% 11/15/2009 65.91 GMAC LLC 6.8% 2/15/2013 14.63 GMAC LLC 6.8% 4/15/2013 17 GMAC LLC 6.8% 9/15/2018 11.47 GMAC LLC 6.8% 10/15/2018 11 GMAC LLC 6.85% 7/15/2009 65.94 GMAC LLC 6.85% 10/15/2009 39.12 GMAC LLC 6.85% 5/15/2018 15.8 GMAC LLC 6.88% 8/28/2012 38.82 GMAC LLC 6.88% 10/15/2012 21 GMAC LLC 6.88% 4/15/2013 14 GMAC LLC 6.88% 8/15/2016 10.22 GMAC LLC 6.88% 7/15/2018 14.5 GMAC LLC 6.9% 6/15/2009 36.88 GMAC LLC 6.9% 6/15/2017 12.54 GMAC LLC 6.9% 7/15/2018 16.45 GMAC LLC 6.9% 8/15/2018 11 GMAC LLC 6.95% 8/15/2009 35 GMAC LLC 6.95% 6/15/2017 12.04 GMAC LLC 7% 3/15/2009 89.82 GMAC LLC 7% 3/15/2009 92.5 GMAC LLC 7% 7/15/2009 40 GMAC LLC 7% 8/15/2009 29.41 GMAC LLC 7% 9/15/2009 39.24 GMAC LLC 7% 9/15/2009 31.75 GMAC LLC 7% 10/15/2009 40 GMAC LLC 7% 10/15/2009 32 GMAC LLC 7% 11/15/2009 39.79 GMAC LLC 7% 11/15/2009 58.34 GMAC LLC 7% 12/15/2009 32 GMAC LLC 7% 1/15/2010 50.53 GMAC LLC 7% 3/15/2010 19.19 GMAC LLC 7% 10/15/2011 13.5 GMAC LLC 7% 9/15/2012 17.1 GMAC LLC 7% 10/15/2012 16.5 GMAC LLC 7% 11/15/2012 14 GMAC LLC 7% 12/15/2012 17 GMAC LLC 7% 1/15/2013 15 GMAC LLC 7% 6/15/2017 9.13 GMAC LLC 7% 7/15/2017 11.43 GMAC LLC 7% 2/15/2018 13 GMAC LLC 7% 2/15/2018 10.61 GMAC LLC 7% 2/15/2018 13.48 GMAC LLC 7% 3/15/2018 11.39 GMAC LLC 7% 5/15/2018 15.83 GMAC LLC 7% 8/15/2018 11 GMAC LLC 7% 9/15/2018 13.35 GMAC LLC 7% 6/15/2022 12.5 GMAC LLC 7% 11/15/2023 11 GMAC LLC 7% 11/15/2024 12.87 GMAC LLC 7.05% 10/15/2009 57.5 GMAC LLC 7.05% 3/15/2018 15.2 GMAC LLC 7.05% 3/15/2018 14 GMAC LLC 7.05% 4/15/2018 10.85 GMAC LLC 7.1% 9/15/2012 12.6 GMAC LLC 7.1% 1/15/2013 15.1 GMAC LLC 7.1% 1/15/2013 13.13 GMAC LLC 7.13% 8/15/2009 37.95 GMAC LLC 7.13% 8/15/2012 15 GMAC LLC 7.13% 12/15/2012 13.7 GMAC LLC 7.13% 10/15/2017 17.43 GMAC LLC 7.15% 8/15/2009 41 GMAC LLC 7.15% 8/15/2010 53.72 GMAC LLC 7.15% 11/15/2012 36 GMAC LLC 7.15% 9/15/2018 14 GMAC LLC 7.2% 8/15/2009 27.93 GMAC LLC 7.2% 10/15/2017 9.88 GMAC LLC 7.2% 10/15/2017 12 GMAC LLC 7.25% 11/15/2009 31.88 GMAC LLC 7.25% 1/15/2010 47 GMAC LLC 7.25% 8/15/2012 12 GMAC LLC 7.25% 12/15/2012 13.14 GMAC LLC 7.25% 12/15/2012 14.5 GMAC LLC 7.25% 9/15/2017 14.5 GMAC LLC 7.25% 9/15/2017 12 GMAC LLC 7.25% 9/15/2017 13 GMAC LLC 7.25% 9/15/2017 13.75 GMAC LLC 7.25% 1/15/2018 14.06 GMAC LLC 7.25% 4/15/2018 10.95 GMAC LLC 7.25% 4/15/2018 12.27 GMAC LLC 7.25% 8/15/2018 10.89 GMAC LLC 7.25% 