/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/090915.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 15, 2009, Vol. 13, No. 256 Headlines 451 ORO DAM BLVD: Case Summary & 9 Largest Unsecured Creditors ACCENT WINDOWS: Exits Chapter 11 Bankruptcy Protection ACCREDITED HOME: Court Moves Back Exclusivity Dealine to Sept. 30 ADAK FISHERIES LLC: Case Summary & 20 Largest Unsecured Creditors ADVENTRX: Intends Withdrawal From NYSE Amex Upon NASDAQ Listing AMERICAN AIRLINES: Japan Air Stake May Give Access to China AMERICAN CAPITAL: Forbearance Won't Affect Moody's 'B2' Rating AMERICAN INT'L: CEO Mulls Plan to Sell Stakes Instead of Units AMERICAN NATURAL ENERGY: Board OKs Options Grant Under 2001 Plan ANTERRA ENERGY: Has Lender's Forbearance; Bags Alliance Investment APF GROUP INC: Voluntary Chapter 11 Case Summary ASARCO LLC: Further Modifies Plan to Add Hiked Sterlite Offer ASARCO LLC: Correction to Errors in Schmidt Recommendation ASARCO LLC: Objections to Judge Schmidt Recommendation ASARCO LLC: Sterlite's Objections to Judge Schmidt Recommendation BEAR STEARNS TRUST: DBRS Downgrades Class G Securities to 'BB' BEDROCK INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors BERNARD MADOFF: Court Favors Picard Claim-Determination Method BLACK GAMING: Receives Default Notice from Wells Fargo Foothill BNP PETROLEUM: Chapter 7 Conversion Hearing on Sept. 29 BROADCASTER INC: Restates Form 10-K for Fiscal Year Ended June 30 CAROLINA SHORES GOLF: Case Summary & 20 Largest Unsec. Creditors CEREPLAST INC: Notes of Going Concern Doubt Due to Cash Needs CHRYSLER LLC: NADA Inks Accord With Terminated Dealers Group CLASSICSTAR LLC: Liquidator Sues Baker Law Firm to Disgorge Fees COLONIAL BANCGROUP: S&P Downgrades Issue-Level Ratings to 'D's CONCHO RESOURCES: Moody's Assigns 'B1' Corporate Family Rating CONCORD STEEL: Files Chapter 11, Stamford Not Part of Filing COYOTES HOCKEY: Court to Select Winning Bidder Sept. 21 COYOTES HOCKEY: Wayne Gretzky's Coaching Status in Limbo CYNERGY DATA: Can Hire Kurtzman Carson as Claims & Noticing Agent CYNERGY DATA: Proposes Pepper Hamilton as Delaware Counsel CYNERGY DATA: U.S. Trustee Appoints Five-Member Creditors Panel CYNERGY DATA: Wants to Hire Nixon Peabody as Bankruptcy Counsel DAISY LANE DAIRY: Case Summary & 9 Largest Unsecured Creditors DELTA AIR: Japan Air Stake May Give Access to China DIAMOND INFORMATION: Illiquid, Has Cash Flow Deficit DIXIE PELLETS LLC: Case Summary & 20 Largest Unsecured Creditors DOT VN: Has Strategic Partnership with Elliptical Mobile DOT VN: Has Strategic Partnership With Key-Systems DOWNEY REGIONAL: Files for Chapter 11; Hospital Remains Open EINSTEIN NOAH: Inks Consulting Agreement with Jill Sisson ELYRIA FOUNDRY: Moody's Withdraws 'Caa2' Corporate Family Rating ENERGY PARTNERS: Exit Financing Deadline Extended to Sept. 25 FELLOWSHIP SPINE: Case Summary & 20 Largest Unsecured Creditors FRANKLIN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors GARDEN WORLD: Case Summary & 20 Largest Unsecured Creditors GENERAL GROWTH: Fashion Place's Schedules of Assets & Debts GENERAL GROWTH: Fashion Place's Statement of Fin'l Affairs GENERAL GROWTH: Stonestown Shopping's Schedules of Assets & Debts GENERAL GROWTH: Stonestown Shopping's Statement of Fin'l Affairs GEORGETOWN GOLF CLUB: Case Summary & 23 Largest Unsec. Creditors GOERTZ + SCHIELE: Case Summary 20 Largest Unsecured Creditors GIGOPTIX INC: Neg. Cash Flows May Affect Going Concern GOTTSCHALKS INC: NKT to Acquire Somersville Anchor Store GREENSHIFT CORP: Increases Number of Authorized Common Shares HTG REAL: U.S. Trustee Sets Sec. 341(a) Meeting for September 21 HTG REAL: Wants Schedules Filing Extended Until September 16 INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $28 Million INVENTIV HEALTH: Moody's Gives Positive Outlook on 'B1' Rating JACKS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors JOAQUIN DEVELOPMENT LC: Case Summary & 6 Largest Unsec. Creditors KOOSHAREM CORP: S&P Junks Corporate Credit Rating From 'B-' LANDAMERICA FIN'L: LACS's Schedules of Assets & Liabilities LANDAMERICA FIN'L: LACS's Statement of Financial Affairs LEAR CORP: Files 1st Amended Joint Plan of Reorganization LEHMAN BROTHERS: WTC, as Indenture Trustee, Files $48.8-Bil. Claim LEHMAN BROTHERS: PwC Appeals U.K. Court Denial of Proposed Scheme LEHMAN BROTHERS: A/P Asks for Ruling on Debtor-Led Foreclosure LENNY DYKSTRA: Puts Baseball Memorabilia on Sale LIFEMASTERS SUPPORTED: In Ch. 11 to Restructure CMS Liabilities LOUISIANA FILM: Investor, Former Landlord Aid Authorities LUNA INNOVATIONS: Loses Eight Gov't Pacts & 10 Engineers LYONDELL CHEMICAL: Files Plan of Reorganization MAGNA ENTERTAINMENT: OSC Dismisses Shareholders' Bid vs. MID MCJUNKIN RED: Transmark Deal Won't Affect S&P's 'B+' Rating MERISANT WORLDWIDE: Files Wayzata-Backed Chapter 11 Plan MERRILL LYNCH: Judge Rejects BofA Settlement with SEC on Bonuses MERY CORPORATION: Case Summary & 5 Largest Unsecured Creditors MICHAEL LEWIS: Sentenced to Over 6 Yrs. in Prison Due to Fraud MMC ENERGY: Independent Director Sued for Fraud and Extortion MOLLY LLC: Case Summary & 10 Largest Unsecured Creditors NEW SCHOONEBEEK DAIRY: Case Summary & 20 Largest Unsec. Creditors NEWPAGE CORP: Inks Amendment to Goldman Sachs Credit Facility NORTEL NETWORKS: Avaya's $915MM Wins Auction for Enterprise NORTEL NETWORKS: Alteon Websystems' Statement of Financial Affairs NORTEL NETWORKS: NN CALA's Ch. 11 Case Recognized by Ontario Court NORTH AMERICAN: S&P Affirms 'BB' Rating on $545 Mil. Facilities NOWAUTO GROUP: Seale and Beers Withdraws as Independent Auditors NTK HOLDINGS: SpeakerCraft Won't Be Included in NTK Bankruptcy ORBITZ WORLDWIDE: S&P Assigns 'CCC+' Rating on Senior Unsec. Debt PATRIOT CAPITAL: Termination Event on Securitization Facility PILGRIM'S PRIDE: Agreement to Resolve F&S Produce's PACA Claim PILGRIM'S PRIDE: Court OKs to Pay Fees for $1.65BB Exit Financing PILGRIM'S PRIDE: Presents Agreements With Labor Unions PILGRIM'S PRIDE: Proposes to Set Up FY2009 Performance Bonus Plan POWER EFFICIENCY: AP Finance Discloses 8.9% Equity Stake QPC LASERS: Jack Ehrenhaus Appointed as Director