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/raid1/www/Hosts/bankrupt/TCR_Public/090115.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 15, 2009, Vol. 13, No. 14 Headlines 1388 EAST MAIN STREET: Voluntary Chapter 11 Case Summary ABMD LIMITED: Case Summary & 19 Largest Unsecured Creditors ADVANCED MEDICAL: S&P Puts 'B-' Rating on Developing CreditWatch AGRIPROCESSORS INC: Will Pay Livestock Sellers ALLTEL CORP: S&P Withdraws 'B+' Corporate Credit Rating AMAZON.COM: Moody's Reviews Low-B Rating for Possible Upgrade AMC ENTERTAINMENT: Completes Sale of 100% Stake in Grupo Cinemex ARVINMERITOR INC: Moody's Downgrades Corp. Family Rating to 'B2' ASARCO LLC: May Form Joint Venture With Glencore ASPEN INVESTMENT: Files Schedules of Assets and Liabilities ASPEN INVESTMENT: Wants to Sell 440-Acre Property in Catawba, NC ATLAS ENERGY: S&P Affirms Corporate Credit Rating at 'B+' AVALON HARBOR: Voluntary Chapter 11 Case Summary BANK OF AMERICA: Gov't to Give Financial Aid for Merrill Buy BEELER GROUP: Voluntary Chapter 11 Case Summary BERNARD L. MADOFF: PBGC Joins Bankruptcy Proceeding as Creditor BLACK DRAGON: Voluntary Chapter 11 Case Summary BOOMERANG SYSTEMS: Auditor Raises Going Concern Doubt BROADSTRIPE LLC: Section 341(a) Meeting Slated for February 6 BUILDING 200: Voluntary Chapter 11 Case Summary BURTON LANDING: Voluntary Chapter 11 Case Summary CENTURY FOREST: Voluntary Chapter 11 Case Summary CHARLES CLEMENCY: Voluntary Chapter 11 Case Summary CHOW TIME FOODS: Voluntary Chapter 11 Case Summary CHRYSLER LLC: Will Reopen Plants by February CINRAM INTERNATIONAL: Moody's Downgrades Corporate Rating to 'B2' CIRCUIT CITY: To Present Auction Results January 16 CITIGROUP INC: Will Keep Brokerage Firm Nikko Cordial CKO MANAGEMENT: Placed by Owners in Chapter 7; Inn Closed CLARENCE KABAT: Voluntary Chapter 11 Case Summary COMMUNITY CONSTRUCTION: Voluntary Chapter 11 Case Summary COMPLETE PRODUCTION: Moody's Hikes Corp. Family Rating to 'Ba3' CONNELLY BILLIARD: Voluntary Chapter 11 Case Summary CONVEY COMMUNICATIONS: Voluntary Chapter 11 Case Summary CORNERSTONE PARK: Voluntary Chapter 11 Case Summary DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'B' DAVID HEYES: Case Summary & 19 Largest Unsecured Creditors DETROIT RETIREMENT: Moody's Cuts Rating on $500MM Debt to 'Ba2' DUKE FUNDING: S&P Junks Rating on $1.294 Mil. Class A-1 Notes EDDIE WIGGINS: Closes Buick Pontiac GMC Dealership ELAN CORPORATION: Plans for Alternatives Won't Affect Moody's B3 ESCARENT ENTITIES: Case Summary & 20 Largest Unsecured Creditors ETOWAH RIVER: Voluntary Chapter 11 Case Summary FAITH EMPOWERED: Voluntary Chapter 11 Case Summary FALCON RIDGE: Voluntary Chapter 11 Case Summary FIRSTLIGHT RESOURCES: Fitch Affirms Issuer Default Rating at 'B+' GARY LORGE: Case Summary & 20 Largest Unsecured Creditors GANNETT CO: Non-Unionized Employees to Take Unpaid Leave GLOBAL AUTHENTICATION: Voluntary Chapter 11 Case Summary GOODY'S FAMILY: Returns to Bankruptcy Court to Liquidate Assets GOODY'S LLC: Case Summary & 30 Largest Unsecured Creditors GOODY'S FAMILY: Will Close Lincoln Store on January 22 GOTTSCHALKS INC: Files for Chapter 11 Bankruptcy Protection GOVERNOR'S ESTATE: Case Summary & 20 Largest Unsecured Creditors GREATER CORNERSTONE: Voluntary Chapter 11 Case Summary HABERSHAM DEVELOPMENTS: Voluntary Chapter 11 Case Summary HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'B-' HEATHERWOOD HOLDINGS: Voluntary Chapter 11 Case Summary HEIGHTS VENTURE: Case Summary & 30 Largest Unsecured Creditors HMSC CORP: S&P Downgrades Counterparty Credit Rating to 'B-' HYDRON TECHNOLOGIES: Auditor Raises Going Concern Doubt INSTANT WEB: S&P Downgrades Corporate Credit Rating to 'B-' INTERSTATE BAKERIES: May Have Fate of Delphi or Solutia JAMES CLAWSON: Case Summary & 20 Largest Unsecured Creditors JAZZ PHARMACEUTICALS: Gets Default Notice; Expects Lower Cash Burn JOHN PINEAU: Case Summary & 20 Largest Unsecured Creditors JOSE SANTOS RUIZ: Voluntary Chapter 11 Case Summary KASEY REALTORS: Case Summary & 20 Largest Unsecured Creditors KREDIT CARE: Case Summary & 20 Largest Unsecured Creditors LANDRY RESTAURANTS: S&P Keeps B Corp. Credit Rating at Neg. Watch LEAR CORP: S&P Downgrades Corporate Credit Rating to 'B-' LEHMAN BROTHERS: May Take 18 to 24 Months to Unwind LEVEL 3 COMMS: Completes $26MM Offering of 15% Conv. Senior Notes LEVEL 3 COMMS: Completes Tender Offer for 6% Subordinated Notes LIVING WORD: Case Summary & 20 Largest Unsecured Creditors LNI CONSTRUCTION: Files for Chapter 7 Liquidation LORING ROAD: Case Summary & 13 Largest Unsecured Creditors LYONDELL CHEMICAL: Bankruptcy Filing Impacts GSC Portfolio MARIE GILLIS: Case Summary & 20 Largest Unsecured Creditors MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating MATRIX INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors MEGOLA INC: Auditor Raises Going Concern Doubt MERIDIAN PREMIER: Voluntary Chapter 11 Case Summary MERISANT WORLDWIDE: Receives Approval of "First Day" Motions MERISANT CO: Gets S&P's 'D' Corporate Rating Due to Ch. 11 Filing MERISANT WORLDWIDE: Can Access $4MM Wayzata DIP Loan on Interim MERISANT WORLDWIDE: Seeks More Time to File Schedules & Statement MERRILL LYNCH: Gov't to Give Financial Aid to BofA Merger METOKOTE CORP: Cut by S&P to 'B' on Expected 4.5x Leverage Hike MIDDLETON MOOREHEAD: Voluntary Chapter 11 Case Summary MIKE VAN CHEVROLET: Case Summary & 5 Largest Unsecured Creditors MJR ONE: Voluntary Chapter 11 Case Summary NEIMAN MARCUS: Use of PIK Feature Won't Affect S&P's 'B+' Rating NELSON SANTANA: Voluntary Chapter 11 Case Summary NEW YORK SKYLINE: Files for Chapter 11 Bankruptcy Protection NORTHEAST BIOFUELS: Files for Chapter 11 Bankruptcy in New York NORTHEAST BIOFUELS: Case Summary & 20 Largest Unsecured Creditors NORTEL NETWORKS: Files for Bankruptcy in U.S. and Canada NORTEL NETWORKS: Inability to Access Capital Markets Cues Filing NORTEL NETWORKS: To Seek Creditor Protection in Europe NORTEL NETWORKS: Canadian Court Accepts Bankruptcy Petition NORTEL NETWORKS: LatAm and Asia Units Excluded From Filings NORTEL NETWORKS: Reaches Deal for Continued Access to EDC Facility NORTEL NETWORKS: Gets Commitment From Key Supplier Flextronics NORTEL NETWORKS: Bankruptcy Filing Triggers $1.5B in Default Swaps NORTEL NETWORKS: Airvana and Catapult Report Exposure NORTEL NETWORKS: Canadian Units' Voluntary Chapter 15 Case Summ. NORTEL NETWORKS: Case Summary & 40 Largest Unsecured Creditors NOVASTAR FINANCIAL: Hires Credentia to Manage Portfolio Assets PALOMINA GROUP: Voluntary Chapter 11 Case Summary PARADISE MARINA: Voluntary Chapter 11 Case Summary PILGRIM'S PRIDE: NYSE to Strike Out Common Stock on January 22 PM LIQUIDATING: Financing Woes Cues Delay in Form 10-Q Filing PORTFOLIO-AUGUSTA: Voluntary Chapter 11 Case Summary PORTFOLIO-BRUNSWICK: Voluntary Chapter 11 Case Summary PRB ENERGY: To Cancel of Common Stock Upon Plan Confirmation PRECISION PARTS: In Talks With 3 Prospective Buyers PRESS EX: Voluntary Chapter 11 Case Summary R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary RAMAK JON SEDIGH: Voluntary Chapter 11 Case Summary RETAIL PRO: Wants to Access $1.3 Million Valens DIP Facility RETAIL PRO: Wants Proposed Sale Bidding Procedures Approved RICHARD NASSER: Voluntary Chapter 11 Case Summary RIVERSIDE COMMONS: Voluntary Chapter 11 Case Summary ROSALVA RICO: Voluntary Chapter 11 Case Summary ROSARIO'S MEXICAN: Files for Chapter 11 Bankruptcy Protection SEALY CORP: Amends Credit Agreement with JPMorgan Chase, et. al. SAGE COLLEGES: Moody's Cuts Debt Rating to 'Ba2' from 'Baa3' SAINT VINCENT CATHOLIC: Two Hospitals May File for Bankruptcy SEMGROUP LP: Court Denies Chevron Triangular Setoff SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B+' SHILOH INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating SMITH DEVELOPMENT: Voluntary Chapter 11 Case Summary SMURFIT-STONE CONTAINER: Bankruptcy Possible Amid Weakening Sales SOUTHERN DEVELOPMENT: Voluntary Chapter 11 Case Summary STEPHEN COMBS: Voluntary Chapter 11 Case Summary STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Ratings TARGUS GROUP: Narrow Cushions Won't Affect Moody's Junk Rating TARRAGON CORP: Two Units Files for Chapter 11 Bankruptcy TEKNI-PLEX INC: Resigned CRO to Stay as Advisor; Names New COO TEKNI-PLEX INC: Completes Consent Solicitations for Senior Notes TEKNI-PLEX INC: Grants 157,500 Options to Buy Shares of Stock TENNECO INC: S&P Downgrades Corporate Credit Rating to 'B+' TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B1' TKNY GLOBAL: Voluntary Chapter 11 Case Summary TRONOX INC: Receives Court Approval of First Day Motions TROPICANA ENTERTAINMENT: Salient Terms of LandCo Debtors' Plan TROPICANA ENTERTAINMENT: Salient Terms of OpCo Debtors' Plan TRUCK IT: Voluntary Chapter 11 Case Summary TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'BB' TWKWR INC: Files for Chapter 11 Bankruptcy Protection UNIVERSITY OF SOUTH INDIANA: Moody's Assigns Rating on $50M Bonds VEGAS ASSISTED: Case Summary & 20 Largest Unsecured Creditors VIRGIN MOBILE: Reports Preliminary Data for Year ended Dec. 31 WHITNEY LAKE: Files Chapter 11 Plan and Disclosure Statement WHITNEY LAKE: Wants to Hire Kenneth Krawcheck as Special Counsel WELLS GROUP: Voluntary Chapter 11 Case Summary WISCONSIN TERRAZO: Voluntary Chapter 11 Case Summary WOODSIDE GROUP: Court Sets January 31, 2009 General Bar Date WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CC' * FDIC Asks Banks How They're Using Gov't Aid to Help Homeowners * S&P Says Transportation Sector Faces A Dim Outlook In 2009 * Public Company Filings Up 74% in 2008 * American Discovery Forms Financial Services Division * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 1388 EAST MAIN STREET: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: 1388 East Main Street Trust , LLC dba Jacoby's Restaurant 1388 East Main Street Meriden, CT 06450 Tel: (203) 634-3222 Bankruptcy Case No.: 08-34086 Chapter 11 Petition Date: December 16, 2008 Court: District of Connecticut (New Haven) Judge: Lorraine Murphy Weil Company Description: The Debtor owns and operates Jacoby's Restaurant, a steakhouse in Meriden, Conn. Debtor's Counsel: Peter L. Ressler, Esq. Groob Ressler & Mulqueen 123 York Street, Ste 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: 203-777-4206 Email: ressmul@yahoo.com Total Assets: $3,206,249.00 Total Debts: $708,615.00 The petition was signed by Paul Giacobbe, member of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cb08-34086.pdf ABMD LIMITED: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: ABMD, Limited 4280 Willow Creek Drive Dayton, OH 45415 Bankruptcy Case No.: 09-30130 Chapter 11 Petition Date: January 13, 2009 Court: Southern District of Ohio (Dayton) Judge: Lawrence S. Walter Debtor's Counsel: Richard D Nelson, Esq. rnelson@ctks.com Cohen, Todd, Kite & Stanford LLC 250 E Fifth St., Suite 1200 Cincinnati, OH 45202-4139 Tel: (513) 333-5255 Fax : (513) 241-4490 Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The Debtor's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Coolidge, Wall, Womsley & Lombard $1,700 Suite 600 33 West First Street Dayton, OH 45402 American Paper Recycling Unknown 87 Central Street Mansfield, MA 02048 Bare Construction Unknown 1569 Old Elizabeth Hwy Bluff City, TN 37618 Carolyn Rice Unknown City of Vandalia Unknown Colliers International Unknown Dayton Power and Light Unknown Company Indiana Department of Unknown Revenue Ketner Sellers, LLP Unknown KeyBank National Unknown Association Muller Martini Corp Unknown Murphy, Inc. Unknown National City Bank Unknown Ohio Department of Taxation Unknown Osborne Electric Incorporate Unknown Tennessee Department of Unknown Revenue Vandalia Income Tax Office Unknown Vigitek Ltd. Unknown Washington County Unknown Tennessee The petition was signed by managing agent David Mazer. ADVANCED MEDICAL: S&P Puts 'B-' Rating on Developing CreditWatch ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its CreditWatch listing on Santa Anna, California-based Advanced Medical Optics Inc.'s subordinated debt to developing from negative; the debt rating on subordinated issues is 'B-' with a recovery rating of '6'. All other ratings for AMO remain on CreditWatch with negative implications where they were placed on Oct. 13, 2008, reflecting the impact of the global economic decline on vision correction refractive procedures. This action reflects the announcement that Abbott Laboratories would purchase AMO for $1.4 billion. AMO has $1.4 billion of debt outstanding. "If the acquisition is consummated, S&P's expectation is that the term loan and revolver will be paid off because of a change of control agreement in the bank loan; the issuer credit rating and bank loan rating would be withdrawn," said Standard & Poor's credit analyst Cheryl Richer. S&P's expectation is that the public debt will be tendered, given a fundamental change clause in the indenture. To the extent that this debt remains outstanding, the rating would likely be raised more in line with Abbott's senior unsecured debt, depending upon its position in the capital structure. AMO generated $72 million of discretionary cash flow in for the 12 months ended Sept. 30, 2008 and had $35 million of cash at the end of the third quarter. The company was in compliance with its debt covenants at that time, and subsequently reduced debt by $84 million; pro forma for the debt reduction, however, there was only about 12% headroom under the tightest covenant (per S&P's calculations). As a result, ownership by Abbott would resolve S&P's concern regarding the potential for a covenant breach within the next few quarters. AGRIPROCESSORS INC: Will Pay Livestock Sellers ---------------------------------------------- Jean Caspers-Simmet at Agri News reports that livestock sellers who didn't get money for cattle sold to Agriprocessors Inc. will be paid. Agri News states that livestock sellers, poultry growers, and poultry cash sellers who filed claims against Agriprocessors are from: -- Iowa, -- Minnesota, -- Wisconsin, -- Illinois, -- Indiana, and -- South Dakota. Agri News relates that Joe Sarachek, the Chapter 11 Bankruptcy Trustee for Agriprocessors, sought permission from the U.S. Bankruptcy Court to pay the claims filed by the livestock sellers under the Packers and Stockyards Act against. Valid livestock claims of $2.13 million have been made, the report states, citing the Grain Inspection Packers and Stockyards Administration analysts. According to Agri News, the cash bond for livestock sellers has a value of $1.2 million. Agriprocessors was required to have the cash bond under the Packers and Stockyards Act, says the report. The report states that $7 million in cash proceeds are subject to the Packers and Stockyards statutory trust, which includes all the inventory and receivables from the meat and poultry products. Agri News reports that Mr. Sarachek asked that the livestock sellers' claims be paid first from the cash bond and then from trust funds. According to the report, Mr. Sarachek also asked that cash bond depository Luana Savings Bank turn over the proceeds of the cash bond so that he can use the money to pay the livestock sellers. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operates a kosher meat and poultry packing processors located at 220 North West Street. The company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The company filed for Chapter 11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash represents the company in its restructuring effort. The company listed assets of $100 million to $500 million and debts of $50 million to $100 million. ALLTEL CORP: S&P Withdraws 'B+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its 'B+' corporate credit rating on ALLTEL Corp. and intermediate holding company ALLTEL Communications Inc., as well as the 'BB-' issue- level and '2' recovery ratings on ALLTEL Communications' secured bank loan. These ratings had been on CreditWatch, with positive implications since June 5, 2008. This action follows the recent close of the acquisition of ALLTEL by Cellco Partnership (d/b/a Verizon Wireless) (A/Negative/--), which is 55% owned and operated by Verizon Communications Inc. (A/Negative/A-1). AMAZON.COM: Moody's Reviews Low-B Rating for Possible Upgrade ------------------------------------------------------------- Moody's Investors Service placed on review for possible upgrade the long term ratings of Amazon.com and affirmed the company's speculative grade liquidity rating at SGL-1. The review for possible upgrade is prompted by Amazon's announcement that it had achieved its best holiday sales performance ever. Given this announcement Moody's expect that Amazon met its fourth quarter sales and earnings guidance which reflected a solid growth in sales. Amazon's ability to achieve sizable sales growth with a reasonable level of profitability during a very challenging retail climate is strong evidence of the stability and success of Amazon's business model. The review also acknowledges Amazon's very good liquidity and solid credit metrics. The review for upgrade will focus on Amazon's final 2008 results, as well as its financial performance outlook for 2009. The review will also focus on the company's liquidity, capital structure, and financial policies going forward. The review will also consider Amazon's ability to continue to maintain its current level of sales growth and earnings during the current difficult retail environment. The speculative grade liquidity rating of SGL-1 reflects very good liquidity. This rating is supported by the company's sizable level of cash and marketable securities (approximately $2.3 billion at September 30, 2008). This level of cash and marketable securities compensates for the company's lack of a committed bank credit facility. It has ample sources of alternate sources of liquidity as the majority of its assets are unencumbered. These ratings are placed on review for possible upgrade: -- Corporate family rating at Ba1; -- Probability of default rating at Ba1; -- Senior subordinated notes at Ba2; -- Senior unsecured shelf rating at (P)Ba1; -- Senior subordinated shelf rating at (P)Ba2; -- Preferred stock shelf rating at (P)Ba2. This rating is affirmed: -- Speculative grade liquidity rating at SGL-1. LGD assessments and point estimates are subject to change. The last rating action on Amazon.com was on February 15, 2008 when its corporate family rating was upgraded to Ba1 from Ba2 with a positive outlook. Amazon.com, headquartered in Seattle, Washington, is the world's largest internet based retailer. Total revenues were approximately $18 billion for the twelve month period ended September 30, 2008. AMC ENTERTAINMENT: Completes Sale of 100% Stake in Grupo Cinemex ---------------------------------------------------------------- AMC Entertainment Inc.'s subsidiaries completed the sale of the 100% ownership interest in Grupo Cinemex, S.A. de C.V. and Symphony Subsisting Vehicle, S. de R.L. de C.V. owned by AMCE and its subsidiaries to Entretenimiento GM de Mexico S.A. de C.V. pursuant to a definitive Stock Purchase Agreement dated as of Nov. 5, 2008. Cinemex operates 44 theatres with 493 screens in the Mexico City Metropolitan area. As provided in the Agreement, on Dec. 29, 2008, the stockholders of Cinemex and equity holders of Symphony received $315,000,000 in cash, decreased by the amount of net funded indebtedness of Cinemex and other specified items of $66,859,447, in exchange for all of their equity interests in Cinemex and Symphony. The Agreement provides for additional adjustments to the sales price subsequent to Dec. 29, 2008, for items as a working capital calculation, post-closing adjustments and tax payments and refunds. A full-text copy of the Amendment To Stock Purchase Agreement is available for free at http://ResearchArchives.com/t/s?37f5 About AMC Entertainment Headquartered in Kansas City, Missouri, AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a theatrical exhibition company. As of July 3, 2008, the company owned, operated or had interests in 353 theatres and 5,117 screens, with 89% or 4,569 of its screens in the U.S. and Canada and 11%, or 548 of its screens in Mexico, China (Hong Kong), France and the United Kingdom. The company's principal direct and indirect owned subsidiaries are American Multi-Cinema Inc., Grupo Cinemex, S.A. de C.V. and AMC Entertainment International Inc. For thirteen weeks ended Oct. 2, 2008, the company reported net earnings of US$3.6 million compared with net earnings of US$36.9 million for the same period in the previous year. For twenty-six weeks ended Oct. 2, 2008, the company reported net earnings of US$14.4 million compared with net earnings of US$59.0 million for the same period in the previous year. At Oct. 2, 2008, the company's balance sheet showed total assets of US$3.7 billion, total liabilities of US$2.6 billion and stockholders' equity of US$1.1 billion. As of Oct. 2, 2008, the company was in compliance with all financial covenants relating to the Senior Secured Credit Facility, the Cinemex Credit Facility, the Notes due 2016, the Notes due 2014, and the Fixed Notes due 2012. * * * To date, AMC Entertainment Inc. still carries Fitch Ratings' 'CCC+' senior subordinate rating assigned on Jan. 12, 2006. ARVINMERITOR INC: Moody's Downgrades Corp. Family Rating to 'B2' ---------------------------------------------------------------- Moody's Investors Service lowered the Corporate Family and Probability of Default ratings of ArvinMeritor, Inc. to B2 from B1. In a related action, the rating of the senior secured revolving credit facility was lowered to Ba2 from Ba1, and the rating of the senior unsecured notes was lowered to B3 from B2. The ratings remain on review for further possible downgrade. ArvinMeritor's Speculative Grade Liquidity Rating also was lowered to SGL-3 from SGL-2. The downgrade of ArvinMeritor's Corporate Family Rating to B2 reflects the expected impact of a dramatic decline of global economic conditions and challenges in the global credit markets on the demand for commercial vehicles and passenger cars. These conditions curtailed the company's financial performance and contributed to the recent announcement that the company currently can not capture the appropriate value for its Light Vehicles Segment business by selling the business as a whole. As a result of this announcement and deteriorating global automobile production volumes, Moody's believes the LVS business will have negative earnings and cash flow impacts on the company for a longer period than previously anticipated. However, the company stated that it remains committed to separating the LVS business. Because of the increasingly difficult business environment, ArvinMeritor withdrew its full year fiscal 2009 guidance in December, and subsequently withdrew its first quarter 2009 guidance with the announced deferral of the LVS divestment. The sequential suspension of guidance estimates suggests more rapid deterioration in the company's operating performance, and when coupled with the potential for a prolonged financial drain from the LVS business, indicates that overall financial metrics will weaken further. The review will consider ArvinMeritor's potential to develop strategic alternatives for the LVS business and any potential operational improvements which the company can implement to improve business performance. The review will also consider the impact of deteriorating economic conditions on ArvinMeritor's ongoing commercial vehicle segment and the company's ability to maintain credit metrics consistent with the assigned ratings through further restructuring initiatives. While ArvinMeritor's operating performance has benefited from recent restructuring actions, the production of commercial vehicles for 2009 in North America and abroad is expected to be further negatively impacted by weakening global economies and continuing tight credit markets. At September 30, 2008, ArvinMeritor's LTM EBIT/Interest coverage was 2.5x and debt/EBITDA was 4.5x, both including Moody's standard adjustments. The review will also focus on ArvinMeritor's ability to maintain adequate levels of liquidity over the coming months. A deterioration in liquidity resulting from the rapid decline in the company's end markets, required payment of debt maturities, reductions in the company's securitization facilities, or from other requirements, may cause the ratings to be lowered. ArvinMeritor's Speculative Grade Liquidity rating of SGL-3 indicates adequate liquidity over the next twelve months. As of September, 30 2008 the company had approximately $497MM of cash on hand, about half of the cash is located in the U.S. and Europe. The company's previously withdrawn 2009 guidance provided in November 2008 indicated an expectation of breakeven FCF. With the significant deterioration of global economies and financial markets, and uncertainty over the disposition of the company's LVS business, negative FCF will likely result in fiscal 2009. ArvinMeritor's $700MM revolving credit facility was undrawn at September 30, 2008 with $38 million of LCs outstanding. The facility matures in June 2011. Moody's believes there are a number of cash uses over the next twelve months, including $77 million of unsecured note maturities in 2009. Also, as of September 30, 2009 the company utilized about $521 million of securitization/factoring facilities which mature within one year. If current market conditions continue to deteriorate, the company may be required to refinance some of the outstanding securitizations/factoring arrangements with its revolving credit facility or with cash, limiting current liquidity levels. The principal financial covenant is a senior secured leverage test of 2.5 times through March 31, 2009 and 2.0 times thereafter. Reduced operating performance due to industry pressures, combined with any additional revolver funding, may pressure covenant cushions over the next twelve months. The revolving credit is secured by a first lien on certain assets of the company of about $850MM and by a second lien on the receivables securing the company's domestic securitization facilities. Negative covenants under the revolver limit both annual and cumulative amounts of asset sales. These ratings are lowered and remain under review for possible downgrade: ArvinMeritor, Inc. -- Corporate Family Rating, to B2 from B1 -- Probability of Default, to B2 from B1 -- Senior Secured bank debt, to Ba2 (LGD1, 7%) from Ba1 (LGD1, 7%) -- Senior Unsecured notes, to B3 (LGD4, 61%) from B2 (LGD4, 61%) -- Shelf unsecured notes, to (P)B3 (LGD4, 61%) from (P)B2 (LGD4, 61%) -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 Arvin International PLC -- Unsecured notes guaranteed by ArvinMeritor, Inc., to B3 (LGD4, 61%) from B2 (LGD4, 61%) The last rating action on ArvinMeritor was on May 30, 2008 when the B1 Corporate Family Rating was affirmed. ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global supplier of a broad range of integrated systems, modules and components serving light vehicles, commercial trucks, trailers, and specialty original equipment manufacturers as well as certain aftermarkets. Revenues in fiscal 2008 were approximately $7.2 billion. ASARCO LLC: May Form Joint Venture With Glencore ------------------------------------------------ Reuters, citing court proceedings, said that Asarco LLC may form a venture with Glencore International AG, a creditor and Switzerland-based metals trader. According to Reuters, Asarco LLC's attorney said that Glencore, has submitted a written proposal that Asarco would consider along with a stand-alone plan it is putting together. Glencore, the report says, had previously said in court documents that it was interested in joining a bid to buy the assets. ASARCO LLC and its affiliates recently asked the U.S. Bankruptcy Court for the Southern District of Texas to further extend their exclusive period to file a Chapter 11 plan of reorganization, through March 17, 2009. The Debtors' Chapter 11 cases have undergone significant changes since their last request for exclusivity extension, relates Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas. The Debtors filed a plan on July 31, 2008, predicated on the closing of a sale of ASARCO LLC's operating assets to Sterlite (USA), Inc., for $2,600,000,000. On August 26, the Parent also filed a Chapter 11 plan for ASARCO. However, after the Bankruptcy Court approved the disclosure statements and solicitation commenced on both the Debtors' and the Parent's plans, Sterlite backed out on its obligations to close the asset acquisition deal absent a material price reduction. Sterlite cited the recent volatile condition of the copper market for the withdrawal of its commitment. As a result, ASARCO terminated the Sterlite purchase agreement and reserved all its rights under the deal. Sterlite and the Debtors attended mediation but have not resolved issues in connection with Sterlite's repudiation of the asset purchase agreement. ASARCO LLC said that since the Sterlite Repudiation, they have proceeded cautiously in the recent volatile copper market and continue to assess their options for emergence from bankruptcy, including: -- entering into a settlement and amended agreement with Sterlite; -- pursuing a breach of contract action against Sterlite; -- selling ASARCO's assets to another buyer; -- filing a stand-alone plan; or -- some combination of their options. The Debtors disclose that they have been in constant communication with their major creditor constituents and that they continue to work towards global resolution of their major contingent liabilities, while also negotiating the significant terms of a consensual amended Chapter 11 plan. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). The Debtors submitted to the Court a joint plan of reorganization and disclosure statement on July 31, 2008. The plan incorporates the sale of substantially all of the Debtors' assets to Sterlite Industries, Ltd., for US$2,600,000,000. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted a reorganization plan to retain its equity interest in ASARCO LLC, by offering full payment to ASARCO's creditors in connection with ASARCO's Chapter 11 case. AMC would provide up to US$2.7 billion in cash as well as a US$440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Asarco Inc. and AMC are represented by Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. (ASARCO Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ASPEN INVESTMENT: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Aspen Investment Company, L.L.C., filed with the U.S. Bankruptcy Court for the Western District of North Carolina, its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ------------ A. Real Property $39,230,000 B. Personal Property $186 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $20,205,492 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $54,643 ----------- ----------- TOTAL $39,230,186 $20,260,136 Based in Harpers Ferry, W. Virginia, Aspen Investment Company, L.L.C. owns a parcel of undeveloped real property located in Catawba County, North Carolina containing approximately 440 acres. The company filed for Chapter 11 relief on Oct.9, 2008 (Bankr. W.D. N.C. Case No. 08-1140). Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC, represents the Debtor as counsel. ASPEN INVESTMENT: Wants to Sell 440-Acre Property in Catawba, NC ---------------------------------------------------------------- Aspen Investment, L.L.C., asks the U.S. Bankruptcy Court for the Western District of North Carolina for approval of the sale of its approximately 440 acres of undeveloped real property located in Catawba County, North Carolina to Univeral Partners of North Carolina, LLC for a minimum amount of $21,000,000. The Debtor tells the Court that the total debt is substantially less than the sale price of the property. The Debtor says that it is in the process of preparing a plan of liquidation that will provide for payment in full of all creditors from the sale of the property. Bank of Granite, who holds a secured claim of $8,625,000, has requested relief from the stay in order to be allowed to foreclose. Based in Harpers Ferry, W. Virginia, Aspen Investment Company, L.L.C. owns a parcel of undeveloped real property located in Catawba County, North Carolina containing approximately 440 acres. The company filed for Chapter 11 relief on Oct.9, 2008 (Bankr. W.D. N.C. Case No. 08-1140). Richard M. Mitchell, Esq., at Mitchell & Culp, PLLC, represents the Debtor as counsel. In its schedules, Aspen Investment listed total assets of $39,230,186 and total debts of $20,260,136. ATLAS ENERGY: S&P Affirms Corporate Credit Rating at 'B+' --------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its ratings, including the 'B+' corporate credit rating, on Atlas Energy Resources LLC. At the same time, S&P revised the outlook to negative from stable. As of Sept. 30, 2008, Moon Township, Pennsylvania-based ATN had $862 million in debt. "We believe that ATN's credit profile could worsen because of recent developments at sister company, Atlas Pipeline Partners L.P.," said Standard & Poor's credit analyst David Lundberg. S&P recently placed APL's ratings, including the 'B+' corporate credit rating, on CreditWatch with negative implications due to tightening liquidity and concerns that it could breach a financial covenant. Atlas America Inc. (unrated), the ultimate parent company, controls and owns a significant equity stake in both ATN and APL. S&P does not necessarily expect ATN's and APL's credit ratings to move in lock step. There are no cross-defaults between the debt at ATN and APL, and ATN could continue as a going concern in the event that APL were to file for bankruptcy (and vice-versa). However, APL's gathering assets are highly strategic to ATN. They support the vast majority of ATN's Appalachian wells and, at a minimum, it would be disruptive if APL were to file for bankruptcy. ATN's Appalachian production represents about 35% of company-wide production. In addition, there are shared management team and Board of Director members at Atlas America, ATN, and APL. In APL's last earnings call, management spoke of pursuing strategic alternatives and stated that it is in discussions internally and with affiliates. Should APL sell certain assets to ATN, ATN's financial leverage and liquidity could worsen, depending on the financing. The rating on ATN reflects the company's limited scale and geographic diversity, aggressive financial leverage, and substantial quarterly distributions to unit holders. These weaknesses are partially offset by the low geological risk inherent in the company's reserve base, its long reserve life, and the fee income that is generated by the company's partnership management business. AVALON HARBOR: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Avalon Harbor II, L.P. 1601 W. Webster #9 Houston, TX 77019 Bankruptcy Case No.: 09-30187 Chapter 11 Petition Date: January 6, 2009 Court: Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Bennett G. Fisher Fisher and Associates PC 1800 Two Houston Center 909 Fannin St. Houston, TX 77010 Tel: (713) 223-8400 Fax: 713-609-7766 Email: bgf@fisherlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Namir Faidi, chairman of general partner. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/tsb09-30187.pdf BANK OF AMERICA: Gov't to Give Financial Aid for Merrill Buy ------------------------------------------------------------ The U.S. government would give billions in financial aid to Bank of America Corp. to help it close its acquisition of Merrill Lynch & Co., Dan Fitzpatrick, Damian Paletta, and Susanne Craig at The Wall Street Journal report, citing people familiar with the matter. According to WSJ, BofA approached the Treasury Department in December 2008 to ask for financial assistance. BofA, says the report, has already received $25 billion from the government. BofA said that it was unlikely to complete its Jan. 1 purchase of Merrill Lynch due to that company's larger-than-expected losses in the fourth quarter, the report states, citing a source. People familiar with the matter said that the Treasury agreed to work with BofA on the "formulation of a plan" that includes new capital from the $700 billion Troubled Asset Relief Program, WSJ relates. WSJ states that the sources said that the Federal Reserve, the Federal Deposit Insurance Corp., and the Treasury Department are involved in the negotiations. According to the report, a source said that the amount and terms are still being finalized. The report says that details would be disclosed with BofA's fourth-quarter earnings, which will be released on Jan. 20. WSJ states that any possible arrangement might protect BofA from losses on Merrill's bad assets. According to WSJ, a source said that there would be a cap on the amount of losses BofA would have to absorb, while the government will absorb the remainder. Citing people familiar with the matter, WSJ relates that Treasury Secretary Henry Paulson was worried that without government help the BofA-Merrill Lynch merger wouldn't close, leaving Merrill Lynch adrift. A source said that when the merger closed at the start of this year, it was with the understanding the two sides would come up with a plan afterwards. About Bank of America Bank of America Corporation -- https://www.bankofamerica.com/ -- is a bank holding company in North Carolina. Through its banking subsidiaries and various non-banking subsidiaries throughout the United States and in selected international markets, Bank of America provides a diversified range of banking and non-banking financial services and products through three business segments: Global Consumer and Small Business Banking, Global Corporate and Investment Banking, and Global Wealth and Investment Management. The company operates in 32 states, the District of Columbia and 30 foreign countries. In the United States, it serves 59 million consumer and small business relationships with 6,100 retail banking offices, 18,500 automated teller machines and 24 million active online users. It offers services in 13 states. In October 2007, it acquired ABN AMRO North America Holding Company. In July 2007, it acquired U.S. Trust Corporation. In July 2008, Bank of America acquired Countrywide Financial Corp. As reported by the Troubled Company Reporter on Dec. 3, 2008, a group of bond investors sued Countrywide Financial Corp., demanding that Countrywide buy every mortgage loan for which Countrywide agrees to reduce payments under a settlement it entered into with 15 state attorneys general. The suit demanded that Countrywide compensate holders of some securities backed by mortgages if it changes the terms of the loans. The lawsuit was filed on behalf of Greenwich Financial Services Distressed Mortgage Fund 3 LLC and QED LLC before the New York State Supreme Court. The suit said that Countrywide and parent Bank of America would be liable to pay hundreds of trusts a total of about $80 billion for loans it modifies. The suit alleged that Countrywide didn't plan to bear the $8.4-billion cost of the loan modification but to shift that cost to 374 trusts into which its loans were securitized, harming bond investors. BEELER GROUP: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Beeler Group, LLC 2585 Beeler Dr. SW, #33 Atlanta, GA 30315 Bankruptcy Case No.: 09-60260 Chapter 11 Petition Date: January 5, 2009 Court: Northern District of Georgia (Atlanta) Judge: James Massey Debtor's Counsel: Carolyn V. Jordan 2600 Centry Parkway, Suite 100 Atlanta, GA 30345 Tel: (404) 633-3030 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Bernadine Ballard, member and manager of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-60260.pdf BERNARD L. MADOFF: PBGC Joins Bankruptcy Proceeding as Creditor --------------------------------------------------------------- Amir Efrati and Jeffrey Mccracken at The Wall Street Journal report that the Pension Benefit Guaranty Corp. has joined as a creditor in a Manhattan bankruptcy-court proceeding involving Bernard L. Madoff Investment Securities LLC, which is being liquidated by a court-appointed trustee. WSJ quoted PBGC spokesperson Jeff Speicher as saying, "The agency has a responsibility to carry out its mission to protect pension plans in the event of a bankruptcy. The PBGC insures almost 30,000 pension plans. One or more of those plans may be exposed to losses as a result of the Madoff investment scandal." Union Bancair Privee Invested in Madoff Despite Warnings Citing people familiar with the matter, Cassell Bryan-Low at WSJ relates that Swiss bank Union Bancaire Privee, despite warnings from its research team in 2007, kept hundreds of millions of dollars of its wealthy clients' money into Bernard L. Madoff Investment. According to WSJ, UBP was part of an international network of feeder funds that channeled money into Bernard L. Madoff Investment. UBP, WSJ relates, said that has $700 million in Madoff-related investments through its funds-of-funds and client portfolios. WSJ, citing people familiar with the matter, states that UBP's research department had recommended that Bernard L. Madoff be stricken from a list of fund managers approved for its clients' investments. The sources said that some of UBP's most senior executives were aware of the concerns and discussed them, WSJ says. According to the report, UBP ultimately left hundreds of millions of dollars of its customers' money with Mr. Madoff. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC was a market maker in US stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Bernard L. Madoff and his investment firm, Bernard L. Madoff Investment Securities LLC, with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were at least $50 billion. Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. BLACK DRAGON: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Black Dragon Resources Companies, Inc. 110 Highway 1 North Oil City, LA 71061 Tel: (318) 995-0404 Fax: (318) 995-0708 Bankruptcy Case No.: 08-13719 Chapter 11 Petition Date: December 16, 2008 Court: Western District of Louisiana (Shreveport) Company Description: The Company specializes in increasing the production of crude oil and natural gas from wells whose production amounts to 15 barrels of crude oil or less per day. See: http://www.black-dragonoil.com/ Debtor's Counsel: Barry W. Miller, Esq. Heller, Draper, Hayden, Patrick & Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 Email: bwmplc@hotmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Clyde Smith, president of the company. The Debtor did not file a list of 20 largest unsecured creditors. BOOMERANG SYSTEMS: Auditor Raises Going Concern Doubt ----------------------------------------------------- Liebman Goldberg & Drogin, LLP, in Garden City, New York, in a letter dated January 5, 2009, to the Audit Committee of Boomerang Systems, Inc., expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheet of Boomerang Systems, Inc., and its subsidiaries as of September 30, 2008, and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the two fiscal years ended September 30, 2008. "The company has no material revenues, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern," the auditor said. As of September 30, 2008, the company's balance sheet showed total assets of $1,046,752 and total liabilities of $4,827,427, resulting in total stockholders' deficit of $3,780,675. The company posted a net loss of $8,684,451 for the year ended September 30, 2008, compared with a net loss of $2,450,880 for the same period a year earlier. "We had negative cash flow from operations for the year ended September 30, 2008 and during the year ended September 30, 2007 in the amount of $4,157,154 and $144,657, respectively," Chief Executive Officer Stanley J. Checketts disclosed in a regulatory filing with the Securities and Exchange Commission. "These factors create uncertainty whether we can continue as a going concern. Our plans to mitigate the effects of the uncertainties on our continued existence are: 1) to raise additional equity capital; 2) to restructure our existing debt; and 3) to pursue our business plan and seek to generate positive operating cash flow. Management believes that these plans can be effectively implemented in the next twelve-month period. However, our ability to continue as a going concern is dependent on the implementation and success of these plans." A full-text copy of the company's annual report is available for free at: http://researcharchives.com/t/s?37fb About Boomerang Systems Inc. Boomerang Systems, Inc., is engaged in the design, development, marketing and sale of automated racking and retrieval systems for automobile parking and automated racking and retrieval systems for self-storage units. Three of its systems, considered by management to be pilot demonstration systems, have been built and are operating in Logan, Utah with a fourth one currently being built. The company is in the inception stage of its operations. BROADSTRIPE LLC: Section 341(a) Meeting Slated for February 6 ------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, will convene a meeting of creditors of Broadstripe LLC and its debtor- affiliates on Feb. 6, 2009, at 11:00 a.m., J. Caleb Boggs Federal Building, 2nd Floor, Room 2112 in Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in the Debtor's bankruptcy cases. Attendance by the Debtor's creditors at the meeting is welcome, but not required. The Sec. 341(a) meeting offers the creditors a one-time opportunity to examine the Debtor's representative under oath about the Debtor's financial affairs and operations that would be of interest to the general body of creditors. About Broadstripe LLC Headquartered in Chesterfield, Missouri, Broadstripe LLC -- http://www.broadstripe.com-- provide videos and telephone services to consumers and business in Maryland, Michigan, Washington and Oregon. The company and fives of its affiliates filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del. Lead Case No. 09-10006). Ashby & Geddes, and Gardere Wynne Sewell LLP represent the Debtors in their restructuring efforts. The Debtors proposed FTI Consulting Inc. as their restructuring consultant, and Epiq Bankruptcy Consultants LLC as their claims agent. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million in their filing. BUILDING 200: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Building 200 Sycamore, LLC 423 Waterford Drive Cartersville, GA 30153 Bankruptcy Case No.: 09-40058 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Rome) Judge: Mary Gace Diehl Debtor's Counsel: Herbert C. Broadfoot, II Ragsdale, Beals, Seigler, et al. 2400 International Tower 229 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 588-0500 Fax: (404) 523-6714 Email: broadfoot@rbspg.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by C. Michael Garrett, manager of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-40058.pdf BURTON LANDING: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Burton Landing, LLC 7525 Picardy Avenue, Suite 220 Baton Rouge, LA 70808 Bankruptcy Case No.: 08-11705 Chapter 11 Petition Date: December 16, 2008 Court: Middle District of Louisiana (Baton Rouge) Debtor's Counsel: Douglas S. Draper, Esq. Heller, Draper, Hayden, Patrick & Horn, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Tel: (504) 299-3300 Fax: (504) 299-3399 Email: ddraper@hellerdraper.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Lacy C. Howe, member of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/lmb08-11705.pdf CENTURY FOREST: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Century Forest Products, Inc. 134 Elon Road Madison Heights, VA 24572 Tel: (336) 665-9939 Bankruptcy Case No.: 09-10016 Chapter 11 Petition Date: January 6, 2009 Court: Middle District of North Carolina (Greensboro) Company Description: The Debtor supplies lumber, plywood, and mouldings in North Carolina and Florida. See: http://www.centuryforest.com/ Debtor's Counsel: Charles M. Ivey, III Ivey, McClellan, Gatton, & Talcott, LLP 100 S. Elm St., Suite 500 Greensboro, NC 27401 Tel: (336) 274-4658 Fax: 336-274-4540 Email: jlh@imgt-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by George P. Ramsey III, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/ncmb09-10016.pdf CHARLES CLEMENCY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Charles F. Clemency, Jr. Kathleen L. Clemency 7 Secretario Way Hamilton Square, NJ 08690 Bankruptcy Case No.: 08-34903 Chapter 11 Petition Date: December 15, 2008 Court: District of New Jersey (Trenton) Judge: Raymond T. Lyons, Jr. Debtor's Counsel: Daniel M. Eliades, Esq. Kimberly J. Salomon Forman Holt Eliades & Ravin LLC 80 Route 4 East Paramus, NJ 07652 (201) 845-1000 Email: deliades@formanlaw.com Email: ksalomon@formanlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nb08-34903.pdf CHOW TIME FOODS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Chow Time Foods, Inc. 1060 Hunting Creek Lane Watkinsville, GA 30677 Tel: (678) 753-1765 Fax: (678) 753-1761 Bankruptcy Case No.: 09-30025 Chapter 11 Petition Date: January 6, 2009 Court: Middle District of Georgia (Athens) Company Description: The Debtor produces and sells bread and other related pastry products. Judge: Robert F. Hershner Debtor's Counsel: Ernest V. Harris P.O. Box 1586 Athens, GA 30603 Tel: (706) 613-1953 Fax: (706) 613-0053 Email: ehlaw@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Cris Gunter, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gmb09-30025.pdf CHRYSLER LLC: Will Reopen Plants by February -------------------------------------------- Alex P. Kellogg at The Wall Street Journal reports that a Chrysler LLC spokesperson said that Chrysler will reopen its plants this month or in early February, after closing every one of its plants. According to WSJ, Chrysler said in December 2008 that due to a steep decline in auto sales and increasing inventories on dealer lots, it would close all of its 30 plants for at least a month, to cut costs and pull back on production. WSJ relates that most of Chrysler's U.S., Canadian, and Mexican auto plants are scheduled to open on Jan. 19 or Jan. 20. The report says that Chrysler's minivan plant in Windsor, Ontario, and a small facility in Detroit that assembles a small number of sports cars will be opened on Feb. 2. Chrysler spokesperson Dave Elshoff said that the company's production plans are under "continuous review" and could change if auto sales remain weak, WSJ states. Maryann Keller & Associates automotive analyst Ken Elias, says WSJ, doubts that Chrysler will reopen its plants as scheduled. The report quoted him as saying, "The fact is, there are enough cars on the ground. The dealers really aren't ordering them." Inventories are still back-loaded, and there aren't many good reasons to reopen plants and start producing cars that consumers don't need again, the report quoted Mr. Elias as saying. Chrysler President Tom LaSorda said in a conference call earlier on Wednesday that Chrysler isn't considering selling some of its brands, plants or other assets. As reported by the Troubled Company Reporter on Jan. 14, 2009, Chrysler LLC started negotiating with its partners, Nissan- Renault and Magna, to sell its key assets to the two companies. The talks included Chrysler's iconic Jeep brand, the report says, citing sources. 