8/15/2018 12 GMAC LLC 7.25% 9/15/2018 13.1 GMAC LLC 7.25% 3/15/2025 15.79 GMAC LLC 7.3% 12/15/2017 13.81 GMAC LLC 7.3% 1/15/2018 11 GMAC LLC 7.3% 1/15/2018 10.22 GMAC LLC 7.35% 4/15/2018 7 GMAC LLC 7.38% 11/15/2016 11.5 GMAC LLC 7.38% 4/15/2018 10.98 GMAC LLC 7.4% 12/15/2017 9 GMAC LLC 7.5% 10/15/2012 15.5 GMAC LLC 7.5% 11/15/2016 15.8 GMAC LLC 7.5% 8/15/2017 12.75 GMAC LLC 7.5% 11/15/2017 13.26 GMAC LLC 7.5% 11/15/2017 10.69 GMAC LLC 7.5% 12/15/2017 13.5 GMAC LLC 7.5% 12/15/2017 12 GMAC LLC 7.63% 11/15/2012 15 GMAC LLC 7.7% 8/15/2010 57.7 GMAC LLC 7.75% 10/15/2012 13 GMAC LLC 7.75% 10/15/2017 13.25 GMAC LLC 7.85% 8/15/2010 56.24 GMAC LLC 7.88% 11/15/2012 18 GMAC LLC 8% 6/15/2010 25 GMAC LLC 8% 6/15/2010 24 GMAC LLC 8% 6/15/2010 35.77 GMAC LLC 8% 7/15/2010 21.38 GMAC LLC 8% 7/15/2010 24 GMAC LLC 8% 9/15/2010 57.5 GMAC LLC 8% 8/15/2015 16 GMAC LLC 8% 10/15/2017 21.24 GMAC LLC 8% 11/15/2017 21.5 GMAC LLC 8.05% 4/15/2010 30 GMAC LLC 8.13% 9/15/2009 80.65 GMAC LLC 8.13% 11/15/2017 21 GMAC LLC 8.2% 7/15/2010 22.43 GMAC LLC 8.4% 4/15/2010 22.24 GMAC LLC 8.4% 8/15/2015 25.1 GMAC LLC 8.5% 5/15/2010 24.66 GMAC LLC 8.5% 10/15/2010 35 GMAC LLC 8.5% 10/15/2010 40.5 GMAC LLC 8.5% 8/15/2015 15.07 GMAC LLC 8.65% 8/15/2015 13 GMAC LLC 8.88% 6/1/2010 30.25 GMAC LLC 9% 7/15/2015 13.5 GMAC LLC 9% 7/15/2020 15.05 GREAT ATLA & PAC 5.13% 6/15/2011 51.58 HARRAHS OPER CO 5.38% 12/15/2013 20.18 HARRAHS OPER CO 5.5% 7/1/2010 53 HARRAHS OPER CO 5.63% 6/1/2015 13.75 HARRAHS OPER CO 5.75% 10/1/2017 14.06 HARRAHS OPER CO 6.5% 6/1/2016 13.5 HARRAHS OPER CO 8% 2/1/2011 35 HARRY & DAVID OP 9% 3/1/2013 37 HAWAIIAN TELCOM 9.75% 5/1/2013 4.5 HAWAIIAN TELCOM 12.5% 5/1/2015 2.5 HAWKER BEECHCRAF 9.75% 4/1/2017 24 HEADWATERS INC 2.88% 6/1/2016 45 HILTON HOTELS 7.2% 12/15/2009 85.75 HILTON HOTELS 7.5% 12/15/2017 13.5 HUMAN GENOME 2.25% 10/15/2011 35 HUMAN GENOME 2.25% 8/15/2012 20.5 HUTCHINSON TECH 3.25% 1/15/2026 24 IDEARC INC 8% 11/15/2016 8.97 INN OF THE MOUNT 12% 11/15/2010 39.63 INTCOMEX INC 11.75% 1/15/2011 49 INTL LEASE FIN 4.95% 11/15/2009 70.75 INTL LEASE FIN 4.95% 3/15/2010 65.57 INTL LEASE FIN 5% 4/15/2010 82.33 INTL LEASE FIN 5% 6/15/2010 60.75 INTL LEASE FIN 5% 6/15/2012 20 INTL LEASE FIN 5.05% 3/15/2010 40.02 INTL LEASE FIN 5.1% 11/15/2009 73.9 INTL LEASE FIN 5.15% 3/15/2010 60.26 INTL LEASE FIN 5.25% 8/15/2009 46.03 INTL