and CEO RAQUEL WOOLIN: Files for Chapter 11 Bankruptcy Protection RARE RESTAURANTS: Moody's Withdraws 'Caa2' Corporate Family Rating RATHGIBSON INC: S&P Withdraws 'D' Corporate Credit Rating READER'S DIGEST: Has New Organization for U.S. Businesses REFCO INC: Chapter 7 Trustee Professionals' Fee Applications RUTH SORIAL: Case Summary & 5 Largest Unsecured Creditors SAMSONITE STORES: Simon Property, 2 Others in Creditors Committee SAMSONITE STORES: Court Approves Epiq as Claims and Noticing Agent SAMSONITE STORES: Section 341(a) Meeting Scheduled for October 14 SEMGROUP LP: Canadian Creditors' Meeting Adjourned to October 8 SEMGROUP LP: CCAA Cases is Foreign Main Proceeding for SemCanada SEMGROUP LP: Producers Committee Wants Chapter 11 Trustee SEMGROUP LP: SemCAMS' Capital Expenditures Hiked to $47.5 Mil. SEMGROUP LP: To Present Plan for Confirmation on October 26 SHUMATE INC: John Michial Shumate Files for Chapter 11 Bankruptcy SOUTHERN RESORT: Foreclosure Auction Blocked by Ch. 11 Filing STEVE SILVA: Case Summary & 16 Largest Unsecured Creditors TANA SEYBERT LLC: Voluntary Chapter 11 Case Summary TAYLOR BEAN: BofA Wants Servicing Rights Terminated TARRAGON CORP: South Florida Community Center Exits Building THE DYNAMIS GROUP LLC: Case Summary & 20 Largest Unsec. Creditors THORNBURG MORTGAGE: U.S. Trustee Seeks to Probe Officials TITAN SPECIALTIES: Liquidity Concerns Prompt S&P to Junk Ratings TRIPLE CROWN: Files Ch. 11 With Plan to Give Control to Lenders TROPICANA ENT: Court OKs OpCo's 3rd Amendment to DIP Facility TROPICANA ENT: Icahn Gets NJCC Nod to Operate Atlantic City Casino TROPICANA ENT: Las Vegas Entities Name New Management Team VERMILLION INC: Shares Up After FDA's OK on OVA1 Test VISTEON CORP: G. Adams Demands Probe on U.K. Practices VISTEON CORP: Global Tech's Schedules of Assets & Debts VISTEON CORP: Global Tech's Statement of Financial Affairs VISTEON CORP: Has Court Nod to Use Cash Collateral Until Oct. 7 W/C IMPORTS: Files Chapter 11 to Sell Textile Business WHITE ENERGY: Creditors and Lenders Agree on Chapter 11 Plan WR GRACE: Environmental Liability at $149.2MM as of June 30 WR GRACE: Fireman's Wants Lift Stay to Reinstate Edwards Appeal WR GRACE: Gloria Munoz Asks for Lift Stay to Pursue Claims ZOO ENTERTAINMENT: Earns $2,000 in Three Months Ended June 30 * Bankruptcy Filings in Alberta Drop 15% in July * Large Companies With Insolvent Balance Sheets ********* 451 ORO DAM BLVD: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 451 Oro Dam Blvd., LLC 1450 El Camino Real Menlo Park, CA 94025 Bankruptcy Case No.: 09-32706 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: David J. Lonich, Esq. Law Offices of David J. Lonich 1600 Los Gamos Dr. #345 San Rafael, CA 94903 Tel: (415) 464-8140 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of at least $7,908,680, and total debts of $5,387,375. A full-text copy of the Debtor's petition, including a list of its 9 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-32706.pdf The petition was signed by William Garlock. ACCENT WINDOWS: Exits Chapter 11 Bankruptcy Protection ------------------------------------------------------ Denver Business Journal reports that Accent Windows, Inc., said that it has emerged from Chapter 11 bankruptcy protection. Citing officials, Business Journal relates that all of Accent Windows' creditors will be repaid, and the Company has streamlined its manufacturing process. Westminster, Colorado-based custom window manufacturer Accent Windows, Inc., filed for Chapter 11 bankruptcy protection on November 4, 2008 (Bankr. D. Colo. Case No. 08-27561). Aaron A. Garber and Jeffrey S. Brinen, who both have an office in Denver, assist the Company in its restructuring efforts. The Company listed $1,000,001 to $10,000,000 in debts, but didn't list the amount of its assets. ACCREDITED HOME: Court Moves Back Exclusivity Dealine to Sept. 30 ----------------------------------------------------------------- According to Bill Rochelle at Bloomberg, Accredited Home Lenders Holding Co., the Bankruptcy Court signed a new order extending the exclusive period to file a plan until September 30, 2009. He says that Accredite Home made a mistake and originally gave the bankruptcy judge the wrong order granting the extension. While the Company wanted an Oct. 30 deadline, the official committee of unsecured creditors formed in the case would only agree to Sept. 30. Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. ADAK FISHERIES LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Adak Fisheries, LLC, an Alaska limited liability company 800 E. Dimond Blvd., Suite 3-400 Anchorage, AK 99515 Case No.: 09-00623 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Alaska (Anchorage) Judge: Herbert A. Ross Debtor's Counsel: Cabot C. Christianson, Esq. Christianson & Spraker 911 W 8th Ave., Suite #201 Anchorage, AK 99501 Tel: (907) 258-6016 Fax: (907)258-2026 Email: ecf@cslawyers.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by John Young, the company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Drevik International AS $3,820,885 Storgt. 4 PO Box 561 6001 Aalesund Norway Aleut Enterprises, LLC $1,316,472 510 L Street, #603 Anchorage, AK 99501 Muir Milach Mgmt, LLC $401,875 PO Box 954 Mercer Island, WA 98040 B & N Fisheries Co. $376,111 1959 NW Dock Place, #3000 Seattle, WA 98107 Lane Powell $278,633 Attn: Cash Receipts 1420 Fifth Avenue, #4100 Seattle, WA 98101-2338 TDX Adak Generating, LLC $267,698 4300 B Street, # 402 Anchorage, AK 99503 Trident Seafoods $255,311 5303 Shilshole Ave NW Seattle, WA 98107-4000 IRS $231,000 Pentech $218,733 State of Alaska $147,700 Employment Security Division Imporvenda $124,693 Alaska Trojan Partnership $79,273 Alaska Natl. Ins. Co. $79,064 Magone Marine Service, Inc. $73,368 Owego $67,103 Swetzof, Michael $64,233 Coastal Transportation, Inc. $56,520 Redline Welding & $55,830 Construction, LLC Bankston Gronnig O'Hara $55,256 Toyota Motor Credit Corp. $50,391 ADVENTRX: Intends Withdrawal From NYSE Amex Upon NASDAQ Listing --------------------------------------------------------------- ADVENTRX Pharmaceuticals, Inc., on September 14 