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. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, 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. CINRAM INTERNATIONAL: Moody's Downgrades Corporate Rating to 'B2' ----------------------------------------------------------------- Moody's Investors Service downgraded Cinram International Inc.'s corporate family rating to B2 from B1 while also downgrading the company's probability of default rating to B3 from B2. At the same time, the rating outlook was revised to negative from stable. Moody's also assigned an SGL-3 speculative grade liquidity rating (SGL-3 indicates adequate liquidity). Actions related to the long term debt ratings were prompted by risks arising from the continued overarching exposure of the company's revenue base to the sale of DVDs and audio CDs (75% of total year-to-date fiscal 2008 revenues). There is a combination of cyclical and secular pressure at work at this time. Unit volumes of DVDs are likely to decline steadily due to weaker discretionary consumer spending impacted by poor economic conditions in the short-term, and by the migration towards online delivery of home video content over the longer term. The ongoing recession is likely to accelerate declines in both the DVD and audio CD segments, a circumstance that is likely to leave Cinram in a weakened position. This perspective also contributes to the assessment of the SGL rating. While Cinram has an adequately sized un-drawn $150 million revolving credit facility that is committed for an extended tenor, Moody's expects cash flow to be muted. Depending on the degree, the financial covenant compliance cushion may erode and impose limits on financial flexibility. These factors caused liquidity to be assessed as adequate (SGL-3). Downgrades: Issuer: Cinram International Inc. -- Corporate Family Rating, Downgraded to B2 from B1 -- Probability of Default Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3, 30%) from B1 (LGD3, 30%) Outlook Actions: Issuer: Cinram International Inc. -- Outlook, Changed To Negative From Stable Assignments: Issuer: Cinram International Inc. -- Speculative Grade Liquidity Rating, Assigned SGL-3 Moody's most recent rating action related to Cinram was taken on 21 December 2007, at which time Moody's affirmed the company's ratings and stable outlook following the its announcement regarding the elimination of all distributions to unit holders in light of weakening operating and financial conditions. With headquarters in Toronto, Ontario, Canada, Cinram International Inc. is one of the world's largest independent manufacturers, replicators and distributors of DVDs and audio CDs. CIRCUIT CITY: To Present Auction Results January 16 --------------------------------------------------- Circuit City Stores Inc. will present results of an auction for their assets where they entertained bids that would purchase their assets as a going concern, break up the company, or sell their assets through closing sales. Circuit City's assets may be bought by companies that would sell off remaining merchandise and shut down the second-largest U.S. consumer-electronics chain, according to two people familiar with the planned bids, Lauren Coleman-Lochner, Mark Clothier and Jonathan Keehner of Bloomberg News report, citing two people familiar with the matter. According to the report, Hilco Merchant Resources LLC, Great American Group LLC and Hudson Capital Partners are part of two separate groups of liquidators that planned to submit offers for the retailer, said the people, who declined to be identified because the auction process was private. The auction for Circuit City's assets, which was postponed for 24 hours, was scheduled to start Jan. 14 at 3:00 p.m. New York time, immediately after liquidators finish bidding for the right to conduct store-closing sales. Initial bids for the entire chain were due Jan. 13 at 3 p.m. As reported by the Jan. 13 issue of the Troubled Company Reporter, Circuit City won permission from the U.S. Bankruptcy Court for the Eastern District of Virginia to sell its assets through an auction. Pursuant to the Court-approved procedures, the company entertained bids that would purchase the company, as a going concern, as separate business units or as individual assets -- including the sale of inventory. Last week, the company said it was engaged in significant discussions, meetings and negotiations with two highly motivated and interested parties concerning the terms of a going concern transaction. These interested parties are considering providing additional financing to allow the company to sustain operations and move forward with a subsequent restructuring through a stand- alone plan or purchasing the company or all or substantially all of the company's assets. The parties have substantially completed due diligence and now are in negotiations with the company and the company's major stakeholders in order to finalize such a transaction. Bloomberg previously reported that Ricardo Salinas Pliego may bid for the retailer. According to Bloomberg, Mr. Salinas, the owner of Mexican electronics retailer Grupo Elektra SAB, has been reviewing Circuit City since November to consider boosting his 28% stake in the chain, his spokesman said. On Nov. 19, Mr. Salinas reported that he had signed a nondisclosure agreement with Circuit City to gain access to information about the retailer, Bloomberg said. About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- is a specialty retailer of consumer electronics, home office products, entertainment software and related services. The company has two segments -- domestic and international. Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (E.D. Virg. Lead Case No.: 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. (Circuit City Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). CITIGROUP INC: Will Keep Brokerage Firm Nikko Cordial ---------------------------------------------------- Alison Tudor at The Wall Street Journal reports that a Citigroup Inc. spokesperson said that the company will keep Japanese brokerage firm Nikko Cordial Securities, after disclosing the sale of its retail brokerage business Smith Barney to Morgan Stanley. According to WSJ, Citigroup acquired Nikko Cordial for about $17.95 billion in 2008 as part of an overseas expansion strategy. WSJ states that Citigroup would likely sell Nikko Cordial at a large discount if it decides to sell the brokerage now. WSJ says that analysts suggest that Citigroup keep Nikko Cordial as it could potentially be rewarding in the long run. According to the report, Japanese households have about $15 trillion in financial assets, mostly in cash, and Citigroup is hoping to reach out to them through its retail banking network Citibank. Citigroup is aiming to sell them more financial products including from Nikko Cordial, states the report. Integrating Nikko Cordial into Citigroup's Japanese operations has proved troublesome, says WSJ. Citigroup, according to WSJ, said in December 2008 that it was delaying the merger of Nikko Cordial and its wholesale securities business in Japan indefinitely, due in part to complications in integrating technology. Citigroup is also keeping its Mexican retail banking business, Grupo Financiero Banamex SA, WSJ relates. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. Citi had $2.0 trillion in total assets on $1.9 trillion in total liabilities as of Sept. 30, 2008. As reported in the Troubled Company Reporter on Nov. 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. As part of the agreement, the U.S. Treasury and the Federal Deposit Insurance Corporation will provide protection against the possibility of unusually large losses on an asset pool of approximately $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup will issue preferred shares to the Treasury and FDIC. In addition and if necessary, the Federal Reserve will backstop residual risk in the asset pool through a non-recourse loan. CKO MANAGEMENT: Placed by Owners in Chapter 7; Inn Closed --------------------------------------------------------- Joyce Peterson at ABC24-CW30 Eyewitness News reports that Charles and Kimbel Orr have filed for CKO Management, LLC's liquidation under Chapter 7 in the U.S. Bankruptcy Code, and closed Bonne Terre Country Inn and Cafe in Nesbit, Mississippi Yolanda Jones at Memphis Commercial Appeal relates that the Orrs filed CKO's bankruptcy petition in the U.S. Bankruptcy Court for the Northern District of Mississippi. Court documents say that the Orrs indicated that they have up to 49 creditors and owe between $100,000 and $500,000. Memphis Commercial states that the Orrs estimated their assets between $50,000 and $100,000, and listed their debts as consumer debts. According to the report, the Orrs said that they won't have any funds left after administrative expenses are paid to repay CKO Management's unsecured creditors. The Orrs, court documents state, said that they attended credit counseling with Money Management International Inc. on Jan. 4. Memphis Commercial relates that the Orrs have until Jan. 27 to list all their creditors and their statement of financial affairs, which they will submit to the Court, or their case could be dismissed. CKO Management, LLC, is owned by couple Charles and Kimbel Orrs, who also own the Bonne Terre Country Inn and Cafe, the luxury resort and bed and breakfast in Nesbit, Mississippi. CLARENCE KABAT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Clarence D. Kabat 3537 State Route 127 Nashville, IL 62263 Bankruptcy Case No.: 09-40013 Chapter 11 Petition Date: January 6, 2009 Court: Southern District of Illinois (Benton) Judge: Kenneth J. Meyers Debtor's Counsel: Douglas A. Antonik 3405 Broadway Mt. Vernon, IL 62864 Tel: (618) 244-5739 Fax: (618) 244-9633 Email: antoniklaw@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of 20 largest unsecured creditors. COMMUNITY CONSTRUCTION: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Community Construction of East Carolina, LLC P.O. Box 516 Atlantic Beach, NC 28512 Tel: (252) 444-5222 Bankruptcy Case No.: 08-09048 Chapter 11 Petition Date: December 16, 2008 Court: Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Company Description: The debtor is a home builder. Debtor's Counsel: Trawick H Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by David Wheatly, member and manager of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ab08-18633.pdf COMPLETE PRODUCTION: Moody's Hikes Corp. Family Rating to 'Ba3' --------------------------------------------------------------- Moody's Investors Service upgraded Complete Production Services, Inc's Corporate Family Rating and Probability of Default Rating to Ba3 from B1. The rating on Complete's $650 million senior unsecured notes due 2016 was also upgraded to B1 (LGD4, 65%) from B2 (LGD4, 67%). The outlook is stable. This concludes Moody's ratings review begun in October 2008. "The upgrade reflects Complete's increased size and durable market position," commented Pete Speer, Moody's Vice-President. "Over the past two years Complete has moderated its acquisition activity, reduced debt levels and strengthened its credit profile consistent with a Ba3 rating." The outlook is stable despite the expected deterioration in demand for Complete's services in 2009 and weakening of its credit metrics over the year. Moody's expects that management will conservatively manage liquidity through this downturn by reducing capital expenditures and using free cash flow to reduce revolving credit facility borrowings. Given the current uncertainty regarding the depth and duration of the downturn in oilfield services demand, Moody's expects that acquisitions would be limited and conservatively funded. Significant debt-funded acquisitions could result in a negative rating action. In addition, a more severe downturn that lasts for a prolonged period could reduce liquidity to levels that result in a negative outlook or ratings downgrade. The expected deterioration in sector conditions makes a positive rating action unlikely in the near term. From Complete's initial formation in the fall of 2005 through the end of 2006, the company executed nearly 20 acquisitions to rapidly increase its size and expand its service offerings and geographic reach. Since then the company has done fewer acquisitions that have generally added to its existing services lines and geographic positions, while still using transactions to enter additional basins like the Marcellus Shale through the October 2008 acquisition of Appalachian Well Services. Complete appears to have successfully integrated its acquisitions to date and its operating results held up well in comparison to peers during the weaker conditions in the second half of 2007 and early 2008, indicating a business profile consistent with a Ba3 rating. The company's ratings are restrained by its exposure to the drilling cycle, which drives over two-thirds of its revenues. Complete's Ba3 rating also reflects its smaller size and market position in many of its service lines compared to the major oilfield services companies. The company's long-term strategy continues to include being an active participant in industry consolidation, which is necessary for enhancing its competitive position but entails valuation and integration risk. Moody's last rating action on Complete dates from October 27, 2008 at which time Moody's placed Complete's ratings on review for possible upgrade. Complete Production Services, Inc., headquartered in Houston, Texas, is a provider of oilfield services and products for oil and gas companies. CONNELLY BILLIARD: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Connelly Billiard Manufacturing, Inc. 1440 S. Euclid Ave. Tucson, AZ 85713 Tel: (800) 861-8619 Fax: (520) 624-0077 Bankruptcy Case No.: 08-18189 Chapter 11 Petition Date: December 16, 2008 Court: District of Arizona (Tucson) Judge: James M. Marlar Company Description: The Debtor manufactures and sells billiard tables and equipment. See: http://www.connellybilliards.com/default.asp Debtor's Counsel: Scott D. Gibson, Esq. Gibson, Nakamura & Green, PLLC 2329 N Tucson Blvd. Tucson, AZ 85716 Tel: 520-722-2600 Fax: 520-722-0400 Email: SGibson@gnglaw.com Estimated Assets: $1,000,001 to $100,000,000 Estimated Debts: $1,000,001 to $100,000,000 The petition was signed by Craig Connelly, CEO of the company. The Debtor did not file a list of 20 largest unsecured creditors. CONVEY COMMUNICATIONS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Convey Communications, Inc. 6650 Gunpark Dr., Suite 100 Boulder, CO 80301 Tel: (303) 652-0103 Fax:(303) 652-3452 Bankruptcy Case No.: 08-30081 Chapter 11 Petition Date: December 16, 2008 Court: District of Colorado (Denver) Judge: Elizabeth Brown Company Description: The Debtor provides cellular phone services. Debtor's Counsel: Jeffrey Weinman, Esq. 730 17th St., Ste. 240 Denver, CO 80202 Tel: (303) 572-1010 Email: jweinman@epitrustee.com Estimated Assets: $0 to 50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by William Becker, CEO of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/cb08-30081.pdf CORNERSTONE PARK: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Cornerstone Park Development, LLC aka Grace Development LLC 322 NW Sixth Ave, #100 Portland, OR 97209 Tel: (503) 222-0552 Bankruptcy Case No.: 08-36933 Chapter 11 Petition Date: December 16, 2008 Court: District of Oregon Judge: Randall L. Dunn Debtor's Counsel: Kevin J. McKearney, Esq. 322 NW Sixth Ave #100 Portland, OR 97209 Tel. (503) 222-0522 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by David R. Ambrose, manager of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ob08-36933.pdf DANA HOLDING: S&P Downgrades Corporate Credit Rating to 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said it has lowered its ratings on Toledo, Ohio-based Dana Holding Corp., including the corporate credit rating, which was lowered to 'B' from 'B+'. The ratings were also removed from CreditWatch, where they had been placed with negative implications on Nov. 13, 2008. The outlook is negative. "The downgrade reflects our view that very weak market conditions in most of its business segments in 2009 will hinder the company's post-bankruptcy restructuring efforts," said Standard & Poor's credit analyst Nancy Messer. "We expect revenues to be reduced by weak auto sales and production in North America, weak auto sales in Europe, and the U.S. recession, which has stalled the recovery of commercial truck sales. Lacking an expanding revenue base, S&P believe the benefit from Dana's ongoing initiative to optimize its manufacturing footprint will fall short of S&P's previous near- term expectations," she continued. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. In 2008, lower automaker production volumes, resulting from deteriorated vehicle demand in North America and Europe, and shifts in consumer preference reduced Dana's financial results. In addition, the company absorbed higher commodity costs than expected in 2008. Low production volumes and an unfavorable product mix more than offset the benefit of improved pricing negotiated on certain automaker contracts during bankruptcy. Third-quarter earnings were, therefore, very weak. S&P expects free cash flow to be negative in 2008 and 2009, after capital spending, and leverage to remain high at year-end 2009. The rating reflects Dana's vulnerable business risk profile and highly leveraged financial risk profile as a significant participant in the global automotive market, manufacturing under- the-vehicle products such as axles, driveshafts, and other structural, sealing, and thermal products. Dana's customers are original equipment manufacturers of vehicles in the light-vehicle, heavy-duty commercial, and heavy off-road markets. Although the three Michigan-based OEMs account for about 27% of Dana's global sales, its axle and driveshaft businesses depend substantially on continued business from Ford Motor Co., which has reduced production volumes significantly for the first quarter of 2009. Dana has significant exposure to light trucks and SUVs, the sales of which have fallen dramatically, particularly in 2008, as consumer sentiment has shifted to passenger cars in response to volatile gasoline prices. The outlook on Dana is negative. S&P could lower the ratings if Dana's liquidity begins to tighten because of greater cash use than expected or weak EBITDA caused by increased severity or duration of adverse market conditions. In S&P's opinion, Dana needs to achieve adjusted EBITDA of $500 million annually for the rating, given its pension- and lease-adjusted total debt of $2.5 billion. S&P does not expect the company to pursue transforming acquisitions or large dividend payouts that could pressure credit ratios in the year ahead. S&P is unlikely to revise the outlook to stable in the next year because S&P does not expect market conditions to improve materially. DAVID HEYES: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: David L. Heyes and Paula R. Heyes P.O. Box 167 Minocqua, WI 54548 Bankruptcy Case No.: 09-10091 Chapter 11 Petition Date: January 9, 2009 Court: Western District of Wisconsin (Eau Claire) Judge: Thomas S. Utschig Debtor's Counsel: Leonard G. Leverson, Esq. lgl@levmetz.com 225 E. Mason Street, Suite 100 Milwaukee, WI 53202 Tel: (414) 271-8500 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 ------ --------------- ------------ Michigan Dept. of Revenue income tax $250,000 P.O. Box 30774 Lansing, MI 48909-8274 Tel: (800) 827-4000 The Equitable Bank guarantee of real $250,000 2290 Mayfair Road estate mortgage - Wauwatosa, WI 53226 Cornell John Wilhm note $245,000 5020 Clark Road #513 Sarasota, FL 34233 Aspen Real Estate Advisors personal $205,841 guarantee of real estate commission - 325 WALP Principal Capital LLC guarantee of $150,000 real estate mortgage loan BRIC Executive National City Bank guarantee of $135,000 contingent lines of credit Shane Rolls guarantee of note $100,000 - Jackson Green Steve Prati guarantee of note $100,000 Warren Crews guarantee of note $100,000 Don Schweda buyout of $100,000 partnership Washington Mutual Card revolving charge; $19,319 also 5418-2780- 0001-6276 Discover Card revolving charge $17,048 Grand Praire Capital guarantee of loan $15,000 fee (Puritan-BRIC executive) Chase Card Services revolving charge $14,390 HSBC revolving charge $4,774 AT&T Universal Card revolving charge $6,663 Indiana Dept. of Revenue income tax $1,187 Arthur Goldner & Associates personal unknown guarantee of master lease BRIC executive Key Bank Real Estate Capital guarantee of real unknown estate mortgage Jackson Green LLC The petition was signed by David L. Heyes and Paula R. Heyes, debtor and co-debtor. DETROIT RETIREMENT: Moody's Cuts Rating on $500MM Debt to 'Ba2' --------------------------------------------------------------- Moody's Investors Service has downgraded the rating to Ba2 from Baa3 on the city's $530 million of outstanding debt secured by the city's general obligation unlimited tax pledge and has downgraded the rating to Ba3 from Ba1 on the city's $355 million of outstanding debt secured by the city's general obligation limited tax pledge. Moody's has also downgraded to Ba2 from Baa3 the rating on the Detroit Retirement Systems Funding Trust 2005's $536 million of outstanding Taxable Certificates of Participation, Series 2005A, and on the Detroit Retirement Systems Funding Trust 2006's $954 million of outstanding Taxable Certificates of Participation, Series 2006A and Series 2006B. The Certificates are secured by the city's unconditional contractual obligation to pay debt service, which is not subject to annual appropriation. At the same time, Moody's has downgraded to Baa3 from Aa3 the Global Scale Rating assigned to the Detroit Retirement Systems Funding Trusts' outstanding Certificates of Participation Series 2005A, Series 2006A and Series 2006B. All ratings have also been placed on Watchlist for further downgrade. The rating downgrades reflect the city's continued significant negative General Fund balances and projections that the city will not meet its objective of eliminating the accumulated deficits in the near term; limited financial information evidenced by delayed financial reporting; and regional economic deterioration which will likely present continued revenue pressures for the city in both the near and long term. The city's weakened financial position has necessitated an increased reliance on short-term borrowing for cashflow purposes which is likely to be increasingly difficult in the current credit environment. The Watchlist for further downgrade reflects the potential short-term liquidity risk resulting from the possible termination of the swap agreements related to the Detroit Retirement Systems Funding Trust Certificates of Participation Series 2006B and the fact that city could be required to make $400 million in termination payments in 30 days. Weak General Fund Position; Plans To Eliminate Deficit In Near Term Not Expected To Be Achieved While total General Fund revenues (before transfers) have increased modestly in recent years, the city's failure to limit expenditure growth produced a series of sizable operating deficits. From fiscal 1999 through audited fiscal 2006, the General Fund balance declined from a positive $206 million, or 13% of General Fund revenue, as recently as fiscal 2002, to negative $107.2 million (or -7.2% of General Fund revenues) in fiscal 2006. At the end of fiscal 2006, the unreserved, undesignated General Fund balance stood at negative $174 million, or a -11.7% of General Fund revenue. Ongoing budget pressures are partially the result of declines in two of the city's largest General Fund revenue streams, distributable state aid and municipal income taxes. Distributable state aid, 19% of fiscal 2006 General Fund revenue, has been reduced, falling from a high of $333.8 million in fiscal 2002 to $279.5 million in fiscal 2006. This line-item was budgeted by the state for further reductions in fiscal 2007 and fiscal 2008. Reflecting continued economic weakness (unemployment was 17% in November 2008), municipal income tax receipts, 19% of fiscal 2006 General Fund revenue, have declined since 2002. Other revenue streams, most notably wagering taxes, grew during this time period. Casino wagering taxes and fees increased from $109 million in fiscal 2002 to $157 million in fiscal 2006, although the sustainability of continued growth at this rate is uncertain. In efforts to restore structural balance and rebuild reserves, the city has implemented a variety of one-time revenues and made organizational changes over the last several fiscal years. Actions reportedly include sale of assets, personal property tax audit, switching to a garbage collection fee from a property tax millage, savings from the pension refinancing, department-wide cuts and layoffs, and salary and healthcare concessions. But many of these were actions offset by some unfavorable variances (including one-time costs associated with the layoffs and health care concessions not being achieved when budgeted). The sale of the tunnel between the city and the city of Windsor for an estimated $75 million, which was scheduled to be completed in fiscal 2008, has been delayed repeatedly. The 2008 budget also included the sale of land of between $22 million and $30 million to the city's Water Department. As recently as May 2008, the city had projected the elimination of the accumulated General Fund deficit by the close of fiscal 2008. However, as a result of the unfavorable budget variances described above and continued revenue shortfalls, the city has revised projections to include continued deficit balances. Officials now project an unreserved General Fund balance of at least a negative $100 million at the close of fiscal 2007, fiscal 2008 and fiscal 2009. While Moody's believes that management will continue to work to eliminate the persistent General Fund deficits, considerable challenges remain. Reliance On Short-Term Borrowing For Cash Flow Needs Increasing; Ability To Access Market In Current Environment Uncertain The city has issued both Revenue Anticipation Notes and Tax Anticipation Notes for cash flow purposes in fiscal 2006 through fiscal 2009. Officials report that they expect a larger short- term issuance in the coming months to support cash flow needs in fiscal 2010, indicating a weakening cash position. Should current credit market conditions continue, the city's ability to access credit markets will likely be more difficult than for previous borrowings. This trend of over-dependence on short-term borrowing for cash flow purposes represents a significant credit weakness. Delayed Financial Reporting Continues; Limited Financial Information Available The release of the city's fiscal 2006 audited financial statement was significantly delayed. Due to be published no later that six months after the close of the fiscal year on June 30th per state law, the final statement was published 14 months late in February 2008. The fiscal 2006 audit included an unqualified independent auditors' report with exception to a reference to the unaudited financial statements of the Detroit Public Library. The auditors also provided the city with a supplemental second document which noted certain "Reportable Conditions" involving the city's internal control over financial reporting and operations including 22 conditions it considered material. Officials report that the city has developed and begun executing plans to address the concerns identified. The final audited financial statements for fiscal 2007 are also delayed; due in December 2007, the city recently revised its expected release date from November 2008 to February 2009. Audited financial statements for fiscal 2008, are now slated for August 2009. Officials expect statements for fiscal 2009 to be published on time, but its ability to achieve this target is uncertain. Significant delays in financial reporting have made assessing the city's financial condition challenging. Political distractions and the change in administration have also made it difficult to obtain other financial information from the city. While the new administration has recently made notable efforts in this area, a consistent pattern of substantive disclosure has yet to be established. Weak Demographic Trends Persist; Further Pressured By Current Economic Conditions Despite some positive developments and diversification of Detroit's economy, the city's economic and demographic profile remains one of the weakest in the nation. Although the recent expansion of casinos and the healthcare sector are important in providing a measure of diversity to the city's tax base, the challenges of the corporate domestic auto manufacturing sector continue to dominate the regional economy. While Detroit is home primarily to research and development and non-manufacturing jobs, its tax base and economic well-being remains vulnerable to this sector. Both Chrysler (Corporate Family rating Ca negative outlook), the city's top tax payer at 7.6% of the city's taxable valuation, and General Motors (Corporate Family rating Ca negative outlook), the city's third largest tax payer at 3.5% of the city's taxable valuation, continue to remain a large presence within the city. Even if the automakers' facilities in the city limits are not closed or downsized, the city will likely suffer disproportionately as industry cutbacks throughout the metropolitan area ripple through the economy. Over the past five decades, Detroit's population has fallen by nearly half. Despite a labor force which has declined from 633,000 (in 1980) to 322,215 (June 2006), unemployment levels have remained persistently high. Unemployment increased more rapidly in 2008 (17% in November 2008, compared to 9.1% state and 6.5% national rates) and is expected to continue to grow higher in the coming year. Since 1980, the city's lowest annual unemployment figure was 6.6%, achieved in 2000, compared to 3.6% state and 4.0% nationally that same year. Evidence of economic challenge is also found in the metro area's rate of home foreclosures which is among the highest in the country and poverty rates that persist at rates more than twice the state average. Wealth indicators have generally declined since 1970 (per capita income was 95% of the state average) compared to the 2000 census (PCI equaled 66.4% of the state average). High Debt Burden When considering the city's general obligation debt alone, the city's debt burden is quite high at 8.8% (direct debt burden is 3.3%). Favorably, general obligation limited tax debt has remained relatively flat in recent years with an aggressive amortization schedule through fiscal 2009. This could provide for some operating relief, as the limited tax debt effectively competes (on a first lien basis) with operating expenditures. When accounting for the $1.49 billion pension COP's, the debt burden increases to 14.1%, but Moody's recognizes that this reflects the shift from UAAL to fixed obligations outstanding. The Detroit Retirement Systems Funding Trust 2005 and Detroit Retirement Systems Funding Trust 2006 issued Certificates of Participation to fund the city's unfunded accrued actuarial liability for its pension systems. The certificates are payable solely from all COP Service Payments, pursuant to Service Contracts with the city. The city's unconditional obligation to pay all COP Service Payments is contractual, and not subject to appropriation. Should an event of insufficient payment on the COP's occur, the courts can compel the city to raise the payment of any judgment through the levy of taxes, which would not be limited as to rate or amount. The certificates are floating rate notes for which the city pays an adjustable interest rate tied to the LIBOR index to certificateholders and for which there is no put option. In conjunction with the issuance of the certificates, the City of Detroit entered into floating to fixed rate insured swap agreements with UBS AG (LT Issuer rating Aa2) and Siebert, Brandford, Shank & Co. Together, as of September 30, 2008, the combined mark-to-market valuation on the COP swap agreements was approximately $134 million payable to counterparties upon termination, although more recent estimates from the city are nearly three times that figure at close to $400 million. The swap payments are currently insured by Syncora Guarantee Inc. (financial strength rating Caa1/rating on review) and Financial Guaranty Insurance Co. (financial strength rating Caa1/negative outlook). The swap agreements allow the counterparty to terminate the agreement early upon the system's rating of the COP debt being withdrawn, suspended or downgraded below Baa3 (or equivalent) by one of two rating agencies when the swap insurer's rating falls below an A3 (or equivalent) by one of two rating agencies. These conditions were recently met. Watchlist For Further Downgrade The Watchlist for further downgrade reflects the short-term risk to liquidity resulting from the possible termination of the swap agreements related to The Detroit Retirement Systems Funding Trust Certificates of Participation Series 2006B. Conditions of early termination of the agreements were recently met. Although no notices of termination from the counterparties have been issued to date, the remedies allow for termination no less than 30 days from date of such notice if and when it is delivered to the city. Importantly, immediate termination of one or more the agreements could present an immediate draw on unrestricted liquidity that is insufficient to meet such demands. The latest estimate of the total amount the city's liability is roughly $400 million, yet this figure fluctuates significantly with the current instability of the market and the changes in LIBOR. The fixed rate paid on the various portions averages to 6.2% set against LIBOR. The city is in negotiations with the counterparties in hope of finding a workable solution for all parties. What Could Change The Rating Up - Material operating surpluses, achieved through financial structurally balanced solutions that will carry forward to future budgets - Sustained economic improvement coupled with revenue enhancements - A material improvement in the city's unrestricted cash and investment position such that the city is less dependent on cash flow borrowing. What Could Change The Rating Down - Immediate termination of one or more swap agreements leading to sizeable draws on the city's already limited unrestricted liquidity - Revenue challenges that continue to exceed expenditure (and alternate revenue) solutions - Continued operating deficits leading to heightened cash-flow weakness - Further increase of the city's leveraged position - Economic performance which would be unable to sustain revenue growth or revenue stability Key Statistics: -- Full valuation: $28.2 billion -- Full value per capita: $32,403 -- Estimated 2006 population: 871,121 (8.4% decline from 2000) -- Unemployment (11/08): 17% (compared to 9.1% state and 6.5% national rates) -- Top three property tax payers as a % of total: 14.6% -- Debt burden: 14.1% (includes pension COP's) -- Fiscal 2006 General Fund balance: deficit $107.2 million (- 7.2% of General Fund revenues) -- Fiscal 2006 Undesignated General Fund balance: deficit -- $173.7 million (-11.7% of General Fund revenues) The revised Global Scale Rating assigned to the Certificates of Participation is comparable to ratings assigned to other issuers of similar credit risk given an assessment of i) the business risk and competitive position of the issuer versus others within its industry or sector, ii) the capital structure and financial risk of the issuer, iii) the projected performance of the issuer over the near to intermediate term, iv) the issuer's history of achieving consistent operating performance and meeting budget or financial plan goals, v) the nature of the dedicated revenue stream pledged to the bonds, vi) the debt service coverage provided by such revenue stream, vii) the legal structure that documents the revenue stream and the source of payment, and viii) the issuer's management and governance structure related to payment. The last rating action regarding the city's general obligation debt and the COPs was on May 29, 2008 when the city's GOULT rating was downgraded to Baa3 from Baa2; the city's GOLT rating was downgraded to Ba1 from Baa3; and the ratings on the Detroit Retirement Systems Funding Trust 2005 and Detroit Retirement Systems Funding Trust 2006 Certificates of Participation were downgraded to Baa3 from Baa2. The last rating action regarding the Global Scale Rating was on March 1, 2007 when the rating was downgraded to Aa3 from Aa2. DUKE FUNDING: S&P Junks Rating on $1.294 Mil. Class A-1 Notes ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on the class A-1 notes issued by Duke Funding High Grade IV Ltd. to 'CCC' from 'B+' and removed it from CreditWatch, where it was placed with negative implications on Oct. 6, 2008. Duke Funding High Grade IV Ltd. is a high-grade structured finance collateralized debt obligation transaction that was originated in January 2006. The lowered rating reflects the negative migration in the credit quality of the underlying collateral and the increase in defaults since S&P's last rating action in October 2008. Based on the Nov. 30, 2008, trustee report, 14.61% of the assets in the portfolio ($217.5 million) have defaulted, up from 2.68% ($39.9 million) as of the July 30, 2008, trustee report. Over the same period, the percentage of speculative-grade assets in the portfolio has increased by 14.08% ($209.7 million). On Dec. 5, 2008, the majority of the class A-1 noteholders for Duke Funding High Grade IV Ltd. (the controlling class under the terms of the transaction's indenture) directed the trustee to accelerate the maturity of all of the notes in accordance with section 5.2(a) of the indenture, following an event of default under section 5.1(h) of the indenture. Upon the declaration of acceleration, the remaining available cash (net of specified expenses and class A-1 interest) is being diverted to pay down the principal of class A-1, which has paid down approximately 1.34% ($17.6 million) of its principal outstanding balance since issuance. Rating Lowered And Removed From Creditwatch Negative Duke Funding High Grade IV Ltd. Rating ------ Class To From Current balance (mil. $) ----- -- ---- ------------------------ A-1 CCC B+/Watch Neg 1,294.908 Other Outstanding Ratings Duke Funding High Grade IV Ltd. Class Rating Current balance (mil. $) ----- ------ ------------------------ A-2 CC 61.500 B-1 CC 22.500 B-2 CC 19.500 C-1 CC 27.889 C-2 CC 27.931 D CC 12.540 Transaction Information ----------------------- Issuer: Duke Funding High Grade IV Ltd. Co-issuer: Duke Funding High Grade IV LLC Collateral manager: Duke Funding Management LLC Underwriter: Wachovia Securities Inc. Trustee: JPMorgan Chase Bank N.A. EDDIE WIGGINS: Closes Buick Pontiac GMC Dealership -------------------------------------------------- Chuck Thompson at Macon.com reports that Eddie Wiggins said that he has closed his Buick Pontiac GMC dealership on Russell Parkway and that he won't reopen it. According to Macon.com, Mr. Wiggins said that he reached an agreement Friday with General Motors and GMAC LLC to go out of business. Mr. Wiggins, Macon.com relates, said that GM and GMAC agreed to take control of the new and used car inventory and absolve him of any financial liability in liquidating it if he would agree to close. GM will take back the new cars and re-distribute them to other dealers to sell, while GMAC agreed to offer the used cars to other dealers or sell them, Macon.com states, citing Mr. Wiggins. Macon.com quoted Mr. Wiggins as saying, "What they do is go through the sale, and everyone knows it's a fire sale and they don't draw near what they are worth or you have in them. I didn't want to be liable for the deficiencies, so we filed bankruptcy to have time to try to sell them ourselves." Mr. Wiggins, according to Macon.com, estimated that he had about $4 million in new cars and $1 million in used cars in his inventory. Mr. Wiggins said that he and some office employees will continue to work a few hours each day to complete paperwork on transactions made before he closed, Macon.com reports. Eddie Wiggins -- http://www.eddiewiggins.com-- is a car dealer based in Warner Robins, Georgia. As reported by the Troubled Company Reporter on Jan. 5, 2009, Eddie Wiggins said that he filed for Chapter 11 bankruptcy protection. ELAN CORPORATION: Plans for Alternatives Won't Affect Moody's B3 ---------------------------------------------------------------- Moody's Investors Service commented that the recent announcement by Elan Corporation, plc that it is reviewing strategic alternatives does not have any effect on the B3 Corporate Family Rating or positive rating outlook. Moody's last rating action on Elan was a change in the rating outlook to positive from stable on February 26, 2008. Elan Corporation, plc is a specialty biopharmaceutical company headquartered in Dublin Ireland, with areas of expertise in neurological and autoimmune disease, and drug delivery technology. For the first nine months of 2008, Elan reported total revenue of $541 million. ESCARENT ENTITIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Escarent Entities, L.P. 2101 North Mechanic Street El Campo, TX 77437 Bankruptcy Case No.: 09-50079 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Margaret Devlin-Weinheimer 08-51429 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King 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 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb09-50079.pdf The petition was signed by Edmund A. Weinheimer, Jr., President, Simeon Development, LLC, General Partner. ETOWAH RIVER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Etowah River Group, LLC c/o Steve Anderson 35 Hidden Creek Road, Suite 102 Jasper, GA 30143 Tel: (877) 262-3505 Bankruptcy Case No.: 09-60549 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Atlanta) Company Description: Etowah River Group, LLC, owns the Riverview apartments, a retirement community on the banks of the Etowah River. Debtor's Counsel: William L. Rothschild Ellenberg, Ogier, Rothschild & Rosenfeld 170 Mitchell Street, S.W. Atlanta, GA 30303-3424 Tel: (404) 525-4000 Email: br@eorlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Steve Anderson, managing member of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-60549.pdf FAITH EMPOWERED: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Faith Empowered, LLC 11205 Bellaire Blvd, Suite B-33 Houston, TX 77072 Bankruptcy Case No.: 09-30173 Chapter 11 Petition Date: January 5, 2009 Court: Southern District of Texas (Houston) Judge: Letitia Z. Clark Debtor's Counsel: Kelley Austin 416 Westheimer Houston, TX 77006 Tel: (713) 623-8200 Fax: 713-456-2633 Email: kwilson@akl-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Charles L. Jackson, manager of the company. The Debtor did not file a list of 20 largest unsecured creditors. FALCON RIDGE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Falcon Ridge Investment Co., LLC aka Falcon Ridge Townhouses, LLC 71 Washington Street Reno, NV 89503 Bankruptcy Case No.: 09-50016 Chapter 11 Petition Date: January 6, 2009 Court: District of Nevada (Reno) Debtor's Counsel: Jeffrey L. Hartman notices@bankruptcyreno.com Hartman & Hartman 510 West Plumb Lane, Suite B Reno, NV 89509 Tel: (775) 324-2800 Fax: (775) 324-1818 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Charles Dornbach, managing member of the company. The Debtor did not file a list of 20 largest unsecured creditors. FIRSTLIGHT RESOURCES: Fitch Affirms Issuer Default Rating at 'B+' ----------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating and/or outstanding debt ratings of FirstLight Power Resources and FirstLight Hydro Generating Co following the acquisition of FirstLight Power Enterprises, Inc. by GDF Suez Energy North America on Dec. 26, 2008. The Rating Outlook for all ratings is Stable. FirstLight Power Resources -- IDR affirmed at 'B+'; -- First lien credit facilities affirmed at 'BB/RR2'; -- Second lien credit facilities affirmed at 'B/RR5'. FirstLight Hydro Generating Company -- Senior secured bonds affirmed at 'BBB-'. Although Fitch views the acquisition by GSENA favorably, Fitch understands that there has been no change in credit profile of FLHGC and FLPR that would necessitate altering the existing credit rating. The current rating reflects the stand alone credit quality of the FLHGC and FLPR. FLHGC's assets consist mainly of a portfolio of wholly owned, hydroelectric generation assets located in Connecticut and Massachusetts. Northfield Mountain, a nominal 1,080 MW pumped storage facility, is the flagship of the portfolio. The remaining assets consist of 12 conventional hydroelectric plants representing 195 MW and one 21 MW combustion turbine. FLPR assets consist of Mt Tom, a 146 MW coal fired facility, and FLHGC. GARY LORGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Gary Thomas Lorge P.O. Box 382 Seaside, OR 97138 Bankruptcy Case No.: 09-30010 Chapter 11 Petition Date: January 2, 2009 Court: United States Bankruptcy Court District of Oregon Judge: Elizabeth L. Perris Debtor's Counsel: Ted A. Troutman, Esq. 16100 NW Cornell Road, #200 Beaverton, OR 97006 Tel: (503) 292-6788 Email: tedtroutman@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/orb09-30010.pdf The petition was signed by Gary Thomas Lorge. GANNETT CO: Non-Unionized Employees to Take Unpaid Leave -------------------------------------------------------- Kelly Nolan at The Wall Street Journal reports that Gannett Co. said that it has asked U.S. non-unionized workers to take a week of unpaid leave this quarter. WSJ quoted Gannett CEO and Chairperson Craig Dubow as saying, "We are doing this to preserve our operations and continue to deliver for our customers while confronting the issues raised by some of the most difficult economic conditions we have ever experienced." According to WSJ, Mr. Dubow said that most of Gannett's U.S. employees, including him, would take five days unpaid leave sometime in the first quarter. Citing Mr. Gannett, WSJ states that employees in unions will also be asked to participate in the furlough. About Gannett Co. Inc. Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) -- http://www.gannett.com/-- is an international news and information company. In the United States, the company publishes 85 daily newspapers, including USA TODAY, and nearly 900 non-daily publications. Along with each of its daily newspapers, the company operates Websites offering news, information and advertising that is customized for the market served and integrated with its publishing operations. Newspaper publishing operations in the United Kingdom, operating as Newsquest, include 17 paid-for daily newspapers, almost 300 non-daily publications, locally integrated Websites and classified business Websites with national reach. The company has two segments: newspaper publishing and broadcasting. GLOBAL AUTHENTICATION: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Global Authentication, Inc. 15641 Redhill Ave. Tustin, CA 92780-7323 Tel. 949-366-9500 Fax: 949-498-5390 Bankruptcy Case No.: 08-18315 Chapter 11 Petition Date: December 16, 2008 Court: Central District of California (Santa Ana) Judge: Robert N. Kwan Company Description: Global Authentication provides consumer protection and value preservation for consumers, dealers, collectors and charities by verifying the quality and originality of trading cards, autographed sports and entertainment memorabilia. See: http://www.gacard.net/ Debtor's Counsel: Mark H Galyean, Esq. The Galyean Law Group 4630 Campus Drive Newport Beach, CA 92660 Tel: (310) 420-3541 Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $100,000,000 The petition was signed by Milton C. Ault, III, Chairman and CEO of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ccb08-18315.pdf GOODY'S FAMILY: Returns to Bankruptcy Court to Liquidate Assets --------------------------------------------------------------- Goody's LLC, formerly known as Goody's Family Clothing, Inc., and 13 affiliates are back in bankruptcy, seeking Chapter 11 protection in the U.S. Bankruptcy Court for the District of Delaware due to slumping sales. This is the second time Goody's has filed for Chapter 11, aiming to streamline operations and cut underperforming stores. Seven months ago, the company and 19 of its affiliates filed for Chapter 11 protection in Delaware. The company emerged from its first bankruptcy Oct. 20, 2008, after closing more than 70 stores. Bloomberg News reported, citing CFO David Peek, Goody's suppliers stopped shipping on credit after Thanksgiving. According to the report, monthly same-store sales since October fell four to six times more than the company had expected, dropping as much as 19 percent from 2007 levels. The net loss was $91 million for the 11 months through Jan. 3 on sales of $786 million, said Goody's, which has 282 stores. In its second bankruptcy petition, the company disclosed assets of $206 million against debt of $202 million as of Jan. 3, 2009. Debt includes a $29 million secured revolving credit with General Electric Commercial Capital as agent, and secured term loans of $10 million, $15 million and $20 million, Bloomberg reported. Goody's LLC has filed a list of 20 largest unsecured creditors. Quebecor World (USA) Inc., which has also sought creditor protection in the U.S. and Canada, is the largest unsecured creditor, with a $1.4 million claim. As reported in yesterday's Troubled Company Reporter, Corsicana Daily Sun reported that Goody's Family would sell all of its 287 stores during the bankruptcy proceedings. Bloomberg's Bill Rochelle notes that Goody's isn't the only retailer returning to Chapter 11 so quickly. He recounts the new owners of the 173-store casual apparel retailer Steve & Barry's put the business back in bankruptcy less than three months after purchasing the operation. Home-entertainment retailer Tweeter, he added, didn't survive four months outside Chapter 11. About Goody's Family Headquartered in Knoxville, Tennessee, Goody's Family Clothing Inc. -- http://www.shopgoodys.com/-- operates chains of clothing stores. The company is owned by Goody's Holdings Inc., a non- debtor entity. As of May 31, 2008, the company operated 355 stores in several states with approximately 9,868 personnel of which 170 employees are covered under a collective bargaining agreement. The company and 19 of its affiliates filed for Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings, Esq., at Bass, Berry & Sims PLC, represented the Debtors. The Debtors selected Logan and Company Inc. as their claims agent. The company emerged from bankruptcy Oct. 20, 2008, after closing more than 70 stores. GOODY'S LLC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Goody's, LLC 1209 Orange Street Wilmington, DE 19801 Bankruptcy Case No.: 09-10124 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- New SYDOOG LLC 09-10125 New Trebor of TN, LLC 09-10126 New GOFAMCLO LLC 09-10127 New Goodys Giftco, LLC 09-10128 New Goody's MS, L.P. 09-10129 New GFCTX, L.P. 09-10130 New Goodys IN, L.P. 09-10131 New GFCTN, L.P. 09-10132 New GFCGA, L.P. 09-10133 New Goody's ARDC, L.P 09-10134 New Goody's Retail MS, L.P. 09-10135 New Goody's TNDC, L.P. 09-10136 New Goody's Holding TN, LLC 09-10137 Related Information: The Debtors operate a chain of clothing stores. On June 9, 2008, 20 Goody's related entities filed for Chapter 11 protection, which are administratively consolidated under Case No. 08-11133. Their Chapter 11 plan of reorganization was confirmed on Oct. 7, 2008. See: http://www.shopgoodys.com Chapter 11 Petition Date: January 13, 2009 Court: District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtor's Counsel: M. Blake Cleary, Esq. bankfilings@ycst.com Young, Conaway, Stargatt & Taylor LLP 1000 West Street, 17th Floor P. O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-1253 Special Counsel: Bass Berry & Sims PLC and Skadden Arps Slate Meagher & Flom LLP Financial Advisor: FTI Consulting Inc. Liquidation Agent: Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Quebecor World (USA) Inc. trade $1,423,625 PO Box 98668 Chicago, IL 60693-8668 Tel: (847) 839-1260 Fax: (847) 839-1058 Triangles S.C. LLC trade $1,165,677 84 Harbor Drive Jersey City, NJ 07305 Tel: (201) 451-4375 Fax: (201) 526-0160 Lee Company trade $920,614 PO Box 75646 Charlotte, NC 28275 Tel: (336) 424-6000 Fax: (336) 424-7668 All Star Apparel trade $887,521 204 W. Spear St. #2430 Carson City, NV 89703 Tel: (858) 205-7827 Fax: (858) 225-3544 Alfred Dunner Inc. trade $884,292 1411 Broadway, 36th floor New York, NY 10018 Inter-Asia Sourcing Ltd. trade $758,288 11/F Winful Industrial Bldg. 15-17 Tai Yip St. Kwun Tong Kowloon, Hong Kong Tel: (212) 239-4243 Fax: (212) 504-3081 Shinsung Tongsang Co. Ltd. trade $754,194 13 Fl. Yen Sae-Bongrae Bldg. 48-3 Bongraedong 1-Ga Seoul, S. Korea Tel: 82-2-3709-9000 Fax: 82-2-3433-3651 CHAPS/WARNCO trade $626,247 250 Spring Street, Ste. 12S351 Atlanta, GA 30303 Tel: (404) 581-0566 Fax: (404) 659-0632 Hybrid trade $593,197 Promotions LLC 10711 Walker Street Cypress, CA Tel: (714) 952-3866 Fax: (562) 906-4656 Capellli of New York trade $552,352 245 Secaucus Road Secaucus, NJ 07094 Tel: (212) 684-3344 Fax: (212) 686-4895 Z-Ply Corporation trade $519,539 209 West 40th Street 6th Floor New York, NY 10018 Tel: (212) 398-7011 Fax: (212) 398-7647 Lesotho Precious Garments trade $471,672 Ltd. MJ Fashions/Hypnotik trade $458,358 Logo Chair trade $443,270 BSA Fashions Ltd. trade $440,181 Russell Athletic Sportswear trade $436,095 Active Frontier trade $425,836 Kukdong Corporation trade $422,700 Idea Nuova trade $389,562 Hanbo trade $388,479 J. America trade $370,818 Hanrimtex trade $357,645 Al Amin Exports trade $346,007 At Last/Shahi International trade $318,430 ACI Licensing LLC trade $312,500 Takeout/Spicy Clothing trade $311,374 Alarmex Holdings LLC trade $309,303 Golden Touch trade $307,185 Wing Tai trade $300,089 The petition was signed by assistant secretary Regis J. Hebbeler. GOODY'S FAMILY: Will Close Lincoln Store on January 22 ------------------------------------------------------ Citing officials, Pantagraph.com reports that the Goody's Family Clothing Inc. store on Woodlawn Road in Lincoln will be closed starting Jan. 22, 2009. Pantagraph.com relates that the Lincoln store was opened in February 2004. It has 20 workers, says the report. As reported by the Troubled Company Reporter on Jan. 7, 2009, Goody's Family will liquidate its operations, closing its 282 stores. The liquidation has started and will end by March. The decision was made less than four months after Goody's Family emerged from Chapter 11 bankruptcy protection. Goody's Family is working with its vendors and its parent, PGDYS Lending LLC. About Goody's Family Headquartered in Knoxville, Tennessee, Goody's Family Clothing Inc. -- http://www.shopgoodys.com/-- operates chains of clothing stores. The company is owned by Goody's Holdings Inc., a non- debtor entity. GOTTSCHALKS INC: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Gottschalks Inc. has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. The company intends to file a variety of first day motions with the Court that, with Court approval, will allow it to continue to conduct business as usual without interruption. In collaboration with its advisors, Gottschalks has determined to pursue one or more options to create value for stakeholders, including a sale of its business or other transaction with a third-party investor through a process to be approved by the Court in order to attain the highest and best offer from interested parties. To fund its continuing operations during the reorganization process, Gottschalks has negotiated a $125 million debtor-in- possession (DIP) financing from a group of lenders led by GE Capital. Subject to court approval, Gottschalks will use the DIP credit facility to fund its working capital requirements, including employee wages and benefits, certain vendor payments and other operating expenses during the reorganization process. Gottschalks anticipates that the DIP credit facility will be sufficient to carry the company through the reorganization process. Gottschalks Chairperson and CEO Jim Famalette stated, "This was a very difficult, but necessary decision; however, we want to assure our employees and loyal customers that Gottschalks will be conducting business as usual. Gottschalks is very proud of its 104-year heritage and our culture as the 'hometown store' serving the communities where our stores operate. While we have aggressively pursued a number of important steps over the past year to improve our performance and reduce costs, the persistent challenges in the economy and recent unexpected reductions to our borrowing capacity as a result of tightening credit markets have left us with no other recourse than to pursue a sale of the company under Court approval in a Chapter 11 proceeding. The DIP financing will provide us with the additional flexibility to operate on a normalized basis as we conduct the sale process. We expect to proceed quickly and hopefully partner with a new owner that will continue to offer branded high quality merchandise and the special service that we have always provided to our customers." As is customary with public companies that have filed for Chapter 11, Gottschalks expects the OTC bulletin board to temporarily halt trading of the company's stock pending receipt of additional information on the company's financial condition and reorganization plans. Gottschalks will cooperate in providing any such information requested by the OTC bulletin board. The company's principal bankruptcy attorneys are O'Melveny & Myers LLP and Richards, Layton & Finger. Gottschalks' financial advisor is FTI Consulting and its investment bank is Financo. The company's claims agent is Kurtzman Carson Consultants. About Gottschalks Gottschalks is a regional department store chain, currently operating 58 department stores and three specialty apparel stores in six western states, including California (38), Washington (7), Alaska (5), Oregon (5), Nevada (1) and Idaho (2). Gottschalks offers better to moderate brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise. Gottschalks offers corporate information and selected merchandise on its website located at www.gottschalks.com. GOVERNOR'S ESTATE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Governor's Estate, LLC 524 S. Houston Lake Road, Suite B500 Warner Robins, GA 31088-9027 Bankruptcy Case No.: 09-50017 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Ward Stone, Jr., Esq. Stone & Baxter, LLP 577 Mulberry Street, Suite 800 Fickling and Co. Building Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 Email: wstone@stoneandbaxter.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gamb09-50017.pdf The petition was signed by Thomas C. Hollingsworth, Manager of the company. GREATER CORNERSTONE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Greater Cornerstone Baptist Church 8350 Forest Lane Dallas, TX 75243 Tel: 214-349-7701 Bankruptcy Case No.: 09-40076 Chapter 11 Petition Date: January 6, 2009 Court: Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Company Description: The Debtor operates a baptist church in Dallas. See: http://www.greatercornerstone.org/ Debtor's Counsel: Reedy Macque Spigner Spigner & Gallerson 555 Republic Drive, Suite 101 Plano, TX 75074 Tel: (972) 881-0581 Fax: (972)424-1309 Email: spigner@glocktech.net Total Assets: $5,217,200 Total Debts: $3,263,896 The petition was signed by David E. Wilson, pastor of the church. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/teb09-40076.pdf HABERSHAM DEVELOPMENTS: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Habersham Developments, LLC 584 Skyland Drive Cornelia, GA 30531 Tel: (770) 656-0420 Bankruptcy Case No.: 09-20039 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Gainesville) Debtor's Counsel: Anne L. Blitch, Esq. Duane Morris, LLP 1180 W. Peachtree Street, Suite 700 Atlanta, GA 30309-3448 Tel: (404) 253-6962 Email: alblitch@duanemorris.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 20 largest unsecured creditors. The petition was signed by Joseph Clark, President of the company. HAYES LEMMERZ: Fitch Downgrades Issuer Default Rating to 'B-' ------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings and outstanding debt ratings of Hayes Lemmerz International Inc. and subsidiaries: Hayes Lemmerz International, Inc. -- Issuer Default Rating to 'B-' from 'B'; HLI Operating Company, Inc. -- IDR to 'B-' from 'B'; -- Senior secured revolving credit facility to 'B+/RR2' from 'BB/RR1'; Hayes Lemmerz Finance - Luxembourg S.A. (European Holdco) -- IDR to 'B-' from 'B'; -- Senior secured revolving credit facility to 'B+/RR2' from 'BB/RR1'; -- Senior secured Euro synthetic LOC facility to 'B+/RR2' from 'BB/RR1'; -- Senior secured Euro term loan to 'B+/RR2' from 'BB/RR1'; -- Senior unsecured Euro notes to 'CCC/RR6' from 'B-/RR5'. All ratings remain on Rating Watch Negative (where they were originally placed on Dec. 11, 2008). Fitch's actions affect approximately $570 million of on balance sheet debt. The downgrades reflect ongoing market weakness in the automotive industry, particularly the significant decline in Europe, which is exhibiting a sharper drop than Fitch previously expected. The downgrades also reflect Fitch's concerns regarding HAYZ's ability to meet and maintain compliance with the tightening leverage covenant in the company's credit agreement, which is in the process of being renegotiated. The ratings remain on Rating Watch Negative as discussed in the Dec. 11, 2008 Fitch commentary. The Rating Watch Negative is also based on Fitch's concerns about the tightening covenants in HAYZ's credit facility and the ongoing negotiations to amend these covenants and possibly other elements of the credit agreement. As discussed in the aforementioned commentary, the Rating Watch Negative is based on the uncertain longer-term federal assistance for the U.S. OEMs and the impact of a potential bankruptcy filing by General Motors (and Fitch's view that this would be followed by a bankruptcy at Ford). Given its smaller profile, it is unlikely that a bankruptcy filing by Chrysler would have the same impact. The federal assistance plan for General Motors and Chrysler is a positive for the entire supply chain, solidifying production and the continued extension of trade credit into the first quarter of 2009. Although the plan forestalls the threat of immediate bankruptcy, Fitch views it as a temporary measure that does not materially improve the companies' potential for long-term viability. Fitch expects that the agreement will be significantly restructured and clarified in 2009 under a new administration and a new Congress. The short timeframe of the current agreement, the complexity of several components (competitive wage rates, VEBA funding, forced debt exchange) and the non-binding nature of the agreement provide significant room for definition or alteration. In the event of a General Motors bankruptcy, Fitch believes that the resulting contraction in auto production, the supply chain, trade credit and capital-access would cause widespread shutdowns and bankruptcies throughout the supply chain. Fitch notes that even if the OEMs avoid bankruptcy, major restructurings of their operations will occur, causing material changes in the operations of their Tier I suppliers. In the event of a General Motors bankruptcy, Fitch's prospective IDR for HAYZ could be 'CCC'. Europe accounts for approximately 58% of HAYZ's sales. Fitch expects global automotive market weakness to continue through 2009. From already weak 2008 levels, U.S. automotive sales are expected to decline 10.7% to 11.6 million units and Western European production is forecasted to be down 12% to 15%. Fitch estimates no material rebound in commercial truck volume next year in North America especially in the first half and commercial truck production in Western Europe to decline significantly. Fitch remains concerned with HAYZ's ability to meet and maintain its tightening leverage covenant. HAYZ is in the process of renegotiating its bank covenants this quarter, which is necessary but could also lead to increased leverage. HAYZ's senior secured credit facility net leverage covenant tightens from 3.5 times at Oct. 31, 2008 to 3.0x at the end of April 2009. The company reported 2.5x credit facility net leverage at the end of October. Additional ratings concerns include the possibility that additional weakness in the auto and commercial truck markets could pressure HAYZ's cash flow and margins in its current quarter and next year. To adjust to the volume declines HAYZ has reduced manufacturing costs, reduced SG&A expenses, and brought its capital expenditures down to maintenance levels. The ratings are supported by HAYZ's leading position in the global wheel market, geographic and customer diversity, and significant progress in restructuring operations. HAYZ has no significant debt maturities until 2014. Fitch has adjusted its recovery valuation of HAYZ to reflect the more severe market downturn. The analysis remains based on a going concern scenario rather than liquidation. Recovery ratings on the senior secured debt has been downgraded to 'RR2' (71%-90% recovery) from 'RR1' and the recovery ratings on HAYZ's senior unsecured Euro notes has been downgraded to 'RR6' (0%-10% recovery) from 'RR5'. Including the cash and marketable securities balance of $57 million, total liquidity at the end of HAYZ's third quarter on Oct. 31, 2008 was approximately $166 million. At quarter end, HAYZ had $16 million of borrowing under its $125 million secured revolver. As of October 31, Fitch calculates that HAYZ debt-to- LTM EBITDA remained virtually flat at 3.7 times, from 3.8x at the end of its fiscal year ending January 30. Fitch's calculated debt-to-EBITDA metric is more conservative than the company's reported debt-to-LTM adjusted EBITDA figure. HAYZ is the world's largest producer of automotive and commercial highway steel and aluminum wheels, having operations in 13 countries and approximately 7,500 employees. HAYZ is a wheels- focused company after divestures of its components segment businesses over the last several years. 96% of HAYZ 2007 fiscal year revenue came from global wheel sales and 80% of the company's revenue came from outside the U.S. HEATHERWOOD HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Heatherwood Holdings, LLC 400 St. Annes Drive Birmingham, AL 35244 Tel: (205) 991-7474 Bankruptcy Case No.: 09-00076 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Alabama (Birmingham) Judge: Tamara O. Mitchell Company Description: The Debtor owns and operates Heatherwood Country Club, an 18-hole regulation length golf course in Birmingham, Alabama. Debtor's Counsel: Steven D. Altmann Najjar Denaburg, P.C. 2125 Morris Avenue Birmingham, AL 35203 Tel: (205) 250-8466 Email: saltmann@najjar.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Jonathan L. Kimerling, manager of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/anb09-00076.pdf HEIGHTS VENTURE: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Heights Venture, Ltd. 1901 Taft St. Houston, TX 77006 Tel: (713) 522-9444 Bankruptcy Case No.: 09-30088 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Debtor's Counsel: Anthony Laurent Laporte, Esq. Hanszen Laporte 4309 Yoakum Houston, TX 77006 Tel: (713) 522-9444 Fax: (713) 524-2580 Email: alaporte@hanszenlaporte.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb09-30088.pdf The petition was signed by Thomas F. Noons, President of the company. HMSC CORP: S&P Downgrades Counterparty Credit Rating to 'B-' ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its counterparty credit rating on HMSC Corp., the intermediate holding company of Swett & Crawford Group Inc., to 'B-' from 'B'. The outlook is stable. At the same time, Standard & Poor's lowered its senior secured debt rating on HMSC's first-lien term loan to 'B-' (the same as the counterparty credit rating) from 'B'. The recovery rating on this debt remains unchanged at '3', indicating the expectation for meaningful (50%-70%) recovery in the event of a payment default. S&P also lowered its rating on the company's second-lien term loan to 'CCC' (two notches lower than the counterparty credit rating) from 'CCC+'. The recovery rating remains unchanged at '6', indicating the expectation for negligible (0%-10%) recovery in the event of a payment default. "The downgrade contemplates the company's high debt-servicing needs in conjunction with top-line pressure that may translate into another year of weak EBITDA fixed-charge coverage of about 1.5x, which is below our expectation of 1.9x," said Standard & Poor's credit analyst Tracy Dolin. "The rating actions also reflect our expectation for another year of competitive pricing, negative effects from the recession, and less financial flexibility." HYDRON TECHNOLOGIES: Auditor Raises Going Concern Doubt ------------------------------------------------------- Sherb & Co., LLP, in Boca Raton, Florida, in a letter dated January 12, 2009, to the Audit Committee of Hydron Technologies, Inc., expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheets of Hydron Technologies, Inc. as of September 30, 2008 and 2007 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for the for the year ended September 30, 2008 and the nine months ended September 30, 2007. "The company has experienced losses from operations in 2008 and 2007. These matters raise substantial doubt about the company's ability to continue as a going concern." As of September 30, 2008, the company's balance sheet showed total assets of $1,357,128, total liabilities of $490,920, minority interest in consolidated partnership of $185,653, and total shareholders' equity of $680,555. The company posted a net loss of $699,192 for the year ended September 30, 2008, compared with a net loss of $745,119 for the same period a year earlier. Through September 30, 2008, Hydron Technologies marketed a broad range of cosmetic and oral health care products, many using a moisture-attracting ingredient and a topical delivery system for active ingredients including pharmaceuticals. The company holds U.S. and international patents on, what management believes is, the only known cosmetically acceptable method to suspend the Hydron polymer in a stable emulsion for use in personal care and cosmetic products. The company also developed other personal care and cosmetic products for consumers using its patented technology. On November 11, 2008, the company entered into certain agreements with Brand Builders International, LLC -- Harezi -- effective October 1, 2008, relating to a joint venture between the company and Harezi to be formed as Brand Builders Rx, LLC. The Joint Venture was formed for the purpose of designing, marketing, selling, and managing certain technologies and products including, but not limited to, those contributed by the company. "As a consequence of its participation in the Joint Venture, the company's need for cash is no longer tied to funding the working capital and other capital requirement of an operating business. Other than the obligation to pay dividends on the Series A Preferred Shares to the extent of distributions received from the Partnership from funds legally available, the company will only have certain administrative costs, including legal and accounting costs relating to the preparation and filing of periodic reports with the Securities and Exchange Commission. As a result, the company believes that its current capital balances will be sufficient to meet its working capital needs for at least the next two years. Additionally, while the company has retained certain liabilities, it has retained sufficient cash to meet them should they become payable and due," Richard Banakus, chairman of the board, interim president principal financial and accounting officer, disclosed in a regulatory filing. A full-text copy of the company's annual report is available for free at: http://researcharchives.com/t/s?3801 INSTANT WEB: S&P Downgrades Corporate Credit Rating to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Chanhassen, Minnisotta-based Instant Web Inc. At the same time, S&P removed these ratings from CreditWatch, where they were placed with negative implications on Oct. 24, 2008. The corporate credit rating was lowered to 'B-' from 'B', and the rating outlook is negative. S&P lowered the issue-level rating on the company's senior secured first-lien credit facilities to 'B-' (at the same level as the 'B- ' corporate credit rating) from 'B'. S&P also revised the recovery rating on these loans to '4', indicating S&P's expectation of average (30% to 50%) recovery for lenders in the event of a payment default, from '3'. S&P also cut its issue-level rating on Instant Web's senior secured second-lien term loan and on parent company IWCO Direct Inc.'s senior unsecured credit facility to 'CCC' (two notches lower than the 'B-' corporate credit rating) from 'CCC+'. The recovery rating on these loans remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. "The ratings downgrade reflects our concern about a possible financial covenant violation in the company's credit facilities by the end of 2009, given our expectation that the weak economy will negatively affect demand for direct mail, and that EBITDA will decline in the high-single-digit area for the year," said Standard & Poor's credit analyst Ariel Silverberg. S&P expects the decline in EBITDA in 2009, in conjunction with the step-down in the company's net debt to EBITDA covenant in the fourth quarter of 2009 , to result in an EBITDA cushion of less than 5% at the end of the year (the cushion as of Sept. 30, 2008 was 16%) Instant Web is a private company and, therefore, does not publicly disclose its financial information, including specific covenant levels. This is notwithstanding actions that management has already taken to meaningfully reduce its cost structure (it closed its New York and North Carolina operating facilities in 2008). S&P's revenue and EBITDA decline expectation stems from its belief that volume will be down meaningfully in the first half of the year, and at least flat to down modestly in the second half of the year. S&P also expects pricing to be lower on average than in 2008. As a response to declining demand, Instant Web has reduced its cost structure through closing and consolidating operating facilities since the end of 2007. The company has been successful at achieving some margin improvement from these actions: EBITDA margin increased 190 basis points year over year in the third quarter of 2008. S&P believes that the company will be successful achieving the majority of the remaining cost savings it expects. However, it is S&P's expectation that the cash cost to implement these savings, in conjunction with lower EBITDA over the next few quarters, will result in minimal to negative operating cash flow in 2009. S&P anticipates that the company will rely on cash balances to meet any residual funding needs, including minimal capital expenditures, and approximately $2.5 million in required amortization payments on its credit facilities. The rating on Instant Web, a wholly owned subsidiary of IWCO Direct, reflects the possibility of a near-term covenant violation, its high debt leverage, its narrow business focus in a competitive operating environment, and customer concentration within the financial services industry. INTERSTATE BAKERIES: May Have Fate of Delphi or Solutia ------------------------------------------------------- Interstate Bakeries Corp.'s Chapter 11 Plan, which the U.S. Bankruptcy Court for the Western District of Missouri confirmed Dec. 5, may be falling apart after lenders refused to comply with their earlier commitments to invest money for IBC's exit from bankruptcy. As widely reported, IBC is yet to reach finality on its deal with General Electric Capital Corporation and GE Capital Markets, Inc., which, among other investors, committed to provide IBC with a $125 million credit line, in the company's efforts to successfully emerge from Chapter 11. IBC recently obtained approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Kasowitz, Benson, Torres & Friedman LLP as special litigation and conflicts counsel. Kasowitz Benson has been tapped to, among other things, "commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtors, including without limitation, any rights arising with respect to the financing commitments underlying the Plan, and protect assets of the Debtors' Chapter 11 estates or otherwise further the goal of completing the Debtors' successful reorganization." To recall, the Court authorized the Debtors in October 2008, to enter into, implement and execute commitment letters for an investment to be made in reorganized IBC in connection with the confirmation and consummation of their Amended New Chapter 11 Plan of Reorganization: Commitment Letter Commitment Party Commitment ----------------- ---------------- ---------- equity commitment IBC Investors I, LLC, $130,000,000 an affiliate of Ripplewood Holdings L.L.C. revolving loan or General Electric Capital 125,000,000 ABL Facility Corporation and GE Capital Commitment Letter Markets, Inc. a term loan Silver Point Finance, LLC, 339,000,000 commitment letter and Monarch Master Funding Ltd. Subsequent to the Court's confirmation of IBC's Plan on Dec. 5, 2008 -- which included the nearly $600 million in financing agreements, and provided that Ripplewood Holdings LLC would take control of the reorganized company -- the Debtors had informed the Bankruptcy Court that the Agreements were still being completed so that IBC could emerge from bankruptcy as a stand-alone company on December 15, noted the Kansas City Star. As required by the Commitments, IBC must emerge from Chapter 11 by February 9, 2009. According to David White, spokesman for the International Brotherhood of Teamsters, however, the financing arrangements with respect to the $125 million commitment by General Electric are still being negotiated. "Yes, negotiations are active and ongoing. We remain optimistic we'll find agreement on the open issues," Ned Reynolds, a spokesman for GE Capital, confirmed in an e-mail to Kansas City Star on January 10, 2009. According to Bloomberg's Bill Rochelle, court filings don't say which of the investors is holding back on making the investment and delaying implementation of the Plan. Other large bankrupt companies have faced a fate similar to IBC's. In January 2008, Solutia Inc., was threatened with delays on implementing its bankruptcy exit plan, after banks led by Citigroup terminated their commitment to provide $2 billion in exit financing, due to deteriorating conditions in the credit markets. The banks, in response to a suit by Solutia, said that a clause in their agreements allowed them to terminate their obligations in the event of "adverse change" and that the conditions in the credit markets constituted as such. Solutia, after negotiations, eventually obtained $2.05 funding from lenders and dropped a lawsuit against lead arrangers Citigroup Inc., Goldman Sachs Group Inc. and Deutsche Bank AG. Solutia emerged from bankruptcy Feb. 28, 2008. Autoparts supplier Delphi Corp. also had problems securing compliance from its exit facility lenders and is still languishing in bankruptcy. Delphi obtained confirmation of its Chapter 11 exit plan in January 2008, and targeted an emergence three months later. However, a group of lenders, led by David Tepper-managed Appaloosa Management, L.P., terminated their commitment to provide $2.55 billion in exit equity commitment to Delphi. Appaloosa said that it had the right to terminate the deal after Delphi gave more control to its chief customer, General Motors Corp., including allowing a GM entity to fund $2.83 billion of Delphi's required US$6.1 billion in debt financing. Delphi has sued Appaloosa and the suit is still due for trial March 2009. Delphi has filed a revised Chapter 11 plan, which does not require Appaloosa's money but requires more financing from GM. GM is facing its own crisis due to lower demand for its automobiles; it recently obtained a three-year US$13.4 billion loan from the U.S. Treasury that would help it avert collapse. About Interstate Bakeries 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 first filed their Chapter 11 Plan and Disclosure Statement on Nov. 5, 2007. On Jan. 30, 2008, the Debtors received court approval of the disclosure statement explaining their first amended plan. IBC did not receive any qualifying alternative proposals for funding its plan in accordance with the court- approved alternative proposal procedures. The Debtors, on Oct. 4, 2008, filed another Plan, 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. On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended New Joint Plan of Reorganization. The plan was filed October 31, 2008. The exit financings that form the basis for the Plan are reflected in corresponding debt and equity commitments. (Interstate Bakeries Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) JAMES CLAWSON: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: James L. Clawson 3231 Garwin Road Marshalltown, IA 50158 Bankruptcy Case No.: 09-00018 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Iowa (Des Moines) Debtor's Counsel: Jerrold Wanek, Esq. 835 Insurance Exchange Bldg. 505 Fifth Avenue Des Moines, IA 50309 Tel: (515) 243-1249 Fax: (515) 244-4471 Email: wanek@dwx.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/iasb09-00018.pdf The petition was signed by James L. Clawson. JAZZ PHARMACEUTICALS: Gets Default Notice; Expects Lower Cash Burn ------------------------------------------------------------------ Jazz Pharmaceuticals, Inc., (Nasdaq: JAZZ) said in a regulatory filing that it did not make the approximately $4.5 million quarterly interest payment that was due on December 31, 2008, with respect to its $119 million principal amount of senior secured notes outstanding under a senior secured note and warrant purchase agreement among Jazz Pharmaceuticals, JPI Commercial, LLC, a wholly-owned subsidiary of the company, the other credit parties party thereto, the holders of the senior secured notes of JPIC, and LB I Group Inc., as a purchaser and as collateral agent, dated as of March 14, 2008. Matthew K. Fust, executive vice president and chief financial officer of Jazz Pharmaceuticals, had said that the failure to pay the December Interest Payment constitutes an event of default under the Loan Agreement and permits the Purchasers holding at least 50% in principal amount of the Notes outstanding under the Loan Agreement to accelerate payment of the Notes at their election. Mr. Fust added that on January 8, 2009, the company received a notice of default under the Loan Agreement; the company has not received any acceleration notice from the Majority Holders. Interest will accrue from December 31, 2008, on the outstanding obligations under the Loan Agreement at the regular interest rate provided for pursuant to the Loan Agreement and the Notes, plus 2% as a result of the company's non-payment of the December Interest Payment. The company had been working with Collateral Agent and the other Purchasers to resolve the matter prior to and since the date on which the December Interest Payment was due and will continue to seek to resolve the matter with the Collateral Agent and the Purchasers. Cash Burn in 2008 In a separate regulatory filing on Jan. 12, the company said that as a result of the continuing increase in product sales, cost cutting measures that it implemented in 2008, and the previously disclosed reductions in force in June, November and December 2008, the company's cash burn for 2009, beginning with the first quarter, is expected to be significantly lower than its 2008 cash burn. Jazz Pharmaceuticals announced Dec. 16 a reduction in force of 71 employees, or approximately 24% percent of its work force, to lower operating expenses. The company expects to record a charge of approximately $1.9 million in the fourth quarter of 2008 related to this workforce reduction. The company also announced that its chief financial officer, Matt Fust, has decided to leave the company at the end of 2008 to pursue other professional interests. His responsibilities were assumed by other members of the executive management team. The company also said Jan. 12 that cash and cash equivalents at December 31, 2008 were approximately $27.0 million. The company estimates that Xyrem(R) (sodium oxybate) sales for the fourth quarter of 2008 were in excess of $15.5 million. This reflects a continuing increase in product sales and, to a small extent, a 29% price increase effective December 15, 2008. The company estimates that ex-factory sales of Luvox CR(R) (fluvoxamine maleate) for the fourth quarter of 2008 were in excess of $3.0 million. The company also said that it is in discussions with Solvay Pharmaceuticals, Inc. in connection with a possible restructuring of the payments due to Solvay with respect to Luvox CR, and in connection with those discussions, the parties agreed to delay the payment that would otherwise have been due on December 15, 2008 until January 15, 2009; and there is a 15-day cure period for making that payment. Jazz Pharmaceuticals had assets of $179,793,000 and stockholder's deficit of $38,179,000 of Sept. 30, 2008. It incurred a net loss of $127,399,000 for the first nine months of 2008, compared with a net loss of $78,806,000 during the same period in 2007. About Jazz Pharmaceuticals Jazz Pharmaceuticals -- http://www.JazzPharmaceuticals.com/ -- is a specialty pharmaceutical company focused on identifying, developing and commercializing innovative products to meet unmet medical needs in neurology and psychiatry. The company operates one business segment but has four key products, Xyrem, Antizol, Luvox and Cystadane. JOHN PINEAU: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: John F Pineau 104 Oakford Avenue Edgewater, MD 21037 Bankruptcy Case No.: 09-10035 Chapter 11 Petition Date: January 2, 2009 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: James F. Schneider Debtor's Counsel: Howard M. Heneson, Esq. Christman & Fascetta LLC 810 Gleneagles Court, Suite 301 Towson, MD 21286 Tel: (410) 494-8388 Fax: (410) 494-8389 Email: hheneson@bankruptcymd.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb09-10035.pdf The petition was signed by John F. Pineau. JOSE SANTOS RUIZ: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Jose Santos Ruiz Juana Laura Ruiz dba Santos Motors & Used Parts 2200 Monterrey St. Hidalgo, TX 78557 Tel: (956) 843-9959 Bankruptcy Case No.: 09-70031 Chapter 11 Petition Date: January 6, 2009 Court: Southern District of Texas (McAllen) Debtor's Counsel: Ellen C. Stone The Stone Law Firm PC 4900 N. 10th St., Suite A2 McAllen, TX 78504 Tel: (956) 630-2822 Fax: (956) 631-0742 Email: ignmca@ellenstonelaw.com Total Assets: $1,531,504 Estimated Debts: $1,159,039 A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/tsb09-70031.pdf KASEY REALTORS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kasey Realtors, LLC 1978 Hendersonville Road, Suite 10 Asheville, NC 28803 Bankruptcy Case No.: 09-10001 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Kasey Properties, LLC 08-10980 Chapter 11 Petition Date: January 2, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: Joseph W. Grier, III, Esq. Grier, Furr & Crisp, P.A. 101 N. Tryon Street, Suite 1240 One Independence Center Charlotte, NC 28246 Tel: (704) 332-0201 Fax: (704) 332-0215 Email: jgrier@grierlaw.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ncwb09-10001.pdf The petition was signed by Gerald J. Kasey, Member/Manager of the company. KREDIT CARE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Kredit Care Inc. Post Office Box 7877 Spanish Fort, AL 36577 Bankruptcy Case No.: 09-10031 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Debtor's Counsel: Barry A. Friedman, Esq. Barry A. Friedman and Associates P.C. P. O. Box 2394 Mobile, AL 36652-2394 Tel: (251) 439-7400 Email: bky@bafmobile.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 largest unsecured creditors is incorporated in its petition filing, a full-text copy of which is available for free at: http://bankrupt.com/misc/alsb09-10031.pdf The petition was signed by Z. Wayne Gatlin, President of the company. LANDRY RESTAURANTS: S&P Keeps B Corp. Credit Rating at Neg. Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services announced that its ratings on Houston-based Landry's Restaurants Inc., including the 'B' corporate credit rating, remain on CreditWatch with negative implications, where they were placed on Jan. 28, 2008. Also, the ratings on its unrestricted subsidiary, Las Vegas-based Golden Nugget Inc. will remain on CreditWatch with negative implications, where they were placed on Jan. 28, 2008. This action follows Landry's announcement that it has terminated the agreement in which the company's CEO and Chairman Tilman J. Fertitta would purchase the outstanding public shares. Landry's terminated the agreement after the SEC required that the company disclose certain information from a commitment letter from lenders that would have provided financing for transaction, which includes funds to refinance the company's $400 million of senior unsecured notes. The same lenders also committed alternative financing in case the transaction was not consummated so that the company could refinance those notes, which effectively mature on March 1, 2009. However, if the company disclosed information from the commitment letter, it would have violated a confidentiality agreement and allowed the lenders to terminate their financing commitments. Consequently, Landry's did not want to risk losing the alternative financing and terminated the agreement with Fertitta, which meant the company neither had to file a proxy statement associated with the transaction nor disclose the contents of the commitment letter. "While Standard & Poor's does not know the terms of the alternative financing at this point," said Standard & Poor's credit analyst Charles Pinson-Rose, "we expect that debt leverage at Landry's will likely be commensurate with current levels after the refinancing, but also expect interest costs to be significantly higher." That, coupled with very weak consumer spending in the near-to-intermediate term hurting sales and profits, will also put pressure on ratings. LEAR CORP: S&P Downgrades Corporate Credit Rating to 'B-' --------------------------------------------------------- Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Southfield, Michigan-based Lear Corp. to 'B-' from 'B'. At the same time, S&P also lowered its issue- level ratings on the company's debt. The ratings remain on CreditWatch, where they had been placed with negative implications on Nov. 13, 2008. The downgrade reflects S&P's view that declining auto sales and production in North America (45% of sales) and Europe (43%) during 2009 will lower Lear's profitability and cash flow generation and strain liquidity. S&P's opinion is based on the rapidly deteriorating outlook for light-vehicle production in Europe and the continuing recession in North America, where auto sales will decline sharply in 2009 from the already weak levels of 2008. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. Total sales in 2008 were 13.2 million units, the weakest since 1992 and down sharply from the 16.1 million units sold in 2007. "Although Lear has strong positions in the auto seating market and has been expanding outside North America, its customer concentration is with automakers that are lowering production significantly," said Standard & Poor's credit analyst Lawrence Orlowski. Its two largest customers, Ford Motor Co. and General Motors Corp. (excluding the Saab, Volvo, Jaguar, and Land Rover brands), represented about 42% of global sales in 2007. Both companies are suffering from domestic market share losses and intensified competitive pressures, and they are engaged in restructuring activities to reduce production capacity and lower their cost structures. GM, in particular, has required billions in loans from the U.S. and Canadian governments to stay afloat. But despite the government assistance, GM's condition remains precarious. Lear's revenue is also heavily dependent on sales of SUVs and pickup trucks, and demand for these products has weakened substantially. Even with falling oil prices, S&P believes the shift in consumer preference away from SUVs is permanent. Liquidity is constrained by weak cash generation and existing financial covenants. On Jan. 6, Lear announced its intention to seek an amendment of its primary credit facility to obtain greater financial flexibility. As of Dec. 31, 2008, the company had about $1.6 billion in cash and cash equivalents after fully drawing down its revolving credit facility in the fourth quarter. Although Lear was in compliance with all covenants as of Sept. 27, 2008, the ongoing decline in auto sales seems likely to pressure covenant compliance in 2009. The firm's high leverage ratio and the possibility of a greater-than-expected decline in EBITDA could substantially reduce the cushion under the leverage covenant. S&P does not see Lear generating positive free cash flow in 2009, so covenant compliance is crucial. The bulk of Lear's cash needs are in the U.S., where its free cash flow is weakest and the bulk of its debt resides. Still, Lear can move cash balances between certain countries via intercompany notes and tax-related strategies. LEHMAN BROTHERS: May Take 18 to 24 Months to Unwind --------------------------------------------------- On January 14, 2009, representatives of Lehman Brothers Holdings Inc. participated in a hearing at the United States Bankruptcy Court for the Southern District of New York where they presented to the Court an updated status report of the company's bankruptcy proceedings. Representatives of LBHI said that the unwinding of Lehman, which made the largest bankruptcy filing in history, may take two years to complete. "We'd like to be out of this situation in between 18 and 24 months," Bryan Marsal, Lehman's restructuring chief, said at a hearing Jan. 14, Bloomberg reported. A copy of Alvarez & Marsal's presentation is available for free at http://researcharchives.com/t/s?3803 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers led 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 offered 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. 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. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the United States District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act in the case captioned Securities Investor Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV- 8119 (GEL). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI 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 US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only $2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. 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 -- US$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. (Lehman Brothers Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000). LEVEL 3 COMMS: Completes $26MM Offering of 15% Conv. Senior Notes ----------------------------------------------------------------- Level 3 Communications, Inc., completed its offering of $26.2 million aggregate principal amount of its 15% Convertible Senior Notes due 2013. As of Dec. 24, 2008, Level 3 had not yet accepted for payment any of its 6% Convertible Subordinated Notes due 2009 in the tender offer for those notes, the commitment of Walter Scott, Jr. and his related accounts to purchase 15% Convertible Senior Notes due 2013 was reduced in accordance with the terms of the Securities Purchase Agreement relating to the Notes from approximately $37 million to approximately $10.8 million. Pursuant to Amendment No. 2 to the Securities Purchase Agreement, Level 3 and the investors amended the Securities Purchase Agreement to enable Level 3 to issue and sell to Mr. Scott and his related accounts $26.2 million aggregate principal amount of additional 15% Convertible Senior Notes due 2013 if Level 3 purchased any of its 6% Convertible Subordinated Notes due 2009 pursuant to the tender offer for such notes. Because Level 3 has completed such tender offer, pursuant to the amendment to the Securities Purchase Agreement, Level 3 has issued and sold the Notes to Mr. Scott and his related accounts. The Notes will mature in 2013 and pay 15% annual cash interest. The Notes are convertible by holders into shares of the Level 3 common stock at an initial conversion price of $1.80 per share, subject to adjustment upon certain events, at any time before the close of business on Jan. 15, 2013. The Notes rank pari passu with all of the company's senior unsecured indebtedness. Level 3 also disclosed the completion of its tender offer to purchase for cash any and all of its outstanding 6% Convertible Subordinated Notes due 2009. The aggregate purchase price for the notes was approximately $116.1 million, including accrued and unpaid interest on those notes through Dec. 30, 2008. Level 3 will use all of the net proceeds from the offering of the Notes, together with approximately $89.9 million of the net proceeds from Level 3's Dec. 24, 2008, sale of its 15% Convertible Senior Notes due 2013, to fund its repurchase of the 6% Convertible Subordinated Notes due 2009 including accrued interest tendered in the completed tender offer. The remaining net proceeds will be used to potentially repurchase, redeem or refinance existing indebtedness from time to time, for acquisitions, to enhance liquidity and for general corporate purposes. The company's incremental expenses incurred in connection with the offering of the Notes were nominal. Citi and Merrill Lynch & Co. acted as financial advisors to the company in connection with the structuring of the Notes. Willkie Farr & Gallagher LLP acted as outside legal counsel to the company. A shelf registration statement relating to the Notes offered has been declared effective by the Securities and Exchange Commission. Offers and sales of the Notes were made by the related prospectus and prospectus supplement. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications Inc. (Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of fiber-based communications services. Level 3 offers a portfolio of metro and long haul services over an end-to-end fiber network, including transport, data, Internet, content delivery and voice. At Sept. 30, 2008, the company's balance sheet showed total assets of $9.73 billion, total liabilities of $8.93 billion and stockholders' equity of about $803 million. For three months ended Sept. 30, 2008, the company reported net loss of $120.00 million compared to net liss of $174.00 million for the same period in the previous year. For nine months ended Sept. 30, 2008, the company reported net loss of $334.00 million compared to net loss of $1.02 billion for the same period in the previous year. * * * As reported in the Troubled Company Reporter on Jan. 12, 2009, Moody's Investors Service adjusted Level 3 Communications, Inc.'s probability of default rating to Ca/LD subsequent to the company completing tender offer transactions that were interpreted, for ratings purposes (and as was contemplated in Moody's November 24, 2008 press release that addressed the ratings' impact of the tender offer), as constituting a distressed exchange that is tantamount to a default. As was then noted, the PDR will be temporarily repositioned to Ca/LD to reflect the limited default that has occurred; the PDR will be repositioned (back to Caa1, under review for downgrade) after three business days. LEVEL 3 COMMS: Completes Tender Offer for 6% Subordinated Notes --------------------------------------------------------------- Level 3 Communications, Inc., completed its tender offer to purchase for cash any and all of its outstanding 6% Convertible Subordinated Notes due 2009. The depositary for the tender offer has advised Level 3 that an aggregate of $123,850,000 principal amount of its 6% Convertible Subordinated Notes due 2009 were validly tendered in the tender offer for the notes prior to the expiration of the tender offer. In accordance with the terms of the tender offer, Level 3 accepted for payment $123,850,000 principal amount of its 6% Convertible Subordinated Notes due 2009 at a purchase price of $920.00 per $1,000 principal amount of notes, plus, with respect to the notes, accrued and unpaid interest up to, but not including, Dec. 31, 2008. The Payment Date was expected to be on Dec. 31, 2008, with respect to validly tendered notes. Pursuant to the terms of the offer, 6% Convertible Subordinated Notes due 2009 not tendered in the tender offer will remain outstanding, and the terms and conditions governing the notes, including the covenants and other protective provisions contained in the indenture governing such notes, will remain unchanged. Citi and Merrill Lynch & Co. are the dealer managers for the tender offer. Questions regarding the tender offer may be directed to Citi at (800) 558-3745 (toll-free) and (212) 723-6106 or Merrill Lynch at (888) 654-8637 (toll-free) and (212) 449-4914. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications Inc. (Nasdaq: LVLT) -- http://www.level3.com/-- is a provider of fiber-based communications services. Level 3 offers a portfolio of metro and long haul services over an end-to-end fiber network, including transport, data, Internet, content delivery and voice. At Sept. 30, 2008, the company's balance sheet showed total assets of $9.73 billion, total liabilities of $8.93 billion and stockholders' equity of about $803 million. For three months ended Sept. 30, 2008, the company reported net loss of $120.00 million compared to net liss of $174.00 million for the same period in the previous year. For nine months ended Sept. 30, 2008, the company reported net loss of $334.00 million compared to net loss of $1.02 billion for the same period in the previous year. * * * As reported in the Troubled Company Reporter on Jan. 12, 2009, Moody's Investors Service adjusted Level 3 Communications, Inc.'s probability of default rating to Ca/LD subsequent to the company completing tender offer transactions that were interpreted, for ratings purposes (and as was contemplated in Moody's November 24, 2008 press release that addressed the ratings' impact of the tender offer), as constituting a distressed exchange that is tantamount to a default. As was then noted, the PDR will be temporarily repositioned to Ca/LD to reflect the limited default that has occurred; the PDR will be repositioned (back to Caa1, under review for downgrade) after three business days. LIVING WORD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Living Word Christian Center, Inc. 3018 Old McDuffie Road Augusta, GA 30906 Bankruptcy Case No.: 09-10015 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Georgia (Augusta) Judge: Susan D. Barrett Debtor's Counsel: J. Benjamin Kay, III, Esq. 1111 Wachovia Bldg, 699 Broad St. Augusta, GA 30901 Tel: (706) 722-2008 Fax: (706) 722-0832 Email: jbenkay@juno.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gasb09-10015.pdf The petition was signed by Walter Cannon, Sr., Administrator/ Pastor of the company. LNI CONSTRUCTION: Files for Chapter 7 Liquidation ------------------------------------------------- Arizona Daily Star reports that LNI Construction Inc. has filed for Chapter 7 liquidation. Court documents say that LNI Construction listed $418,272.65 in liabilities and $5,020 in assets. Arizona Daily relates that LNI Construction's 25 creditors include: -- Arizona Designs Kitchens & Baths, which is owed $55,864; -- Headlee Roofing Co. Inc., which is owed $58,671; and -- Terra Designs Inc., which is owed $35,492. Arizona Daily relates that Steven M. Cox assists LNI Construction in its restructuring effort. According to Arizona Daily, LNI Construction had constructed a high-end, luxury speculation home for the Stone Canyon development, which it was trying to sell two years ago. LNI Construction, says Arizona Daily, worked with Pathway Developments on that home. LNI Construction Inc. is a builder in Arizona. LORING ROAD: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Loring Road Venture, Inc. 5134 North Shores Rd. Acworth, GA 30101 Bankruptcy Case No.: 09-60245 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: David L. Miller, Esq. Law Offices of David L. Miller The Galleria - Suite 960 300 Galleria Parkway, NW Atlanta, GA 30339 Tel: (404) 231-1933 Email: millerlawfirm@mindspring.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb09-60245.pdf The petition was signed by James W. White, Chief Executive Officer of the company. LYONDELL CHEMICAL: Bankruptcy Filing Impacts GSC Portfolio ---------------------------------------------------------- GSC Investment Corp. says its $900,000 in Lyondell Chemical Company became non-performing as a result of the obligor's bankruptcy filing. GSC relates that as of November 30, 2008, the value of the Company's investment portfolio was $136.2 million, principally invested in 35 portfolio companies and one collateralized loan obligation fund. The overall portfolio composition consisted of 14.3% first lien term loans, 36.6% second lien term loans, 20.0% senior secured notes, 10.6% unsecured notes, 18.3% subordinated notes of GSCIC CLO and 0.2% equity/limited partnership interests. All portfolio investments (other than its nominal residual interest in Atlantis Plastics Films, Inc.) were performing as of November 30, 2008. Based in New York, GSC Investment -- http://gscinvestmentcorp.com/ -- is a specialty finance company that invests primarily in leveraged loans and mezzanine debt issued by U.S. middle-market companies, high yield bonds and collateralized loan obligations. It has elected to be treated as a business development company under the Investment Company Act of 1940. The Company may also opportunistically invest in distressed debt, debt issued by non- middle market companies, and equity securities issued by middle and non-middle market companies. The Company draws upon the support and investment advice of its external manager, GSC Group, an alternative asset investment manager that focuses on complex, credit-driven strategies. GSC Investment Corp. is traded on the New York Stock Exchange under the symbol "GNV." About LyondellBasell Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries -- http://www.lyondellbasell.com/-- the world's third largest independent chemical company. Lyondellbasell produces polypropylene and advanced polyolefins products, is a leading supplier of polyethylene, and a global leader in the development and licensing of polypropylene and polyethylene processes and related catalyst sales. LyondellBasell became saddled with debt as part of the $12.7 billion merger. About a year after completing the merger, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc., filed for Chapter 11. LyondellBasell is not part of the bankruptcy filing. LyondellBasell's non-U.S. operating entities are also not included in the Chapter 11 filing. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemicals estimated that consolidated assets total $27.12 billion and debts total $19.34 billion as of the bankruptcy filing date. (Lyondell Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) MARIE GILLIS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Marie B. Gillis a/k/a MBG Investments a/k/a DHH Investments a/k/a Crystal Creek Nurseries Post Office Box 78 Soperton, GA 30457 Bankruptcy Case No.: 09-30002 Chapter 11 Petition Date: January 3, 2009 Court: United States Bankruptcy Court Southern District of Georgia (Dublin) Judge: Susan D. Barrett Debtor's Counsel: Jesse C. Stone, Esq. Merrill & Stone, LLC PO Box 129 Swainsboro, GA 30401 Tel: (478) 237-7029 Fax: 478-237-9211 Email: bkymail@merrillstonehamilton.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gasb09-30002.pdf The petition was signed by Marie B. Gillis. MASTEC INC: Moody's Affirms 'Ba3' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed MasTec, Inc.'s Ba3 corporate family rating and the B1 rating on its senior unsecured notes. The ratings outlook remains stable. The ratings affirmation follows the company's recent announcement that it completed the acquisition of Wanzek Construction, Inc., a family owned heavy/industrial construction company that derives most of its sales from wind farm construction. The acquisition was funded with $50 million in cash, 7.5 million shares of MasTec common stock, a $55 million convertible note, the assumption of $15 million of Wanzek's debt and a two year earnout equal to 50% of Wanzek's EBITDA in excess of $40 million per year. The rating is supported by the strategic benefits of the acquisition that provides MasTec with a full spectrum of capabilities for the wind generation market and diversifies its end-markets and customer base while enhancing its presence in an industry that may have favorable long-term growth fundamentals. Additionally, Moody's believes that the acquisition does not hurt credit metrics as MasTec's debt to EBITDA improves to 3.1 times on a pro forma basis from 3.3 times as of September 30, 2008 (including Moody's standard analytical adjustments), when factoring in Wanzek's full-year estimated EBITDA of $45 million and transaction related debt. Notwithstanding the benefits of the acquisition, Moody's is concerned over MasTec's ongoing acquisition activity that has resulted in significantly higher debt levels. As a result of Wanzek and other recent acquisitions, balance sheet debt will likely double to approximately $300 million as of 2008 year-end from $163 million as of the beginning of the year. Furthermore, Moody's remains concerned that weakening economic conditions and tight credit markets could negatively affect some of MasTec's customers in 2009, such as wind and telecommunications/utility companies. As such, the rating allows for limited shortfalls in earnings expectations and cash flow. This rating was affirmed: -- Corporate family rating at Ba3; -- Probability-of-default rating at Ba3; -- $150 million senior unsecured notes due 2017 at B1 (LGD5, 79%). Point estimate revised from (LGD4, 68%). The stable ratings outlook reflects Moody's expectation that operating results and margins will continue to improve due to contributions from acquisitions and ongoing strength in its core end-markets, and that debt-to-EBITDA will decline below 3.0 times in the twelve months following the Wanzek acquisition. Additional information can be found in the MasTec Credit Opinion published on Moodys.com. The last rating action was on January 16, 2007, when Moody's assigned a B1 rating to the then proposed $150 million senior unsecured notes of MasTec and affirmed its Ba3 corporate family rating. The ratings outlook remained stable. MasTec, Inc., headquartered in Coral Gables, Florida, is a leading specialty contractor operating mainly in the United States. The company generated revenues of approximately $1.2 billion for the twelve months ended September 30, 2008. MATRIX INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Matrix Investments, LLC c/o Mark C. Taylor, Esq. Hohmann, Taube & Summers, LLP 100 Congress Avenue, 18th Floor Austin, TX 78701 Tel: (512) 472-5997 Bankruptcy Case No.: 09-30091 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Debtor's Counsel: Mark Curtis Taylor, Esq. Hohmann Taube, et al. 100 Congress, Ste. 1600 Austin, TX 78701 Tel: (512) 472-5997 Email: markt@hts-law.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb09-30091.pdf The petition was signed by Marc Harvey, President, Linmark Financial Inc-Manager. MEGOLA INC: Auditor Raises Going Concern Doubt ---------------------------------------------- Megola Inc. filed with the U.S. Securities and Exchange Commission on January 12, 2009, its Annual Report on Form 10-KSB for the year ended July 31, 2007. The annual report included a going concern opinion from the company's independent registered public accounting firm. Schwartz Levitsky Feldman LLP, in Ontario, Canada, in a letter dated November 21, 2008, to the shareholders of Megola Inc. expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheet of Megola Inc. as at July 31, 2007, and the related consolidated statement of operations and comprehensive loss, changes in stockholders' equity, and cash flows for the year then ended. Schwartz Levitsky noted that the continuance of the company is dependent on its future profitability and the ongoing support of its stockholders, affiliates and creditors. "This raises substantial doubt about its ability to continue as a going concern." Joel Gardner, president, chief executive officer, principal financial officer and principal accounting officer, disclosed that at July 31, 2007, the company had an accumulated deficit of $5,078,725. Cash and cash equivalents at July 31, 2007 were $32,660 and $4,858 at July 31, 2006. "Megola is also pursuing other financial resources to augment its cash requirements for retirement of debt, expansion of operations and acquisition of suitable companies and products. Our success and ongoing financial viability is contingent upon its selling of our products and the related generation of cash flows. We evaluate our liquidity and capital needs on a continuous basis and based on our requirements and capital market conditions may, from time to time, raise working capital through additional debt or equity financing. There is no assurance that such financing will be available in the future to meet our additional capital needs, or that any such terms or conditions of any such financing would be favorable to us. Both our current growth and expanded business involve significant financial risk and require significant capital investment." "Our ability to continue as a going concern is dependent on our ability to raise funds to implement our planned development; however we may not be able to raise sufficient funds to do so. Our independent auditors have indicated that there is substantial doubt about our ability to continue as a going concern over the next twelve months. Our poor financial condition could inhibit our ability to achieve our business plan. Because we are currently operating at a substantial loss, an investor cannot determine if we will ever become profitable. In order to become profitable, we will still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future." As of July 31, 2007, the company's balance sheet showed total assets of $1,580,515, total liabilities of $679,044, and total stockholders' equity of $901,471. The company posted a net loss of $740,752 for the year ended July 31, 2007, and a net loss of $859,715 for the same period a year earlier. A full-text copy of the company's annual report is available for free at: http://researcharchives.com/t/s?37fe About Megola Inc. Megola, Inc. was incorporated in Ontario, Canada, on August 28, 2000, and was formed to sell physical water treatment devices to residential, commercial, industrial and agricultural end-users in the United States, Canada and other international locations under a license granted by the German manufacturer, Megola GmbH. Initial operations and sales began in October 2000. The company's principal product is its ScaleGuard Systems. Megola's ScaleGuard technology cost effectively conditions hard water while also eliminating the historical build-up of scale caused by hard water in residential, commercial and industrial applications. MERIDIAN PREMIER: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Meridian Premier Management LLC 4934 NW Loop 410 San Antonio, TX 78229 Bankruptcy Case No.: 09-50110 Chapter 11 Petition Date: January 6, 2009 Court: Western District of Texas (San Antonio) Debtor's Counsel: Charles R. Bomba 11230 West Ave, Suite 3201 San Antonio, TX 78213 Tel: (210) 366-2317 Email: Bombalaw@aol.com Total Assets: $6,775,000 Total Debts: $5,117,830 The petition was signed by Evan Jacobson, authorized representative of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/twb09-50110.pdf MERISANT WORLDWIDE: Receives Approval of "First Day" Motions ------------------------------------------------------------ Merisant Worldwide, Inc., has filed various "first day" motions before the U.S. Bankruptcy Court for the District of Delaware. As of Jan. 13, 2009, Merisant and its affiliates have obtained interim or final approval to: -- pay prepetition claims of shippers, coordinators and warehousemen; -- honor pre-bankruptcy obligations to customers and continue its customer programs in the ordinary course; -- pay pre-bankruptcy claims of non-debtor brokers, and critical vendors; -- pay certain prepetition sales, use and property taxes; -- pay employee salaries that were outstanding as of its bankruptcy filing -- prohibit utilities from discontinuing services. -- employ Epiq Bankruptcy Solutions as claism agent. -- on an interim basis, use cash collateral and access $20 million of DIP financing from Wayzata Investment Partners. Paul Block, the company's chief executive officer and chairman of the board, said the relief sought in the first day motions is, among other things, necessary to enable the Debtors to operate in Chapter 11 with minimum disruption or loss of productivity or value. Mr. Block said that the company commenced the Chapter 11 cases to restructure their highly leveraged balance sheets and improve liquidity. He said recent and dramatic changes in the credit and capital markets have adversely impacted the company's ability to address maturities and interest payments. Portions of its senior credit facility were set to mature on Jan. 11, 2009. Mr. Block said that as of its bankruptcy filing, Merisant owes $205 million under a credit facility secured by first priority liens in the Debtor's assets, and which has Credit Suisse First Boston as administrative agent. In addition, it has prepetition long-term unsecured debt totaling $362 million -- consisting of 9.5% senior subordinated notes due 2013 in the principal amount of $225 million and 12.25% senior subordinated discount notes due 2014 in the amount of $137 million. Prior to filing for bankruptcy, the Debtors pursued three potential channels for their needed financing: (i) incremental financing form their first Lien Lender group; (ii) new subordinated financing from Wayzata, the largest holder of the 9.55% senior subordinated notes, and (iii) third-party financing on the best available terms from the current universe of active DIP lenders. The Debtors obtained financing from three parties, which did not include the First Lien Lenders. The Debtors ultimately selected Wayzata, which has agreed to provide the Debtors up to $20 million of secured postpetition financing. The Debtors have negotiated the terms of their cash collateral use and access to the Wayzata DIP financing with Silverpoint, the largest First Lien Lender, and the First Lien Lenders have consented to the proposed used of cash collateral, subject to adequate protection. According to Bloomberg's Bill Rochelle, about $4 million would be made available upon interim approval of the DIP loan. Wayzata, Bloomberg notes, is also providing reorganization financing for fabrics manufacturer Propex Inc., and actuators maker Special Devices Inc. At Sept. 30, 2008, the company reported about $415 million in total assets and about $506 million in total liabilities. In its bankruptcy petition, Merisant disclosed total assets of $331,077,041 and debts of $560,742,486 as of Nov. 30, 2008. About Merisant Worldwide Headquartered in Chicago, Merisant Worldwide, Inc. is a leading global producer and marketing of low-calorie and zero calorie tabletop sweeteners, including Equal(R) and PureVia(TM). Equal(R) is sweetened with aspartame. Merisant Worldwide's corporate ownership chart showed that it has units based in Spain, Portugal, Canada, Netherlands, Germany, Australia, India, Philippines, Venezuela, Mexico, Brazil and Argentina. In fiscal year 2007, North American sales accounted for approximately 40% or $115 million of total net sales, majority from Equal(R) branded products. According to Bloomberg, Merisant has 22% of the artificial sweetener market. ACH Food Companies, Inc., and Advantage Sales & Marketing LLC are exclusive distributors of Merisant's products in the U.S. Merisant Worldwide and four U.S. affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del, Lead Case No. 09-10059), on January 9, 2009. Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, have been tapped as bankruptcy counsel. The Debtors also hired Blackstone Advisory Services LLP as financial advisor and Epiq Bankruptcy Solutions LLC, as bankruptcy agent. In its bankruptcy petition, Merisant disclosed total assets of $331,077,041 and debts of $560,742,486 as of Nov. 30, 2008. MERISANT CO: Gets S&P's 'D' Corporate Rating Due to Ch. 11 Filing ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Chicago, Illinois-based Merisant Worldwide Inc. and operating company Merisant Co., to 'D' from 'CC', and also lowered the issue-level ratings to 'D'. The company announced that it has voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code, and has secured a $20 million debtor-in-possession financing facility from Wayzata Investment Partners. As of Sept. 30, 2008, the company had total debt of about $553.6 million. The recovery rating on Merisant's senior secured bank loan remains '2', indicating that S&P believes lenders can expect substantial recovery (70%-90%) recovery in the reorganization process. Merisant's senior subordinated notes recovery rating remains '5', indicating that lenders can expect modest (10%-30%) recovery in the reorganization process. Merisant Worldwide's senior subordinated discount notes recovery rating remains '6', indicating that lenders can expect negligible (0%-10%) recovery in the reorganization process. The existing recovery ratings assume the company successfully reorganizes. MERISANT WORLDWIDE: Can Access $4MM Wayzata DIP Loan on Interim --------------------------------------------------------------- The Hon. Peter J. Walsh of the United States Bankruptcy Court for the District of Delaware authorized Merisant Worldwide Inc. and its debtor-affiliates to obtain, on an interim basis, up to $4 million in postpetition financing under the debtor-in- possession commitment letter with Wayzata Investment Partners, as administrative and collateral agent. Judge Walsh also authorized the Debtors to use cash collateral securing repayment of secured loans to the lender. The proceeds of the facility will be used to pay (i) postpetition operating expenses and other working capital requirements under the initial approved budget; (ii) transaction fees, costs and expenses; and (iii) other costs and expenses incurred in the administration of the Chapter 11 cases. The commitment letter provides as much as $20 million in financing from Wayzata Investment on a final basis. The facility will accrue interest at LIBOR Rate, 5%, plus 1100 basis points, assessed on a 360/actual basis. The facility will matured on the earliest to occur of: a) seven months after the Debtors' bankruptcy filing; b) the effective date of any plan of reorganization; c) the closing date of a sale of substantially all of the Debtors' assets under Section 363 of the Bankruptcy Code; d) the date of a conversion of the Debtors' case to Chapter 7; e) event of default under the DIP agreement; and f) the date of payment in full in cash of all obligations under the DIP agreement. Under the agreement, the Debtors will pay a host of fees including A $150,000 work fee deposit to cover out-of-pocket fees, costs and expenses. The DIP facility is subject to carve-outs to pay unpaid fees and expenses incurred by professionals retained by the Debtors or any committee, and unpaid fees payable to the United States Trustee and clerk of the Court. To secure the Debtors' DIP obligations, the lender will receive a superpriority administrative expense claim status over any and all administrative expenses and costs. The DIP agreement contains customary and appropriate events of default. A hearing is set for Feb. 5, 2009, at 9:30 a.m., to consider final approval of the request. Objections, if any, are due Feb. 2, 2009. A full-text copy of the DIP Commitment Letter with the Debtors and Wayzata Investment Partners is available for free at: http://ResearchArchives.com/t/s?37f6 A full-text copy of the Debtors' initial approved budget is available for free at: http://ResearchArchives.com/t/s?37f7 Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sell low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. The company and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059). Sidley Austin LLP represents the Debtors' in their restructuring efforts. The Debtors proposed Young, Conaway, Stargatt & Taylor LLP as their Delaware counsel; Blackstone Advisory Services LLP as financial advisor; and Epiq Bankruptcy Solutions LLC as claims agent. The Debtors have $331,077,041 in total assets and and 560,742,486 in total debts as of Nov. 30, 2008. MERISANT WORLDWIDE: Seeks More Time to File Schedules & Statement ----------------------------------------------------------------- Merisant Worldwide Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to grant an additional sixty days to file their schedules of assets and liabilities, and statements of financial affairs. The Debtors say they are presently collecting information from books and records necessary to complete their schedules and statements. The Debtors tell the Court that the initial filing date would provide sufficient time to complete their schedules and statement given the number of their creditors and complexity of the business. Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sell low-calorie tabletop sweetener. The Debtor's brands are Equal(R) and Canderel(R). The Debtor has principal regional offices in Mexico City, Mexico; Neuchatel, Switzerland; Paris, France; and Singapore. In addition, the Debtor owns and operates manufacturing facilities in Manteno, Illinois, and Zarate, Argentina, and own processing lines that are operated exclusively for the Debtor at plants located in Bergisch and Stendal, Germany and Bangkrason, Thailand. As of March 28, 2008, the Debtor has 20 active direct and indirect subsidiaries, including five subsidiaries in the United States, six subsidiaries in Europe, five subsidiaries in Mexico, Central America and South America, and three subsidiaries in the Asia Pacific region, including Australia and India. Furthermore, the Debtor's Swiss subsidiary holds a 50% interest in a joint venture in the Philippines. Merisant Worldwide holds 100% interest in Merisant Company. The company and five of its units filed for Chapter 11 protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059). Sidley Austin LLP represents the Debtors' in their restructuring efforts. The Debtors proposed Young, Conaway, Stargatt & Taylor LLP as their Delaware counsel; Blackstone Advisory Services LLP as financial advisor; and Epiq Bankruptcy Solutions LLC as claims agent. The Debtors have $331,077,041 in total assets and and 560,742,486 in total debts as of Nov. 30, 2008. MERRILL LYNCH: Gov't to Give Financial Aid to BofA Merger --------------------------------------------------------- The U.S. government would give billions in financial aid to Bank of America Corp. to help it close its acquisition of Merrill Lynch & Co., Dan Fitzpatrick, Damian Paletta, and Susanne Craig at The Wall Street Journal report, citing people familiar with the matter. According to WSJ, BofA approached the Treasury Department in December 2008 to ask for financial assistance. BofA, says the report, has already received $25 billion from the government. BofA said that it was unlikely to complete its Jan. 1 purchase of Merrill Lynch due to that company's larger-than-expected losses in the fourth quarter, the report states, citing a source. People familiar with the matter said that the Treasury agreed to work with BofA on the "formulation of a plan" that includes new capital from the $700 billion Troubled Asset Relief Program, WSJ relates. WSJ states that the sources said that the Federal Reserve, the Federal Deposit Insurance Corp., and the Treasury Department are involved in the negotiations. According to the report, a source said that the amount and terms are still being finalized. The report says that details would be disclosed with BofA's fourth-quarter earnings, which will be released on Jan. 20. WSJ states that any possible arrangement might protect BofA from losses on Merrill's bad assets. According to WSJ, a source said that there would be a cap on the amount of losses BofA would have to absorb, while the government will absorb the remainder. Citing people familiar with the matter, WSJ relates that Treasury Secretary Henry Paulson was worried that without government help the BofA-Merrill Lynch merger wouldn't close, leaving Merrill Lynch adrift. A source said that when the merger closed at the start of this year, it was with the understanding the two sides would come up with a plan afterwards. About Merrill Lynch Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. Merrill Lynch's operations are organized into two business segments: Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). GMI provides service global markets and origination products and services to corporate, institutional, and government clients around the world. GWM creates and distributes investment products and services for individuals, small- and mid-size businesses, and employee benefit plans. As reported by the Troubled Company Reporter on September 15, 2008, Merrill has had tens of billions of dollars worth of risky, illiquid assets carried on balance sheets that were leveraged at a debt-to-equity ratio of more than 20 to one in the past 15 months. The Wall Street Journal said that when the crisis started, the assets kept deteriorating in value and couldn't easily be sold, eating into the firm's capital cushion. Merrill's balance sheet topped $900 billion recently, WSJ added. As reported by the TCR on October 21, 2008, Merrill disclosed a net loss from continuing operations for the third quarter of 2008 of $5.1 billion, compared with a net loss from continuing operations of $2.4 billion for the third quarter of 2007. Merrill's net loss for the third quarter of 2008 was $5.2 billion, compared with a net loss of $2.2 billion, for the year-ago quarter. METOKOTE CORP: Cut by S&P to 'B' on Expected 4.5x Leverage Hike --------------------------------------------------------------- S&P has republished of a previous report on MetoKote Corp., to correct S&P's estimate of how much S&P believes the company's leverage will increase, mentioned in the third paragraph: Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Lima, Ohio-based MetoKote Corp. to 'B' from 'B+'. The rating remains on CreditWatch, where it was placed with negative implications on Nov. 13, 2008. At the same time, S&P also lowered its issue-level rating on the company's debt. "The downgrade reflects our view that declining light-vehicle sales and production in North America and Europe during 2009 will lower the company's profitability and cash flow generation and strain liquidity," said Standard & Poor's credit analyst Lawrence Orlowski. MetoKote depends on the auto original equipment manufacturer market for more than 45% of its revenues, and this market is likely to remain problematic in the year ahead. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. Total sales in 2008 were 13.2 million units, the weakest since 1992 and down sharply from 16.1 million units in 2007. S&P believes MetoKote's leverage will increase substantially to at least 4.5x by the end of fiscal 2009 from about 3.2x as of fiscal 2008, assuming sales decline by more than 18% in 2009 and margins deteriorate by roughly 300 basis points. Moreover, the adjusted EBITDA margin would fall below 18%; S&P's expectation for the previous rating of 'B+' was that this measure would stay above 18%. The ratings on MetoKote reflect the company's highly leveraged financial position and weak business risk profile as a participant in the highly competitive and cyclical coating business serving the automotive, agricultural, and construction markets. MetoKote applies industrial coatings designed to inhibit the corrosion of automotive and industrial products. MetoKote's sales are vulnerable to swings in demand and pricing for coating activity because its operations are concentrated in this niche segment. In addition, the company lacks significant scope and scale in this fragmented sector, even though it is the largest independent operator. MetoKote competes with the large, captive coating operations of a number of OEMs, as well as with many small, single-plant companies. It has limited geographic diversity; an estimated 77% of its fiscal 2008 revenue was generated in North America, and its concentrated customer base adds further business risk. MetoKote's geographic diversity has been increasing, but very slowly, through a steady global expansion to serve customers as it expands its businesses outside North America. Liquidity will come under pressure in 2009, and the ongoing decline in auto sales seems likely to pressure covenant compliance in 2009. The possibility of a greater-than-expected decline in EBITDA could substantially reduce the cushion under the leverage covenant. S&P expects to resolve the CreditWatch in the next 60 days. S&P will focus on MetoKote's operating problems, given the severity of the downturn unfolding in the auto industry. MIDDLETON MOOREHEAD: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Middleton Dunn Morehead III Waltraut Caroline Morehead Post Office Box 2614 Carrollton, GA 30112 Bankruptcy Case No.: 09-10047 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Newnan) Judge: W. Homer Drake Debtor's Counsel: Dorna Jenkins Taylor Taylor & Associates, LLC 1401 Peachtree Street, Suite 500 Atlanta, GA 30309 Tel: (404) 870-3560 Fax: (404) 745-0136 Email: dorna.taylor@taylorattorneys.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-10047.pdf MIKE VAN CHEVROLET: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Mike Van Chevrolet, Inc. Post Office Box 99 Bay Minette, AL 36507 Bankruptcy Case No.: 09-10003 Chapter 11 Petition Date: January 2, 2009 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Judge: Margaret A. Mahoney Debtor's Counsel: Robert M. Galloway, Esq. Galloway Wettermark Everest Rutens & Gaillard P. O. Box 16629 Mobile, AL 36616-0629 Tel: (251) 476-4493 Email: bgalloway@gallowayllp.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Donald Henderson Business Loan $140,000 GMAC Financial Services Trade Debt 2,904,736 James Adams Business Loan 760,697 Larry Kniseley Business Loan 30,000 United Bank Trade Debt 1,554,127 The petition was signed by Mike Vandenheuver, President of the company. MJR ONE: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: MJR One, LLC 1325 W. 62nd Avenue Denver, CO 80221 Bankruptcy Case No.: 09-10114 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- MJR Two, LLC 09-10115 Chapter 11 Petition Date: January 6, 2009 Court: District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Jeffrey Weinman 730 17th St., Ste. 240 Denver, CO 80202 Weinman & Associates, P.C. Tel: (303) 572-1010 Fax: (303) 572-1011 Email: jweinman@epitrustee.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Jose L. Ramirez, president and manager of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/cb09-10115.pdf NEIMAN MARCUS: Use of PIK Feature Won't Affect S&P's 'B+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that Neiman Marcus Group Inc.'s (B+/Negative/--) announcement that it has elected to use the payment-in-kind feature of its 9%/9_% senior notes due 2015 has no immediate impact on the company's ratings or outlook. The company has this right to PIK interest in accordance with the bond indentures. Investors purchasing the bonds were aware of this feature. The company has elected to use the PIK option for the interest period commencing on Jan. 15, 2009, through April 14, 2009 to conserve cash. Using the PIK option saves the company a little more than $15 million a quarter. Neiman Marcus' liquidity position remains good, with borrowing capacity of $576.3 million under its $600 million revolving credit facility. In addition, the facility is covenant-lite with one covenant if availability falls below $75 million. NELSON SANTANA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Nelson Santana 844 East 155th Street Bronx, NY 10455 Bankruptcy Case No.: 08-15052 Chapter 11 Petition Date: December 16, 2008 Court: Southern District of New York (Manhattan) Debtor's Counsel: Norma E. Ortiz, Esq. Ortiz & Ortiz, LLP 127 Livingston Street Brooklyn, NY 11201 Tel: (718) 522-1117 Fax: (718) 596-1302 Email: email@ortizandortiz.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 20 largest unsecured creditors. NEW YORK SKYLINE: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------ Reuters reports that New York Skyline Inc. has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York. Reuters relates that New York Skyline listed $10.8 million in assets and $26 million in debts. According to Reuters, New York Skyline said that Skyride Associates LLC, its biggest lender, had demanded $24 million payment. Skyride Associates made the demand for payment because a conflict with the Empire State Building's management over security charges couldn't be resolved, Reuters says, citing New York Skyline. New York Skyline has been in various disputes with the building's management over the past few years, court documents say. New York Skyline, according to court documents, said that it was probably the largest-paying tenant and the building's management had repeatedly acted to limit and frustrate its business and profitability. Reuters relates that New York Skyline had borrowed money from Skyride Associates in the 1990s to finance construction and for working capital purposes. Syride Associates has agreed to cooperate with New York Skyline during the Chapter 11 case, the report states, citing New York Skyline. Court documents state that New York Skyline has a claim against Empire State Building Co. pending in the New York County Supreme Court, demanding an amount in excess of $58 million. Reuters reports that the Court will hear New York Skyline's Chapter 11 petition on Feb. 26, 2009. New York-based New York Skyline, Inc. -- http://www.skyride.com/- - offers tour attraction services at the Empire State building. The company filed for Chapter 11 bankruptcy protection on Jan. 12, 2009 (Bankr. S.D. N.Y. Case No. 09-10181). Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, assists the company in its restructuring effort. The company listed assets of $10 million to $50 million and debts of $10 million to $50 million. NORTHEAST BIOFUELS: Files for Chapter 11 Bankruptcy in New York --------------------------------------------------------------- Northeast Biofuels LP and two of its affiliates filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code for the United States Bankruptcy Court for the Southern District of New York citing contractor Lurgi PSI Inc.'s inability to deliver a properly operating 100 million-gallons-per-year ethanol plan facility in Fulton, New York, to the company under the engineering, procurement and construction agreement dated June 29, 2006. The company said in papers filed with the Court that it has secured $10 million in debtor-in-possession financing. Due to Lurgi PSI's failure to comply with certain obligations under the deal, the ethanol plant has been subject to major delays and has achieved certain minimum performance standards resulting in construction errors in the facility. The plant was expected to generate: (i) 367,000 tons of distiller grains; (ii) 326,000 tons of carbon dioxide; and (iii) 10 million-gallons-per-year of crude corn oil. The company funded the ethanol facility through a secured loan facility consists of (i) a $140 million construction term loan facility; (ii) a $120 million revolving credit loan facility; and (iii) a $65 million synthetic letter of credit facility under a credit agreement dated June 30, 2006, with syndicate of lenders led by Goldman Sachs Credit Partners, administrative agent. The lenders are granted, among other things, liens and security interest on substantially of the company's assets, and mortgage on the company's ownership interest in the facility. The company said it is unable to make principal payment of $40.9 million and $3.3 million in interest payments due Jan. 14, 2009, under the credit agreement. The company declared on Dec. 8, 2008, that Lurgi PSI in default of the agreement for failure to: -- timely meet the date for interim completing which is Dec. 7, 2008; -- adequately meet performance guaranties; -- meet obligations under service and equipment warranties; -- correct several design and construction flaws; -- start up the facility; -- provide proper workforce training; and -- pay scheduled liquidate damages. The company and Lurgi PSC are now involved in a settlement negotiation. On Dec. 16, 2008, Lurgi PSC filed a purported $22 million mechanic's lien in Oswego County in respect of the facility. The company listed assets and debts between $100 million and $500 million each. As of Nov. 30, 2008, the company's unaudited financial statements showed about $166,970,133 in total assets and $174,448,697 in total liabilities. Blank Rome LLP and Menter, Rudin & Trivelpiece PC represent the company. FTI Consulting Inc. will serve as financial advisor. Headquartered in Fulton, New York, Northeast Biofuels LP -- http://www.northeastbiofuels.com-- operates an ethanol plant. NORTHEAST BIOFUELS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Northeast Biofuels, LP aka Northeast Biofuels, LLC 376 Owen Road P.O. Box 860 Fulton, NY 13069 Bankruptcy Case No.: 09-30057 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- NEB Holdings, LP 09-30058 NEB GP, Inc. 09-30059 Type of Business: The Debtors operate an ethanol plant. See: http://www.northeastbiofuels.com/ Chapter 11 Petition Date: January 14, 2009 Court: Northern District of New York (Syracuse) Judge: Margaret M. Cangilos-Ruiz Debtor's Counsel: Jeffrey A. Dove, Esq. jdove@menterlaw.com Menter, Rudin & Trivelpiece, P.C. 308 Maltbie Street, Suite 200 Syracuse, NY 13204-1498 Tel: (315) 474-7541 Fax: (315) 474-4040 -- and -- Blank Rome LLP Financial Advisor: FTI Consulting Inc. Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lurgi Inc. construction $22,000,000 1790 Kriby Parkway, Ste. 300 Memphis, TN 38138 Tel: (901) 255-6600 Constellation Energy utility $1,436,581 9960 Corporate Campus Dr. Suite 2000 Louisville, KY 40223 Noble Americas Corp. trade $1,097,721 333 Ludlow Street, Ste. 1230 Stamford, CT 06902 Tel: (203) 363-7975 Huber Breuer construction $506,433 148 Berwyn Avenue PO Box 515 Syracuse, NY 13205-0515 Tel: (315) 476-7917 Burns Bros Contractors construction $301,759 Ricelli Trucking Inc. trade $280,969 Fulton Upper Empire LLC $234,675 WD Malone Trucking & trade $220,224 Excavating Inc. Allied Electro Oc. trade $218,159 Genencor trade $211,013 OP-Tech Environmental trade $101,398 Services Inc. Ridley Electric trade $93,231 Atlantic Contracting & construction $90,383 Specialties LLC Summit Fire Protection trade $88,094 C&S Companies trade $81,758 O'Brien & Gere trade $71,339 Wiltsie Construction Co. Inc. trade $52,530 Co. Inc. Monitoring Solutions Inc. trade $52,226 Slack Chemical Company trade $50,021 Incorporated Knight Transportation trade $33,750 The petition was signed by Douglas G. Mackenzie, chief executive officer and president. NORTEL NETWORKS: Files for Bankruptcy in U.S. and Canada -------------------------------------------------------- Nortel Networks Corporation [NYSE/TSX: NT], Nortel Networks Limited and certain of its other Canadian subsidiaries sought and obtained an order from the Ontario Superior Court of Justice for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act. NNC's U.S.-based units Nortel Networks Inc., Nortel Networks Capital Corp. and 13 other entities have filed also voluntary petitions under Chapter 11 before the U.S. Bankruptcy Court for the District of Delaware. Pursuant to Section 18.6 of the CCAA, NNI will also bring an application before the Canadian Court for recognition of the automatic stay imposed by the filing of the U.S. Debtors' bankruptcy petitions. Applications will be made to the U.S. Bankruptcy Court under chapter 15 of the Bankruptcy Code for recognition of the Canadian Proceedings as foreign main proceedings by Ernst & Young Inc. as foreign representative for the Canadian Debtors. Parties who will file for Chapter 15 are: -- Nortel Networks Corporation, ultimate parent of all Nortel entities, common shares listed on the New York Stock Exchange and Toronto Stock Exchange, -- Nortel Networks Limited, Inc. under the laws of Canada, and which preferred shares listed on TSX, -- Nortel Networks Technology Corp., -- Nortel Networks Global Corp., and -- Nortel Networks International Corp. The U.S. Debtors and the Canadian Debtors will seek approval of a protocol that will provide the U.S. Bankruptcy Court and the Canadian Court with a framework for the coordination of the administration of the U.S. and Canadian proceedings on matters of concern to both courts. According to John Doolittle, vice president of NNI, it is essential that the companies are able to coordinate the insolvency proceeding in a coordinated fashion so as to maximize the value of each of their estates. As of September 30, 2008, Nortel has consolidated assets of approximately $11.6 billion and consolidated liabilities of approximately $11.8 billion. Mr. Doolittle says that as of January 13, 2009, Canada-based NNL owed U.S.