LEASE FIN 5.35% 4/15/2011 15 INTL LEASE FIN 5.45% 4/15/2012 34 INTL LEASE FIN 5.5% 4/15/2012 22.5 INTL LEASE FIN 5.6% 5/15/2009 70 INTL LEASE FIN 5.7% 4/15/2013 10.03 INTL LEASE FIN 5.95% 4/15/2013 22.25 INTL LEASE FIN 6.25% 7/15/2010 43.31 INTL LEASE FIN 6.38% 3/15/2009 94.5 INTL LEASE FIN 7.25% 7/15/2010 42.77 ISOLAGEN INC 3.5% 11/1/2024 15 ISTAR FINANCIAL 4.88% 1/15/2009 97.33 ISTAR FINANCIAL 5.95% 10/15/2013 27 ISTAR FINANCIAL 6% 12/15/2010 43.5 JAZZ TECHNOLOGIE 8% 12/31/2011 40 JEFFERSON SMURFI 7.5% 6/1/2013 26.44 JEFFERSON SMURFI 8.25% 10/1/2012 27.5 K HOVNANIAN ENTR 6.5% 1/15/2014 27.93 K HOVNANIAN ENTR 7.75% 5/15/2013 15 K HOVNANIAN ENTR 8.63% 1/15/2017 27.88 K HOVNANIAN ENTR 8.88% 4/1/2012 31 KAISER ALUMINUM 12.75% 2/1/2003 5 KAR HOLDINGS 10% 5/1/2015 29 KELLWOOD CO 7.88% 7/15/2009 25 KEMET CORP 2.25% 11/15/2026 27.25 KEMET CORP 2.25% 11/15/2026 27.75 KEYSTONE AUTO OP 9.75% 11/1/2013 38.5 LANDAMERICA 3.13% 11/15/2033 14 LANDAMERICA 3.25% 5/15/2034 16.25 LANDRY'S RESTAUR 9.5% 12/15/2014 91.25 LAZYDAYS RV 11.75% 5/15/2012 13 LEAR CORP 5.75% 8/1/2014 32.06 LEAR CORP 8.5% 12/1/2013 25 LEAR CORP 8.75% 12/1/2016 22 LEHMAN BROS HLDG 0.25% 6/29/2012 8.63 LEHMAN BROS HLDG 2% 8/1/2013 8.63 LEHMAN BROS HLDG 3.95% 11/10/2009 7.5 LEHMAN BROS HLDG 4% 8/3/2009 6 LEHMAN BROS HLDG 4% 4/16/2019 2.04 LEHMAN BROS HLDG 4.25% 1/27/2010 10.06 LEHMAN BROS HLDG 4.38% 11/30/2010 8 LEHMAN BROS HLDG 4.5% 7/26/2010 8 LEHMAN BROS HLDG 4.5% 8/3/2011 9.35 LEHMAN BROS HLDG 4.7% 3/6/2013 9.61 LEHMAN BROS HLDG 4.8% 2/27/2013 7.5 LEHMAN BROS HLDG 4.8% 3/13/2014 10 LEHMAN BROS HLDG 4.8% 6/24/2023 1 LEHMAN BROS HLDG 5% 1/14/2011 8.01 LEHMAN BROS HLDG 5% 1/22/2013 9.53 LEHMAN BROS HLDG 5% 2/11/2013 5.25 LEHMAN BROS HLDG 5% 3/27/2013 5.15 LEHMAN BROS HLDG 5% 8/5/2015 7.5 LEHMAN BROS HLDG 5% 12/18/2015 8.5 LEHMAN BROS HLDG 5% 5/28/2023 8.5 LEHMAN BROS HLDG 5% 5/30/2023 4.25 LEHMAN BROS HLDG 5% 6/10/2023 4 LEHMAN BROS HLDG 5% 6/17/2023 1.31 LEHMAN BROS HLDG 5.1% 1/28/2013 4 LEHMAN BROS HLDG 5.1% 2/15/2020 5 LEHMAN BROS HLDG 5.15% 2/4/2015 7.06 LEHMAN BROS HLDG 5.2% 5/13/2020 1 LEHMAN BROS HLDG 5.25% 2/6/2012 8.25 LEHMAN BROS HLDG 5.25% 2/11/2015 7.06 LEHMAN BROS HLDG 5.25% 3/8/2020 7.07 LEHMAN BROS HLDG 5.25% 5/20/2023 3.1 LEHMAN BROS HLDG 5.35% 2/25/2018 8.9 LEHMAN BROS HLDG 5.35% 3/13/2020 3.1 LEHMAN BROS HLDG 5.35% 6/14/2030 