said it intends to voluntarily withdraw the listing of its common stock on the NYSE Amex. The Company has applied to list its common stock on The NASDAQ Capital Market under the symbol "ADVX." ADVENTRX's withdrawal from the NYSE Amex is conditioned on approval by The NASDAQ Capital Market. The final timing of the anticipated change has not yet been determined. "The NYSE Amex and its staff have been very helpful to this Company over the years. However, we believe a NASDAQ listing will provide greater exposure of our common stock to investors, as it places us in the same marketplace as a preponderance of life science peer companies," said Brian M. Culley, Principal Executive Officer of ADVENTRX. Concurrent with its move to The NASDAQ Capital Market, ADVENTRX will effect a reverse split of its outstanding common stock. On June 1, 2009, ADVENTRX was notified by the NYSE Amex staff that it was not in compliance with Section 1003(a)(ii) of the NYSE Amex Company Guide with stockholders' equity of less than $4,000,000 and losses from continuing operations and net losses in three of its four most recent fiscal years and Section 1003(a)(iii) of the NYSE Amex Company Guide with stockholders' equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years. In order to maintain its listing, ADVENTRX submitted a plan to NYSE Amex addressing how it intended to regain compliance. On July 31, 2009, the NYSE Amex staff notified ADVENTRX of its determination that the plan made a reasonable demonstration of ADVENTRX's ability to regain compliance with the NYSE Amex's continued listing standards and granted ADVENTRX an extension until December 1, 2010 for ADVENTRX to regain compliance with these listing standards. About ADVENTRX Pharmaceuticals ADVENTRX Pharmaceuticals (NYSE Amex: ANX) - http:/www.adventrx.com/ -- is a specialty pharmaceutical company whose product candidates are designed to improve the safety of existing cancer treatments. AMERICAN AIRLINES: Japan Air Stake May Give Access to China ----------------------------------------------------------- Chris Cooper at Bloomberg News reports that Delta Air Lines Inc. or American Airlines may get improved access to China, Asia's biggest air traffic market, if either U.S. carrier's plan to take a stake in Japan Airlines Corp. or have a tie-up succeeds. Bloomberg notes that a tie-up would give American or Delta more access to Chinese cities as JAL has the widest network of flights between China and Japan. According to the report, Delta, which lacks a code-sharing agreement with a Japanese carrier, sees an expanded Asian network to compete with American, in the same Oneworld alliance as JAL, and All Nippon Airways Co., a member of the Star Alliance group. Japan Air, Bloomberg notes, needs more funding as it predicts a fourth annual loss in five years amid the biggest passenger drop since 2003. The carrier, known as JAL, will present the outline of a mid-term reorganization plan to a government panel in Tokyo today, according to spokeswoman Sze Hunn Yap. As reported by the TCR on Sept. 15, 2009, AMR Corp. and Delta Air are reportedly in separate talks with Japan Airlines to forge an expansive joint venture with the carrier. The Wall Street Journal said that American Airlines would also consider taking a minority stake in JAL, although any such investment would likely be capped at hundreds of millions of dollars. Delta is also negotiating to acquire a minority stake of around $300 million in JAL. The Journal relates that Delta wants JAL to join its rival SkyTeam alliance. About AMR Corporation Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. AMR Corp. reported a net loss of $390 million for the second quarter of 2009, or $1.39 per share. At June 30, 2009, the Company had $24.1 billion in total assets; $8.2 billion in total current liabilities, $8.3 billion in long- term debt, less current maturities, $572 million in obligations under capital leases, less current obligations, $6.8 billion in pension and postretirement benefits, and $3.1 billion in other liabilities, deferred gains and deferred credits; resulting in a $3.0 billion stockholders' deficit. Following the release of AMR's second quarter results, Standard & Poor's Ratings Services placed its ratings, including the 'B-' corporate credit ratings, on AMR Corp. and its American Airlines Inc. subsidiary, on CreditWatch with negative implications, due to concerns about revenue generation and liquidity. Fitch Ratings has affirmed issuer default rating of AMR Corp. and its principal operating subsidiary American Airlines, Inc. at 'CCC'. AMERICAN CAPITAL: Forbearance Won't Affect Moody's 'B2' Rating -------------------------------------------------------------- Moody's Investors Service said that the notice of acceleration and subsequent forbearance by American Capital Ltd.'s private debt holders held no rating implications. Additionally, $82 million of the company's private notes were due on September 1, 2009 but were included in the forbearance agreement on September 3, 2009. The company's apparent lack of timely payment of these notes did not impact the company's rating (Moody's does not rate ACAS's private notes). ACAS is rated B2 with a negative outlook. ACAS is currently in violation of financial covenants contained in its public and private unsecured debt and revolving credit facility that permit the holders of these obligations to accelerate maturity. Combined these obligations equal approximately $2.3 billion. Moody's does not believe the acceleration and subsequent forbearance, or apparent non-payment of the September 1, 2009 obligation, significantly increases the likelihood ACAS will fail to complete a restructuring of its debt obligations. Also, even in the event of bankruptcy and an orderly liquidation, Moody's would expect a high recovery for senior lenders due to ACAS's current equity base and asset coverage of its debt obligations. However, Moody's does not expect a completed restructuring to result in an increase to ACAS's rating. Even with a completed restructuring it is likely ACAS will remain below the Business Development Company requirement to