-based NNI $295,982,135. Certain Nortel affiliates, including NNI and NNCC, have funded intercompany loans and capital contributions to other Nortel Companies on an as-needed basis to fund working capital in the ordinary course of business. The Nortel entities will seek permission from the courts to continue their intercompany transactions postpetition. NNC said it will request the courts to impose certain restrictions on trading in its common shares and Nortel Networks Limited's preferred shares in order to preserve valuable tax assets in the United States. Trading restrictions, if imposed, would apply immediately to investors beneficially owning at least 4.75% of (i) the outstanding common shares of NNC or (ii) any series of preferred shares of NNL. Chapter 11 Filing As of September 30, 2008, Nortel Networks Inc., which is the direct or indirect parent of a majority of the U.S. Nortel Companies, has assets of approximately $9 billion and liabilities of approximately $3.2 billion, which liabilities do not include liabilities relating to NNI's guarantee of some or all of the Nortel Companies' approximately $4.2 billion of unsecured public debt. NNI filed a list of 40 largest unsecured claims together with its bankruptcy petition. The five largest claims are on account of bond debt, but the Debtor scheduled these claims as "disputed". The Debtor named The Bank of New York Mellon as the holder of the five largest claims, but only with respect to its role as indenture trustee for senior notes issued by NNI: Notes Claim Amount -------- ------------ 10.75% of Senior Notes due 2016 $1,125,000,000 Floating Rate Senior Notes, Due 2011 $1,000,000,000 2.125% Convertible Senior Notes, Due 2014 $575,000,000 1.75% Convertible Senior Notes, Due 2012 $575,000,000 1.75% of Senior Notes due 2013 $550,000,000 NNI and its U.S. affiliates have filed an application to employ Cleary Gottlieb Steen & Hamilton LLP as their counsel. They are also expected to file applications seeking to tap: -- Morris, Nichols, Arsht & Tunnell LLP as Delaware Counsel; -- Epiq Bankruptcy Solutions, LLC, as notice, claims and balloting agent; and -- Lazard Frerers & CO. LLC as restructuring and financial advisor. As of their bankruptcy filing, the Debtors employ 8,911 people in the United States. * * * Bloomberg News notes that Nortel's first day motions did not include a request to borrow cash from third parties. They, however, asked the Bankruptcy Court to let Nortel's main Canadian operating unit continue borrowing money from the company's U.S. operating subsidiary. According to Bloomberg News, Nortel's bankruptcy filing caps one of the largest collapses in Canadian history. At its peak, Nortel accounted for 37% of the Toronto Stock Exchange 300 Composite Index, as it was called then, the report said. The bankruptcy filing is "a blow to the Canadian psyche," Ian Nakamoto, director of research at MacDougall MacDougall & MacTier Inc. in Toronto, which manages C$3 billion, told Bloomberg. "We once viewed Nortel as a world leader in the technology area, and now that dream is shattered." Bloomberg also reported that Nortel, despite its bankruptcy filing, reaffirmed its sponsorship for the 2010 Winter Olympics in Vancouver, Canada. Nortel's pledge to supply communications equipment for the February games is worth between C$3 million ($2.4 million) and C$15 million, the report said, citing the Vancouver Organizing Committee. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Inability to Access Capital Markets Cues Filing ---------------------------------------------------------------- Nortel Networks Corporation [NYSE/TSX: NT] said it and its units have filed for creditor protection under the Companies' Creditors Arrangement Act in Canada and Chapter 11 of the Bankruptcy Code in the United States to be able to deal decisively with its cost and debt burden, to effectively restructure its operations and to narrow its strategic focus in an effective and timely manner. In a Jan. 14 news release, the company said that it commenced a process to turn around and transform Nortel in late 2005, and the company made important progress on a number of fronts. However, the global financial crisis and recession have compounded Nortel's financial challenges and directly impacted its ability to complete this transformation. Nortel said it is taking this action now, with a $2.4 billion cash position, to preserve its liquidity and fund operations during the restructuring process. John Doolittle, vice president of Nortel Networks Inc., recounts that at its peak in 2000, the Nortel Companies reported approximately $30 billion of annual revenue, employed nearly 93,000 employees, and had a market capitalization of over $250 billion. Since then, the Nortel Companies began to face an increasingly difficult competitive environment. With the burst of the high-tech bubble in early 2001, and decreasing capital expenditures by customers, the Nortel Companies took wide range of steps to right-size their business. Among other things, throughout a seven-year period, the Nortel Companies reduced the number of worldwide employees from more than 90,000 to about 30,000. Mr. Doolittle added that beginning in 2003, significant issues arose involving accounting regularities, primarily relating to the improper booking of revenue establishment and release of accrued liabilities. This resulted to four successive restatements of financial reports for the fiscal years 2000 through 2005, the termination of high ranking executives, and various regulatory, civil and criminal investigations and lawsuits. A substantial shareholder litigation in Canada and the United States was settled in 2006 for cash of $575 million and NNC common shares valued at $1.6 billion. According to Mr. Doolittle, in recent years, the operating costs of the Nortel Companies have generally exceeded revenues, resulting in negative cash flow. "A number of factors have contributed to these results, including competitive pressures, an inability to reduce operating expenses fast enough, the incurrence of costs related to restructuring efforts, significant competitor and customer consolidation, customers cutting back on capital expenditures and deferring new investments and the poor state of the global economy." Mr. Doolittle also said that after Nortel announced in 2004 the restatement of financial results, Standard & Poor's Corporation and Moody's Investors Service, Inc. reduced Nortel's credit ratings to below investment-grade. "As a result, the Nortel Companies were unable to access the commercial paper market and were limited in their access to the capital markets. For several years, the Nortel Companies were only able to raise high yield/ convertible debt and did not have any revolving credit or other bank lines." Current market conditions have further restricted Nortel's ability to access the capital markets, which has been compounded by recent actions taken by rating agencies with respect to its credit ratings. Starting September 2008, S&P's and Moody's made various downgrades on to their outlook on Nortel. In November 2008, Nortel announced a new operating model that will consolidate executive and management personnel across the global organization and transition the company to vertically-integrated business units. This included job cuts of 1,300. It has become increasingly clear that the struggle to reduce operating costs during a time of decreased customer spending and massive global economic uncertainty has put substantial pressure on Nortel's liquidity position globally, and in particular in North America. With no current access to the capital markets, the prospects of the capital markets opening up in the near term being very dim, substantial interest carrying costs on over $4 billion of unsecured public debt, and significant pension plan liabilities that are expected to increase in a very substantial and material manner, it has become imperative for the Nortel Companies to protect their current cash positions. Nortel has concluded that, in the absence of seeking creditor protection, in later portions of this year there is a significant risk it would have insufficient cash resources on a regional basis and would likely be unable to remedy this deficit position through third-party financing. After exploring all possible alternatives, Nortel has determined that it will not make payment of its regularly scheduled interest due January 15, 2009 on its outstanding public debt and will seek creditor protection under the respective restructuring regimes of Canada, the United States and certain EMEA subsidiaries. As of September 30, 2008, NNC has consolidated assets of about $11.6 billion and consolidated liabilities of about $11.8 billion. As of September 30, 2008, NNI, which is the direct or indirect parent of a majority of the U.S. Nortel companies, had assets of approximately $9 billion and liabilities of approximately $3.2 billion, which liabilities do not include liabilities relating to NNI's guarantee of some or all of the Nortel Companies' approximately $4.2 billion of unsecured public debt. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: To Seek Creditor Protection in Europe ------------------------------------------------------ Nortel Networks Corporation said that following it and its units' decision to seek creditor protection under the Companies' Creditors Arrangement Act in Canada, and Chapter 11 of the Bankruptcy Code in the U.S., its units located in the Europe, Middle East and Africa area will seek consequential filings in Europe. According to John Doolittle, vice president of Nortel, the majority of the EMEA Entities are subsidiaries of Nortel Networks UK Limited, with the exception of (a) Nortel Networks SA -- NN France -- which is jointly owned by NNL and Nortel International Finance & Holding BV, and Nortel Networks France SAS, which is a subsidiary of NN France; and (b) Nortel Networks (Ireland) Limited, which is a wholly owned subsidiary of NNL for fiscal reasons. NN UK is the largest business of the EMEA Entities and is the headquarters for the EMEA region. In a Jan. 14 news release, the company said that it commenced a process to turn around and transform Nortel in late 2005, and the company made important progress on a number of fronts. However, the global financial crisis and recession have compounded Nortel's financial challenges and directly impacted its ability to complete this transformation. Nortel said it is taking this action now, with a $2.4 billion cash position, to preserve its liquidity and fund operations during the restructuring process. Nortel has concluded that, in the absence of seeking creditor protection, in later portions of this year there is a significant risk it would have insufficient cash resources on a regional basis and would likely be unable to remedy this deficit position through third- party financing. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Canadian Court Accepts Bankruptcy Petition ------------------------------------------------------------ The Ontario Superior Court of Justice has approved the petition of Nortel Networks Corporation, Nortel Networks Limited, and certain of its other Canadian subsidiaries for creditor protection pursuant to the provisions of the Companies' Creditors Arrangement Act. Under the terms of the Order, Ernst & Young Inc. will serve as the Court-appointed Monitor under the CCAA process and will assist the company in formulating its restructuring plan. Nortel Networks Inc. also brought an application and obtained an approval from the Canadian Court recognizing the Chapter 11 cases in the U.S. as "foreign proceedings" in Canada and giving effect to the automatic stay under the U.S. Bankruptcy Code in Canada. Additionally, Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region (Europe, Middle East and Africa) have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986 (IA). The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's center of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the IA. The company's U.S. subsidiaries, including Nortel Networks Inc. and Nortel Networks Capital Corporation, have filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware. The company's normal day-to-day operations are expected to continue without interruption. Nortel remains 100% focused on serving customers worldwide through continued R&D investments and support of its product portfolio to fulfill customer needs. Nortel made this decision with the unanimous authorization of its Board of Directors after thorough consultation with its advisors and extensive consideration of all other alternatives. This process will allow Nortel to deal decisively with its cost and debt burden, to effectively restructure its operations and to narrow its strategic focus in an effective and timely manner. The company commenced a process to turn around and transform Nortel in late 2005, and the company made important progress on a number of fronts. However, the global financial crisis and recession have compounded Nortel's financial challenges and directly impacted its ability to complete this transformation. Nortel is taking this action now, with a $2.4 billion cash position, to preserve its liquidity and fund operations during the restructuring process. "Nortel must be put on a sound financial footing once and for all," said Nortel President and CEO Mike Zafirovski. "These actions are imperative so that Nortel can build on its core strengths and become the highly focused and financially sound leader in the communications industry that its people, technology and customer relationships show it ought to be. I am confident that the actions we're announcing today will be the fastest, most effective means to translate our improved operational efficiency, double-digit productivity, focused R&D and technology leadership into long-term success. I want to reaffirm Nortel's dedication to delivering world-class solutions and services to customers." About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: LatAm and Asia Units Excluded From Filings ----------------------------------------------------------- Despite its decision to seek creditor protection in the United States, Canada and Europe, Nortel Networks Corp. said in a statement that worldwide normal day-to-day operations are expected to continue without interruption. NNC also said that its affiliates in Asia, including LG Nortel and in the Caribbean and Latin America are not included in the insolvency proceedings and are expected to continue to operate in the ordinary course. Nortel said it remains 100% focused on serving customers worldwide through continued R&D investments and support of its product portfolio to fulfill customer needs. "Nortel must be put on a sound financial footing once and for all," said Nortel President and CEO Mike Zafirovski, in connection with Nortel's decision to seek creditor protection. "These actions are imperative so that Nortel can build on its core strengths and become the highly focused and financially sound leader in the communications industry that its people, technology and customer relationships show it ought to be. I am confident that the actions we're announcing today will be the fastest, most effective means to translate our improved operational efficiency, double-digit productivity, focused R&D and technology leadership into long-term success. I want to reaffirm Nortel's dedication to delivering world-class solutions and services to customers." In a Jan. 14 news release, the company said that it commenced a process to turn around and transform Nortel in late 2005, and the company made important progress on a number of fronts. However, the global financial crisis and recession have compounded Nortel's financial challenges and directly impacted its ability to complete this transformation. Nortel said it is taking this action now, with a $2.4 billion cash position, to preserve its liquidity and fund operations during the restructuring process. Nortel has concluded that, in the absence of seeking creditor protection, in later portions of this year there is a significant risk it would have insufficient cash resources on a regional basis and would likely be unable to remedy this deficit position through third- party financing. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Reaches Deal for Continued Access to EDC Facility ------------------------------------------------------------------ Nortel Networks Corporation's unit, Nortel Networks Limited, said Jan. 14 that it has entered into an agreement with Export Development Canada to permit continued access by NNL to its EDC performance-related support facility for an interim period of 30 days for up to a maximum of US$30 million of support based on Nortel's currently estimated requirements over the period. On Jan. 14, NNC and NNL and their Canadian units sought and obtained an order for creditor protection under the Companies' Creditors Arrangement Act of Canada. The agreement with EDC is conditioned upon receipt of certain court approvals in the CCAA proceeding granting security to EDC over the assets of the Canadian filing entities. Over the next 30 days, EDC and Nortel will continue to work together to see if a longer term arrangement, acceptable to both parties, can be reached, the Jan. 14 statement said. John Doolittle, vice president at Nortel, in an affidavit explaining events leading to Nortel's bankruptcy filing, said that actions by ratings agencies beginning Sept. 2008 have compounded its restricted ability to access capital markets, and jeopardized ongoing relationships with EDC. In September 2008, Standard & Poor's revised its outlook on Nortel from positive to stable, and Moody's revised its outlook on Nortel from stable to negative. In November 2008, Standard and Poor's changed its outlook to negative. In December 2008, Moody's issued a downgrade of Nortel's corporate family rating from B3 to Caa2. EDC, according to Mr. Doolittle, provides a support facility that backstops certain letters of credit and performance bonds and the December 2008 Moody's downgrade gives EDC a right to suspend additional support under the facility. A 30-day waiver was granted by EDC on December 15, 2008. In January 2009, EDC and Nortel entered into a subsequent agreement for 30 days that provides Nortel access to a maximum of up to $30 million of additional support under the facility during this period, to allow EDC and Nortel to work together to see if a longer term arrangement, acceptable to both parties, can be reached. The agreement is subject to the condition that any support granted by EDC post-filing under the EDC Support Facility, as it may be amended from time to time, is secured by a second charge over all the assets of the Canadian Debtors, subject to exceptions. "The potential termination of the EDC Support Facility would be very damaging to the Debtors' businesses," Mr. Doolittle said. In its bankruptcy petition submitted to the U.S. Bankruptcy Court for the District of Delaware, U.S.-based Nortel Networks Inc., named Export Development of Canada as sixth largest unsecured creditor with trade debt of $186,719,257. The Debtor noted that EDC's claims are "contingent and unliquidated." "The Government of Canada appreciates the importance of the telecommunications industry to our economy and will continue to work with Nortel during its restructuring through Export Development Canada," The Honourable Tony Clement, Minister of Industry of Canada, said in a statement. "EDC has agreed to provide up to $30 million in short-term financing through its existing bonding facility and is open to discussing with Nortel post-filing financing in conjunction with other financial institutions. It is important to note that Nortel is filing for court-supervised restructuring under the CCAA, not bankruptcy. Nortel has stated that it has every intention of emerging from this restructuring under the CCAA as a viable business. We will monitor its progress closely." About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Gets Commitment From Key Supplier Flextronics -------------------------------------------------------------- Nortel Networks Corporation said Jan. 14 that its unit Nortel Networks Limited Inc. has entered into an amendment to arrangements with its key supplier, Flextronics. These amendments give NNL confidence that Flextronics will continue to maintain the supply chain following commencement of restructuring proceedings by Nortel entities in the United States, Canada and Europe. Under the terms of the amendment, NNL has agreed to purchase US$120 million of existing inventory by July 1, 2009, and to make quarterly purchases of other inventory and to terms relating to payment and pricing. The amendment is subject to Canadian court approval in connection with the proceedings under the Companies' Creditors Arrangement Act in Canada. Certain arrangements with Flextronics will terminate in July of 2009 as a result of the exercise by Flextronics of its termination rights under that agreement, while the other arrangements between the parties will continue in accordance with their terms, as amended. In its list of 40 largest unsecured creditors, U.S.-based unit Nortel Networks Inc. listed Flextronics International Europe BV as having the 10th largest unsecured claim. It scheduled a $4,903,678 claim in favor of Flextronics on account of trade debt. However, the chart identified the claim as "disputed." Flextronics, in a statement commenting on Nortel's bankruptcy filing, said it has been proactively engaged in executing a risk mitigation plan with respect to its relationship with Nortel for several months. In December 2008, Flextronics engaged The Blackstone Group as its financial advisor to assist with evaluating the Nortel relationship and planning for any Nortel restructuring strategy. As part of its risk mitigation plan, Flextronics entered into an amendment to its relationship agreement with Nortel to address Flextronics's status as a strategic supplier. "Flextronics has been working to reduce its exposure to Nortel for some time now. During our November 2008 Analyst and Investor Meeting, I discussed in detail that Flextronics has organizationally aligned its operating and capital resources in such a way to mitigate the impact of business changes of any one customer," said Mike McNamara, Flextronics CEO. "We believe that Flextronics's strategy of customer and market diversification will continue to allow us to be in a position to weather economic volatility. We will be addressing the specific financials related to the Nortel business on our upcoming earnings call, and I want to emphasize that one of our strengths has been and continues to be our ability to adjust to market and customer changes such as those we've realized today." Flextronics says it will provide more specific financial details on Nortel's impact on its scheduled third quarter earnings call on Wednesday, January 28, 2009 at 2:00 p.m. PST. According to Marketwatch, Nortel's Chapter 11 bankruptcy filing carried repercussions Wednesday for Flextronics, shares of which fell as much as 16%. Concerns about the business relationship between the two companies sparked the selling in Flextronics' shares, which stood at $2.61, down 13%, in midday action, the report noted. About Flextronics Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics -- http://www.flextronics.com/-- is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. With the acquisition of Solectron, pro forma fiscal year 2008 revenues from continuing operations are more than US$33.6 billion. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Bankruptcy Filing Triggers $1.5B in Default Swaps ------------------------------------------------------------------ Nortel Networks Corp.'s bankruptcy filing will trigger about $1.5 billion of derivatives protecting against a default on the telephone-equipment company's bonds, Bloomberg News reports. According to Bloomberg, the banks, hedge funds, insurers and other investors had bought or sold a net $742.8 million in protection on Nortel through credit-default swaps as of Jan. 9, according to the Depository Trust & Clearing Corp., which runs a central registry for most trading. An additional $787.6 million of protection was bought through index contracts that included about 100 companies The International Swaps and Derivatives Association, Inc., said Jan. 14 it will launch a CDS auction protocol to facilitate the settlement of credit derivatives trades referencing Nortel Networks Corporation, in light of Nortel Networks Corporation's decision to seek creditor protection under the Companies' Creditors Arrangement Act in Canada. ISDA will facilitate the process by publishing the Protocol and auction terms on its Web site -- http://www.isda.org/-- in due course. The Protocol will be open to ISDA members and non-members alike. Each firm wishing to sign up to the uniform settlement agreement for Nortel should email a copy of the signature page of agreement completed with the full legal name of each entity signing and a signature for each entity, no later than 4:00 p.m. New York time, Tuesday, January 20, 2009. Signature pages must be emailed to EACH OF these addresses: Mark.Landsman@allenovery.com Lauren.Latchford@allenovery.com Dominik.Oswald@allenovery.com Malaak.Dalia@allenovery.com The ISDA says signing a USA avoids the operational burden of having to send notices between the most active participants in the CDS market. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Airvana and Catapult Report Exposure ----------------------------------------------------- Nortel Networks Corp. has informed Chelmsford, Massachusetts-based Airvana Inc. that it will continue to purchase goods and services from Airvana and that Airvana is a long term partner and a key supplier to Nortel, playing a vital role in its ability to continue serving the needs of its CDMA EV-DO customers as a significant part of its ongoing operations and future success. Future purchases would be under the terms of Nortel's current agreement with Airvana. Airvana currently has outstanding receivables with Nortel in the amount of $22 million for products and services billed. In addition, there are unbilled products and services which were delivered in December 2008 through the date of Nortel's bankruptcy filing. Collection of these receivables will be subject to Nortel's bankruptcy proceedings. Airvana will provide more specific information regarding its relationship with Nortel during its fourth-quarter 2008 financial results conference call, which is scheduled for February 12, 2009, at 8:30 a.m. (ET). The call will be webcast live and can be accessed by visiting Airvana's Website - http://www.airvana.com/ The live conference call can also be accessed by dialing (877) 407-5790 or (201) 689-8328. The webcast will be archived on the company's website. Airvana's high-performance technology and products, from comprehensive femtocell solutions to core mobile network infrastructure, enable operators to deliver compelling and consistent broadband services to mobile subscribers, wherever they are. Catapult Confirms No Material Exposure Mountain View, California-based Catapult Communications Corporation reported that it believes that it has no material financial exposure as a result of bankruptcy filings by Nortel Networks. The impact on Catapult's future business is expected to be limited, as revenues from sales to Nortel have represented less than 10% of Catapult's revenues in the past four fiscal years, and less than 2% of revenue in fiscal 2008. Catapult also sells to Nortel joint ventures in Asia. Nortel has announced that its affiliates in Asia are not included in the bankruptcy proceedings and are expected to continue to operate in the ordinary course. Catapult -- http://www.catapult.com-- supplies advanced digital telecom test systems to global equipment manufacturers and service providers, including Alcatel-Lucent, Motorola, NEC, NTT DoCoMo and Nokia Siemens Networks. It has International offices in the United Kingdom, Ireland, Germany, France, Finland, Sweden, Canada, Japan, China, India and the Philippines. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation (NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. Bankruptcy Creditors' Service, Inc., is publishing Nortel Networks Bankruptcy News. The newsletter tracks the chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTEL NETWORKS: Canadian Units' Voluntary Chapter 15 Case Summ. ---------------------------------------------------------------- Chapter 15 Petitioner: Ernst & Young Inc. as monitor and foreign representative of the Canadian Nortel Group Chapter 15 Debtor: Nortel Networks Corporation 195 The West Mall Toronto, Canada M9C5K1 Chapter 15 Case No.: 09-10164 Debtor-affiliates filing separate Chapter 15 petitions: Entity Case No. ------ -------- Nortel Networks Limited 09-10166 Nortel Networks Technology Corporation 09-10167 Nortel Networks International Corporation 09-10169 Nortel Networks Global Corporation 09-10168 Related Information: The Debtors (NYSE/TSX: NT) deliver next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. See: http://www.nortel.com/ Chapter 15 Petition Date: January 14, 2009 Court: District of Delaware (Delaware) Judge: Kevin Gross Chapter 15 Petitioner's Counsel: Mary Caloway, Esq. Peter James Duhig, Esq. Buchanan Ingersoll & Rooney PC 1000 West Street, Ste. 1410 Wilmington, DE 19801 Tel: (302) 552-4209 Fax: (302) 552-4295 http://www.bipc.com Estimated Assets: More than $1 billion Estimated Debts: More than $1 billion NORTEL NETWORKS: Case Summary & 40 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Nortel Networks Inc. 2221 Lakeside Boulevard Richardson, TX 75082 Bankruptcy Case No.: 09-10138 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Nortel Networks Capital Corporation 09-10139-KG Alteon WebSystems, Inc. 09-10140-KG Alteon Websystems International, Inc. 09-10141-KG Xros, Inc. 09-10142-KG Sonoma Systems 09-10143-KG Qtera Corporation 09-10144-KG CoreTek, Inc. 09-10145-KG Nortel Networks Applications Management Solutions 09-10146-KG Nortel Networks Optical Components Inc. 09-10147-KG Nortel Networks HPOCS Inc. 09-10148-KG Architel Systems (U.S.) Corporation 09-10149-KG Nortel Networks International Inc. 09-10150-KG Northern Telecom International Inc. 09-10151-KG Nortel Networks Cable Solutions Inc. 09-10152-KG Debtor-affiliates Seeking Relief Under Chapter 15: Entity Case No. ------ -------- Nortel Networks Corporation 09-10164 Nortel Networks Limited 09-10166 Nortel Networks Technology Corporation 09-10167 Nortel Networks International Corporation 09-10169 Nortel Networks Global Corporation 09-10168 Related Information: The Debtors (NYSE/TSX: NT) delivers next- generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate today's barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel does business in more than 150 countries around the world. Nortel Networks Limited is the principal direct operating subsidiary of Nortel Networks Corporation. See: http://www.nortel.com/ Chapter 11 Petition Date: January 14, 2009 Court: District of Delaware (Delaware) Judge: Kevin Gross The Debtors' Bankruptcy Counsel: James L. Bromley, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Tel: (212) 225-2000 Fax: (212) 225-3999 http://www.cgsh.com Delaware and Bankruptcy Counsel: Derek C. Abbott, Esq. dabbott@mnat.com Morris Nichols Arsht & Tunnell LLP 1201 N. Market Street Wilmington, DE 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 Financial Advisor: Lazard Freres & Co. LLC Claims and Noting Agent: Epiq Bankruptcy Solutions LLC Estimated Assets: More than $1 Billion Estimated Debts: More than $1 Billion The Debtors' Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon bond debt $1,125,000,000 as Indenture Trustee for the 19.75% Senior Notes due 2016 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 The Bank of New York Mellon bond debt $1,000,000,000 as Indenture Trustee for Floating Rate Senior Notes due 2011 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 The Bank of New York Mellon bond debt $575,000,000 as Indenture Trustee for the 1.75% Convertible Senior Notes due 2012 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 The Bank of New York Mellon bond debt $575,000,000 as Indenture Trustee for the 2.124% Convertible Senior Notes due 2014 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 The Bank of New York Mellon bond debt $550,000,000 as Indenture Trustee for the 1.75% Senior Notes due 2013 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 Export Development Canada trade debt $186,719,257 Attn: Stephane Lupien 151 O'Connor Street Ottawa, Ontario K1A 1K3 Tel: (613) 598-2500 Fax: (613) 597-8504 The Bank of New York Mellon bond debt $150,000,000 as Indenture Trustee for the 7.875% Senior Notes due 2026 Attn: Vanessa Mack 101 Barclay Street - 4E New York, NY 10286 Tel: (212) 815-5346 Fax: (212) 815-5802 and (212) 815-5803 Flextronics trade debt $22,039,105 Attn: Michael Clarke 2090 Fortune Drive San Jose, CA 95131 Tel: (408) 576-7000 Fax: (408) 576-7880 Flextronics America LLC trade debt $19,475,669 Attn: Michael Clarke 2090 Fortune Drive San Jose, CA 95131 Tel: (408) 576-7000 Fax: (408) 576-7880 Flextronics International trade debt $4,903,678 Europe BV Attn: Michael Clarke 2090 Fortune Drive San Jose, CA 95131 Tel: (408) 576-7000 Fax: (408) 576-7880 SEAL Consulting trade debt $4,580,594 Attn: Chief Legal Officer 105 Field Crest Avenue Edison, NJ 8837 Tel: (732) 417-9595 Fax: (732) 417-9655 Computer Science Corporation trade debt $4,070,538 Attn: Hayward D. Fisk, Esq. 2100 East Grand Avenue El Segundo, CA 90245 Jabil Circuit Inc. (GDL) trade debt $3,822,127 Attn: Joe Adams 10560 Dr. Martin Luther King Jr. Street St. Petersburg, FL 33716-3718 Tel: (727) 803-3398 Fax: (72&) 803-5749 Beeline Attn: Chief Legal Officer trade debt $3,509,361 1300 Marsh Landing Parkway Jacksonville Beach, FL 32250 Tel: (904) 273-7615 Fax: (904) 527-5827 Infosys Technologies Ltd. trade debt $2,998,097 Plot No. 45 & 46 Electronics Bangalore, KA 560100 Tel: 91-080-2852-0261 Fax: 91-080-2852-0362 Attn: head of sales - Communication & Product Services 34760 Campus Drive Fremont, CA 94555 JDS Uniphase Corporation trade debt $2,929,462 Attn: Douge Alteen 3000 Merivale Road Ottawa, Ontario K2G 6N7 Tel: (613) 843-3000 Fax: (613) 843-333 Attn: Chris Dewees 1768 Automation Parkway San Jose, CA 95131 Fax: (408) 546-4350 Tata Consultancy Services trade debt $2,928,070 Park West II Kulupwadi Road Mumbai 400066 Tel: 91-22-5647-1100 Fax: 91-22-2204-2215 Communications Test Design trade debt $2,927,661 Inc. Attn: Gerald J. Parsons 1373 Enterprises Drive West Chester, PA 19380 Tel: (610) 436-5203 Fax: (610) 436-6890 Glow Networks trade debt $2,670,568 2140 Lake Park Boulevard Richardson, TX 75080-2290 Tel: (972) 699-1994 Fax: (972) 699-1995 Anixter trade debt $2,611,542 Attn: Jill M. Standifer 4711 Golf Road Shokie, Illinois 60076 Fax: (847) 715-7626 Flextronics International trade debt $2,373,327 Attn: Michael Clarke 2090 Fortune Drive San Jose, CA 95131 Tel: (408) 576-7000 Fax: (408) 576-7880 ITC Networks trade debt $2,359,836 167 Calea Floreasca, Sector I Bucharest, Romania 14459 Fax: 40-21-203-6666 Luxoft 10-3, 1-Volokolamsky proezd 123060 Moscow Tel: 7-495-967-8030 Fax: 7-495-967-8032 Johnson Controls Inc. trade debt $2,065,379 2215 York Road Oak Brook, IL 60523 Tel: (630) 990-3668 Fax: (630) 990-2300 Emerson Network Power trade debt $1,970,076 Embedded 2900 South Diablo Way Tempe, AZ 85282-3214 Tel: (905) 729-2870 Fax: (602) 438-3370 Wistron InfoComm Technology trade debt $1,715,460 Corp. 800 Parker Square Flower Mound, TX 75028 Tel: (972) 906-7877 Fax: (972) 906) 7832 Wipro Techonlogies trade debt $1,684,073 Attn: Kumudha Sridharan Plot 72, Keonics Electronic City Hosur Main Road Bangalore, India 561229 Tel: 91-80-2852-0408 Fax: 91-80-2844-0214 Attn: Dr. A.L. Rao No. 8, 7 Main 1 Block Koramangala Bangalore, India 560034 Telrad Networks Ltd. trade debt $1,420,482 Attn: Yaacov Omer Yossi Benji and Simcha Gutgold Telrad Park Afek 14 Hamelacha St. PO Box 488 Rosh Ha'avin, Israel 48091 Fax: (972)-8-913-1013 Fax: (972)-6-913-1013 Fax: (972)-3-913-7109 Fax: (972)-3-913-7358 Advanced Information trade debt $1,274,404 Management Attn: Ned Nelson PO Box 1150 Collierville, TN 38027-1150 Tel: (901) 854-5777 Fax: (901) 854-5775 Airspan Communicatons Ltd. trade debt $1,274,161 777 Yamato Road, Suite105 Boca Raton, Florida 33431 Fax: (561) 893-8671 McCann Erickson San Francisco trade debt $1,214,888 600 Battery Street San Francisco, CA 94111 Tel: (415) 262-5600 Fax: (262)-5400 TEKsystems Inc. trade debt $1,105,409 7437 Race Road Hanove, MD 21076-111 Tel: (410) 540-3012 Fax: (410) 570-3437 Covergence Inc. trade debt $1,104,715 One Clock Tower Place Maynard, MA 01754 Tel: (978) 823-5233 Fax: (978) 897-6998 GFI Inc. trade debt $1,048,151 180 Ave Labrosse Pointe Claire, Quebec H9R 1A1 Tel: (514) 630-4877 Fax: (514) 630-4899 Flextronics Sales & Marketing trade debt $1,039,958 Attn: Michael Clarke 2090 Fortune Drive San Jose, CA 95131 Tel: (408) 576-7000 Fax: (408) 576-7880 Coams Inc. trade debt $1,022,896 175 W. Jackson, Suite 1750 Chicago, IL 60604 Tel: (312) 243-2667 Fax: (312) 243-2531 IBM Corporation trade debt $988,165 Attn: Robert C. Weber New Orchard Road Armonk, NY 10504 Tel: (919) 499-6196 Fax: (919) 499-7372 Nortel Networks Corp. litigation claim unknown 'ERISA' Litigation Plaintiffs Attn: Jane B. Stranch Branstetter, Kilgore, Stranch & Jennings 227 Second Avenue North 4th Floor Nashville, TN 37201-1631 Tel: (615) 254-8801 Fax: (615) 250-3937 Pension Benefit Guaranty pension unknown Corporation obligations Department of Insurance Supervision and Compliance 1200 K. Street, N.W. Washington, D.C. 20005-4026 Tel: (202) 326-4070 Fax: (202) 842-2643 The petition was signed by vice president John Doolittle. NOVASTAR FINANCIAL: Hires Credentia to Manage Portfolio Assets -------------------------------------------------------------- NovaStar Financial Inc. disclosed in a regulatory filing with the that it entered into a Portfolio Services Agreement with Credentia Group LLC effective as of Jan. 1, 2009. Pursuant to the agreement, Credentia will manage the mortgage-related portfolio assets of the company and its subsidiaries and provide certain other services to the company. Credentia is a formed entity to which certain current and former personnel of the company and its subsidiaries with substantial experience managing the Portfolio Assets of the company and its subsidiaries are transitioning. In connection with the company's engagement of Credentia, Michael L. Bamburg, the company's chief investment officer, and certain other personnel will resign from the company and its subsidiaries effective Dec. 31, 2008. The resignations will not trigger any severance payments by the company or its subsidiaries to such personnel. Prior to authorizing the company to engage Credentia, the board of directors of the company considered other providers of similar services and the terms and conditions upon which the services were available, the cost savings to the company resulting from the resignations of the personnel and the cost of hiring replacement personnel to continue to perform the services within the company, and certain other factors, and determined that the engagement of Credentia was advisable. Under the terms of the Portfolio Services Agreement, Credentia is expected to, among other things: i) consult with the company with respect to the review of the company's investment criteria and parameters; ii) consult with the company with regard to opportunities relating to the Portfolio Assets; iii) serve as a liaison between the company, servicers and third party custodians of the Portfolio Assets; iv) compile and monitor certain information and reports with respect to the Portfolio Assets; and v) evaluate and make recommendations regarding the company's hedging strategies. As consideration for the Services, the company will pay Credentia a monthly fixed fee of $45,000 and reimburse Credentia for its reasonable out-of-pocket expenses. Additionally, the company may engage Credentia to provide certain investment management services with respect to any assets of the company or its subsidiaries for an additional fee. The initial term of the Portfolio Services Agreement ends on Dec. 31, 2009, subject to automatic renewal for additional one- year terms unless terminated by the written notice of either party not later than 90 days prior to, and effective on, the end of the initial term or any renewal term. The company may terminate the Portfolio Services Agreement at any time with cause, or during any renewal term without cause, effective upon 60 days' prior written notice to Credentia. Credentia may terminate the Portfolio Services Agreement effective upon 60 days' prior written notice to the company in the event the company is in default of any material obligations and such defaults remain uncured prior to the termination date specified in such notice. In connection with the Portfolio Services Agreement, the parties and NovaStar Mortgage, Inc. entered into a License Agreement pursuant to which the company and NMI will license to Credentia, on a nonexclusive, royalty-free and geographically unlimited basis, certain information relevant to the management of the Portfolio Assets. The company also disclosed that in connection with the company's engagement of Credentia, the company and Mr. Bamburg agreed to a termination of the Employment Agreement, dated March 23, 2007, between the company and Mr. Bamburg, effective Dec. 31, 2008. Additionally, the company and W. Lance Anderson, the company's president and chief executive officer, agreed to a termination of the Employment Agreement, dated Sept. 30, 1996, between the company and Mr. Anderson, as amended by the Amendment to W. Lance Anderson Employment Agreement, dated Dec. 20, 2006. Mr. Anderson will continue to serve as the company's president and chief executive officer on an at-will basis at the same base salary as he received under the Employment Agreement. Departure of Directors or Certain Officer On Dec. 17, 2008, Mr. Bamburg tendered his resignation as chief investment officer of the company effective Dec. 31, 2008. Mr. Bamburg's resignation does not trigger any severance payments by the company. Also on Dec. 17, 2008, the company entered into a Amendment to Rodney E. Schwatken Employment Agreement to amend the Employment Agreement, dated Jan. 7, 2008, between the company and Mr. Schwatken. The Amendment reflects certain changes to comply with Section 409A of the Internal Revenue Code of 1986, as amended, including providing that any severance benefits payable to Mr. Schwatken that are deemed to constitute deferred compensation subject to the requirements of Section 409A will be delayed for a six month period following his termination date if he is deemed to be a "specified employee" at the time of his termination of employment. About NovaStar Financial Inc. Headquartered in Kansas City, Missouri, NovaStar Financial Inc. (NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to significant changes in its business during 2007 and the first quarter of 2008, the company originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage backed securities. Novastar Financial Inc.'s consolidated balance sheet at June 30, 2008, showed $1.5 billion in total assets, $1.1 billion in total liabilities, and $384.4 million in total stockholders' deficit. Going Concern Doubt Deloitte & Touche LLP, in Kansas City, Missouri, expressed substantial doubt about Novastar Financial Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's deficit in shareholders' equity, the disruption in the credit markets and related liquidity issues, the sale of its loan servicing operations and the decision to cease all of its mortgage lending operations. PALOMINA GROUP: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Palomina Group, LLC 1000 N Post Oak Rd Ste. 205 Houston, TX 77055 Bankruptcy Case No.: 09-30053 Chapter 11 Petition Date: January 5, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Karen K. Brown Debtor's Counsel: O Otis Bakke, Esq. 1272 Handkerchief Way Haslet, TX 76052 Tel: (817) 437-1729 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 20 largest unsecured creditors. The petition was signed by Paul Woodall, Manager of the company. PARADISE MARINA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Paradise Marina Enterprises, Inc. 1623 U.S. Hwy #1, Ste A5 Sebastian, FL 32958 Bankruptcy Case No.: 08-29154 Chapter 11 Petition Date: December 16, 2008 Court: Southern District of Florida (West Palm Beach) Judge: Paul G. Hyman, Jr. Company Description: The Debtor operates a franchised restaurant named Moe's Southwest Grill. Debtor's Counsel: Leon G. Nichols, Esq. 735-C Commerce Center Drive Sebastian, FL 32958 Tel: (772) 581-0051 Email: attylgn@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Damien H. Gilliams, president of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/fsb08-29154.pdf PILGRIM'S PRIDE: NYSE to Strike Out Common Stock on January 22 -------------------------------------------------------------- The New York Stock Exchange LLC notified the Securities and Exchange Commission of its intention to remove the entire class of Common Stock of Pilgrim's Pride Corporation from listing and registration on the Exchange at the opening of business on Jan. 22, 2009, pursuant to the provisions of Rule 12d2-2(b). The Exchange related that the company's Common Stock is no longer suitable for continued listing and trading. The Exchange's action is being taken in view of the company's Dec. 1, 2008, statement that in an effort to address certain short-term operational and liquidity challenges, it filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas. Due to the relative uncertainty surrounding the reorganization process, NYSE Regulation determined that the security is no longer suitable for listing. The company had a right to appeal to the Committee for Review of the board of directors of NYSE Regulation the determination to delist the Common Stock, provided that it filed a written request for a review with the secretary of the Exchange within ten business days of receiving notice of delisting determination. The company did not file the request within the specific time period. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (NYSE: PPC) -- http://www.pilgrimspride.com/-- produces, distributes and markets poultry processed products through retailers, foodservice distributors and restaurants in the U.S., Mexico and in Puerto Rico. In addition, the company owns 34 processing plants in the United States and 3 processing plants n Mexico. The processing plants are supported by 42 hatcheries, 31 feed mills and 12 rendering plants in the United States and 7 hatcheries, 4 feed mills and 2 rendering plants in Mexico. Moreover, the company owns 12 prepared food production facilities in the United States. The company employs about 40,000 people and has major operations in Texas, Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with other facilities in Arizona, Florida, Iowa, Mississippi and Utah. Pilgrim's Pride Corporation and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N. D. of Texas, Lead Case No. 08-45664). Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. The Debtors have also tapped Baker & McKenzie LLP as special counsel. Lazard Freres & Co., LLC is the company's investment bankers and William K. Snyder of CRG Partners Group LLC as chief restructuring officer. The company's claims and noticing agent is Kurtzman Carson Consulting LLC. Pilgrim's Pride had total assets of US$3,847,185,000, and debts of US$2,700,139,000 as of June 28, 2008. A nine-member committee of unsecured creditors has been appointed in the case. (Pilgrim's Pride Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/ or 215/945-7000). At Sept. 27, 2008, the company's balance sheet showed total assets of $3,298,709,000, total liabilities of $2,946,968,000 and stockholders' equity of $351,741,000. PM LIQUIDATING: Financing Woes Cues Delay in Form 10-Q Filing ------------------------------------------------------------ PM Liquidating Corp., formerly known as ProxyMed, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that it cannot file its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2008. The company related that it does not have the funds to pay an independent public accountant to review the interim financial statements. The company intends to furnish the information soon as reasonably practicable. Headquartered in Norcross, Georgia, ProxyMed Inc. fka MedUnite, Inc. -- http://www.medavanthealth.com-- facilitates the exchange of medical claim and clinical information. On Sept. 17, 2008, the company filed Articles of Amendment to its Articles of Incorporation to change its name from ProxyMed, Inc. to PM Liquidating Corp. The company and two of its affiliates filed for Chapter 11 protection on July 23, 2008 (Bankr. D. Del. Lead Case No.08- 11551). Kara Hammond Coyle, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, L.L.P., represent the Debtors in their restructuring efforts. The Debtors indicated $40,655,000 in total consolidated assets and $47,640,000 in total consolidated debts as of December 31, 2007. In its petition, ProxyMed Transaction Services, Inc. indicated $10,000,0000 in estimated assets and $10,000,000 in estimated debts. PORTFOLIO-AUGUSTA: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Portfolio-Augusta LLC 2767 Windy Hill Road Marietta, GA Bankruptcy Case No.: 09-60564 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Atlanta) Debtor's Counsel: David L. Miller Law Offices of David L. Miller The Galleria - Suite 960 300 Galleria Parkway, NW Atlanta, GA 30339 (404) 231-1933 Email: millerlawfirm@mindspring.