6.75 LEHMAN BROS HLDG 5.38% 5/6/2023 7.07 LEHMAN BROS HLDG 5.4% 3/6/2020 5 LEHMAN BROS HLDG 5.4% 3/20/2020 5.5 LEHMAN BROS HLDG 5.4% 3/30/2029 6.1 LEHMAN BROS HLDG 5.4% 6/21/2030 5 LEHMAN BROS HLDG 5.45% 3/15/2025 6.5 LEHMAN BROS HLDG 5.45% 4/6/2029 5.5 LEHMAN BROS HLDG 5.45% 2/22/2030 5.75 LEHMAN BROS HLDG 5.45% 7/19/2030 5.35 LEHMAN BROS HLDG 5.45% 9/20/2030 5.97 LEHMAN BROS HLDG 5.5% 4/4/2016 10.06 LEHMAN BROS HLDG 5.5% 2/4/2018 9.27 LEHMAN BROS HLDG 5.5% 2/19/2018 3.02 LEHMAN BROS HLDG 5.5% 11/4/2018 3.1 LEHMAN BROS HLDG 5.5% 2/27/2020 7.07 LEHMAN BROS HLDG 5.5% 8/19/2020 8.13 LEHMAN BROS HLDG 5.5% 3/14/2023 3.09 LEHMAN BROS HLDG 5.5% 4/8/2023 7.2 LEHMAN BROS HLDG 5.5% 4/15/2023 5 LEHMAN BROS HLDG 5.5% 4/23/2023 7.07 LEHMAN BROS HLDG 5.5% 8/5/2023 4.41 LEHMAN BROS HLDG 5.5% 10/7/2023 8 LEHMAN BROS HLDG 5.5% 1/27/2029 6 LEHMAN BROS HLDG 5.5% 2/3/2029 7.06 LEHMAN BROS HLDG 5.5% 8/2/2030 1.09 LEHMAN BROS HLDG 5.55% 2/11/2018 7.2 LEHMAN BROS HLDG 5.55% 3/9/2029 1.02 LEHMAN BROS HLDG 5.55% 1/25/2030 4.25 LEHMAN BROS HLDG 5.55% 9/27/2030 7.2 LEHMAN BROS HLDG 5.55% 12/31/2034 6.1 LEHMAN BROS HLDG 5.6% 1/22/2018 8 LEHMAN BROS HLDG 5.6% 9/23/2023 10 LEHMAN BROS HLDG 5.6% 2/17/2029 3.76 LEHMAN BROS HLDG 5.6% 2/24/2029 6.5 LEHMAN BROS HLDG 5.6% 3/2/2029 1.26 LEHMAN BROS HLDG 5.6% 2/25/2030 3.57 LEHMAN BROS HLDG 5.6% 5/3/2030 6.25 LEHMAN BROS HLDG 5.63% 1/24/2013 9 LEHMAN BROS HLDG 5.63% 3/15/2030 5.15 LEHMAN BROS HLDG 5.65% 11/23/2029 5.35 LEHMAN BROS HLDG 5.65% 8/16/2030 5.35 LEHMAN BROS HLDG 5.65% 12/31/2034 1.26 LEHMAN BROS HLDG 5.7% 1/28/2018 5 LEHMAN BROS HLDG 5.7% 2/10/2029 6.64 LEHMAN BROS HLDG 5.7% 4/13/2029 5.65 LEHMAN BROS HLDG 5.7% 9/7/2029 5.35 LEHMAN BROS HLDG 5.7% 12/14/2029 5.5 LEHMAN BROS HLDG 5.75% 4/25/2011 7.5 LEHMAN BROS HLDG 5.75% 7/18/2011 8.38 LEHMAN BROS HLDG 5.75% 5/17/2013 9 LEHMAN BROS HLDG 5.75% 1/3/2017 0.05 LEHMAN BROS HLDG 5.75% 3/27/2023 7.7 LEHMAN BROS HLDG 5.75% 9/16/2023 8.56 LEHMAN BROS HLDG 5.75% 10/15/2023 4 LEHMAN BROS HLDG 5.75% 10/21/2023 3 LEHMAN BROS HLDG 5.75% 11/12/2023 6.25 LEHMAN BROS HLDG 5.75% 11/25/2023 1.55 LEHMAN BROS HLDG 5.75% 12/16/2028 5.1 LEHMAN BROS HLDG 5.75% 12/23/2028 6 LEHMAN BROS HLDG 5.75% 8/24/2029 5.6 LEHMAN BROS HLDG 5.75% 9/14/2029 6 LEHMAN BROS HLDG 5.75% 10/12/2029 1.5 LEHMAN BROS HLDG 5.75% 3/29/2030 7.06 LEHMAN BROS HLDG 5.8% 