maintain a 200% asset coverage ratio, its profitability will be significantly constrained by the cost of its restructured debt, and its investment portfolio quality will remain poor. On August 28, 2009, ACAS received acceleration notices from the holders of its approximately $400 million of private notes. It also entered into forbearance agreements with these holders on September 3, 2009, essentially staying the maturity acceleration. The forbearance can be terminated, and maturity acceleration can occur, at the discretion of a majority of the private note holders. The forbearance will automatically terminate should ACAS declare bankruptcy, other debt holders accelerate the maturity of their obligations, or if collateral is provided to other unsecured creditors. Moody's believes this action was taken by the private note holders to obtain make-whole payments, which will be added to their outstanding principal, of approximately $22 million. The holders were not entitled to make-whole payments, or default rate interest, prior to acceleration. As consideration for forbearance, ACAS also paid the note holders approximately $10 million in accrued and unpaid interest due as of September 1, 2009, at the default interest. AMERICAN INT'L: CEO Mulls Plan to Sell Stakes Instead of Units -------------------------------------------------------------- American Internal Group CEO Robert Benmosche is considering selling stakes in its business to pay out its debt to the government, instead of the original plan of selling entire units, Reuters reports. Reuters says that the new strategy would let AIG reap significant tax benefits. Alex Vorro at Insurance Networking News relates that selling more than 20% of a business could cost AIG the ability to use losses to lessen future tax bills. AIG Tries to Save ILFC The Wall Street Journal relates that AIG needs to save its airplane-finance company, International Lease Finance Corp., without hurting a core insurance business that has equity in the unit and without infuriating taxpayers and Congress. According to The Journal, ILFC's $47 billion balance sheet holds some 1,000 aircraft and the unit used to piggyback off AIG's sterling credit rating, which meant that it could issue debt at a low cost of just 4% to 5%, purchase aircraft and lease them at higher rates. CreditSights reports that the credit crisis pushed ILFC's borrowing costs up by almost three times, and a debt of about $18 billion is coming due over the next three years, and about $30 billion overall. The Journal says that bond investors aren't willing to re-up. Citing people familiar with the matter, The Journal states that ILFC, which produces a large chunk of annual cash flow and has the explicit backing of AIG for 11 more months, is in a clear liquidity crisis, with a shortfall of around $5 billion to $6 billion. The Journal quoted AIG spokesperson Christina Pretto as saying, "AIG is working to pursue a business strategy that best positions ILFC for the long term, provides ongoing benefit to ILFC's customers and various stakeholders, and achieves enhanced value for its portfolio." According to The Journal, sources said that the Federal Reserve and the Treasury could refinance tens of billions of ILFC debt at below-market rates, but the two agencies have made it clear that they don't want to pursue this path. ILFC could be broken up, grouping its leases into different portfolios, and skimming some of the best ones into separate vehicles made available to investors, The Journal reports, citing people familiar with the matter. The sources, The Journal states, said that AIG wants to sweeten one of the offerings by throwing in ILFC CEO Steven Udvar-Hazy to attract fresh capital. About American International Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received, and continues to seek buyers of its assets. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the U.S. Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. AMERICAN NATURAL ENERGY: Board OKs Options Grant Under 2001 Plan ---------------------------------------------------------------- American Natural Energy Corporation said its board of directors has approved the grant of options to purchase up to 4.65 million common shares pursuant to its 2001 Stock Incentive Plan. The options are exercisable at a price of US$0.07 per share and will expire on September 8, 2014. The grant included 3.2 million shares to officers and directors. The grant is subject to the approval of the TSX Venture Exchange. Tulsa, Oklahoma-based American Natural Energy Corporation (TSX Venture: ANR.U) is an independent exploration and production company with operations in St. Charles Parish, Louisiana. As of June 30, 2009, ANEC had total assets of $3,313,407 and total liabilities of $23,467,408. The Company has said it currently has a severe shortage of working capital and funds to pay its liabilities. The Company's debentures in the amount of $10,825,000 which were due on September 30, 2006, have been in default since that time. As of August 7, 2009, certain debentures have been re-purchased and the remainder of the debentures has agreed upon repurchase terms. As of June 30, 2009, interest in the amount of $2,815,000 on the debentures had accrued and was unpaid when due. The Company has no current borrowing capacity with any lender. The Company incurred a net loss of $1,908,000 for the six months ended June 30, 2009. The Company has sustained substantial losses during the years ended December 31, 2008, and December 31, 2007, totaling roughly $61,000 and $3.2 million, respectively, and has a working capital deficiency and an accumulated deficit at June 30, 2009, which leads to substantial doubt concerning the ability of the Company to meet its obligations as they come due. The Company also has a need for substantial funds to develop its oil and gas properties and repay borrowings as well as to meet its other current liabilities. ANTERRA ENERGY: Has Lender's Forbearance; Bags Alliance Investment ------------------------------------------------------------------ Anterra Energy Inc. on September 14 said it has signed an Investment