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Charles Morais, managing member of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-60564.pdf PORTFOLIO-BRUNSWICK: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Portfolio-Brunswick LLC 2767 Windy Hill Road Marietta, GA 30067 Bankruptcy Case No.: 09-60560 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Atlanta) Debtor's Counsel: David L. Miller Law Offices of David L. Miller The Galleria - Suite 960 300 Galleria Parkway, NW Atlanta, GA 30339 (404) 231-1933 Email: millerlawfirm@mindspring.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Charles Macias, managing member of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-60560.pdf PRB ENERGY: To Cancel of Common Stock Upon Plan Confirmation ------------------------------------------------------------ PRB Energy, Inc. disclosed in a regulatory filing that all of its outstanding common stock will be canceled upon confirmation of the its Plan of Reorganization. The United States Bankruptcy Court for the District of Colorado has scheduled a hearing regarding confirmation of the Plan on Jan. 16, 2009. In exchange for its claims against PRB, West Coast Opportunity Fund, LLC will be issued 90% of new PRB Energy common stock and certain unsecured creditors will be issued the remaining 10% of New Equity. The New Equity will be issued pursuant to Section 1145 of the Bankruptcy Code. Section 1145 of the Bankruptcy Code allows debtors to issue securities without registration under the Securities Act of 1933 if the securities are issued under a reorganization plan in exchange for a claim against the debtor. Securities received pursuant to Section 1145 of the Bankruptcy Code are not restricted securities because they are deemed to have been received in a "public offering." After the issuance of the New Equity, WCOF may be considered an underwriter under the Securities Act and will be an affiliate of PRB Energy for purposes of Rule 144 of the Securities Act. The New Equity held by WCOF will not be freely tradable. WCOF may be able to sell New Equity pursuant to Rule 144, which imposes certain volume restrictions, manner of sale limitations and notice and information requirements. New Equity issued to the unsecured creditors will not be restricted and will generally be freely tradable immediately upon issuance, except that unsecured creditors who are affiliates of PRB Energy for purposes of Rule 144 may only resell the New Equity in compliance with Rule 144. In addition, if the Plan is confirmed, WCOF intends to loan PRB $1.5 million in exit financing. The note evidencing the loan will be issued pursuant to a private placement under Section 4(2) of the Securities Act and will not be freely tradable by WCOF. About PRB Energy Headquartered in Denver, PRB Energy, Inc. formerly PRB Gas Transportation, Inc. -- http://www.prbenergy.com/-- operates as independent energy companies engaged in the acquisition, exploitation, development and production of natural gas and oil. In addition, PRB Energy provides gas gathering, processing and compression services for properties it operates and for third- party producers. PRB Energy operates as two business segments through two wholly-owned subsidiaries, PRB Oil and Gas, Inc., a gas and oil exploitation and production company, and PRB Gathering, Inc., a gathering and processing company, formed in August 2006. The company conducts its business activities in Wyoming, Colorado and Nebraska. The Debtor, PRB Oil & Gas, Inc. and PRB Gathering, Inc. filed separate petitions for Chapter 11 relief on March 5, 2008 (Bankr. D. Colo. Lead Case No. 08-12658). Faegre & Benson LLP; Donald D. Allen, Esq., Edward M. Hepenstall, Esq., James T. Markus, Esq., Jennifer M. Salisbury, Esq., and John F. Young, Esq., at Block, Markus & Williams LLC represent the Debtors in their restructuring efforts. Daniel J. Garfield, Esq. and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, P.C., represent the Official Committee of Unsecured Creditors as counsel. The Debtor listed assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. PRECISION PARTS: In Talks With 3 Prospective Buyers --------------------------------------------------- Precision Parts International Services Corp., said it's talking with three prospective buyers for substantially all of its assets, although it hasn't signed a deal with any of them, Bill Rochelle of Bloomberg News reports. As reported in the Jan. 14 issue of the Troubled Company Reporter, PPI has submitted an auction protocol, under which it will grant bid protections and expense reimbursement of up to $100,000 to the party that it will name as stalking horse bidder. PPI said it its own discretion it may name the stalking horse bidder and execute an asset purchase agreement with that bidder by Jan. 30. PPI has also asked the U.S. Bankruptcy Court for the District of Delaware's approval to set: -- a Feb. 6 deadline to submit bids; -- an auction on Feb. 10 if it receives two or more qualified bids; and -- a sale hearing where the Court will consider approval of the sale on Feb. 11. About Precision Parts Headquartered in Rochester Hills, Michigan, Precision Parts International Services Corp. -- http://www.precisionparts.com/-- sells products to major north American automotive and non- automotive original equipment manufacturers and Tier 1 and 2 suppliers. The Debtors operate six manufacturing facilities throughout north America, including a facility in Mexico operated on the Debtors' behalf by Intermex Manufactura de Chihuahua under a shelter and logistics agreement. The Debtors' operations consist of two distinct lines of business: MPI, which performs fineblanking work and conventional metal stamping, as well as a range of value-added finishing operations, and Skill which performs conventional metal stamping, as well as a range of assembly and value-added finishing operations. Four of the Debtors are holding companies that have no employees and are not involved in the Debtors' day-to-day operations: PPI Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International Holdings, Inc.; and Skill Tool & Die Holdings Corp. The company and eight of its affiliates filed for Chapter 11 protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No. 08-13291). David M. Fournier, Esq., at Pepper Hamilton LLP; and Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at Pepper Hamilton LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Alvarez & Marsal North America LLC as financial advisor and Kurtzman Carson Consultants LLC as notice, claims and balloting agent. When the Debtors filed for protection from their creditors, they listed assets of between $100 million to $500 million each. According to Bloomberg News, the company was at least the 10th auto-parts maker that sought Chapter 11 protection from its creditors in 2008. PRESS EX: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Press Ex, Inc. 12910 Automobile Blvd., Suite K Clearwater, FL 33762 Tel: (727) 299-8500 Fax: (727) 571-5701 Bankruptcy Case No.: 09-00122 Chapter 11 Petition Date: January 6, 2009 Court: Middle District of Florida (Tampa) Company Description: Press Ex, Inc., is a full service printing and direct mail solution. See: https://www.pressexprint.com Debtor's Counsel: David W. Steen David W. Steen PA 602 South Boulevard Tampa, FL 33606 Tel: 813-251-3000 Fax: 813-251-3100 E-mail: dwslaw@yahoo.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Janelle Gabay, director of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/fmb09-00122.pdf R.A.E.D. INVESTMENTS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: R.A.E.D. Investments, Inc. 133 S. 22nd Street, Floor One Pittsburgh, PA 15203 Bankruptcy Case No.: 09-20016 Chapter 11 Petition Date: January 2, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Judith K. Fitzgerald Debtor's Counsel: Andrew M. Gross, Esq. 210 Grant Street, Suite 401 Pittsburgh, PA 15219 Tel: (412) 553-0140 Fax: (412) 553-0142 Email: andrewmgross@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 20 largest unsecured creditors. The petition was signed by Davin N. Gartley, President of the company. RAMAK JON SEDIGH: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Ramak Jon Sedigh 1776 Yorktown Street, Suite 560 Houston, TX 77056 Bankruptcy Case No.: 09-30212 Chapter 11 Petition Date: January 6, 2009 Court: Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Margaret Maxwell McClure 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: 713-658-0334 Email: mccluremar@aol.com Estimated Assets: Not Reported Estimated Debts: Not Reported The Debtor did not file a list of 20 largest unsecured creditors. RETAIL PRO: Wants to Access $1.3 Million Valens DIP Facility ------------------------------------------------------------ Retail Pro Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware for authority to obtain $1.3 million in postpetition financing under the debtor-in- possession agreement with (i) Valens Offshore SPV II Corp., an affiliate of the Debtors' senior secured lender Laurus Master Fund Ltd.; (ii) Midsummer Investments Ltd., a subordinated secured lender of the Debtors. Under the agreement, Valens Offshore agrees to provide 75% of the postpetition financing and Midsummer will take care the remaining 25%. The facility is priced at 14% per annum. The Debtors tells the Court that they have an urgent need to access financing to continue their operations, pay their employees, suppliers and services provides and other accounts payable, preserve the going concern value of their business, and conduct an orderly sale of their assets. The lenders are allowed to recover all of its reasonable attorneys' fees and other professional fees as well as all costs and expenses incurred in the Chapter 11 proceedings. The DIP facility is subject to carve-outs to pay fees and expenses incurred by professionals retained by the Debtors. To secure the Debtors' obligations, the lender will be granted superpriority administrative expense claim status over all and other costs and expenses of administration of any kind. The Debtors owe approximately $14.8 million plus fees, costs and expenses, to Laurus Master as of Jan. 7, 2009, and $4.8 million including interest to Midsummer as of Dec. 31, 2008. A full-text copy of the debtor-in-possession agreement among the Debtors, Valens Offshore and Laurus Master is available for free at: http://ResearchArchives.com/t/s?37f8 A full-text copy of the debtor-in-possession facility budget is available for free at: http://ResearchArchives.com/t/s?37f9 About Retail Pro Based in La Jolla, California, Retail Pro Inc. -- http://www.retailpro.com-- operates a chain of retail stores. The company and three of its affiliates filed for Chapter 11 protection on Jan. 10, 2009 (Bankr. D. Del. Lead Case No. 09-10087). Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in their restructuring efforts. The Debtor proposed View Partners Capital LLC as their investment banker and Kurtzman Carson Consultants LLC as their notice, claims and solicitation agent. As of Nov. 30, 2008, the Debtors have $24,652,353 in total assets and $28,867,462 in total debts. RETAIL PRO: Wants Proposed Sale Bidding Procedures Approved ----------------------------------------------------------- Retail Pro Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware to approve proposed bidding procedures for the sale of substantially all of their assets, subject to competitive bidding and auction. The Debtors named Laurus Master Fund Ltd., Valens Offshore SPV II Corp., and Midsummer Investments Ltd. as the stalk-horse bidder for their assets. The stalking-horse bidder is also the Debtors' postpetition lenders. In addition, Laurus Master owns 5.1% and Midsummer owns 5.2% of the common stock of the Debtors. The lender will be paid $400,000 if the Debtor consummates the sale to another party. If the stalking-horse bidder is not the winning bidder and the cash payoff is less than the purchase price, the Debtors may retain proceeds in an amount equal to cure amount plus (i) $200,000 and (ii) the aggregate amount of fees. The Debtors propose March 4, 2009, as deadline for interested purchasers to submit their offers for their assets. Each bid must be accompanied in an amount equal to 10% of the purchase price. The Debtors seeks March 10, 2009, to auction their assets. During the auction, bidding will begin at the highest baseline bid and subsequently continue in minimum increments of at least $100,000. A full-text copy of the Asset Purchase Agreement with Laurus Master Fund Ltd., Valens Offshore SPV II Corp., and Midsummer Investments Ltd. is available for free at: About Retail Pro Based in La Jolla, California, Retail Pro Inc. -- http://www.retailpro.com-- operates a chain of retail stores. The company and three of its affiliates filed for Chapter 11 protection on Jan. 10, 2009 (Bankr. D. Del. Lead Case No. 09-10087). Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in their restructuring efforts. The Debtor proposed View Partners Capital LLC as their investment banker and Kurtzman Carson Consultants LLC as their notice, claims and solicitation agent. As of Nov. 30, 2008, the Debtors have $24,652,353 in total assets and $28,867,462 in total debts. RICHARD NASSER: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Richard Nasser 2550 Oak Grove Church Road Carrollton, GA 30117 Bankruptcy Case No.: 08-13786 Chapter 11 Petition Date: December 16, 2008 Court: Northern District of Georgia (Newnan) Debtor's Counsel: Rodney L. Eason, Esq. The Eason Law Firm 6150 Old National Highway, Suite 200 College Park, GA 30349-4367 Tel: (770) 909-7200 Fax: (770) 909-0644 Email: reason@easonlawfirm.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 20 largest unsecured creditors. RIVERSIDE COMMONS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Riverside Commons Limited Partnership 33503 23 Mile Road New Baltimore, MI 48047 Tel: (586) 725-9300 Bankruptcy Case No.: 09-40177 Chapter 11 Petition Date: January 6, 2009 Court: Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Company Description: The Debtor operates an assisted living facility in Chesterfield, Mich. Debtor's Counsel: James C. Warr 24500 Northwestern Hwy., Suite 205 Southfield, MI 48075 Tel: (248) 357-5860 Fax: (248) 357-6493 Email: attywarr@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Rex G. Lanyi, managing partner of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/meb09-40177.pdf ROSALVA RICO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Rosalva Rico 3109 S. 6th Lane McAllen, TX 78501 Bankruptcy Case No.: 09-70030 Chapter 11 Petition Date: January 6, 2009 Court: Southern District of Texas (McAllen) Debtor's Counsel: Marcos Demetrio Oliva Law Office of Richard Habermann 1418 Beech Ave. McAllen, TX 78501 Tel: (956) 687-2920 Fax: (956) 668-1923 Email: marcos_oliva@hotmail.com Total Assets: $4,425,590 Estimated Debts: $1,280,000 The Debtor did not file a list of 20 largest unsecured creditors. ROSARIO'S MEXICAN: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Wendy Lee at The Tennessean reports that Rosario's Mexican Restaurant has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Middle District of Tennessee. Court documents say that Rosario's Mexican listed $72,312 in assets and $569,398 in liabilities. According to the court documents, Rosario's Mexican's largest creditor is the US Bank, which holds a $418,465 claim. Steven L. Lefkovitz of Lefkovitz & Lefkovitz represents Rosario's Mexican in its restructuring effort. Rosario's Mexican Restaurant is located in Edgehill Village. It opened in May 2007 and is owned by Daniel Barragan and Robert Shelton. SEALY CORP: Amends Credit Agreement with JPMorgan Chase, et. al. ---------------------------------------------------------------- Sealy Mattress Company, Sealy Canada LTD./LTEE, Sealy Mattress Corporation and Sealy Corporation entered into an amendment to the Third Amended and Restated Credit Agreement dated as of Aug. 25, 2006, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Amendment revises the Credit Agreement, among other modifications, to reflect: i) an increase in the interest rate margin applicable to loans under the Credit Agreement to 3.75%, in the case of base rate loans, and 4.50%, in the case of Eurodollar loans; ii) an increase in the maximum permitted ratio of total debt to EBITDA to 5.85x for any fiscal quarter ending after the date of the Amendment and prior to Nov. 15, 2009, 5.50x for any fiscal quarter ending after Nov. 15, 2009, and prior to June 15, 2010, and 4.00x for any fiscal quarter ending after June 15, 2010; iii) a decrease in the minimum permitted ratio of EBITDA to interest expense to 2.00x for any fiscal quarter ending after the date of the Amendment and prior to Feb. 15, 2010, 2.15x for any fiscal quarter ending after Feb. 15, 2010, and prior to June 15, 2010 and 2.75x for any fiscal quarter ending after June 15, 2010; iv) a decrease in the maximum permitted amount of capital expenditures to $35 million for the 2009 fiscal year and $40 million for each of the 2010 and 2011 fiscal years; v) an increase in the percentage of excess cash flow that is required to be used to prepay the loans under the Credit Agreement beginning with the 2009 fiscal year to 75% if the leverage ratio is greater than 4.00x and 50% if the leverage ratio is less than or equal to 4.00x; and vi) a revision to the definition of "Consolidated Total Debt" removing the ability to reduce the amount of debt used in the calculation of the leverage ratio by the amount of cash on hand. In connection with the amendment, the Borrower paid to each consenting lender a fee equal to 0.75% of the outstanding loans and commitments held by the lender. A full-text copy of the Amendment is available for free at: http://ResearchArchives.com/t/s?37fa About Sealy Corporation Headquartered in Trinity, North Carolina, Sealy Corporation (NYSE: ZZ) -- http://www.sealy.com/-- manufactures and markets a broad range of mattresses and foundations under the Sealy(R), Sealy Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands. Sealy operates 26 plants in North America, and has the largest market share and highest consumer awareness of any bedding brand on the continent. In the United States, Sealy sells its products to 2,900 customers with more than 7,000 retail outlets. Sealy is also a leading supplier to the hospitality industry. * * * As reported in the Troubled Company Reporter on Oct. 14, 2008, Sealy Corporation's consolidated balance sheet as of Aug. 31, 2008, showed $1.05 billion in total assets, $1.15 billion in total liabilities, resulting to $98.41 million in shareholders' deficit. The company also had $772.32 million in accumulated deficit. SAGE COLLEGES: Moody's Cuts Debt Rating to 'Ba2' from 'Baa3' ------------------------------------------------------------ Moody's Investors Service has downgraded Sage Colleges' debt rating to Ba2 from Baa3 and placed the rating on watchlist for possible downgrade. The rating action impacts a combined $15.5 million of Series 1999 and 2002 bonds, issued through the City of Albany I.D.A. and Rensselaer County I.D.A., respectively. Moody's expect to conclude Moody's next review of the rating within a 90 day period. Legal security: Obligations under the Installment Sale Agreements are general obligations of the college; debt service reserve fund for Series 1999 bonds; Manufacturers & Traders Trust Company letter of credit securing the Series 2002 bonds Debt-related derivatives: none The rating action reflects the College not having completed its FY 2008 audit (4/30/08 fiscal year end), an increase of debt in spring 2008 partly to cover operating deficits, loans and lines of credit secured by the endowment, thin liquidity and recent investment losses, challenging student market position, high allocation to alternative investments within the endowment, and transition in senior management. The College currently has an interim president and the position of chief financial officer is not filled. Moody's remains concerned about the lack of audited information available for review, with April 30, 2007 being the last audit received. In addition, Sage Colleges' outstanding Letter of Credit supporting the 2002 bond issue states the delay of audit completion beyond 120 days of fiscal year end is an Event of Default, which allows the bank to require Sage to deposit cash collateral to the bank in an amount equal to the full letter of credit amount. However, no action has yet been taken by the bank to accelerate payment or require collateral posting. The letter of credit also contains various financial covenants, which cannot be calculated due to the delay of the FY 2008 audit. Outlook Key indicators (FY 2007 (April 30, 2007) audited financial data and fall 2008 enrollment data): -- Total Full-Time Equivalent Students (FTE): 2,159 students -- Direct Debt: $28.8 million (as of 12/31/08), including term loan and two lines of credit -- Total Financial Resources: $25 million as of 4/30/07 -- Three-Year Average Operating Margin: 0.3% as of 4/30/07 -- Reliance on Student Charges: 78.3% as of 4/30/07 Rated Debt -- Series 1999 bonds: Ba2 rating on watchlist for downgrade -- Series 2002 bonds: Ba2 underlying rating on watchlist for downgrade; Aa1/VMIG1 based on two-party pay rating methodology SAINT VINCENT CATHOLIC: Two Hospitals May File for Bankruptcy ------------------------------------------------------------- Anemona Hartocollis at The New York Times reports that Saint Vincent Catholic Medical Centers' St. John's Queens and Mary Immaculate hospitals may file for bankruptcy protection and close in February. Citing hospital officials, The NY Times relates that St. John's Queens and Mary Immaculate had sometimes been given millions of dollars in Queens' state subsidies just to meet their payrolls. The report says that with Queens now facing a $15 billion budget gap, the state was less likely to help hospitals that had limited long-term viability. According to The NY Times, Queens borough president Helen M. Marshall said that she was "extremely concerned" about the stability of St. John's Queens and Mary Immaculate. Ms. Marshall had learned from officials at Caritas that St. John's and Mary Immaculate could file for bankruptcy this month and could close by next month, the report states, citing Ms. Marshall's spokesperson, Dan Andrews. According to the report, Mr. Andrews said that Ms. Marshall has asked the governor's office help. The NY Times quoted Greater New York Hospital Association President Ken Raske as saying, "I am worried that this is a precursor of things to come." Citing the state Health Department spokesperson Claudia Hutton, The NY Times relates that the problems of St. John's Queens and Mary Immaculate had more to do with their sustainability than with the state's fiscal crisis. According to the report, Ms. Hutton said that the state has extended a total of $44 million in loans and grants to the two hospitals over the last two years. "It wasn't meant to be a permanent source of funding. We don't have any pending loan applications from them," the report quoted Ms. Hutton as saying. The NY Times reports that St. John's Queens and Mary Immaculate have over 400 beds and about 3,000 workers between them. The report says that the hospitals have been in precarious financial condition since at least 2005. Long Island Jewish Medical Center spokesperson Terry Lynam said that the center is interested in taking over St. John's Queens and Mary Immaculate, if it can consolidate the two antiquated facilities into a single plant, The NY Times states. Long Island Jewish would need a bond issue and state support to make a new hospital, which would be unlikely due to the poor economy, according to The NY Times. About Saint Vincent Catholic Medical Centers Saint Vincent Catholic Medical Centers is one of the New York metropolitan area's most comprehensive health care systems, serving nearly 600,000 people annually. SVCMC was established in 2000 as a result of the merger of Catholic Medical Centers of Brooklyn and Queens, Saint Vincent Hospital and Medical Center of New York and Sisters of Charity Healthcare on Staten Island. Sponsored by the Roman Catholic Bishop of Brooklyn and the president of the Sisters of Charity of New York, SVCMC serves as the academic medical center of New York Medical College in New York City. The system includes seven hospitals: * Bayley Seton, Staten Island * Mary Immaculate, Queens * St. John's Queens * St. Vincent's Manhattan * St. Vincent's Staten Island * St. Vincent's Westchester SEMGROUP LP: Court Denies Chevron Triangular Setoff --------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware has denied Chevron Products Company's request for a triangular set-off of claims involving SemCrude, L.P., and its affiliates SemFuel, L.P., and SemStream, L.P. According to Bloomberg's Bill Rochelle, Judge Shannon handed down a pivotal decision with respect to the "triangular setoff" issue between Chevron and Semgroup's affiliates. He says whether triangular setoffs are permissible is important in bankruptcy cases because an enforceable setoff gives the unsecured creditor the rights of a secured creditor. The issue, he says, comes into play especially when a creditor deals with a group of bankrupt companies. Chevron Products, a division of Chevron U.S.A., Inc., asked the Bankruptcy Court to lift the automatic stay to allow it to effect a set-off of the debts and credits pursuant to existing setoff clauses in agreements between the parties relating to the prepetition sale or purchase of crude oil, regular unleaded gasoline and butane, isobutene and propane. Chevron relates that it has an obligation to pay $1,405,878 to SemCrude, L.P. Chevron, on the other hand, is owed $10,228,449 by SemFuel, L.P., and by $3,549,343 from SemStream, L.P. According to Chevron's counsel, Richard L. Epling, Esq., at Pillsbury Winthrop Shaw Pittman, LLP, in New York, the debts are mutual obligations based on the parties' contracts. Various parties, including Semgroup, and its official committee of unsecured creditors opposed Chevron's request. Chevron's request to lift the automatic stay to effect a triangular setoff is a request for preferential treatment not sanctioned by the Bankruptcy Code nor applicable law, the Debtors argue. Although Chevron claims a setoff of mutual obligations, the obligations are not, by definition, mutual, the Debtors' counsel, Michael Kessler, Esq., at Weil Gotshal & Manges LLP, in New York, asserts. Instead, Chevron seeks a cross-affiliate setoff by which it would avoid paying its prepetition debt to SemCrude through a setoff against prepetition obligations owed to Chevron by SemFuel and SemStream. Judge Shannon held that Chevron is not permitted to effect a setoff against the Debtors because Section 553 of the Bankruptcy Code prohibits a triangular setoff of debts against one or more debtors in bankruptcy as a matter of law due to lack of mutuality. Under the mutuality requirement, setoff is only allowed when parties have mutual debts against each other. Chevron asserts that an exception to the Bankruptcy Code's mutuality requirement exists. It contends that a valid, pre- petition contract -- executed by a creditor, a debtor, and one or more third parties -- either satisfies the mutuality requirement or allows the parties to contract around the mutuality requirement found in Section 553(a) if the contract provides that one or more parties to the agreement can elect to setoff any debt it owes to one of the other parties against an amount owed to it by a different party to the agreement. The judge said that at first blush, Chevron's position appears to enjoy a measure of support in a dozen cases -- dozen cases that observed that an exception along the lines of that espoused by Chevron exists. However, he said, a close inspection reveals that not one of those cases actually upheld or enforced an agreement that allows for a triangular setoff. According to Judge Shannon, each of those cases directly or indirectly traces back to a single case decided by the United States Court of Appeals for the Seventh Circuit in 1964 under the former Bankruptcy Act. This decision, In re Berger Steel Co., 327 F.2d 401 (7th Cir. 1964), was the first case to raise the possibility that an exception to the Bankruptcy Act's mutuality requirement, found in section 68 of the former Bankruptcy Act, might be found in a contract contemplating a triangular setoff.5 Judge Shannon held that while the court's opinion in Berger Steel was subsequently read as recognizing an exception to the strict mutuality requirement found in the Bankruptcy Act of 1898, the court avoided addressing the broader question of whether a triangular setoff was permissible under the Bankruptcy Act if a contract signed by the parties to the proposed setoff contemplated such a remedy. According to Judge Shannon, in the complete absence of controlling or persuasive published caselaw on the issue, the Court is faced with two distinct questions: * First, may debts owing among different parties be considered "mutual" when there are contractual netting provisions governing all parties' business relationship? * If the answer is "no," then the second question is whether a "contractual exception" exists to section 553's mutuality requirement. Private Agreements Cannot Confer Mutuality On Non-Mutual Debts Judge Shannon notes that a party like SemCrude does not have to actually pay anything to a creditor such as Chevron under a tripartite setoff agreement; rather, it only sees one of its receivables reduced in size or eliminated. SemCrude does not owe anything to Chevron, thus there are no debts in this dispute owed between the "same persons in the same capacity." Likewise, Chevron does not have a "right to collect" against SemCrude under the agreement in this case. At most, the agreement of the parties would give Chevron a "right to offset" - a right to pay less than it would otherwise have to pay to the extent of the setoff. The agreement does not call for SemCrude to make a payment to Chevron, however. Consequently, the agreement does not call for Chevron to "collect" anything from SemCrude. Chevron is thus without a "right to collect" from SemCrude. "At bottom, Chevron may enjoy privity of contract with each of the relevant Debtors, but it lacks the mutuality required by the plain language of section 553," Judge Shannon said. Accordingly, Judge Shannon held that non-mutual debts cannot be transformed into a "mutual debt" under Section 553 simply because a multi-party agreement allows for setoff of non-mutual debts between the parties to the agreement. No Exception to "Mutual Debt" Requirement Exists Section 553(a) provides, in relevant part, that the Code "does not affect any right of a creditor to offset a mutual debt owing by such creditor to the debtor that arose before the commencement of the case under this title against a claim of such creditor against the debtor that arose before the commencement of the case. . . ." According to Judge Shannon, by allowing parties to contract around the mutuality requirement of Section 553, one creditor or a handful of creditors could unfairly obtain payment from a debtor at the expense of the debtor's other creditors, thereby upsetting the priority scheme of the Code and reducing the amount available for distribution to all creditors. "Such a result is clearly contrary both to the text of the Code and to the principle of equitable distribution that lies at the heart of the Code," he notes. For these reasons, the Court holds that no exception to the "mutual debt" requirement in Section 553 can be created by private agreement. About SemGroup SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08- 11525). These represent the Debtors' restructuring efforts: John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq. at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil Gotshal & Manges LLP. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on Nov. 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. SHERIDAN GROUP: S&P Affirms Corporate Credit Rating at 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Hunt Valley, Maryland-based The Sheridan Group Inc., including the 'B+' corporate credit rating. The rating outlook remains negative. The rating affirmation follows Friday's announcement by the company that it has entered into a waiver agreement with its banks, allowing Sheridan to enter into a transaction with its parent company, TSG Holdings Corp, to provide Holdings with capital in the aggregate amount of up to $14 million, to purchase capital stock of Holdings from Participatiemaatschappij Giraffe B.V., and to pay related expenses. In connection with this, a majority-owned subsidiary of Holdings, Euradius Acquisition Co., sold all of the outstanding capital stock of Euradius International Dutch Bidco B.V. to Giraffe. S&P views the above described transactions positively, even though they have thus far led to a $10 million outflow of cash ($8 million as a dividend and $2 million as a loan), because, going forward, they disassociate Sheridan from liquidity strained Euradius, eliminating the potential for any future support for this former affiliate. Euradius was originally purchased by Holdings to provide a European platform for some of Sheridan's larger customers. With this series of transactions, Sheridan will no longer be able to offer clients a global footprint; however, S&P expects that through its U.S. platform and through relationships, the company will still be able to serve the needs of these global clients. Sheridan faces a challenging operating environment in 2009, and S&P expects that credit measures will weaken somewhat further in the coming quarters. In addition, the company's revolving credit facility matures in May, and will need to be refinanced in a difficult credit and operating environment. While S&P expects that it will be renewed successfully, S&P anticipate that pricing will be higher. For the nine months ended Sept. 30, 2008, net sales for Sheridan increased 3.2% to $262 million, while EBITDA, adjusted for one time expenses, fell 3.8% to $31 million, and the company's EBITDA margin decreased by approximately 100 basis points. The increase in sales is, in part, due to higher paper costs, which get passed on to customers, and also due to some growth primarily in the books division. Operating performance continued to be negatively affected by weakness in the catalog division (which represented 2.3% of operating income, before corporate overhead, in the first nine months of 2008, as compared to 9.4% in the prior-year period) and certain start-up costs for new publications. "The 'B+' rating reflects Sheridan's niche positions within the printing industry and its high debt leverage," said Standard & Poor's credit analyst Ariel Silverberg. "The relative stability of the company's historical operating performance and its long- term customer relationships only partially temper these factors." Adjusted leverage for the 12 months ended Sept. 30, 2008 was 4.0x, and EBITDA coverage of interest was 2.3x. S&P expects that debt leverage could rise to the mid to high-4x area by the end of 2009, and that interest coverage will be around 2x. SHILOH INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it has affirmed its 'BB-' corporate credit rating on Shiloh Industries Inc. and removed it from CreditWatch with negative implications, where it had been placed on Nov. 13, 2008. The outlook is negative. "The affirmation reflects our view that Shiloh's credit ratios should satisfy minimum expectations for the ratings in 2009, even amid sharply declining automotive and commercial truck production in North America and other markets," said Standard & Poor's credit analyst Lawrence Orlowski. The outlook for light-vehicle production in Europe is rapidly deteriorating, and the continuing recession in North America will pull down auto sales sharply in 2009 from the already weak levels of 2008. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. Total sales in 2008 were 13.2 million units, the weakest since 1992 and down sharply from 16.1 million units in 2007. According to S&P's projections, Shiloh's leverage would increase to about 2.4x by the end of 2009 from about 1.7x as of Sept. 30, 2008, assuming sales decline by 15% in 2009 and gross margins deteriorate by almost 200 basis points. Nonetheless, this leverage measure would still be better than S&P's expected 3.5x to 4x for the rating. Also, funds from operations to total debt at the end of 2009 would be approximately 35%, easily surpassing the requirement for this rating of FFO to total debt to exceed 20%. The rating on Cleveland, Ohio-based Shiloh reflects the company's weak business risk profile and aggressive financial risk profile. The company manufactures steel blanks and stamped components for the automotive light-vehicle industry. Shiloh had total balance sheet debt of $71 million as of Oct. 31, 2008. The rating also reflects the very weak outlook for automotive and commercial truck demand and the possibility that revenue declines or margin deterioration could exceed S&P's current expectations, leading the company to produce significantly less free operating cash flow in 2009 and stretching credit ratios beyond S&P's targets. Shiloh's business risk assessment reflects the highly competitive and cyclical character of the company's end markets, as about 65% of its sales are to original equipment manufacturers, primarily in the light-vehicle auto industry. The company lacks geographic and customer diversity, as all of its manufacturing capacity resides in North America, and it generates more than 50% of its revenues from the three struggling Michigan-based automakers. Because of Shiloh's high operating leverage, cash flow is very sensitive to cyclical sales swings. The company holds a strong market share in the high-value-added, engineered, laser-welded blanks segment, and it is gradually expanding this segment as a percentage of total sales through new business. S&P expects that in addition to this internal growth, Shiloh will expand through acquisitions in non-auto markets (commercial truck, construction, and agriculture), as well as in other auto markets. Risks inherent in Shiloh's internal growth strategy include the possibility that customers will not adopt its new-technology offerings. North American auto production volumes remain very weak, especially for GM, which expects to cease production at four light-truck plants in the next two years. S&P expects these conditions to constrain Shiloh's ability to materially improve earnings and cash flow expansion in the year ahead. S&P also expects Shiloh to maintain FFO to lease-adjusted total debt of at least 20% at the current rating. The rating also reflects S&P's assumption that the company will retain its disciplined approach to business expansion and its focus on efficient operations to mitigate the persistent negative effects of industry problems. Shiloh has more than enough physical capacity to expand its near- term revenues, but S&P expects it to invest in advanced technology to maintain its productivity improvement goals. Shiloh's participation in OEM material resale programs provides significant protection because the company obtains most of its steel through these programs. The outlook is negative, reflecting the very weak outlook for the automotive industry, compounded by Shiloh's heavy exposure to GM. S&P could lower the rating if revenue declines or margin deterioration exceeds S&P's current expectations, leading the company to report negative free operating cash flow in 2009 and stretching credit ratios well beyond S&P's targets. S&P could also lower the rating if leverage rises significantly above 4x. For instance, a 25% decline in 2009 revenue year over year and a gross margin of 10% would bring the debt-to-EBITDA ratio above 4x. S&P could also lower the rating if FFO to total debt moved below 20%. For instance, this would occur if 2009 revenue fell 30% versus 2008 levels and the gross margin was 11%. Alternatively, S&P could revise the outlook to positive if auto industry fundamentals improve and stabilize, although S&P does not expect this scenario to occur in the year ahead, given the severity of the auto industry downturn and the economy. SMITH DEVELOPMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Smith Development, Inc. 4948 Old Dominion Drive Arlington, VA 22207 Tel: (703) 533-8880 Bankruptcy Case No.: 09-10078 Chapter 11 Petition Date: January 6, 2009 Court: Eastern District of Virginia (Alexandria) Company Description: The Debtor is engaged in building homes in Arlington since 1984. See: http://www.smithdevelopmentinc.com/communities.htm Debtor's Counsel: Martin C. Conway Email: mconway@pkc-law.com Pesner Kawamoto Conway PC 7926 Jones Branch Drive, Suite 930 McLean, VA 22102 Tel: (703) 506-9440 Total Assets: $7,357,200 Total Debts: $6,040,080 The petition was signed by M. Kevin Smith, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/veb09-10078.pdf SMURFIT-STONE CONTAINER: Bankruptcy Possible Amid Weakening Sales ----------------------------------------------------------------- Smurfit-Stone Container Corp. has told its lenders that it could file for bankruptcy protection within two weeks, amid weakening sales and a cash crunch, Jeffrey Mccracken and Ilan Brat at The Wall Street Journal report, citing people familiar with the matter. Smurfit-Stone Container owns timberland, paper mills, and recycling centers. WSJ relates that the company is directly linked to consumer goods, with its cardboard wrapping everything from computers and high-definition TV sets to pizza and office furniture. According to WSJ, sources said that Smurfit-Stone Container has hired Sidley Austin Brown & Wood as bankruptcy counsel, and it has hired financial advisers to try to line up about $750 million in debtor-in-possession financing. Citing people familiar with the matter, WSJ states that Smurfit-Stone Container has tapped Lazard Ltd. to negotiate for financing with existing lenders, which includes Deutsche Bank and J.P. Morgan. Once Smurfit-Stone Container secures the financing, it could file for bankruptcy, WSJ states. The financing has been harder and more expensive to secure in recent months due to the credit crunch, the report says. WSJ reports that Smurfit-Stone Container is heavily leveraged. The company, WSJ relates, borrowed money for a merger and capital spending. Citing people familiar with the matter, the report states that Smurfit-Stone Container has a $7.3 million interest payment due later this week. According to the report, Smurfit- Stone Container has $3.5 billion in outstanding debt and $7.5 billion in annual sales. The company, says the report, has $316 million in debt payments due in 2009. Smurfit-Stone Container also must refinance a $800 million revolving credit line due in November 2009, the report states. Investors, according to WSJ, doubt that Smurfit-Stone Container can continue paying its bills. The report says that one of Smurfit-Stone Container's bonds, a $675 million issue that matures in 2017, trades around 17 cents on the dollar. According to WSJ, a source said that Smurfit-Stone Container held a call with lenders last week discussing its efforts to raise bankruptcy financing. WSJ relates that Smurfit-Stone Container executives told lenders that the firm was doing what it needs "for a coordinated, controlled bankruptcy filing and reorganization." About Smurfit-Stone Container Headquartered in Chicago, Illinois, Smurfit-Stone Container Corporation (Nasdaq: SSCC) -- http://www.smurfit-stone.com/-- is a publicly traded holding company that operates through a wholly owned subsidiary company, Smurfit-Stone Container Enterprises Inc. The company is an integrated producer of containerboard and corrugated containers (paper-based industrial packaging) and is a large collector, marketer, and exporter of recycled fiber. Smurfit-Stone operates approximately 170 facilities and employs approximately 22,000 people. * * * As reported by the Troubled Company Reporter on Dec. 23, 2008, Standard & Poor's Ratings Services lowered its ratings on Smurfit- Stone Container Corp., including lowering its corporate credit rating to 'B' from 'B+'. At the same time, S&P placed all ratings on CreditWatch with negative implications. According to the TCR on Oct. 31, 2008, Fitch Ratings lowered the ratings of Smurfit-Stone Container Corporation as: -- Issuer Default Rating to 'B' from 'B+'; -- Secured bank debt to 'BB/RR1' from 'BB+/RR1'; -- Senior unsecured debt to 'B/RR4' from 'B+/RR4'; -- Preferred stock to 'CCC+/RR6' from 'B-/RR6'. Fitch said that the rating outlook remains negative. SOUTHERN DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Southern Development Seven, Inc. 21 Euharlee Five Forks Rd. Cartersville, GA 30120 Bankruptcy Case No.: 09-40055 Chapter 11 Petition Date: January 6, 2009 Court: Northern District of Georgia (Rome) Judge: Mary Grace Diehl Debtor's Counsel: Leon S. Jones Jones & Walden, LLC 21 Eighth Street, NE Tel: (404) 564-9300 Fax: 404-564-9301 Email: ljones@joneswalden.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Justin A. Galloway, CEO of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/gnb09-40055.pdf STEPHEN COMBS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Stephen Wayne Combs aka President of Steve Combs Construction, Inc. 11516 Appleby Farmington, AR 72730 Tel: (479) 530-4212 Bankruptcy Case No.: 09-70038 Chapter 11 Petition Date: January 6, 2009 Court: Western District of Arkansas (Fayetteville) Debtor's Counsel: Robert Jeffrey Conner Conner Law Firm 3398 E. Huntsville Rd. Fayetteville, AR 72702-3546 Tel: (479) 443-8080 Fax: (479) 443-8084 Email: rjclawyer@aol.