9/3/2020 6.25 LEHMAN BROS HLDG 5.8% 10/25/2030 1.1 LEHMAN BROS HLDG 5.85% 11/8/2030 6.5 LEHMAN BROS HLDG 5.88% 11/15/2017 8.75 LEHMAN BROS HLDG 5.9% 5/4/2029 8.06 LEHMAN BROS HLDG 5.9% 2/7/2031 5.35 LEHMAN BROS HLDG 5.95% 12/20/2030 3.1 LEHMAN BROS HLDG 6% 4/1/2011 12 LEHMAN BROS HLDG 6% 7/19/2012 10 LEHMAN BROS HLDG 6% 1/22/2020 3.1 LEHMAN BROS HLDG 6% 2/12/2020 1.2 LEHMAN BROS HLDG 6% 1/29/2021 5 LEHMAN BROS HLDG 6% 10/23/2028 5.05 LEHMAN BROS HLDG 6% 11/18/2028 3.02 LEHMAN BROS HLDG 6% 5/11/2029 1.05 LEHMAN BROS HLDG 6% 7/20/2029 1.26 LEHMAN BROS HLDG 6% 3/21/2031 7.7 LEHMAN BROS HLDG 6% 4/30/2034 3 LEHMAN BROS HLDG 6% 7/30/2034 5.5 LEHMAN BROS HLDG 6% 2/21/2036 1.26 LEHMAN BROS HLDG 6% 2/24/2036 5.02 LEHMAN BROS HLDG 6% 2/12/2037 5.2 LEHMAN BROS HLDG 6.05% 6/29/2029 5.5 LEHMAN BROS HLDG 6.1% 8/12/2023 3.07 LEHMAN BROS HLDG 6.15% 4/11/2031 6 LEHMAN BROS HLDG 6.2% 9/26/2014 10 LEHMAN BROS HLDG 6.2% 6/15/2027 5.5 LEHMAN BROS HLDG 6.2% 5/25/2029 5.5 LEHMAN BROS HLDG 6.25% 2/5/2021 4.3 LEHMAN BROS HLDG 6.25% 2/22/2023 1.5 LEHMAN BROS HLDG 6.3% 3/27/2037 6.4 LEHMAN BROS HLDG 6.4% 10/11/2022 4.94 LEHMAN BROS HLDG 6.4% 12/19/2036 7 LEHMAN BROS HLDG 6.5% 7/19/2017 0.01 LEHMAN BROS HLDG 6.5% 2/28/2023 3.1 LEHMAN BROS HLDG 6.5% 3/6/2023 4 LEHMAN BROS HLDG 6.5% 9/20/2027 5.75 LEHMAN BROS HLDG 6.5% 10/18/2027 3.67 LEHMAN BROS HLDG 6.5% 10/25/2027 6.5 LEHMAN BROS HLDG 6.5% 11/15/2032 7.06 LEHMAN BROS HLDG 6.5% 12/22/2036 6.75 LEHMAN BROS HLDG 6.5% 2/13/2037 6 LEHMAN BROS HLDG 6.5% 6/21/2037 4.85 LEHMAN BROS HLDG 6.5% 7/13/2037 7.75 LEHMAN BROS HLDG 6.6% 10/3/2022 6.41 LEHMAN BROS HLDG 6.6% 6/18/2027 8.1 LEHMAN BROS HLDG 6.63% 1/18/2012 10 LEHMAN BROS HLDG 6.63% 7/27/2027 5.5 LEHMAN BROS HLDG 6.75% 12/28/2017 0 LEHMAN BROS HLDG 6.75% 7/1/2022 7.07 LEHMAN BROS HLDG 6.75% 11/22/2027 4.5 LEHMAN BROS HLDG 6.75% 10/26/2037 6.5 LEHMAN BROS HLDG 6.8% 9/7/2032 8.9 LEHMAN BROS HLDG 6.85% 8/16/2032 4.25 LEHMAN BROS HLDG 6.85% 8/23/2032 8 LEHMAN BROS HLDG 6.88% 5/2/2018 10.5 LEHMAN BROS HLDG 6.88% 7/17/2037 0.02 LEHMAN BROS HLDG 6.9% 9/1/2032 6.5 LEHMAN BROS HLDG 6.9% 6/20/2036 7.5 LEHMAN BROS HLDG 7% 5/12/2023 8.25 LEHMAN BROS HLDG 7% 9/27/2027 10 LEHMAN BROS HLDG 7% 10/4/2032 5 LEHMAN BROS HLDG 7% 7/27/2037 8.9 LEHMAN BROS HLDG 7% 9/28/2037 5 LEHMAN BROS HLDG 7% 11/16/2037 9.5 LEHMAN BROS HLDG 7% 12/28/2037 6.5 LEHMAN