Agreement with Alliance Success Holding Group Limited under which Alliance will invest, subject to the satisfaction of certain conditions, up to $15 million in the Company. Under the terms of the Agreement, on October 6, 2009, Alliance will purchase 40,000,000 Class A Shares of Anterra for $0.075 per share for gross proceeds of $3.0 million and on or before December 31, 2009, Alliance will purchase a further 150,000,000 Class A Shares of Anterra for $0.08 per share for gross proceeds of $12 million for a total investment of $15 million. The Transaction is subject to a number of conditions including regulatory approval, the finalization of due diligence and minority approval of the Anterra shareholders. The Agreement sets out the definitive terms and conditions of the Transaction, including the condition that on or before September 30, 2009, Alliance shall place a $500,000 deposit in trust with its Canadian legal counsel subject to the closing of the First Investment. Alliance also has the right, subject to regulatory approvals, to appoint up to three directors to the board of directors of Anterra which shall be comprised of seven directors, upon completion of the First Investment. The Company has also agreed to pay to Research Capital Inc. and ISTDC Canada Inc. of Regina, Saskatchewan, Finder's Fees of 4.4% cash of the total investment amount and 2,533,333 broker warrants. The warrants have a term of two years and are exercisable into Common Shares of Anterra at a price of $0.15 per share. Alliance is incorporated in Hong Kong and is an investment holding company focused on developing resource assets including minerals, oil and gas. A special meeting of shareholders of Anterra has been scheduled for October 6, 2009 at 10:00 a.m. (Calgary time) at the offices of Macleod Dixon, to approve the Transaction and the resulting change of control. The record date for the meeting has been set at September 4, 2009 and the Information Circular for the meeting was mailed on Friday, September 11, 2009. The Transaction reflects the interest in Anterra's Lower Shaunavon resource project in southwest Saskatchewan and the long term strategic value of this asset which the Company believes has been substantially undervalued by the market. Anterra's management chose Alliance as a financial partner over other strategic alternatives due to Alliance's financial strength and their ability to source additional capital from Asia which will be needed to accelerate the development of the Company's Lower Shaunavon and Bakken projects. The Calgary-based company said that drilling on its 10,000 acre Lower Shaunavon project, which it operates, will commence in the fourth quarter of 2009 with development continuing through 2010. The Company also plans to commence exploratory drilling on its Saskatchewan Bakken lands in 2010. The Company also advises that it has entered into a Forbearance Agreement with its principal lender. Under the terms of the Forbearance Agreement, the Company agreed to sell, refinance or re-capitalize its operations by October 15, 2009, with the intention that all long-term defaults will be eliminated by this date and the loan will either be repaid in full or the Company shall be re-financed. Also, under the terms of the Forbearance Agreement, the Company agreed to meet certain interim deadlines to demonstrate its progress toward eliminating long-term defaults within stated time frames. In addition, effective August 1, 2009, the Company agreed to a reduction of its revolving demand loan facility to $5,250,000 and the Company's non-revolving acquisition and development facility has been cancelled. The interest rate on the Company's operating loan has been increased to prime plus 2% and a forbearance fee of $100,000 will be paid to the Bank at the end of the forbearance period. About Anterra Energy Anterra Energy (TSX VENTURE:AE.A) (TSX VENTURE:AE.B) -- http://www.anterraenergy.com/-- is an independent exploration, development and production company with an emerging focus on the use of advanced exploration technologies including 3-D imaging, horizontal drilling and multi-stage completions to systematically develop its portfolio of conventional and non-conventional oil and gas projects. Complementing this strong exploitation and development focus, the Company owns and operates fee-based midstream facilities in western Canada. Anterra is a public Canadian company listed on the TSXV under the symbols AE.A and AE.B. APF GROUP INC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: APF Group, Inc. dba APF Master Framemakers dba APF MUNN Master Framemakers dba Michael Thomas Framemakers 60 Fullerton Avenue Yonkers, NY 10704 Case No.: 09-23696 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Jonathan S. Pasternak, Esq. Rattet, Pasternak & Gordon Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: jsp@rattetlaw.com Julie A. Cvek, Esq. Rattet, Pasternak & Gordon-Oliver, LLP 550 Mamaroneck Avenue, Suite 510 Harrison, NY 10528 Tel: (914) 381-7400 Fax: (914) 381-7406 Email: jcvek@rattetlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. ASARCO LLC: Further Modifies Plan to Add Hiked Sterlite Offer ------------------------------------------------------------- ASARCO LLC delivered to the U.S. Bankruptcy Court for the Southern District of Texas a modified version of its Sixth Amended Plan of Reorganization on September 10, 2009. The Sixth Amended Plan is further modified to reflect changes from the latest purchase and sale of Sterlite (USA) Inc. for ASARCO's assets, in consideration of Judge Richard S. Schmidt's report and recommendation dated August 31, 2009, which favored the plan of reorganization filed by Asarco Incorporated and Americas Mining Corporation over the Debtors' Plan. District Court Judge Andrew S. Hanen is expected to rule on the Parent's Plan in November 2009. The Debtors are expected to emerge from bankruptcy by the end of 2009 should Judge Hanen accept the Bankruptcy Court's recommendation, Grupo Mexico SAB de C.V., AMC's ultimate parent, said. Sterlite has further increased the total cash consideration it commits to pay for the ASARCO LLC assets by $435 million, thus raising its bid from $2.135 billion to $2.565 billion. In July 2008, Sterlite originally offered $2.6 billion for ASARCO's operating assets. Sterlite withdrew that offer in October 2008, citing reduced copper prices, among others. Moreover, under the Modified Plan, Sterlite has agreed to monetize the Class 4 Asbestos Trust SCC Litigation Trust Interests for $215.4 million in cash, as part of Sterlite's total cash consideration. As a result, under the Modified Plan, the Asbestos Trust will now receive: (a) $915.4 million cash; (b) interests in certain insurance-related assets; (c) 100% of the interests in Reorganized Covington; (d) $27.5 million for administrative expenses; and (e) 27% of the interests in the Liquidation Trust. The Modified Plan also calls for the full cash payment of Allowed Late-Filed Claims and Allowed Subordinated Claims, together with postpetition interest, on the Plan Effective Date. In a letter to the Court, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, tells Judge Schmidt that in addition to facilitating the enhanced treatment of the asbestos creditors, the total cash from Sterlite will be more than sufficient to pay in cash, in full, including postpetition interest and attorney's fees, all claims in Classes 1, 2, 3, 5, 6 and 7, on the Plan Effective Date, including the tax claims of the Parent if those claims are ultimately allowed. Nevertheless, he notes, Sterlite USA remains obligated to fund any shortfall, which obligation is guaranteed by Sterlite Industries (India) Ltd., in the unlikely event that a shortfall was to exist, and by the same token, will receive any surplus amounts back after all claims are fully paid. Sterlite has waived its right to terminate the New Sterlite PSA until the time a confirmation order with respect to the Parent's Plan is entered by the District Court. It has also irrevocably waived the Debtor's compliance with certain covenants during this period, including relief from the "no-shop" covenant, so that the Debtor is unconstrained in its conversations with the Parent. The Debtor's right to terminate the New Sterlite PSA and to draw on the pertinent letters of credit, all subject to the requisite Court approvals, remains in full effect. In accordance with Section 1127 of the Bankruptcy Code, the Debtors have modified their Sixth Amended Plan, and the New Sterlite PSA upon which the Debtors' Plan is premised, to provide for Sterlite's significantly increased proposed consideration and for the enhanced treatment accorded to Class 4, Class 6, and Class 7 creditors, Mr. Kinzie asserts. Section 1127 provides that a plan proponent may modify its plan at any time prior to confirmation. The improvements in the Modified Plan and the New Sterlite PSA dispel any question whether the Debtors' Plan offers the higher and better consideration to creditors, Mr. Kinzie says in his letter. "Competition has served the case well. When the ASARCO case was commenced, the Debtors had only approximately $4 million in cash on hand and now, four years later, the distributions in the case, irrespective of which plan is ultimately confirmed, may approach or actually exceed $4 billion in cash," Mr. Kinzie tells Judge Schmidt. In connection with the Modified Plan, the Debtors also submitted to the Court certain amended Plan Documents, which include: -- the Debtors' Glossary, Exhibit A-1 to the Disclosure Statement and Exhibit 19 to the Debtors' Plan; -- Amendment No. 8 to the New Plan Sponsor PSA and an associated waiver letter, which are supplements to Exhibit 18 to the Debtors' Plan and Exhibit M to the Joint Disclosure Statement; and -- a Form of the SCC Litigation Trust Agreement, Exhibit 5 to the Debtors' Plan. The Debtors also filed with the Court their Second Amended Proposed Confirmation Findings of Fact and Conclusions of Law. Clean and blacklined copies of the Sept. 10 Modified ASARCO LLC Plan and the Amended Plan Documents are available for free at: * http://bankrupt.com/misc/ASARCO_6thAmendedPlan_091009.pdf * http://bankrupt.com/misc/ASARCO_6thPlan_091009_Blacklined.pdf * http://bankrupt.com/misc/ASARCO_AmendedGlossary_091009.pdf * http://bankrupt.com/misc/ASARCO_8thAmendedPSA_091009.pdf Court Asks ASARCO to Show Cause Judge Schmidt notes that ASARCO's latest Modified Sixth Amended Plan was filed 13 days after closing arguments were concluded, and 10 days after he issued his Recommendation of the Parent's Plan. Accordingly, the Court finds that ASARCO should appear and show cause why the Court should consider the Debtor's Modified Sixth Amended Plan dated Sept. 10, 2009. Hence, Judge Schmidt has set a status hearing for Sept. 15, 2009, at 9:00 a.m. Competing Plans As reported by the TCR on Sept. 14, 2009, Sterlite Industries (India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by almost 3% percent. The offer was increased to $2.57 billion in cash from $2.14 billion, Mumbai-based Sterlite said September 11 in a statement to the National Stock Exchange. ASARCO LLC's proposed plan is built upon a sale to Sterlite. Grupo Mexico had filed a rival plan that offered to pay $2.5 billion for ASARCO LLC last month. Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas at the end of August recommended to District Court Judge Andrew S. Hanen to confirm the Plan of Reorganization proposed by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC and its debtor affiliates. The Parent's Plan, valued at $3.6 billion, complies with all of the requirements of the Bankruptcy Code and should be confirmed," Judge Schmidt said in his 137-page report and recommendation dated August 31, 2009. "Confirmation of the Debtors' Plan should be denied," he added. Both Plans are confirmable, Judge Schmidt said in his ruling, but decided that the Parent Plan is superior. Judge Schmidt's recommendation came after a two-week hearing on the Plans of Reorganization filed by each of ASARCO LLC and Asarco Inc. and AMC. Judge Schmidt has also recommended that the District Court issue all injunctions set forth in the Parent's Plan. Judge Hanen is expected to rule on the Plan in November 2009. A full-text copy of Judge Schmidt's Recommendation is available for free at: http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf 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 August 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. 