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 largest unsecured creditors is available for free at: http://bankrupt.com/misc/awb09-70038.pdf STONERIDGE INC: S&P Affirms 'B+' Corporate Credit Ratings --------------------------------------------------------- Standard & Poor's Ratings Services said it has affirmed its 'B+' corporate credit and issue-level ratings on Stoneridge Inc. and removed them from CreditWatch with negative implications, where they had been placed on Nov. 13, 2008. The outlook is negative. "The affirmation reflects our view that Stoneridge's credit ratios should remain at or near our minimum expectations for the ratings in 2009, even amid sharply declining automotive and commercial truck production in North America and other markets," said Standard & Poor's credit analyst Lawrence Orlowski. According to S&P's projections, Stoneridge's leverage would increase substantially to about 4x by the end of 2009 from about 2.5x as of Sept. 30, 2008, more than erasing the company's substantial progress made in the past several quarters, assuming sales decline by 15% in 2009 and gross margins deteriorate by 200 basis points. This would place the company's leverage at the high end of S&P's expected 3.5x to 4x range for the rating. EBITDA interest coverage could be slightly below S&P's targeted 2.5x to 3x range. The ratings on Warren, Ohio-based Stoneridge reflect its vulnerable business risk profile and aggressive financial risk profile. Its diversified revenue base, lack of near-term maturities, and reasonable prospects for maintaining positive free cash flow partially offset these concerns. The company had total balance sheet debt of $183 million as of Sept. 30, 2008. Stoneridge makes electrical and electronic components and systems for the light- and commercial-vehicle markets in North America (73%) and the rest of the world (27%). The vulnerable business risk profile reflects the highly competitive and cyclical character of Stoneridge's end markets, combined with the company's relatively small scope and scale. Together, these factors limit the company's ability to mitigate adverse business, financial, or economic conditions. In addition, Stoneridge's customer base is somewhat concentrated; the largest single customer (a participant in the medium-duty truck market) provides about 20% of revenue. The Michigan-based automakers, which continue to slash production, account for nearly 20% of revenues and a majority of the company's North American light-vehicle-related business. Despite challenging market conditions, especially in North America, credit measures at the end of the third quarter improved year over year. However, since the third quarter, the outlook for demand in Stoneridge's end markets has weakened considerably because of the economic downturn and lack of credit availability. Production by the Michigan-based automakers will be sharply lower during 2009, and commercial vehicle demand is tied directly to the economy and remains weak. In addition, S&P expects production of Mine Resistant Ambush Protected vehicles for the U.S. military, an important source of profitability for Stoneridge and many other truck suppliers in 2008, to be much lower for all of 2009. S&P also expect the European truck market to decline significantly in 2009. The company should benefit from ongoing restructuring initiatives that began in fourth-quarter 2007 and should have been substantially completed in 2008. These actions and organic revenue expansion could support profitability beginning in 2009, even if end markets weaken. The benefit of these restructuring initiatives was expected to be $8 million to $12 million in 2009 and beyond; however, weak volumes may prevent at least some of the realization of these improvements. To support its most recent restructuring effort, which began in October 2007, the company built up its inventory to facilitate production line shifts, which it expects to fall as production shifts to other facilities. Stoneridge expects working capital to improve quickly after it completes the production shifts. In the intermediate term, S&P does not expect Stoneridge to pursue any transforming acquisitions until the benefits of restructuring initiatives are evident and primary end markets have stabilized. However, the company could make modest transactions as opportunities occur. The negative outlook reflects the very weak outlook for automotive and commercial-truck demand. According to S&P's forecast, industry challenges could lead Stoneridge to report a 15% decline in sales in 2009 and a 200-basis-point deterioration in gross margins. S&P could lower the rating if revenue declines or margin deterioration exceed S&P's current expectations, leading the company to report negative free operating cash flow in 2009 and stretching credit ratios well beyond S&P's targets. S&P could also lower the rating if leverage rises significantly above 4x or if EBITDA interest coverage declines below 2.5x. TARGUS GROUP: Narrow Cushions Won't Affect Moody's Junk Rating -------------------------------------------------------------- Moody's Investors Service commented on likely ongoing narrow covenant cushions at Targus Group International, Inc. (CFR of Caa1, stable outlook). Although the ratings are not immediately affected, absent substantive liquidity improvements, any covenant violations that remain uncured within the period specified in the company's credit agreement could result in an immediate downgrade. More details are available on www.moodys.com. The previous rating action was on February 14, 2008 when Moody's changed the outlook to stable from negative. The Caa1 Corporate Family Rating was affirmed. Targus Group International, Inc., based in Anaheim, California, designs, develops, and distributes notebook computer cases and computer accessories. The company sells its products to original equipment manufacturers, third-party distributors, and retailers worldwide. Targus generated revenue of about $524 million for the fiscal year ended September 30, 2008. TARRAGON CORP: Two Units Files for Chapter 11 Bankruptcy -------------------------------------------------------- Debtor: Tarragon Corporation 423 West 55th Street, 12th Floor New York, NY 10019 Bankruptcy Case No.: 09-10555 Debtor-affiliates filing separate Chapter 11 petitions on Jan. 13, 2009: Entity Case No. ------ -------- Murfreesboro Gateway Properties, LLC 09-10650 Tarragon Stonecrest 09-10653 Debtor-affiliates filing separate Chapter 11 petitions on Jan. 12, 2009: Entity Case No. ------ -------- 800 Madison Street Urban Renewal, LLC 09-10546 Block 88 Development, LLC 09-10547 Tarragon Edgewater Associates, LLC 09-10548 The Park Development East LLC 09-10549 The Park Development West LLC 09-10550 900 Monroe Development LLC 09-10552 Tarragon Development Corporation 09-10553 Bermuda Island Tarragon LLC 09-10556 Central Square Tarragon LLC 09-10557 Abrachem Group, LLC 09-10558 Charleston Tarragon Manager, LLC 09-10559 Fenwick Plantation Tarragon, LLC 09-10562 Omni Equities Corporation 09-10564 One Las Olas, Ltd. 09-10570 Orion Towers Tarragon, LLP 09-10572 Orlando Central Park Tarragon, L.L.C. 09-10574 Tarragon Development Company LLC 09-10575 Tarragon Management, Inc. 09-10576 Tarragon South Development Corp. 09-10578 Vista Lakes Tarragon L.L.C. 09-10579 Related Information: The Debtors (NasdaqGS:TARR) engage in the development, ownership, and management of real estate properties in the United States. It operates in two divisions, a Real Estate Development Division (Development Division) and an Investment Division. The Development Division focuses on developing, renovating, building, and marketing homes in high- density, urban locations and in master- planned communities. The Investment Division owns and operates a portfolio of stabilized rental apartment communities located in Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island, Tennessee, Maryland, Oklahoma, Michigan, and Georgia. The company was founded in 1973. According to the Troubled Company Reporter on Nov. 5, 2008, the company has entered into a restructuring support and forbearance agreement with the holders of its $125 million of corporate-level unsecured subordinated notes. The holders of the subordinated notes have agreed to support a financial restructuring of Tarragon and to refrain from exercising any of their rights and remedies under the terms of the subordinated notes through June 30, 2009, subject to the terms and conditions of the agreement. As part of the financial restructuring, the subordinated notes and approximately $38 million of indebtedness held by an affiliate of William S. Friedman, Tarragon's Chairman and Chief Executive Officer, and Robert P. Rothenberg, Tarragon's President, would be restructured and become obligations of a reorganized Tarragon or an affiliated issuer. The agreement also contemplates that Tarragon would enter into one or more definitive agreements with a sponsor of an overall financial restructuring plan. Under the overall plan, which may be implemented through a voluntary petition for Chapter 11 bankruptcy protection, the sponsor of the plan and certain Tarragon debtholders would receive shares of reorganized Tarragon's equity representing a controlling interest in the reorganized company in exchange for the assumption of indebtedness. See: http://www.tarragoncorp.com/ Court: District of New Jersey Judge: Donald H. Steckroth Debtor's Counsel: Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Cole Schotz Meisel Forman & Leonard, P.A. Court Plaza North 25 Main Street, P.O. Box 800 Hackensack, NJ 07602-0800 Tel: (201) 489-3000 Fax: (201) 489-1536 http://www.coleschotz.com Claims Agent: Kurztman Carson Consultants LLC The Debtors' financial condition as of September 30, 2008 Total Assets: $840,688,000 Total Debts: $1,035,582 The Debtor's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Taberna Capital Management LLC $125,972,840 c/o Cohen Bros. & Company 450 Park, 23rd Floor New York, NY 10022 AJD Construction Company, LLC $2,897,978 948 Highway 36 Leonardo, NJ 07737 Omni Boys North Ltd. (Zipes Note) $1,026,846 c/o Richard Zipes 112 Nurmi Drive Fort Lauderdale, FL 33301 Sovor Associates(290 Veterans) $600,000 c/o Peter B. Eddy, Esq., at Williams, Caliri, Miller & Otley, P.C. 1428 Route 23 Wayne, NJ 07470-0995 Bank of America $261,235 United Healthcare Insurance Co. $158,073 Steelways Inc. $118,125 iStar FM Loans, LLC $104,964 Posner Advertising $89,672 Mahoney Cohen & Company CPA PC $83,229 Winter Management Corp. $64,147 Tricony CFC, LLC $48,051 The Crossings at Fleming Island $39,497 CDD EC Enterprises Consultants, LLC $34,822 Devon Design, LLC $33,672 ESCC $32,030 NANC Construction Services $30,138 Regions Bank $24,642 K Langford Lawn Care Inc. $22,500 Las Olas River House Condo Ass. $20,528 Direct Cabinet Sales $20,092 Assurant Employee Benefits $18,409 Bank Atlantic $17,426 Progress Energy Florida, Inc. $15,246 ComCast $11,735 Christina Stilles Interiors $10,233 Kirst Kosmoski, Inc. $10,216 Lapatka Associates, Inc. $9,802 Mechanical Services of Central FL $9,112 Refinish Plus Corporation $8,950 The petition was signed by Kathryn Mansfield, executive vice-president and secretary. TEKNI-PLEX INC: Resigned CRO to Stay as Advisor; Names New COO -------------------------------------------------------------- Tekni-Plex, Inc., disclosed in a filing with the Securities and Exchange Commission that James A. Mesterharm resigned from his position as chief restructuring officer effective Dec. 1, 2008. Mr. Mesterharm has agreed to continue to provide services to the company as a restructuring advisor in accordance with the terms of that certain engagement letter dated as of Dec. 17, 2007, between AP Services, LLC, a Delaware limited liability company and the Company. The board of directors appointed Edward Goldberg to serve as the company's chief operating officer. Mr. Goldberg began serving as COO of the company on Dec. 5, 2008. Mr. Goldberg's employment as an officer of the company does not have a fixed term and will continue until terminated by either Mr. Goldberg or the company. Mr. Goldberg's compensation arrangements with respect to his service as COO have yet to be determined. Prior to his appointment as COO, Mr. Goldberg was a senior vice president of the company, in charge of the Colorite business line. Prior to August 2008, Mr. Goldberg managed the company's packaging business. He joined the company in 2001 and served as a director of the company from 2005 until May 30, 2008. Prior to joining the company he worked for Procter & Gamble and The Scott Paper Company. He received his BS and MS degrees in Chemical Engineering from Rensselaer Polytechnic Institute in 1971. There have been no transactions since the beginning of the company's last fiscal year, nor are any transactions currently proposed, in which the company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Goldberg had or will have a direct or indirect material interest. About Tekni-Plex Inc. Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni- plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada. * * * Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1 senior secured debt rating which was placed in January 2008. TEKNI-PLEX INC: Completes Consent Solicitations for Senior Notes ---------------------------------------------------------------- Tekni-Plex, Inc., disclosed in a filing with the Securities and Exchange Commission that it has completed consent solicitations related to its outstanding 10.875% Senior Secured Notes due 2012 and its 8.75% Senior Secured Notes due 2013. The company was soliciting consents to waive and amend certain covenants in: i) the Indenture, dated as of June 10, 2005, by and among the company, each of the guarantors party thereto and HSBC Bank USA, National Association, as trustee, pursuant to which the 2012 Notes were issued; and ii) the Indenture, dated as of Nov. 21, 2003, by and among the company, the Guarantors and the Trustee, pursuant to which the 2013 Notes were issued. The Consent Solicitations expired at 5:00 p.m. New York City time on Dec. 2, 2008, and at that time the company had received consents to the Waivers, Supplemental Indentures and Amended and Restated Intercreditor Agreement from the holders of a majority in aggregate principal amount of the 2012 Notes and the 2013 Notes, respectively. The company paid a consent fee in the sum of $1,317,710.00, pro-rata, to those holders of Notes who delivered valid unrevoked consents in the Consent Solicitations. Waivers The company, the Guarantors and the Trustee entered into: (i) a waiver under the 2012 Indenture; and (ii) a waiver under the 2013 Indenture. The Waivers provide for: i) a waiver of the company's failure to comply with Section 4.03 of the Indentures which require the company to file an Annual Report on Form 10-K for the fiscal year ended June 27, 2008, and a Quarterly Report on Form 10-Q for the fiscal period ended Sept. 26, 2008, with the SEC; and ii) a waiver of the company's failure to comply with Section 4.04 of the Indentures which require the company to deliver an officers' Certificate to the Trustee in connection with its fiscal year ended June 27, 2008; stating that, among other things, the company is not in default in the performance or observance of any of the terms, provisions and conditions of the Indentures or the Security Documents. Supplemental Indentures The company, the Guarantors and the Trustee entered into: i) a Supplemental Indenture under the 2012 Indenture; and ii) a Supplemental Indenture under the 2013 Indenture. The Supplemental Indentures provide for a suspension through Dec. 30, 2009, of the company's obligations under each of the Indentures to file Quarterly and Annual Reports on Forms 10-Q and 10-K, and Current Reports on Form 8-K with the SEC. During the Filing Suspension Period, the company will use its efforts to provide the Trustee and the holders of the Notes with certain unaudited quarterly and annual financial information. Except as described above, the material terms of the Indentures are substantially unchanged. Amended and Restated Intercreditor Agreement The company, the Guarantors, the lenders party thereto and the Trustee entered into an amendment to the Access, Use and Intercreditor Agreement, dated as of June 10, 2005, by and among the company, the Guarantors, the lenders party thereto and the Trustee, to reflect the incurrence by the company of a new $15,000,000 term loan secured by the Collateral in favor of Citicorp USA, Inc. and the lenders party thereto. About Tekni-Plex Inc. Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni- plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada. * * * Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1 senior secured debt rating which was placed in January 2008. TEKNI-PLEX INC: Grants 157,500 Options to Buy Shares of Stock ------------------------------------------------------------- Tekni-Plex, Inc., disclosed in a filing with the Securities and Exchange Commission that the board of directors has granted an aggregate of 157,500 options to purchase shares of company common stock to executive officers of the company. Each option was granted in accordance with, and subject to the terms and conditions of, both the Tekni-Plex, Inc. 2008 Stock Option Plan and the executive's individual stock option agreement with the company. Except for the number of options granted and the division of these options between the two exercise prices, the material terms of each option grant were the same. Tekni-Plex notes that: a) Each option is 50% service-based and will vest and become exercisable as to 20% of such service-based portion of the option on each of Dec. 31, 2009, 2010, 2011, 2012, and 2013, subject to the executive's continued employment with the company on each vesting date. b) Each option is 50% performance-based and will vest and become exercisable as to 20% of such performance-based portion with respect to each of the fiscal years ending on or around June 30, 2009, 2010, 2011, 2012, and 2013, subject to both the executive's continued employment with the company on each vesting date and achievement by the company of the applicable annual performance goal, which will be established annually by the board of directors after consultation with the executive. If any performance goal is not achieved by the company, the affected portion of the option may still vest at a later date if the board determines that the company has achieved the applicable cumulative performance goal through the end of a later fiscal year. On a change in control of the company, any unvested portion of each option will immediately become fully vested and exercisable. Each option expires ten years from the date of grant. The options do not qualify as incentive stock options under Section 422 of the Internal Revenue Code. c) Each option was granted in consideration for services provided to the company. The company received no cash for the issuance of the option. d) The company relied on the exemption from registration provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933 for the issuance of the option. The company did not engage in any public advertising or general solicitation in connection with this transaction, and limited the transaction to persons who are accredited investors and executive officers of the company. In addition to representations by each executive, the company have made independent determinations that each executive was an accredited or sophisticated investor, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. The company provided each executive with disclosure of all aspects of its business, including its reports filed with the SEC, its press releases, access to its auditors, and other financial, business, and corporate information. The company believes that each executive obtained all information regarding the company he requested, received answers to all questions each investor and his advisors posed, and otherwise understood the risks of accepting the company's securities for investment purposes. e) The option is exercisable to purchase shares of company common stock. Executive Officer Option Grants On Dec. 31, 2008, certain executive officers of the company were granted options to purchase shares of company common stock in the amounts and at the exercise prices. Name of Option Holder: Michael Franklin, SVP - Pharmaceutical and Int'l. Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 25,250 Name of Option Holder: Edward Goldberg, Chief Operating Officer Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 25,250 Name of Option Holder: Daniel Mullock, Vice President, Procurement Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 16,500 Name of Option Holder: Miguel Nistal, SVP - Colorite Division Number of Shares at $65.54 Exercise Price: - Number of Shares at $110.91 Exercise Price: 17,500 Name of Option Holder: Norm Patterson - SVP - Dolco Packaging Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 25,250 Name of Option Holder: Luc Vercruyssen - SVP - Europe Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 25,250 Name of Option Holder: Michael Zelenty - SVP and General Counsel Number of Shares at $65.54 Exercise Price: 1,000 Number of Shares at $110.91 Exercise Price: 16,500 Change of Principal Executive Office On Jan. 1, 2009, the company changed its principal executive office to 1150 First Ave., Suite 501, King of Prussia, Pennsylvania. About Tekni-Plex Inc. Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni- plex.com/ -- manufactures packaging, packaging products and materials as well as tubing products. The company primarily serves the food, healthcare and consumer markets. It has built leadership positions in its core markets, and focuses on vertically integrated production of highly specialized products. Tekni-Plex has operations in the United States, Europe, China, Argentina and Canada. * * * Tekni-Plex Inc. continues to carry Moody's Investor Service's Caa1 senior secured debt rating which was placed in January 2008. TENNECO INC: S&P Downgrades Corporate Credit Rating to 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services said it has lowered its corporate credit rating on Lake Forest, Illinois-based Tenneco Inc. to 'B+' from 'BB-' and removed all the ratings from CreditWatch, where they had been placed with negative implications on Nov. 13, 2008. The outlook is negative. At the same time, S&P also lowered its issue-level ratings on the company's debt. "The downgrade reflects our view that declining light-vehicle sales and production in North America and Europe during 2009 will lower Tenneco's profitability and cash flow generation and strain liquidity," said Standard & Poor's credit analyst Lawrence Orlowski. S&P expects U.S. light-vehicle sales to fall about 24% in 2009, to about 10 million units, as the economy remains weak because of falling housing prices, rising unemployment, and the difficulty for consumers and businesses in accessing the credit markets. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units. S&P expects sales and production declines in Europe to be significant as well. Tenneco is highly exposed to declining vehicle production by virtually all of its large customers, including General Motors Corp. and Ford Motor Co. The company's geographic and business diversity will not be able to offset the anticipated auto production declines in 2009. S&P estimates that if Tenneco's sales decline roughly 10% in 2009, adjusted debt to EBITDA could reach 4.7x and funds from operations to total debt could be 13.3%, compared with 4.2x and 13.5% that S&P estimated for 2008. For the current rating, S&P expects debt to EBITDA to be less than 4.5x and FFO to total debt to be greater than 10%. Tenneco's liquidity is adequate. The outlook is negative. S&P expects Tenneco to face a challenging operating environment as demand for light and commercial vehicles continues to founder in 2009. S&P could lower the rating further if FFO to total debt drops below 10%. This could occur, for example, with a gross margin of 14.0% and more than a 15% decline in 2009 revenue, which could push FFO to total debt under 10%. A revision in S&P's outlook to stable is unlikely because market conditions will likely continue to deteriorate, preventing an improvement in credit measures. Nevertheless, as auto and truck demand rebounds, S&P could revise the outlook to positive or raise the rating if adjusted EBITDA rose to $470 million, approximately 14% above S&P's current EBITDA projection for 2009. For example, a gross margin of 14.8% and a 15% increase over 2008 revenue could push the debt-to-EBITDA ratio under 4.0x and therefore back toward S&P's range of expectations for a 'BB-' corporate credit rating. TEXAS INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B1' ---------------------------------------------------------------- Moody's Investors Service downgraded Texas Industries, Inc. CFR to B1 from Ba3. The outlook has been revised to stable from negative. In addition, Moody's changed the ratings on its $200 million senior secured credit facilities to Ba1 from Ba3, recognizing its enhanced security position in the capital structure, and lowered the company's $550 million senior unsecured notes to B2 from Ba3, as the credit facilities now benefit from structural seniority over them. The company's $200 million senior secured revolving credit facility maturing in 2012 was previously unsecured and is now secured by working capital assets of the company. The downgrade results from the company's slowing sales volumes in both California and Texas, lower earnings expectations, and weaker credit metrics. The company's California operations remain adversely impacted by slow residential construction, weak commercial construction fundamentals, and heretofore modest municipal spending. The benefits its Texas markets had enjoyed during the first half of calendar 2008, partially as a result of robust energy sector spending, have dwindled as the price of oil declined and the broader economy continued to contract. The B1 CFR is supported by the company's leading position in the markets it serves, moderate degree of financial leverage, and the potential that federally supported infrastructure spending may partially offset declines in residential and commercial construction. The company's recently announced plans to defer up to $60 million of capital expenditures, also serve to defend its cash and liquidity position. The stable outlook presumes that the company will be able to partially mitigate declining industry fundamentals with capital expenditure deferral, cost cutting, and efficient use of its existing capacity. Moody's last rating action occurred on August 7, 2008 when it assigned a Ba3 rating to Texas Industries' $250 million of senior unsecured notes. Texas Industries, Inc, headquartered in Dallas, Texas manufactures cement, aggregates and ready-mixed concrete. The company serves end-use markets such as public works, commercial, industrial, institutional and residential construction sectors, and energy markets, while generating approximately 80% of revenues in Texas and 20% in California. TKNY GLOBAL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: TKNY Global LLC 53 Osgood Street Andover, MA 01810 Bankruptcy Case No.: 08-44069 Chapter 11 Petition Date: December 16, 2008 Court: District of Massachusetts (Worcester) Judge: William C. Hillman Debtor's Counsel: Victor Bass, Esq. Burns & Levinson LLP 125 Summer Street Boston, MA 02110-1624 Tel: (617) 345-3290 Email: vbass@burnslev.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Anil Kapoor, manager of the company. The Debtor did not file a list of 20 largest unsecured creditors. TRONOX INC: Receives Court Approval of First Day Motions -------------------------------------------------------- Tronox Incorporated has received Court approval of several "first day" motions in its Chapter 11 reorganization, including authorization to use up to $100 million of its $125 million debtor-in-possession financing facility provided by its current bank group, led by Credit Suisse. The orders approved by Judge Allan Gropper of the U.S. Bankruptcy Court of the Southern District of New York will help ensure Tronox continues business as usual during its post filing restructuring period. ""I am pleased to report that the relief granted by the Court provides Tronox with ample liquidity to continue normal operations as we execute our business restructuring and address the company's debt structure, in particular its legacy liabilities," said Dennis Wanlass, Tronox chairman and chief executive officer. "Importantly, our customers and suppliers can rest assured that Tronox will have the liquidity it needs to continue to purchase goods and services and provide quality, on-time products and services as we move forward through this restructuring process." Tronox and certain of its subsidiaries on January 12, 2009 filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in order to facilitate a business restructuring that will maximize value and strengthen operations. The filing does not include Tronox's operations outside of the U.S., which are based in Australia, Germany and the Netherlands. The interim Debtor In Possession Financing Order grants Tronox interim authority to use up to $100 million in debtor-in- possession financing under its agreement with its lending group, led by Credit Suisse. Tronox will seek court permission for access to the entire $125 million financing facility at a hearing February 6, 2009 at 10:00 am. About Tronox Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) -- http://www.tronox.com/-- is a producer and marketer of titanium dioxide pigment, an inorganic white pigment used in paint, coatings, plastics, paper and many other everyday products. The company's five pigment plants, which are located in the United States, Australia, Germany and the Netherlands, supply performance products to approximately 1,100 customers in 100 countries. In addition, Tronox produces electrolytic products, including sodium chlorate, electrolytic manganese dioxide, boron trichloride, elemental boron and lithium manganese oxide. The company is the world's third largest maker of titanium dioxide behind DuPont Co. and Saudi-owned National Titanium Dioxide Co., known a Cristal, according to Bloomberg. Tronox has $1.6 billion in total assets, including $646.9 million in current assets, as at September 30, 2008. The company has $881.6 million in current debts and $355.9 million in total noncurrent debts. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D. N.Y. Case No. 09-10156). The case is before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represent the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants serves as notice and claims agent. Until September 30, 2008, Tronox Inc. was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox Inc. has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. (Tronox Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Salient Terms of LandCo Debtors' Plan -------------------------------------------------------------- Tropicana Entertainment LLC and 26 other debtors on Jan. 11 filed two disclosure statements explaining two separate plans of reorganization. If confirmed, the Plans, both filed on Jan. 8, would cancel the company's long-term indebtedness and convert a substantial portion of the debt into ownership stakes in two emergent entities: -- one referred to in the plan as OpCo that is comprised of 10 casinos and resorts in the Tropicana portfolio, including the properties in Atlantic City, New Jersey and Evansville, Indiana; and -- the other referred to as LandCo that is comprised of the Tropicana casino property in Las Vegas. Under the plan, the secured component of the $2.3 billion OpCo indebtedness is to be converted to common stock and the unsecured component cancelled. All of the $442 million LandCo secured debt is to be converted to equity. In addition, the Plans call for Tropicana to retire the $67 million outstanding under its debtor in possession financing facility and pay in full certain allowed administrative and tax claims. Unsecured creditors will obtain recovery from funds obtained by a liquidating trust. William Yung, founder of Columbia Sussex, will lose his equity interests in Tropicana. Mr. Yung acquired Aztar Corp. for $2.8 billion in 2007, and renamed the company Tropicana Entertainment. He has been removed as a member of the Tropicana Board pursuant to mismanagement allegations. Holders of claims under the Debtors' prepetition credit facilities, referred to as the LandCo and OpCo Credit Facilities, will obtain shares of stock of Reorganized LandCo and OpCo, respectively. Holders of OpCo Credit Facility Claims will also receive notes and certain sale proceeds. Both unsecured creditors and holders of OpCo and LandCo Credit Facilities are impaired -- meaning they won't receive full recovery -- and will be entitled to vote on the Plans. Mr. Yung will be deemed to reject the Plans on account of his zero recovery. According to the LandCo Disclosure Statement, LandCo's creditors and interest holders will have these recoveries: Class Description Treatment of Claim; Recovery ----- ----------- ---------------------------- NA DIP Facility Claims Paid in full. Est. Recovery: 100% NA Administrative Claims Paid in full. Est. Recovery: 100% Est. Amount: $924,000 NA Priority Tax Claims Paid in full Est. Amount: $1,000 1 Other Priority Claims Paid in full in Cash or receive other treatment as the LandCo Debtors and the holder may otherwise agree Est. Recovery: 100% Est. Amount: $69,000 to $211,000 2 Other Secured Claims Including any claim for postpetition interest accrued until the Confirmation Date, Other Secured Claims will be reinstated; paid in full in Cash; have the collateral securing the Claim returned; or receive other treatment as the LandCo Debtors and the holder may otherwise agree Est. Recovery: 100% Est. Amount: $36,000 3 LandCo Credit Pro rata share of the Facility Claims Reorganized LandCo Common Stock Est. Recovery: 81% to 85.6% Est. Amount: $442,700,000 4 LandCo General Pro rata share of the Unsecured Claims Litigation Trust Proceeds Est. Recovery: 0% Est. Amount: $1.5 million to $7.5 million 5 LandCo Credit Facility Pro rata share of the Deficiency Claims Litigation Trust Proceeds Est. Recovery: 0% Est. Amount: $64 million to $84 million 6 Insider Claims In Cash, the pro rata share of the Insider Claim Distribution provided that the distribution will be subject to the right of set-off against the total aggregate value of the Insider Causes of Action Est. Recovery: 0% Est. Amount: $28.2 million 7 Unsecured Convenience Cash equal to 3% of the Allowed Class Claims Unsecured Convenience Class Claim Est. Amount: $1.8 million to $2.1 million 8 Intercompany Claims None. The LandCo Debtors or the Reorganized LandCo Debtors, as applicable, reserve the right to reinstate any or all Intercompany Claims. 9 Yung Interests On the Effective Date, the Yung Interests will be canceled and will be of no further force and effect, whether surrendered for cancellation or otherwise. 10 Intercompany Interests Except as otherwise provided, Intercompany Interests held by the LandCo Debtors will not be canceled. However, on the Effective Date, the Intercompany Interests held by the OpCo Debtors will be canceled. Copies of the LandCo Plan and LandCo Disclosure Statement, as well as certain exhibits including a Liquidation Analysis, are available for free at: http://bankrupt.com/misc/LandCoDebtors_Ch11Plan.pdf http://bankrupt.com/misc/Tropi_LandCoDisclosureStatement_Jan11_par t1.pdf http://bankrupt.com/misc/Tropi_LandCoDisclosureStatement_Jan11_par t2.pdf http://bankrupt.com/misc/Tropi_LandCoDS_exB_LiquidationAnalysis.pd f http://bankrupt.com/misc/Tropi_LandCoDS_exC_FinancialProjections.p df http://bankrupt.com/misc/Tropi_LandCoDS_exD_CorporateStructure.pdf TROPICANA ENTERTAINMENT: Salient Terms of OpCo Debtors' Plan ------------------------------------------------------------ Tropicana Entertainment LLC and 26 other debtors on Jan. 11 filed two disclosure statements explaining two separate plans of reorganization. If confirmed, the Plans, both filed on Jan. 8, would cancel the company's long-term indebtedness and convert a substantial portion of the debt into ownership stakes in two emergent entities: -- one referred to in the plan as OpCo that is comprised of 10 casinos and resorts in the Tropicana portfolio, including the properties in Atlantic City, New Jersey and Evansville, Indiana; and -- the other referred to as LandCo that is comprised of the Tropicana casino property in Las Vegas. Under the plan, the secured component of the $2.3 billion OpCo indebtedness is to be converted to common stock and the unsecured component cancelled. All of the $442 million LandCo secured debt is to be converted to equity. In addition, the Plans call for Tropicana to retire the $67 million outstanding under its debtor in possession financing facility and pay in full certain allowed administrative and tax claims. Unsecured creditors will obtain recovery from funds obtained by a liquidating trust. William Yung, founder of Columbia Sussex, will lose his equity interests in Tropicana. Mr. Yung acquired Aztar Corp. for $2.8 billion in 2007, and renamed the company Tropicana Entertainment. He has been removed as a member of the Tropicana Board pursuant to mismanagement allegations. Holders of claims under the Debtors' prepetition credit facilities, referred to as the LandCo and OpCo Credit Facilities, will obtain shares of stock of Reorganized LandCo and OpCo, respectively. Holders of OpCo Credit Facility Claims will also receive notes and certain sale proceeds. Both unsecured creditors and holders of OpCo and LandCo Credit Facilities are impaired -- meaning they won't receive full recovery -- and will be entitled to vote on the Plans. Mr. Yung will be deemed to reject the Plans on account of his zero recovery. According to the OpCo Disclosure Statement, OpCo's creditors and interest holders will have these recoveries: Class Description Treatment of Claim; Recovery ----- ----------- ---------------------------- NA DIP Facility Claims Paid in full. Est. Recovery: 100% Est. Amount: $67 million NA Administrative Claims Paid in full. Est. Recovery: 100% Est. Amount: $5.1 million to $8.5 million NA Priority Tax Claims Paid in full. Est. Recovery: 100% Est. Amount: $1.4 million to $8.5 million 1 Other Priority Claims Paid in full in Cash or other treatment as agreed by the OpCo Debtors and the holder. Est. Recovery: 100% Est. Amount: $255,000 to $1,300,000 2 Other Secured Claims Including any claim for postpetition interest accrued until the Confirmation Date, Secured Claims will be reinstated; paid full in Cash; have the collateral securing the Claim returned; or receive other treatment as the OpCo Debtors and the holder may otherwise agree Est. Recovery: 100% Est. Amount: $1.1 million to $16.9 million 3 OpCo Credit Facility Pro rata share of the Claims Reorganized OpCo Common Stock, OpCo Payment, the Reorganized OpCo Notes, and the Tropicana Atlantic City sale proceeds, if any Est. Recovery: 100% recovery Est. Amount: $1.1 million to $1.3 million 4 OpCo General Unsecured Pro rata share of the Claims Reorganized OpCo Warrants and the Litigation Trust Proceeds Est. Recovery: 1% to 2% Est. Amount: $29.6 million to $124.4 million 5 OpCo Noteholder Pro rata share of the Unsecured Claims Subscription Rights, the Litigation Trust Proceeds, and the Reorganized OpCo Warrants Est. Recovery: 1% to 2% Est. Amount: $998.5 million 6 OpCo Credit Facility Pro rata share of the Litigation Deficiency Claims Trust Proceeds Est. Recovery: 0% Est. Amount: $355 million to $548 million 7 Insider Claims In Cash, the pro rata share of the Insider Claim Distribution provided that the distribution will be subject to the right of set-off against the total aggregate value of the Insider Causes of Action. Est. Recovery: 1% to 2% Est. Amount: $23.8 million 8 Unsecured Convenience Cash equal to 3% of the Allowed Class Claim Unsecured Convenience Class Claim Est. Amount: $8.1 million to $8.6 million 9 LandCo Stock Pledge None Claims 10 Intercompany Claims None. The OpCo Debtors or the Reorganized OpCo Debtors, as applicable, reserve the right to reinstate any or all Intercompany Claims. 11 Yung Interests On the Effective Date, the Yung Interests will be canceled and will be of no further force and effect, whether surrendered for cancellation or otherwise. 12 JMBS Interests On the Effective Date, the JMBS Interests will be canceled and will be of no further force and effect, whether surrendered for cancellation or otherwise. 13 Intercompany Interests The Intercompany Interests will not be canceled. Copies of the OpCo Plan and the OpCo Disclosure Statement, as well as certain exhibits including the Liquidation Analysis, are available at no charge at: http://bankrupt.com/misc/OpcoDebtors_Ch11Plan.pdf http://bankrupt.com/misc/Tropi_OpCoDisclosureStatement_Jan11_part1 .pdf http://bankrupt.com/misc/Tropi_OpCoDisclosureStatement_Jan11_part2 .pdf http://bankrupt.com/misc/Tropi_OpCoDS_exB_LiquidationAnalysis.pdf http://bankrupt.com/misc/Tropi_OpCoDS_exC_FinancialProjections.pdf http://bankrupt.com/misc/Tropi_OpCoDS_exD_CorporateStructure.pdf About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The Court has extended the Debtors' exclusive period to file a plan, through and including Jan. 12, 2009, and to solicit votes on the plan through and including March 13, 2009. (Tropicana Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) TRUCK IT: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Truck It, Inc. 5565 Nashville Road Franklin, Kentucky 42134 Tel: (270) 586-8845 Bankruptcy Case No.: 09-10009 Chapter 11 Petition Date: January 6, 2009 Court: Western District of Kentucky (Bowling Green) Company Description: The Debtor provides general freight and trucking services. Debtor's Counsel: Russ Wilkey 111 W. Second Street Owensboro, KY 42303 Tel: (270) 685-6000 Fax: 270 683 2229 Email: dcwilkey@wilkeylaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Steve Ligon, president of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/kwb09-10009.pdf TRW AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services said it has lowered its ratings on Livonia, Michigan-based TRW Automotive Inc., including the corporate credit rating, which was lowered to 'BB' from 'BB+'. The ratings were also removed from CreditWatch, where they had been placed with negative implications on Oct. 7, 2008. The outlook is negative. "The downgrade reflects our view that auto industry difficulties this year will pressure TRW's revenues, EBITDA, and cash generation," said Standard & Poor's credit analyst Nancy Messer, "making it unlikely that TRW would be able to maintain credit measures appropriate for the previous rating." S&P's opinion is based on the rapidly deteriorating outlook for light-vehicle production in Europe, TRW's largest market, and the continuing recession in North America, where auto sales will also decline significantly in 2009. For example, for the last three months of 2008, the seasonally adjusted annual rate of light-vehicle sales in the U.S. was below 11 million units, and S&P expects sales in 2009 to be 10 million units, 24% below 2008 actual sales. TRW is one of the world's 10 largest manufacturers of original equipment automotive parts and designs. Nearly 70% of its sales comes from outside North America; its largest customer, Volkswagen AG, accounts for about 17% of sales. Combined sales to the Michigan-based automakers account for about 22% of TRW's consolidated revenues. The Western European market for new passenger cars is slipping rapidly as signs of lower consumer spending, and North American OE production volumes are already very weak. Industry participants in the U.S. and Europe, including TRW, are exposed to cost increases for steel and other raw materials, which they can rarely recover in full from customers. TRW's financial results for the nine months ended Sept. 26, 2008, fell short of S&P's expectations because of a loss reported for the third quarter. Gross margin declined in the third quarter because of the unfavorable automaker sales mix, lower volumes, and higher raw material costs. Revenues rose slightly. European sales, which had helped TRW's financial performance in the first half of the year, declined significantly in the second half. S&P expects TRW's full-year 2008 EBITDA to decline at least 10% year over year. Although free cash flow was negative for the nine months ended Sept. 26, 2008, S&P expects the company to have generated some positive cash flow for the fourth quarter, as is typical, and break even for the year. A solid book of new business supports favorable long-term prospects, but S&P expects the company's financial performance to remain under pressure through 2009 and into 2010. The outlook on TRW is negative. S&P could lower the rating if S&P came to believe that adjusted debt to EBITDA would exceed 4.0x on a sustained basis or if funds from operations to adjusted debt were to fall below 20%. S&P estimates that this could occur if, for example, EBITDA fell about 20% from the trailing-12-month Sept. 30, 2008, level of $1.3 billion. S&P believes worsening global industry conditions would be the most likely cause of such a decline. S&P also believes failure to offset price and commodity cost pressures with cost savings and operating efficiencies could be a contributing factor. S&P could revise the outlook to stable if TRW can generate sufficient free cash to allow for permanent debt reduction, although this outcome is less likely in the year ahead because of difficult global market conditions. TWKWR INC: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- Josh McCann at Islandpacket.com reports that TKWR, Inc., has filed for Chapter 11 bankruptcy protection, after Hilton Head Island Beach & Tennis Resort, sued for more than $50,000 in unpaid rent. Islandpacket.com relates that Bob Marzbanian -- managing partner of Shoreline Ballroom, which TKWR operates -- said that the bankruptcy filing is a business strategy to get both parties to negotiate. Citing Mr. Marzbanian, Islandpacket.com states that TKWR and Hilton Head will meet this weekend to resolve their differences, and the bankruptcy case would be dismissed once the two parties reach an agreement. Court documents say that TKWR denies it owes rent and claims to Hilton Head. According to the documents, Hilton Head has interfered with TKWR by preventing that company from further renovating Shoreline Ballroom. Court documents state that TKWR leases 20,000 square feet of space in the convention center at the resort on Folly Field Road. TKWR, Inc., a.k.a. The Kings Wharf Restaurant, filed for Chapter 11 bankruptcy protection on Nov. 21, 2008 (Bankr. D. S.C. Case No. 08-07470). The company listed $500,000 to $1 million in assets and $500,000 to $1 million in liabilities. UNIVERSITY OF SOUTH INDIANA: Moody's Assigns Rating on $50M Bonds ----------------------------------------------------------------- Moody's Investors Service has assigned an A2 underlying rating to the University of Southern Indiana's $50 million of Student Fee Bonds, Series J. The rating outlook is stable. At this time, Moody's are also affirming USI's A2 ratings on parity student fee bonds secured by a pledge and first lien on student fees as well as the A3 ratings on auxiliary system revenue bonds secured by a pledge of and parity first lien on the net income of the auxiliary system. Use of proceeds: Proceeds from the Series 2009 J bonds will finance the construction of a business and engineering center ($35 million, available for fee replacement by the State), the renovation and expansion of a university center ($14 million, not available for fee replacement) and the refunding of the Series G bonds. Security: Series J bonds are secured by pledged of and first lien on student fees, which include all academic fees as well as tuition, excluding certain mandatory fees. There is no reserve fund. The Series J bonds are on parity with the Student Fee Bonds Series F, H and I bonds. The Auxiliary System Revenue Bonds, Series 2001A and 2003 are secured a pledge of and parity lien on the net income of the auxiliary system which include student housing, parking facilities and dining services. Interest rate derivatives: In conjunction with the issuance of the Series 2008A bonds (not Moody's rated), the University entered into a 13-year interest rate swap with Old National Bank of Evansville (rated A1). Under the terms of the agreement, the University receives a variable rate of 65% of LIBOR and pays a fixed rate of 3.97%. The documents maintain a termination event based upon the downgrade of the Bank's unsecured rating to BBB- or lower, Baa3 or lower or BBB- or lower. As of January 8, 2009, the mark-to-market of the swap was a liability to the University of approximately $1.3 million. The University is not required to post collateral. USI maintains an additional interest rate swap on its Junior Lien Student Fee Bonds, Series 2006 (not Moody's rated). Under the terms of the swap agreement, the University pays a fixed rate of 4.67% and receives a rate of 65% of LIBOR plus 79 basis points. As of January 8, 2009, the mark-to-market value of the swap was a liability to the University of approximately $1.4 million. The University is not required to post collateral. Strengths * Stable market position as the primary provider of four-year education in the southwest region of Indiana. The University has experienced moderate enrollment growth with fall 2008 full- time equivalent enrollment of 8,437 students, up 4% from 8,120 FTEs in fall 2004. * Adequate coverage of pro-forma debt and operations, 0.7 times and 1.1 times, respectively for FY2008 from limited expendable resource base of $120 million. However, fee replacement on 64% of debt service is reimbursed from the State on student fee bonds. Student fee replacement approval has been received for $35 million of the Series J projects. * Consistently healthy operating margins with three-year average operating margin of 5.9%, as calculated by Moody's, and good average debt service coverage of 1.8 times. Pledged revenues of $14 million are projected to cover auxiliary system revenue debt by over 1.25 times, the covenant requirement. * Level state appropriations and anticipation of continued operating and capital support, as state appropriations account for 40% of operating revenues. Challenges * Limited revenue base of $120 million compared to a 2007 median of A2-rated institutions of $178 million and below average FTE of 8,437, compared to a 2007 median of 9,879, the University is left somewhat vulnerable to shifts in enrollment and economic cycles. * Low net tuition per student of $4,251 in fall 2008, compared to a 2007 median of $5,332 for other A2-rated institutions. The lower-than-peer net tuition per student is driven by the University's mission to provide access to students in southwest Indiana. It is likely that the University's net tuition per student will remain below those of its peers in the state. * Retention rates of 66% continue to challenge the University although measures are being undertaken to combat this issue such as mentoring and coordination of student life issues. Market Position/Competitive Strategy: Stable Student Demand And Established Market Position The University serves as a regional public institution serving southwestern area of the state in Evansville, Indiana. Originally founded as a regional campus of Indiana State University and gaining independence in 1985, USI primarily provides undergraduate programs of study and will focus on adding graduate programs in various disciplines, such as nursing, as well as offer continuing education classes to meet the changing needs of the community. USI seeks to continue to strengthen partnerships with employers in the region and expand upon its Co-op and internship programs of study. The University has maintained relatively stable enrollment with a current student body of 8,437 full-time equivalent students. USI has shown consistent selectivity in admissions, with a fall 2008 acceptance rate of 88% and matriculation of 47%. For fall 2008, USI received over 5,100 freshman applications, an increase of 19% over 2004. The University projects level enrollment and tuition increases of 3%-4% annually, which are expected to produce growth in tuition revenue. The anticipated tuition increases are expected to allow the institution to keep pace with its peer State institutions. Price remains of high importance, as approximately 40% of the student body is comprised of first generation students. Growth of tuition revenue is a key credit factor for this institution. The institution's primary market challenge continues to be in retention with an overall rate of 66%. USI continues to take measures to ensure student needs are anticipated and met and has instituted freshman seminars, advising/mentoring programs and coordination with the office of student life to integrate programs and residential services as well as additional resources. Operating Performance: Favorable Operating Performance And Operating Cash Flow, Providing Good Debt Service Coverage Moody's believes that USI will continue to generate favorable operating margins, generating a three-year average operating margin of 5.9% in