BROS HLDG 7% 1/31/2038 5.35 LEHMAN BROS HLDG 7% 2/1/2038 5 LEHMAN BROS HLDG 7% 2/7/2038 8.5 LEHMAN BROS HLDG 7% 2/8/2038 5.3 LEHMAN BROS HLDG 7.05% 2/27/2038 4.95 LEHMAN BROS HLDG 7.1% 3/25/2038 9 LEHMAN BROS HLDG 7.2% 8/15/2009 6.9 LEHMAN BROS HLDG 7.25% 2/27/2038 7.25 LEHMAN BROS HLDG 7.25% 4/29/2038 5 LEHMAN BROS HLDG 7.35% 5/6/2038 5.5 LEHMAN BROS HLDG 7.73% 10/15/2023 9.5 LEHMAN BROS HLDG 7.88% 11/1/2009 7 LEHMAN BROS HLDG 7.88% 8/15/2010 7.55 LEHMAN BROS HLDG 8% 3/17/2023 8.63 LEHMAN BROS HLDG 8.05% 1/15/2019 5 LEHMAN BROS HLDG 8.5% 8/1/2015 8.5 LEHMAN BROS HLDG 8.5% 6/15/2022 6.38 LEHMAN BROS HLDG 8.8% 3/1/2015 9 LEHMAN BROS HLDG 9% 12/28/2022 8.63 LEHMAN BROS HLDG 9.5% 12/28/2022 5.35 LEHMAN BROS HLDG 9.5% 1/30/2023 8.75 LEHMAN BROS HLDG 9.5% 2/27/2023 1 LEHMAN BROS HLDG 10% 3/13/2023 8.4 LEHMAN BROS HLDG 10.38% 5/24/2024 10.5 LEHMAN BROS HLDG 11% 10/25/2017 5.35 LEHMAN BROS HLDG 11% 3/17/2028 9.7 LEHMAN BROS HLDG 12.12% 9/11/2009 8.63 LEINER HEALTH 11% 6/1/2012 21 LEVEL 3 COMM INC 2.88% 7/15/2010 57.2 LEVEL 3 COMM INC 5.25% 12/15/2011 39.93 LEVEL 3 COMM INC 6% 3/15/2010 63.4 LEVEL 3 COMM INC 11.5% 3/1/2010 57.2 LITHIA MOTORS 2.88% 5/1/2014 90 LOCAL INSIGHT 11% 12/1/2017 22 MAGNA ENTERTAINM 8.55% 6/15/2010 46 MAJESTIC STAR 9.5% 10/15/2010 34.5 MAJESTIC STAR 9.75% 1/15/2011 3.5 MANDALAY RESORT 6.5% 7/31/2009 88.81 MANDALAY RESORTS 9.38% 2/15/2010 78 MASONITE CORP 11% 4/6/2015 11 MERISANT CO 9.5% 7/15/2013 17.13 MERITOR AUTO 6.8% 2/15/2009 90 MERIX CORP 4% 5/15/2013 25 MERRILL LYNCH 5.55% 3/9/2011 90.5 MERRILL LYNCH 12% 3/26/2010 18.41 METALDYNE CORP 10% 11/1/2013 20.75 METALDYNE CORP 11% 6/15/2012 8 MGM MIRAGE 8.38% 2/1/2011 51 MGM MIRAGE 8.5% 9/15/2010 65.5 MICHAELS STORES 11.38% 11/1/2016 27 MILLENNIUM AMER 7.63% 11/15/2026 13 MOMENTIVE PERFOR 11.5% 12/1/2016 26.75 MORRIS PUBLISH 7% 8/1/2013 11 MUZAK LLC/FIN 10% 2/15/2009 79.5 NATL FINANCIAL 0.75% 2/1/2012 32.41 NCI BLDG SYSTEMS 2.13% 11/15/2024 67.62 NEBRASKA BOOK CO 8.63% 3/15/2012 28 NEFF CORP 10% 6/1/2015 13.25 NEW PLAN EXCEL 5.13% 9/15/2012 20 NEW PLAN EXCEL 7.4% 9/15/2009 30 NEW PLAN EXCEL 7.5% 7/30/2029 7 NEW PLAN REALTY 6.9% 2/15/2028 7 NEW PLAN REALTY 7.65% 11/2/2026 8 NEW PLAN REALTY 7.68% 11/2/2026 11 NEW PLAN REALTY 7.97% 8/14/2026 11 NEWARK GROUP INC 9.75% 3/15/2014 6 NEWPAGE CORP 12% 5/1/2013 24.5 NORTEK INC 8.5% 9/1/2014 