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 October 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 December 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). Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Correction to Errors in Schmidt Recommendation ---------------------------------------------------------- On August 31, 2009, Judge Richard Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas recommended to District Court Judge Andrew S. Hanen to confirm the Plan of Reorganization proposed by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC and its debtor affiliates. Judge Schmidt, through a sua sponte order, subsequently directed the Parent in furtherance of the Recommendation to file certain additional documents, including (i) the executed Escrow Agreement governing the escrow account into which the Parent has deposited 83,710,000 shares of Southern Copper Corporation stock and cash amounting to $500,000,000, (ii) proof that the $500 million was deposited into the escrow account, and (iii) proof of the value of the escrowed shares. Parent Complies with Court's Order Accordingly, the Parent filed on August 31, 2009, the fully executed Escrow Agreement, and in full compliance of the Bankruptcy Court's Recommendation, subsequently filed these documents: (1) Letter from Bank of New York Mellon as Escrow Agent, acknowledging the receipt of the cash in the amount of $500,000,000; (2) Initial Post-Recommendation Certification of the value of Southern Copper Corporation stock held in the escrow account; (3) The Second Amended Grupo Mexico Guarantee Agreement, which clarifies that Grupo Mexico not only consents to the jurisdiction of Courts in the Southern District of Texas but that the third party beneficiaries are empowered to enforce the guarantee, and incorporates certain other non- substantive, clarifying comments received from the ASARCO Committee and the Asbestos Representatives; and (4) The letter from Jorge Lazalde to Robert LaVenture and Manuel Armenta, dated September 3, 2009, reaffirming the Parent's offer to extend the Collective Bargaining Agreement with the Union for one year. Parent Seeks to Correct Recommendation The Parent asks the Bankruptcy Court to correct certain clerical matters and enter supplemental findings and conclusions pursuant to the August 31, 2009 Recommendation and the Sua Sponte Order. The request addresses certain items that warrant correction or updating in the Recommendation, Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas, tells the Court. He notes that the request was drafted by the Parent based on input sought and received from, and in consultation with, the Asbestos Subsidiary Committee, the Asbestos Claimants Committee, the Future Claims Representative, the ASARCO Committee, the U.S. Department of Justice, and the city of El Paso as to the proposed findings of fact and conclusions of law in the Recommendation affecting their respective interests under the Parent's Plan. "The Parent also requested comment from the Debtors, but has received no response as of the date of this filing," Mr. Beckham says. The Parent asks the Bankruptcy Court to consider the proposed modifications to the Recommendation suggested by the Interested Parties. Mr. Beckham assures the Court that the Interested Parties believe the modifications merely address typographical errors, certain factual omissions or inaccuracies, and certain proposed supplemental findings that relate to: (1) updates to the Parent's Plan following the submission of its original proposed findings of fact and conclusions of law; (2) the Parent's compliance with the Court's Sua Sponte Order; and (3) the Court's approval of the Bankruptcy Rule 9019 Asbestos Claims Settlement embedded in the Parent's Plan. * * * After further review of the Report and Recommendation and upon the suggestion of several interested parties, the Bankruptcy Court amends its Report and Recommendation to correct typographic and editing mistakes, to correct one factual error, and to include updates to the Parent's Plan in compliance with the Bankruptcy Court's Sua Sponte Order. Judge Schmidt notes that the amendment also includes a section recommending approval of an asbestos settlement previously omitted. Competing Plans As reported by the TCR on Sept. 14, 2009, Sterlite Industries (India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by almost 3% percent. The offer was increased to $2.57 billion in cash from $2.14 billion, Mumbai-based Sterlite said September 11 in a statement to the National Stock Exchange. ASARCO LLC's proposed plan is built upon a sale to Sterlite. Grupo Mexico had filed a rival plan that offered to pay $2.5 billion for ASARCO LLC last month. Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas at the end of August recommended to District Court Judge Andrew S. Hanen to confirm the Plan of Reorganization proposed by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC and its debtor affiliates. The Parent's Plan, valued at $3.6 billion, complies with all of the requirements of the Bankruptcy Code and should be confirmed," Judge Schmidt said in his 137-page report and recommendation dated August 31, 2009. "Confirmation of the Debtors' Plan should be denied," he added. Both Plans are confirmable, Judge Schmidt said in his ruling, but decided that the Parent Plan is superior. Judge Schmidt's recommendation came after a two-week hearing on the Plans of Reorganization filed by each of ASARCO LLC and Asarco Inc. and AMC. Judge Schmidt has also recommended that the District Court issue all injunctions set forth in the Parent's Plan. Judge Hanen is expected to rule on the Plan in November 2009. A full-text copy of Judge Schmidt's Recommendation is available for free at: http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf 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 August 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. 