FY2008, as calculated by Moody's. Operating cash flow generation has been strong, producing average debt service coverage of 1.8 times. The University has diverse revenue sources, with student charges accounting for 30% of FY2008 operating revenues while state appropriations represent 40%. While Indiana has maintained stable funding for higher education over the years, the State is holding back $30 million of appropriations across all of higher education for repair and rehabilitation for FY 2009, the current fiscal year. For USI, this translates into $560,962 in repair and rehabilitation and an additional 1% decrease of its operating funds to approximately $40 million for FY2009. The State of Indiana funds approximately 64% of the debt service on the University's debt through its student fee replacement program. Under the fee replacement program, the debt remains a legal obligation of the University, but the State reimburses debt service. With the exception of the deferment of $500,000 in appropriations in 2000-2001, the State has consistently funded the full amount of debt service even during difficult economic times and Moody's expects that going forward, the State will continue to fund this debt service at the 100% level. Pledged revenues of the auxiliary system, $14 million in FY2009, provide coverage of the auxiliary system revenue debt by over the 1.25 times the covenant requirement. Included in the pledged revenues of the auxiliary system are student rents, board fees and transportation fees. As demand for the institution progresses and student housing occupancy remains at 94%, Moody's believe the security provides good coverage of the System bonds. Moody's currently maintains an Aa1 issuer rating on the State of Indiana, with a stable outlook. The Aa1 rating is based on governance structure that provides for strong executive budgetary management, low debt levels; and trend of recent expenditure restraint that has aided recovery of accumulated reserves. Offsetting challenges include a weakening economy, with nearly flat non-farm employment growth, high exposure to manufacturing and quickening pace of manufacturing job losses and high concentration of auto-related manufacturing employment; low funded ratio of the Teachers' Retirement Fund; and affordability of property tax relief measure in the context of a slowing economy, lower revenue growth and potential state fiscal strain. For more information, see Moody's report published on November 10, 2008. Balance Sheet Position: Financial Resource Base Provides Adequate Support Of Debt Levels USI continues to show growth in its financial base that provides adequate support of its debt position. For FY2008, the University reported $151 million in total financial resources including its affiliated foundations, up nearly 78% from 2004. Approximately $121 million of total resources are expendable and in FY2008, provided an adequate cushion of pro-forma debt and operations 0.7 times and 1.1 times, respectively. Moody's expect the University to show increases in resource levels from retained operating surpluses, providing some additional balance sheet cushion. The University is currently in the midst of a presidential search, with current expectations of new leadership taking office in July 2009. With the start of a new president is the likelihood of a strategic plan that may outline additional campus needs. Over the past few years, USI has invested heavily in its campus facilities and structures with substantial borrowing unlikely. The University would, at some point, like to build an arts theater but would not proceed with the project unless gifts and state fee replacement were both received. Levels of University giving have increased over recent years, with three-year gift revenue of $9.2 million. USI's first and only capital campaign concluded in 1998 with $24 million in pledges and deferred gifts. In 2008, the University received a gift of 900 acres of land as well as $500,000 in cash, with a total value of $7.7 million. Moody's expects giving to remain stabilized over the near-term. As of November 30, the University's endowment totaled $58 million, up from $44.4 million in 2004. For the quarter ended September 2008 the investment return was 8.5% with conservative allocation of equities (70%) and fixed income (30%). The investment committee utilized the services of an external consultant and does not maintain any plans to reallocate the portfolio holdings. Outlook The stable outlook is based on Moody's expectation of continued growth in enrollment, favorable operating margins resulting in healthy debt service coverage and ongoing state fee-replacement appropriations representing a significant proportion of the University's debt. What Could Change the Rating - UP Enrollment and revenue growth while maintaining favorable operating performance; improving levels of financial resources to provide a strong cushion for debt. What Could Change the Rating - DOWN Deterioration of operating performance; weakening of student market position; reduction in State's reimbursement of debt service. Key Indicators (Fiscal year 2008 financial results with fall 2008 enrollment data): * Numbers in parentheses indicate a 30% decline in financial resources * Total Full-Time Equivalent Enrollment: 8,437 * Total Financial Resources: $151 million * Total Pro-Forma Direct Debt: $173 million ($106 million) * Expendable Financial Resources to Pro-Forma Debt: 0.7 times (0.5 times) * Expendable Financial Resources to Operations: 1.1 times (0.8 times) * Net tuition as a share of operating revenues: 29% * State appropriations as a share of operating revenues: 40% * State of Indiana: Aa1 Rated Debt Student Fee Bonds: -- Series F: A2 rating; FGIC insured (FGIC's current financial strength rating is Caa1 with a negative outlook) -- Series H, I: A2 rating; Ambac insured (Ambac's current financial strength rating is Baa1with a developing outlook) -- Series G: Aa2/VMIG1 (based on letter of credit with JP Morgan Chase) Auxiliary System Bonds: -- Series 2001A, 2003: A3 rating; Ambac insured (Ambac's current financial strength rating is Baa1 with a developing outlook) VEGAS ASSISTED: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Vegas Assisted Living, LLC aka Sun Mountain Community aka Plaza at Sun Mountain c/o J. Wallace Gutzler P.O. Box 3006 Salem, OR 97302-0006 Bankruptcy Case No.: 09-30151 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Anderson Senior Living Property, LLC 08-07255 Briarwood Retirement and Assisted Living 08-07339 Community, LLC Century Fields Retirement and Assisted Living 08-07338 Community, LLC Champlin, LLC 08-37147 Charlotte Oakdale Property, LLC 08-07256 Colonial Gardens, LLC 08-36655 Court at Clifton Park, LLC 08-37154 Court at Greece, LLC 08-37158 Court at Orchard Park, LLC 08-37161 Greensboro Oakdale Property, LLC 08-07257 Hendersonville Senior Living, LLC 08-36673 Kearney Senior Living, LLC 08-37152 Mc Cook Senior Living, LLC 08-37148 Medallion Assisted Living Limited Partnership 08-36638 Montclair Senior Living, LLC 08-37159 Mountain View Village Assisted Living and 08-36991 Retirement Cottages, LLC Mt. Pleasant Oakdale I Property, LLC 08-07258 Mt. Pleasant Oakdale II Property, LLC 08-07259 Nashville Senior Living, LLC 08-07260 Portland Senior Living, LLC 08-36630 Sanddollar Court Memory Care, LLC 08-37157 Seward Senior Living, LLC 08-37168 Spring Pointe, LLC 09-60012 St. George Senior Living, LLC 08-37155 Stayton SW Assisted Living, L.L.C. 08-36637 Vancouver Care, L.L.C. 08-37156 Village at Greece, LLC 08-37149 W-E Specialized Care, LLC 08-37151 Wayne Senior Living, LLC 08-37146 Winston-Salem Oakdale Property, LLC 08-07261 Chapter 11 Petition Date: January 11, 2009 Court: District of Oregon Judge: Elizabeth L. Perris Debtor's Counsel: Leon Simson, Esq. leon.simson@tonkon.com 888 S.W. 5th Ave., No. 1600 Portland, OR 97204 Tel: (503) 802-2067 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 ------ --------------- ------------ Har-Bro Construction Inc. trade debt $61,232 2750 Signal Hill Signal Hill, CA 90755 Sysco Food Services trade debt $44,611 Cust #108175 6201 E. Centinnial Parkway Las Vegas, NV 89115 City of Las Vegas Annual Sewer trade debt $42,342 Department of Finance/Business P.O. Box 52794 Phoenix, AZ 85072-2794 Liberty Mutual trade debt $34,405 Hi-Tech Commercial Service trade debt $7,412 Maverick Fire Protection Inc. trade debt $7,237 Direct Supply trade debt $6,126 Capital Premium Financing Inc. trade debt $5,969 Otis Elevator Co., Inc. trade debt $4,110 High Desert Landscape and trade debt $3,400 Design Grove Mueller and Swank PC trade debt $3,100 Emcompass Textiles and trade debt $3,066 Interiors former Resident No. VAL-01 resident refund $2,084 Besam Entrance Solutions trade debt $2,059 CDW traded debt $2,047 former Resident No. VAL-02 resident refund $1,882 The Home Depot Supply trade debt $1,606 Office Depot trade debt $1,367 Embarq Communications trade debt $1,212 SW Gas Corp trade debt $981 The petition was signed by Jon M. Harder, manager of the company. VIRGIN MOBILE: Reports Preliminary Data for Year ended Dec. 31 -------------------------------------------------------------- Virgin Mobile USA Inc. disclosed selected preliminary key metrics for the three months and full year ended Dec. 31, 2008. The results reported are preliminary and subject to completion of full audited financial statements for the period referenced. Fourth quarter net customer additions were approximately 216,000 with churn for the fourth quarter 2008 of 4.8%, as the company saw a benefit from consumers looking for value in a challenging economic environment. Virgin Mobile USA ended the year with approximately 5,380,000 customers, including customers added with the acquisition of Helio, which closed on Aug. 22, 2008. The company attracted more than 3.3 million gross customer additions during the year. "The initiatives we have implemented throughout 2008 have begun to show clear benefits to our results," said Virgin Mobile USA CEO Dan Schulman. "Our new offers have helped lead to strong customer growth and improved retention as consumers look for value and flexibility during uncertain economic times," Mr. Schulman said. "Our hybrid plans continue to grow in popularity, accounting for over 50% of our gross adds in October and November and 29% of our subscriber base at the end of November. We expect the growth of these plans to lead to continued improvement in ARPU trends in the fourth quarter of 2008." Virgin Mobile USA expects to release complete financial results for the fourth quarter and full year 2008 on March 3, 2009. About Virgin Mobile USA Inc. Headquartered in Warren, New Jersey, Virgin Mobile USA Inc. (NYSE: VM) -- http://www.virginmobileusa.com/-- is a provider of wireless, pay-as-you-go communications services without annual contracts. Voice pricing plans range from monthly options with unlimited nights and weekends to by-the-minute offers, allowing consumers to adjust how and what they pay according to their needs. Virgin Mobiles full slate of handsets, including the Wild Card, Super Slice and Cyclops, are available at top retailers in more than 35,000 locations nationwide and online, with Top-Up cards available at more than 130,000 locations. Virgin Mobile USA Inc.'s balance sheet at Sept. 30, 2008, showed total assets of $395.9 million and total liabilities of $751.4 million resulting in a shareholders' deficit of about $355.5 million. WHITNEY LAKE: Files Chapter 11 Plan and Disclosure Statement ------------------------------------------------------------ Whitney Lake, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina on Dec. 22, 2008, a disclosure statement detailing information needed by holders of claims or interests entitled to vote to make an informed decision about the merits of approving its plan of reorganization. Plan Summary There are four main components to the Financial Plan. First, complete and sell the existing inventory of townhomes. Second, use the cash proceeds in part to pay creditors, pay administrative claims, and fund future construction that will provide future sales and cash. Third, redesign the master plan to reflect current market conditions and the relative demand for single family housing versus townhomes and condominiums. Finally, merge Whitney Lake, LLC with Whitney Lake Tract B-1, LLC to consolidate certain assets and simplify practices common to both entities, as well as to enhance the plan of reorganization. 90%+/- of membership shares in both companies are held by the same parties. Pursuant to the merger plan, membership shares in Whitney Lake, LLC and Whitney Lake Tract B-1, LLC will be converted into Interests in the "new" Whitney Lake, LLC. The allocation of membership shares will be based on the paid-in capital of members of both companies. Currently, there are 85 townhome units in various stages of completion that require an estimated $1,645,398 to completed. The Debtor projects to complete and sell the units within 24 months of the Plan Effective Date. Once the current inventory of 85 townhomes are sold and Phase 2c lots start closing, capital is accumulated to start Phase 2e. Once lots in Phase 2e begin to close, capital would be accumulated in order to start Phase 4a. Part of the capital that would be accumulated would also be used to fund vertical construction in Phase 2a. The non-lender creditors will receive about 65% of the distributions during the last four months of the 40-month plan because about two-thirds of the net income generated during the plan is used to fund construction of roadways and dwelling. The plan does not require construction financing. Within 40 months, the Debtor projects to pay all creditors in full. The plan classifies claims and interests into 15 classes: Claim Class Type of Claim Treatment Amount ------- ------------------------- --------- --------- Class I Administrative Claims Impaired Class II Taxes Due - Impaired $23,343 Claim of The Charleston County Delinquent Tax Office Class III Taxes Due - Impaired $62,677 Claim of The City of Charleston Revenue Collection, South Carolina Class IV Mortgagee, Phase 2 - Impaired $4,130,398 Claim of Regions Bank Class V Morgagee, Sailfish Lots 8, 9 & 10 - Claims of Regions Bank Impaired $271,688 Class VI Mortgagee, B1 - Impaired $845,595 Regions Bank Class VII Constrution Loans, First Impaired $1,244,062 Horizon Class VIII Construction Loans, Stock Impaired $2,403,592 Building Suply Class IX Construction Loans, Regions Impaired $7,654,645 Bank Class X Junior Secured Creditors, Impaired $3,527,043 Phase 1b, 1c, 1b Infall Class XI Junior Secured Creditor, Impaired $637,657 Phase 2 Class XII Deposit Priority Creditors Impaired $11,000 Class XIII Unsecured Creditors Impaired $1,733,224 Class XIV Unsecured Creditors Less than Impaired $10,550 $990 Class XV Equity Security Holders Unimpaired Payments of Class I claims shall be made as appropriate under applicable law or approved by the Court. Class II claims will be paid in full from the sale and closing of units that the apportioned taxes apply to. Class III claims will be paid in full within two years in equal monthly installments of $2,612 each, commencing 30 days after the Effective Date of the Plan. The Debtor proposes to pay the Class IV, Class V and Class VI claims of Regions bank with interest at 5% p.a. within a period of 40 months of the Plan Effective Date. The Debtor proposes to pay the Class VII claim of First Horizon Bank, the Class VIII claim of Stock Building Supply, and the Class IX claim of Regions Bank, with interest at 5% p.a., within two years of the Plan Effective Date. Class X, which includes the mechanics lien holders in Phase 1b & 1c and the judgment creditor, Bankcorp, Inc., will be paid in full within 40 months of the Plan Effective Date. Creditors under Class XI, which consists of mechanic lien creditors in Phase 2, shall be paid in conjunction with and under the same terms as Class X Junior Secured Creditors and will share in said distributions on a pro-rata basis. Class XII claims shall be paid in full over a period of 12 months in equal monthly payments, to be pro-rated among the creditors, commencing 30 days from the Effective Date of the Plan. Claims of unsecured creditors under Class XIII shall be paid 20% of $10,000 per each townhome or lot closing that takes place starting 30 days from the Effective Date. This class will be paid in full within 40 months of the Plan Effective Date. Class XIV shall be paid installments of $586 per month over 18 months starting 30 days from the Plan Effective Date. The interests of the Equity Security Holders under Class XV will retain their interests in the Debtor. Cramdown Except for Class XV, which is unimpaired, all classes are entitled to vote to accept or reject the Plan. In accordance with the "cramdown" provision of the Bankruptcy Code under Sec. 1129(b), in the event the requisite acceptances are not obtained, the Court may nevertheless confirm that the Plan awards fair and equitable treatment of the class or classes rejecting the Plan. A full-text copy of the Debtor's Plan of Reorganization, dated Dec. 22, 2008, is available for free at: http://bankrupt.com/misc/WhitneyLakePlan.pdf A full-text copy of the Disclosure Statement, dated Dec. 22, 2008, explaining the Debtor's Plan of Reorganization is available for free at http://bankrupt.com/misc/WhitneyLakeDS.pdf Based in Johns Island, South Carolina, Whitney Lake, LLC -- http://www.whitneylake.com/-- is a townhouse subdivision developer. The company filed for Chapter 11 relief on Sept. 18, 2008 (Bankr. D. S.C. Case No. 08-05729). Kevin Campbell, Esq., at Campbell Law Firm, P.A. represents the Debtor as counsel. When the company filed for protection from its creditors, it listed total assets of $22,807,654, and total debts of $21,197,259. WHITNEY LAKE: Wants to Hire Kenneth Krawcheck as Special Counsel ---------------------------------------------------------------- Whitney Lake, LLC, asks the U.S. Bankruptcy Court for the District of South Carolina for permission to employ the services of Kenneth C. Krawcheck, Esq. of Krawcheck Law Firm, LLC, as special counsel. Mr. Krawcheck's duties would include investigating and prosecuting objections to claims, avoidance actions, and the recovery of assets. Mr. Krawcheck bills at $250 per hour and his firm's paralegals bill at $100 per hour. Mr. Krawcheck assures the Court that neither he nor the firm hold an interest adverse to the Debtor or its estate, and he and the firm are "disinterested" persons as defined in Sec. 101(14) of the Bankruptcy Code. Based in Johns Island, South Carolina, Whitney Lake, LLC -- http://www.whitneylake.com/-- is a townhouse subdivision developer. The company filed for Chapter 11 relief on Sept. 18, 2008 (Bankr. D. S.C. Case No. 08-05729). Kevin Campbell, Esq., at Campbell Law Firm, P.A. represents the Debtor as counsel. When the company filed for protection from its creditors, it listed total assets of $22,807,654, and total debts of $21,197,259. WELLS GROUP: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Wells Group, Inc. dba Coffee County Ready Mix dba Bedford County Ready Mix 1620 Old Tullahoma Highway Manchester, TN 37355 Bankruptcy Case No.: 09-10038 Chapter 11 Petition Date: January 6, 2009 Court: Eastern District of Tennessee (Winchester) Judge: R. Thomas Stinnett Debtor's Counsel: Paul E. Jennings 805 S. Church Street, Ste. 3 Murfreesboro, TN 37130 Tel: (615) 895-7200 Fax: (615) 895-7294 Email: paulejennings@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Jason Wells, managing member of the company. A list of the Debtor's largest unsecured creditors is available for free at: http://bankrupt.com/misc/teb09-10038.pdf WISCONSIN TERRAZO: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Wisconsin Terrazo & Tile, Inc. 555 Braund Street Onalaska, WI 54650 Tel: (608) 779-5010 Fax: (608) 779-9444 Bankruptcy Case No.: 08-16640 Chapter 11 Petition Date: December 16, 2008 Court: Western District of Wisconsin (Eau Claire) Judge: Thomas S. Utschig Company Description: Wisconsin Terrazo & Tile, Inc., is a building contractor specializing in the installation of terrazo tiles. See: http://www.wisconsinterrazzo.com/ Debtor's Counsel: Galen W. Pittman, Esq. 300 N. 2nd Street, Suite 210 La Crosse, WI 54602-0668 Tel: (608) 784-0841 Email: galenpittman@centurytel.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Daniel M. Nelson, president of the company. A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wwb08-16640.pdf WOODSIDE GROUP: Court Sets January 31, 2009 General Bar Date ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California Georgia set: (1) Jan. 31, 2009, as the deadline for the filing of proofs of claim or interests in Woodside AMR 107, Inc. and Woodside Portofino, Inc.'s bankruptcy case (collectively the "March Debtors") arising on or before March 31, 2008; (2) Jan. 31, 2009, as the deadline for the filing of proofs of claim or interests in 185 Woodside Group, LLC, et al. bankruptcy cases (collectively, the "August Debtors") arising on or before Sept. 16, 2008; (3) March 14, 2009, as the last day for all governmental units to assert claims or interests arising (a) on or before March 31, 2008, in the March Debtors' bankruptcy cases and (b) on or before Sept. 16, 2008, in the August Debtors' bankruptcy cases. Claims must be filed on or before the Bar Date at: Woodside Group Claims Processing c/o Kurtzman Carson Consultants LLC PO Box 1070 Riverside, CA 92502 or (for overnight deliveries) United States Bankruptcy Court Central District of California Woodside Group Claims Processing c/o Intake Department 3420 Twelfth Street Riverside, CA 92501-3819 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. WORKFLOW MANAGEMENT: S&P Raises Corporate Credit Rating to 'CC' --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Workflow Management Inc. to 'CC' from 'D'. The rating outlook is negative. In addition, S&P raised its issue-level rating on the company's first-lien debt to 'CCC' (two notches higher than the 'CC' corporate credit rating) from 'D'. The recovery rating on this debt remains unchanged at '1', indicating S&P's expectation of very high (90%-100%) recovery for lenders in the event of a payment default. The issue-level rating on Workflow's second-lien debt remains at 'C', and the recovery rating on this debt remains at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "The ratings upgrade reflects the company's payment of a previously withheld amortization payment on its first-lien term loan and the execution of forbearance agreements with its first- and second-lien lenders," explained Standard & Poor's credit analyst Mike Listner. Conditions of the forbearance agreements require the honoring of the scheduled principal payment, and lenders consenting to the waiver of certain events of default arising prior to the execution date and during the forbearance period, scheduled to conclude on March 2, 2009. Based on the now current status of the company's first-lien term loan, S&P has raised the issue level rating of the credit facility to 'CCC'. While the forbearance agreement provides for a waiver of any breach of the financial covenants stipulated in the credit agreements during the forbearance period, the agreements preclude the company from making any cash payments on its second-lien term loan. As the company is required to make a scheduled interest payment on its second-lien term loan on Jan. 30, 2009, failure to honor this payment, as required under the forbearance agreement, would result in a default under the original terms of the credit agreement. This would subsequently result in a downgrade of the corporate credit rating to 'D' and a downgrade of the issue-level rating on the second-lien term loan to 'D' on that date. The 'CC' corporate credit rating reflects Workflow Management's significant debt service requirements, recent operating hallenges, and limited liquidity, as well as the high likelihood of an upcoming payment default (as previously explained). While the forbearance agreements require the company to work toward the refinancing of its indebtedness, the uncertainty surrounding the possible refinancing of these obligations and the resulting terms weigh heavily on the rating. Given its private company status, Workflow does not publicly disclose its financial information. * FDIC Asks Banks How They're Using Gov't Aid to Help Homeowners ---------------------------------------------------------------- Damian Paletta at The Wall Street Journal reports that the Federal Deposit Insurance Corp. has asked the banks it regulates to disclose how they are using billions of dollars in government aid to help homeowners avoid foreclosure. According to WSJ, FDIC wants information from banks that have used the liquidity, debt-guarantee or capital-injection programs. Banks should establish a monitoring process "to determine how participation in these federal programs has assisted institutions in supporting prudent lending and/or supporting efforts to work with existing borrowers to avoid unnecessary foreclosures," WSJ quoted FDIC as saying. Citing critics, WSJ relates that banks are allegedly hoarding the money, which the lenders have denied, saying that they are lending but trying to be prudent due to the uncertain economic conditions. The Congress, says WSJ, would demand more limits on how banks use the money, and the incoming administration is considering new requirements to track how banks are using the money to lend. * S&P Says Transportation Sector Faces A Dim Outlook In 2009 ------------------------------------------------------------ A rapidly deteriorating U.S. economy, slowing growth worldwide, and credit market dislocations are stepping up the pressure on North American transportation companies, according to an industry report card published by Standard & Poor's Ratings Services today. The sharp decline in oil prices (S&P projects average prices of $44 per barrel in 2009, compared with $100 in 2008) provides a significant offset for airlines but only modest relief for other sectors that already had means to pass through higher fuel costs, according to the report, "Industry Report Card: Recession Is Creating A Dim 2009 Outlook For The North American Transportation Sector." S&P sees trucking and car rental companies under the greatest pressure and recently downgraded several large participants in those sectors: YRC Worldwide Inc. (CCC/Watch Dev/--), Avis Budget Group Inc. (CCC+/Watch Pos/--), and Dollar Thrifty Auto Group Inc. (CCC+/Watch Neg/--). All these companies' fates now depend on conditions in their markets, and negotiations with lenders for some, according to the report. The weakness is spreading to other sectors that had previously seen only moderate weakness, including air express, shipping, railroads, and equipment leasing companies. In each case, volumes are slipping, though pricing is holding up fairly well in selected sectors, such as railroads, the report notes. "For a change, the prospects for airlines are brightening [albeit from low levels], due to the plunge in oil prices from $147 per barrel in July, but S&P's negative rating outlooks for most of these companies reflect the ongoing risk of worse-than-expected revenue declines or diminishing liquidity from having to post cash collateral under fuel-hedging contracts," said Standard & Poor's credit analyst Philip Baggaley. Around half of the rating outlooks for North American trucking, car rental, and airline companies are negative or CreditWatch negative, compared with about one-third for the transportation sector overall. * Public Company Filings Up 74% in 2008 ---------------------------------------- Bloomberg's Bill Rochelle, citing BankruptcyData said that in 2008 a total of 136 public companies filed for bankruptcy relief, counting cases in both Chapter 11 and Chapter 7. In 2007, filings totaled 78, according to BankruptcyData.com According to Mr. Rochelle, the assets of 124 non-financial companies filing in 2008 totaled $65 billion, compared with $7.3 billion in 2007. BankruptcyData said that including financial companies filing in 2008, such as Lehman Brothers Holdings Inc., Washington Mutual Inc. and IndyMac Bancorp Inc., the asset figure rose exponentially to $1.16 trillion. Mr. Rochelle says the 136 public-company filings last year paled in comparison with the 263 that went bust during 2001 in the dotcom implosion. * American Discovery Forms Financial Services Division ------------------------------------------------------ American Discovery introduced its Financial Services Division featuring legal and financial experts dedicated to complex litigation matters that have become frequent with the ongoing financial industry crisis. This business unit combines expert discovery resources with diverse understanding of the intricacies involved with subprime lending, bankruptcy, options, credit default swaps, synthetic derivatives, forward contracts, commodities, high-yield securities, and other complex financial instruments. American Discovery's Financial Services Division is led by Howard Liberson, the company's CFO, who is a former investment banker at Credit Suisse First Boston and attorney at Skadden, Arps, Slate, Meagher & Flom (corporate law) and Morrison & Foerster (litigation). Mr. Liberson has extensive experience in financial and corporate matters ranging from securities class actions to bankruptcy proceedings to M&A/corporate finance transactions. Mr. Liberson leads an interdisciplinary team of associates and discovery professionals with significant real-world experience managing sophisticated, document-intensive projects in the financial services industry. Recent representative assignments have involved matters from some of the largest U.S. financial organizations and law firms specializing in Financial Services and Securities Litigation. "The complexities and variations prevalent in financial services litigation require dedicated staff with working knowledge of the subject matter," said Howard Liberson. "Our insight and understanding of the unique context of our client's litigation continues to provide greater efficiency and accuracy to them throughout the discovery and document review processes." The company has recently added numerous attorneys, project managers, and quality control staff in response to its increased market demand. Mr. Liberson added, "We are experiencing an exponential increase in projects related to financial industry litigation. Aligning our expert resources in support of our clients' distinct discovery requirements enables our clients to optimize review results and cost efficiencies." About American Discovery Based in Los Angeles, California, American Discovery -- http://www.americandiscovery.com/-- is a knowledge-based provider of comprehensive legal process outsourcing services to corporations and law firms. The firm addresses and solves numerous legal industry challenges inherent in discovery requirements, document review, contract management, and litigation support. Its extensive resources, advanced work flow practices, and cost containment measures provide clients with tangible improvements in productivity and cost efficiency. Led by executives and attorneys with diverse experience working with leading U.S. law firms including Skadden, Arps, Slate, Meagher & Flom LLP; Morrison & Foerster LLP; O'Melveny & Myers LLP; and others, American Discovery is evolving the standards and practices by which legal process outsourcing is performed. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- In Re Nordquist, Charles Edward aka Nordquist, Charles aka Nordquist, Charles E. Bankr. D. Colo. Case No. 08-30084 Chapter 11 Petition filed December 16, 2008 See http://bankrupt.com/misc/cob08-30084.pdf In Re Gift World, Inc. Bankr. E.D. La. Case No. 08-13108 Chapter 11 Petition filed December 17, 2008 See http://bankrupt.com/misc/laeb08-13108.pdf In Re Lefler, Kenneth David Lefler, Mary Jo Bankr. N.D. W.V. Case No. 08-02086 Chapter 11 Petition filed December 22, 2008 See http://bankrupt.com/misc/wvnb08-02086.pdf In Re Murfreesboro Insulation & Afterpaint Specialists, LLC Bankr. M.D. Tenn. Case No. 08-12089 Chapter 11 Petition filed December 22, 2008 See http://bankrupt.com/misc/tnmb08-12089.pdf In Re R&P Ventures LLC dba Thai Spice Bankr. C.D. Calif. Case No. 08-18594 Chapter 11 Petition filed December 29, 2008 See http://bankrupt.com/misc/cacb08-18594.pdf In Re Thai Ventures 006 LLC Bankr. C.D. Calif. Case No. 08-18429 Chapter 11 Petition filed December 19, 2008 In Re Thai Ventures 001 LLC Bankr. C.D. Calif. Case No. 08-18689 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/cacb08-18689.pdf In Re Thai Ventures 002 LLC Bankr. C.D. Calif. Case No. 08-18693 Chapter 11 Petition filed December 31, 2008 In Re Thai Ventures 004 LLC Bankr. C.D. Calif. Case No. 08-18699 Chapter 11 Petition filed December 31, 2008 In Re Thai Ventures 005 LLC Bankr. C.D. Calif. Case No. 08-18701 Chapter 11 Petition filed December 31, 2008 In Re Priority Heating & Air Conditioning Inc. Bankr. C.D. Calif. Case No. 08-32748 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/cacb08-32748.pdf In Re Bristeev, Inc. Bankr. D. Conn. Case No. 08-34178 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/cnb08-34178.pdf In Re Northern Rhode Island Anesthesia Associates, P.C. c/o Farhalla M. Mashali Bankr. D. Mass. Case No. 08-19930 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/mab08-19930.pdf In Re Yancy, Mary L. aka Mary L. Yancy, LLC Bankr. D. Nev. Case No. 08-25567 Chapter 11 Petition filed December 30, 2008 Filed as Pro Se In Re MHS Management Group, LLC Bankr. N.D. N.Y. Case No. 08-63116 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/nynb08-63116p.pdf http://bankrupt.com/misc/nynb08-63116c.pdf In Re Halal 4 U LLC Bankr. S.D. N.Y. Case No. 08-15216 Chapter 11 Petition filed December 30, 2008 Filed as Pro Se In Re TILC Ministries, Inc. dba Togetherness In Love Community aka Togetherness In Love fka God's Healing Power Prayer Band, Inc. Bankr. W.D. N.Y. Case No. 08-23309 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/nywb08-23309.pdf In Re Minella, Diana C. Bankr. W.D. Tex. Case No. 08-53906 Chapter 11 Petition filed December 30, 2008 See http://bankrupt.com/misc/txwb08-53906p.pdf http://bankrupt.com/misc/txwb08-53906c.pdf In Re Back, Carlie Billen Bankr. D. Ariz. Case No. 08-19141 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/azb08-19141.pdf In Re Nelson, Sherry Lynn Bankr. D. Ariz. Case No. 08-19142 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/azb08-19142.pdf In Re Biesboer, Kenneth L. Bankr. N.D. Ill. Case No. 08-35834 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/ilnb08-35834.pdf In Re The Clermont Group LLC dba Emperial Management Group dba Webster Hall Restaurant Bankr. D. Mass. Case No. 08-20022 Chapter 11 Petition filed December 31, 2008 Filed as Pro Se In Re Visceglia, Joseph Nicholas Bankr. D. N.J. Case No. 08-36089 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/njb08-36089.pdf In Re Garo's Bootery, Inc. dba Vive Bankr. S.D. N.Y. Case No. 08-15227 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/nysb08-15227.pdf In Re Ernesto Tropical Food, Inc. Bankr. D. P.R. Case No. 08-09013 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/prb08-09013.pdf In Re Martin, Glenn S., Jr. Bankr. E.D. Tenn. Case No. 08-52631 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/tneb08-52631.pdf In Re Centrifuge Experts International LLC Bankr. S.D. Tex. Case No. 08-80545 Chapter 11 Petition filed December 31, 2008 Filed as Pro Se In Re Texas Car Services, LLC Bankr. S.D. Tex. Case No. 08-38231 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/txsb08-38231.pdf In Re Alwan, Elias Omar Bankr. E.D. Va. Case No. 08-18211 Chapter 11 Petition filed December 31, 2008 See http://bankrupt.com/misc/vaeb08-18211.pdf In Re WINNET Communications, Inc. Bankr. W.D. Ky. Case No. 09-30002 Chapter 11 Petition filed January 1, 2009 See http://bankrupt.com/misc/kywb09-30002.pdf In Re Discount Fireworks of Central Florida, Inc. Bankr. M.D. Fla. Case No. 09-00010 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/flmb09-00010.pdf In Re Garrison Forest Properties, LLC Bankr. D. Md. Case No. 09-10037 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/mdb09-10037.pdf In Re Peda Construction, Incorporated Bankr. D. N. Dak. Case No. 09-30002 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/ndb09-30002.pdf In Re Simply Delicious, Inc. Bankr. W.D. Pa. Case No. 09-20002 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/pawb09-20002.pdf In Re Rosario's Mexican Restaurant, Inc. Bankr. M.D. Tenn. Case No. 09-00001 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/tnmb09-00001.pdf In Re Boundary Development, LLC Bankr. D. S.C. Case No. 09-00018 Chapter 11 Petition filed January 2, 2009 See http://bankrupt.com/misc/scb09-00018.pdf In Re San Angelo Colts Baseball Club, LLC Bankr. S.D. Fla. Case No. 09-10039 Chapter 11 Petition filed January 3, 2009 See http://bankrupt.com/misc/flsb09-10039.pdf In Re Trumpadacious LLC Bankr. D. Ariz. Case No. 09-00031 Chapter 11 Petition filed January 4, 2009 See http://bankrupt.com/misc/azb09-00031.pdf In Re Mercy Seat Church of God in Christ, Inc. Bankr. D. Md. Case No. 09-10061 Chapter 11 Petition filed January 4, 2009 See http://bankrupt.com/misc/mdb09-10061.pdf In Re TATA, Inc. dba The Lock Shop of Cheyenne Bankr. D. Wyo. Case No. 09-20002 Chapter 11 Petition filed January 4, 2009 See http://bankrupt.com/misc/wyb09-20002.pdf In Re Rhett, Inc. Bankr. D. Ariz. Case No. 09-00096 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/azb09-00096c.pdf In Re SSS Hospitality, Inc. Bankr. D. Ariz. Case No. 09-00032 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/azb09-00032.pdf In Re Caballeros De Dimas-Alang, Inc. Bankr. E.D. Calif. Case No. 09-20066 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Manalang, Ronnie D. dba International Motors & Merchandising Inc. Bankr. C.D. Calif. Case No. 09-10107 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Gladie, Verneicia Bankr. S.D. Calif. Case No. 09-00045 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Moore, William K. Bankr. S.D. Calif. Case No. 09-00040 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/casb09-00040.pdf In Re Beasley, Terrance Demond Bankr. N.D. Ga. Case No. 09-60221 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Dunwoody Forest Renaissance Homes II, LLC Bankr. N.D. Ga. Case No. 09-60340 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ganb09-60340.pdf In Re Goodrich, Michael Walter Bankr. N.D. Ga. Case No. 09-60339 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Hardman, Comus E., III Bankr. N.D. Ga. Case No. 09-60389 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ganb09-60389.pdf In Re Copeland, Richard Eugene Bankr. D. Kans. Case No. 09-10005 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ksb09-10005.pdf In Re Eddie's Transmissions And Complete Auto Bankr. D. Kans. Case No. 09-10007 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ksb09-10007.pdf In Re Strasil, Ernest L. Jr. Bankr. D. Neb. Case No. 09-4006 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/neb09-40006.pdf In Re L.I. Law Restaurant Corp. Bankr. E.D. N.Y. Case No. 09-70026 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/nyeb09-70026.pdf In Re The Genesis Organization Bankr. N.D. Ohio Case No. 09-40013 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ohnb09-40013.pdf In Re D-C Cunningham Group, Inc. dba DC Cunningham Group dba Cunningham Group dba D-C Group Bankr. S.D. Ohio Case No. 09-50034 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/ohsb09-50034.pdf In Re Wade Nursing Registry of Nashville, Inc. fdba Advanced Caregivers by Wade Bankr. M.D. Tenn. Case No. 09-00051 Chapter 11 Petition filed January 5, 2009 See http://bankrupt.com/misc/tnmb09-00051.pdf In Re Hope Shelter, Inc. Bankr. S.D. Tex. Case No. 09-30128 Chapter 11 Petition filed January 5, 2009 Filed as Pro Se In Re Hammond, Ayahlushim Getachew Bankr. C.D. Calif. Case No. 09-10077 Chapter 11 Petition filed January 6, 2009 Filed as Pro Se In Re M.V. Partners, Inc. Bankr. S.D. Fla. Case No. 09-10125 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/flsb09-10125.pdf In Re Mark's Paving, Inc. Bankr. E.D. Mich. Case No. 09-30030 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/mieb09-30030.pdf In Re Thick's Trucking, L.L.C. Bankr. E.D. Mich. Case No. 09-30031 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/mieb09-30031.pdf In Re Adams Como Lounge, Inc. dba Adam's Steak & Seafood Restaurant Bankr. W.D. N.Y. Case No. 09-10045 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/nywb09-10045.pdf In Re Saigonique, Inc. Bankr. E.D. Va. Case No. 09-10079 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/vaeb09-10079.pdf In Re Tazani, Shafi Bankr. S.D. Tex. Case No. 09-30185 Chapter 11 Petition filed January 6, 2009 See http://bankrupt.com/misc/txsb09-30185.pdf In Re NCA Sports Group, Inc. Bankr. W.D. Ark. Case No. 09-70046 Chapter 11 Petition filed January 7, 2009 See http://bankrupt.com/misc/arwb09-70046.pdf In Re Pegasus-Tracy Hills, LLC Bankr. N.D. Calif. Case No. 09-40067 Chapter 11 Petition filed January 7, 2009 Filed as Pro Se In Re Phenomenas, Inc. Bankr. M.D. Fla. Case No. 09-00139 Chapter 11 Petition filed January 7, 2009 See http://bankrupt.com/misc/flmb09-00139.pdf In Re Dunker, Deborah Sue Bankr. N.D. Ind. Case No. 09-40006 Chapter 11 Petition filed January 7, 2009 See http://bankrupt.com/misc/innb09-40006.pdf In Re GLA (God's Little Angels) Daycare Inc. Bankr. D. Md. Case No. 09-10233 Chapter 11 Petition filed January 7, 2009 Filed as Pro Se In Re Grassroots Custom Landscaping, Inc. Bankr. E.D. N.C. Case No. 09-00110 Chapter 11 Petition filed January 7, 2009 See http://bankrupt.com/misc/nceb09-00110.pdf In Re Elements Stone, LLC Bankr. E.D. Pa. Case No. 09-10138 Chapter 11 Petition filed January 7, 2009 Filed as Pro Se In Re Shadd Hanna's East, Inc. Bankr. W.D. Pa. Case No. 09-20088 Chapter 11 Petition filed January 7, 2009 See http://bankrupt.com/misc/pawb09-20088.pdf In Re James J. Everett & Associates P.C. Bankr. D. Ariz. Case No. 09-00273 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/azb09-00273.pdf In Re New England Pellett, LLC Bankr. D. Conn. Case No. 09-20030 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/cnb09-20030.pdf In Re Goldstein, Lawrence Bankr. N.D. Ill. Case No. 09-70040 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/ilnb09-70040.pdf In Re LG Motors, Inc. Bankr. N.D. Ill. Case No. 09-70041 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/ilnb09-70041.pdf In Re Stella, Joseph N. Bankr. N.D. Ill. Case No. 09-00372 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/ilnb09-00372.pdf In Re Straub Properties, LLC Bankr. E.D. Ky. Case No. 09-50029 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/kyeb09-50029.pdf In Re Moore & Moore Trucking, L.L.C. dba JL Moore Construction Bankr. M.D. La. Case No. 09-10015 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/lamb09-10015.pdf In Re Weiss Revocable Trust Bankr. M.D. Maine Case No. 09-10015 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/meb09-10015.pdf In Re Neale, Morris Robert Jr. Bankr. D. Md. Case No. 09-10298 Chapter 11 Petition filed January 8, 2009 See http://bankrupt.com/misc/mdb09-10298.pdf In Re Ariston Property Group, LLC Bankr. S.D. N.Y. Case No. 09-10117 Chapter 11 Petition filed January 8, 2009 Filed as Pro Se In Re Evans-Namphy, LLC Bankr. S.D. Ala. Case No. 09-10082 Chapter 11 Petition filed January 9, 2009 Filed as Pro Se In Re 6516 LLC Bankr. D. Ariz. Case No. 09-00370 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/azb09-00370.pdf In Re Arbios Sytems, Inc. aka Arbios Technologies, Inc. Bankr. D. Del. Case No. 09-00139 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/deb09-10082.pdf In Re N871DP, LLC Bankr. D. Del. Case No. 09-10066 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/deb09-10066.pdf In Re B. Dub Partners Clearwater, LLC dba Buffalo Wild Wings Bankr. M.D. Fla. Case No. 09-00319 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/flmb09-00319.pdf In Re Ray's Uptown Body Shop Bankr. M.D. Ga. Case No. 09-40024 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/gamb09-40024.pdf In Re Hardin Tooling Services, Inc. Bankr. S.D. Ind. Case No. 09-00212 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/innb09-00212.pdf In Re Trendway Plumbing, Inc. Bankr. D. Neb. Case No. 09-40044 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/neb09-40044.pdf In Re Applied Wood Products, Inc. Bankr. D. N.J. Case No. 09-10483 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/njb09-10483.pdf In Re Barrington Reinsurance Group, Ltd. Bankr. D. N.M. Case No. 09-10060 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/nmb09-10060.pdf In Re River City Excavation, Inc. Bankr. D. Ore. Case No. 09-60062 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/orb09-60062.pdf In Re Funches, Erma C. aka Tookes, Catherine aka Funches, Catharyn E. aka Tookes, Catharyn E. Bankr. E.D. Pa. Case No. 09-10185 Chapter 11 Petition filed January 9, 2009 Filed as Pro Se In Re Lewis, Thomas aka Lewis, Thomas L. aks Lewis, Thomas Leon Bankr. W.D. Tenn. Case No. 09-10093 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/tnwb09-10093.pdf In Re Greater Texas Title Co. Bankr. S.D. Tex. Case No. 09-30236 Chapter 11 Petition filed January 9, 2009 Filed as Pro Se In Re Buck Mountain Land Properties, LLC Bankr. W.D. Va. Case No. 09-70042 Chapter 11 Petition filed January 9, 2009 See http://bankrupt.com/misc/vawb09-70042.pdf In Re Charlotte Gerry D.M.D., P.A. dba Smile Designs at Agape Family Dentistry fdba Agape Family Dentistry Bankr. M.D. Fla. Case No. 09-00144 Chapter 11 Petition filed January 10, 2009 See http://bankrupt.com/misc/flmb09-00144.pdf In Re Smile Designs by Dr. Charlotte Gerry, P.A. Bankr. M.D. Fla. Case No. 09-00145 Chapter 11 Petition filed January 10, 2009 See http://bankrupt.com/misc/flmb09-00145.pdf In Re Avdoor, Inc. Bankr. N.D. Tex. Case No. 09-30251 Chapter 11 Petition filed January 10, 2009 See http://bankrupt.com/misc/txnb09-30251.pdf In Re Diaz, Heidi K. dba Kimkins Bankr. C.D. Calif. Case No. 09-10418 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/cacb09-10418.pdf In Re Obando, Noe A. aka Obando Gomez, Noe A. Bankr. C.D. Calif. Case No. 09-10279 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/cacb09-10279.pdf In Re Fetters, Peter Russell dba All American Roofing Fetters, Carol Rene Bankr. N.D. Calif. Case No. 09-10042 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/canb09-10042.pdf In Re Surles, Robert Ballard Jr. mem Rock Ridge One, LLC mem Hillsborough Brook, LLC mem Sequoit, LLC mem Miners Village, LLC mem Agathos, LLC Bankr. D. Colo. Case No. 09-10400 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/cob09-10400.pdf In Re Osley, Inc. Bankr. M.D. Fla. Case No. 09-00401 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/flmb09-00401.pdf In Re Gideon's Gate, Inc. Bankr. S.D. Ind. Case No. 09-00266 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/insb09-00266.pdf In Re W.L. Frazier Trucking, LLC Bankr. E.D. Mich. Case No. 09-20050 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/mieb09-20050.pdf In Re APS Sheet Metal, LLC Bankr. W.D. Mich. Case No. 09-00196 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/miwb09-00196.pdf In Re Coleman, Louise Bankr. D. Nev. Case No. 09-10352 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/nvb09-10352.pdf In Re Rolando's Restaurant Group LLC Bankr. N.D. Ohio Case No. 09-60069 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/ohnb09-60069.pdf In Re Tum 2, Inc. dba Tuneup Masters Bankr. N.D. Tex. Case No. 09-40254 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/txnb09-40254.pdf In Re Yang, Thuytien K. Bankr. E.D. Va. Case No. 09-10184 Chapter 11 Petition filed January 12, 2009 See http://bankrupt.com/misc/vaeb09-10184.pdf In Re Carousel Cargo Carrier Inc. Bankr. C.D. Calif. Case No. 09-10244 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/cacb09-10244.pdf In Re Titanic's Enterprises Bankr. C.D. Calif. Case No. 09-10266 Chapter 11 Petition filed January 13, 2009 Filed as Pro Se In Re Kipnes, Ramon Jay Kipnes, Karen Stephanie aka Karen Loss Kipnes Bankr. M.D. Fla. Case No. 09-00472 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/flmb09-00472.pdf In Re Howell, George Bert, Jr. Howell, Betty Rountree Duffy Bankr. N.D. Fla. Case No. 09-50017 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/flnb09-50017.pdf In Re A-Supreme Academy Inc. Bankr. N.D. Ga. Case No. 09-60973 Chapter 11 Petition filed January 13, 2009 Filed as Pro Se In Re Sorenson, Jon T. Sorenson, Carol M. Bankr. E.D. Mich. Case No. 09-40778 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/mieb09-40778.pdf In Re Doctors Weight Loss Center, Inc. Bankr. D. P.R. Case No. 09-00129 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/prb09-00129.pdf In Re Chang, Chin Ho Bankr. M.D. Tenn. Case No. 09-00313 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/tnmb09-00313.pdf In Re Southern Erosion Company Inc. Bankr. E.D. Tenn. Case No. 09-10182 Chapter 11 Petition filed January 13, 2009 See http://bankrupt.com/misc/tneb09-10182.pdf In Re Henry, Kenneth Eugene Jr. Bankr. E.D. Va. Case No. 09-10224 Chapter 11 Petition filed January 13, 2009 Filed as Pro Se ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. 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 2009. 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 ***