30 NORTH ATL TRADNG 9.25% 3/1/2012 36.25 NTK HOLDINGS INC 0% 3/1/2014 21.38 NUVEEN INVEST 5% 9/15/2010 43 NUVEEN INVEST 5.5% 9/15/2015 21.1 OSCIENT PHARM 3.5% 4/15/2011 9.25 OSI RESTAURANT 10% 6/15/2015 19.5 PALM HARBOR 3.25% 5/15/2024 35 PARK PLACE ENT 7.5% 9/1/2009 35.1 PARK PLACE ENT 7.88% 3/15/2010 50.25 PARK PLACE ENT 8.13% 5/15/2011 39 PHH CORP 6.45% 4/15/2010 60 PHH CORP 6.7% 4/15/2010 63.38 PIEDMONT AVIAT 10.35% 3/28/2011 1 PIERRE FOODS INC 9.88% 7/15/2012 5 PILGRIMS PRIDE 9.25% 11/15/2013 3.78 PILGRIM'S PRIDE 7.63% 5/1/2015 25 PILGRIM'S PRIDE 8.38% 5/1/2017 2 PINNACLE AIRLINE 3.25% 2/15/2025 66.5 PLIANT CORP 11.13% 9/1/2009 15 PLY GEM INDS 9% 2/15/2012 25 POPE & TALBOT 8.38% 6/1/2013 0.26 POWERWAVE TECH 1.88% 11/15/2024 22 PREGIS CORP 12.38% 10/15/2013 40.5 PRIMUS TELECOM 3.75% 9/15/2010 17 PRIMUS TELECOM 8% 1/15/2014 5.25 PRIMUS TELECOM 12.75% 10/15/2009 69.89 PRIMUS TELECOMM 14.25% 5/20/2011 15 PRIN LIFE INC FD 4% 12/15/2008 99 PROLOGIS 2.25% 4/1/2037 36.75 PROLOGIS 7.88% 5/15/2009 57 PROVIDENCE SERV 6.5% 5/15/2014 17.5 QUALITY DISTRIBU 9% 11/15/2010 31 QUANTUM CORP 4.38% 8/1/2010 60 RADIAN GROUP 7.75% 6/1/2011 45 RADIO ONE INC 6.38% 2/15/2013 30 RADIO ONE INC 8.88% 7/1/2011 49 RAFAELLA APPAREL 11.25% 6/15/2011 38.75 RAIT FINANCIAL 6.88% 4/15/2027 33.15 RAYOVAC CORP 8.5% 10/1/2013 8.7 READER'S DIGEST 9% 2/15/2017 24.25 REAL MEX RESTAUR 10% 4/1/2010 81.5 REALOGY CORP 10.5% 4/15/2014 17 REALOGY CORP 12.38% 4/15/2015 15.27 RESIDENTIAL CAP 8% 2/22/2011 14.5 RESIDENTIAL CAP 8.38% 6/30/2010 15 RESIDENTIAL CAP 8.5% 6/1/2012 14.5 RESIDENTIAL CAP 8.5% 4/17/2013 14.5 RESIDENTIAL CAP 8.88% 6/30/2015 14.5 RESIDENTIAL CAP 9.63% 5/15/2015 14.95 RH DONNELLEY 8.88% 1/15/2016 12.5 RH DONNELLEY 8.88% 10/15/2017 0.67 RH DONNELLEY INC 11.75% 5/15/2015 31.86 RITE AID CORP 6.88% 8/15/2013 28.25 RITE AID CORP 7.7% 2/15/2027 20.25 RITE AID CORP 8.5% 5/15/2015 28.5 RITE AID CORP 8.63% 3/1/2015 27.5 RITE AID CORP 9.38% 12/15/2015 30.13 RJ TOWER CORP 12% 6/1/2013 2 ROTECH HEALTHCA 9.5% 4/1/2012 21 ROUSE CO LP/TRC 6.75% 5/1/2013 25.89 ROUSE COMPANY 5.38% 11/26/2013 25.38 SABRE HOLDINGS 7.35% 8/1/2011 35 SCOTIA PAC CO 7.11% 1/20/2014 28.5 SEARS ROEBUCK AC 5.88% 3/5/2009 92.02 SEARS ROEBUCK AC 7.5% 1/15/2013 32 SECURUS TECH 11% 9/1/2011 50.13 SERVICEMASTER CO 7.1% 3/1/2018 11.1 SINCLAIR BROAD 3% 5/15/2027 71.5 SIRIUS SATELLITE 2.5% 2/15/2009 82 SIRIUS SATELLITE 9.63% 8/1/2013 22.94 SIX FLAGS INC 4.5% 5/15/2015 9.75 SLM CORP 4.4% 9/15/2011 22 SMURFIT-STONE 8% 3/15/2017 24.42 SONIC AUTOMOTIVE 8.63% 8/15/2013 37 SPANSION LLC 2.25% 6/15/2016 2.91 SPECTRUM BRANDS 7.38% 2/1/2015 18.88 ST JUDE MEDICAL 1.22% 12/15/2008 99 ST JUDE MEDICAL 1.22% 12/15/2008 99.77 STANLEY-MARTIN 9.75% 8/15/2015 25 STATION CASINOS 6% 4/1/2012 29 STATION CASINOS 6.5% 2/1/2014 11.75 STATION CASINOS 6.63% 3/15/2018 8.25 STATION CASINOS 6.88% 3/1/2016 8 STONE CONTAINER 8.38% 7/1/2012 26.5 THORNBURG MTG 8% 5/15/2013 26 TIMES MIRROR CO 7.25% 3/1/2013 10.17 TIMES MIRROR CO 7.25% 11/15/2096 10.86 TIMES MIRROR CO 7.5% 7/1/2023 8.25 TOUSA INC 9% 7/1/2010 8.25 TOUSA INC 9% 7/1/2010 5.1 TRANSMERIDIAN EX 12% 12/15/2010 35.5 TRAVELPORT LLC 11.88% 9/1/2016 24 TRIBUNE CO 4.88% 8/15/2010 13.5 TRIBUNE CO 5.25% 8/15/2015 3.96 TRONOX WORLDWIDE 9.5% 12/1/2012 10 TRUE TEMPER 8.38% 9/15/2011 34 TRUMP ENTERTNMNT 8.5% 6/1/2015 11.91 UAL CORP 4.5% 6/30/2021 44 UAL CORP 5% 2/1/2021 35 UNISYS CORP 6.88% 3/15/2010 47.06 UNISYS CORP 8% 10/15/2012 43 UNIVISION COMM 7.85% 7/15/2011 55 US Leasing Intl 6% 9/6/2011 22.13 USFREIGHTWAYS 8.5% 4/15/2010 59 VEECO INSTRUMENT 4.13% 12/21/2008 98 VERASUN ENERGY 9.38% 6/1/2017 13.25 VERENIUM CORP 5.5% 4/1/2027 19.09 VICORP RESTAURNT 10.5% 4/15/2011 10 VION PHARM INC 7.75% 2/15/2012 22 VISTEON CORP 7% 3/10/2014 8.62 VISTEON CORP 12.25% 12/31/2016 18.94 WASH MUT BANK NV 5.55% 6/16/2010 24 WASH MUT BANK NV 5.95% 5/20/2013 0.01 WASH MUTUAL INC 4% 1/15/2009 64.5 WASH MUTUAL INC 4.2% 1/15/2010 65.31 WASH MUTUAL INC 4.63% 4/1/2014 20.25 WASH MUTUAL INC 7.25% 11/1/2017 21.75 WASH MUTUAL INC 8.25% 4/1/2010 17.5 WCI COMMUNITIES 6.63% 3/15/2015 13 WCI COMMUNITIES 7.88% 10/1/2013 5 WCI COMMUNITIES 9.13% 5/1/2012 9.1 WILLIAM LYON 7.5% 2/15/2014 22 WILLIAM LYON 7.63% 12/15/2012 29 WILLIAM LYON 10.75% 4/1/2013 20 WIMAR OP LLC/FIN 9.63% 12/15/2014 3.19 WOLVERINE TUBE 10.5% 4/1/2009 78.1 XM SATELLITE 9.75% 5/1/2014 10.07 XM SATELLITE 10% 12/1/2009 37 YOUNG BROADCSTNG 8.75% 1/15/2014 2.08 YOUNG BROADCSTNG 10% 3/1/2011 1.99 ********* 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. Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Luke Caballos, Sheryl Joy P. Olano, Carlo Fernandez, 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 ***