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 October 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 December 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). Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Objections to Judge Schmidt Recommendation ------------------------------------------------------ Having reviewed the report and recommendation for entry of findings of fact and conclusions of law on plan confirmation issued by Judge Schmidt on August 31, 2009, favoring the plan proposed by Asarco Incorporated and Americas Mining Corporation, and having conferred with creditor constituents and Sterlite (USA), Inc., the Debtors remain convinced that the interests of the bankruptcy estates are best served by confirmation of the Debtors' Plan, Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, tells the Court. Mr. Kinzie contends that the Debtors' Plan offers consideration equal to or better than the Parent's Plan with less risk. He argues that the Bankruptcy Court Recommendation rests on a calculation that does not accurately compare the economic benefits to creditors offered by the two Plans. In any event, he notes, the calculation has been negated by Sterlite's subsequent announcement that it will increase the cash consideration available to fund the Debtors' Plan, thereby insuring that creditors' claims are paid in full, with postpetition interest, in cash on the plan effective date. "The Recommendation unduly discounts the overwhelming creditor preferences for the Debtors' Plan, underestimates the potential for labor strife if the Parent's Plan is confirmed while overestimating the feasibility of that plan, and disregards the Parent's improper conduct both pre- and post-petition," Mr. Kinzie argues. The Debtors, therefore, ask the Court to reconsider its Recommendation and confirmation of the Debtors' Plan. "In recommending confirmation of the Parent's Plan, the Bankruptcy Court erroneously preferred the interests of equity over the stated preferences of creditors. General unsecured creditors voted overwhelmingly to reject the Parent's Plan," Mr. Kinzie contends. He points out that the vast majority of voting creditors, including the Estates' largest creditor, the United States of America, preferred the Debtors' Plan over the Parent's Plan. Mr. Kinzie further asserts that, among other things, creditors correctly viewed the Debtors' Plan as more feasible and less risky than the Parent's Plan. He maintain that the Bankruptcy Court was misled into concluding that the Parent's bid is significantly higher than the Sterlite bid because, as creditors recognized, an accurate economic comparison of the two Plans does not favor confirmation of the Parent's Plan. He adds that consummating the Parent's Plan will release the $8 billion Southern Copper Corporation Judgment, without which the Debtor undisputedly would be insolvent. Creditors Committee's Statement In a statement with respect to the Bankruptcy Court Plan Recommendation, the Official Committee of Unsecured Creditors of ASARCO LLC reminded Judge Schmidt that it has been active throughout the proceedings in the Debtors' Chapter 11 cases and has participated in all of the significant events in the cases over the last four years. During the Confirmation Hearing, the Creditors Committee withdrew its objections to the Debtor's Plan and the Parent's Plan, and announced to the Court that it believed that both the Debtor's Plan and the Parent's Plan met the standards for confirmation, relates Paul M. Singer, Esq., at Reed Smith LLP, in Pittsburgh, Pennsylvania. He adds that during the Confirmation Hearing, the Creditors Committee indicated its preference for the Debtor's Plan for reasons stated on the record before the Court. Mr. Singer tells the Court that the Creditors Committee, as a party-in-interest under Section 1109(b) of the Bankruptcy Code, intends to participate in all proceedings before the Court in relation to the Debtors' cases. Competing Plans As reported by the TCR on Sept. 14, 2009, Sterlite Industries (India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by almost 3% percent. The offer was increased to $2.57 billion in cash from $2.14 billion, Mumbai-based Sterlite said September 11 in a statement to the National Stock Exchange. ASARCO LLC's proposed plan is built upon a sale to Sterlite. Grupo Mexico had filed a rival plan that offered to pay $2.5 billion for ASARCO LLC last month. Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas at the end of August recommended to District Court Judge Andrew S. Hanen to confirm the Plan of Reorganization proposed by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC and its debtor affiliates. The Parent's Plan, valued at $3.6 billion, complies with all of the requirements of the Bankruptcy Code and should be confirmed," Judge Schmidt said in his 137-page report and recommendation dated August 31, 2009. "Confirmation of the Debtors' Plan should be denied," he added. Both Plans are confirmable, Judge Schmidt said in his ruling, but decided that the Parent Plan is superior. Judge Schmidt's recommendation came after a two-week hearing on the Plans of Reorganization filed by each of ASARCO LLC and Asarco Inc. and AMC. Judge Schmidt has also recommended that the District Court issue all injunctions set forth in the Parent's Plan. Judge Hanen is expected to rule on the Plan in November 2009. A full-text copy of Judge Schmidt's Recommendation is available for free at: http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf 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 August 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. 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 October 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 December 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). Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Sterlite's Objections to Judge Schmidt Recommendation ----------------------------------------------------------------- Sterlite (USA), Inc., and Sterlite Industries (India) Ltd. submitted to the U.S. District Court for the Southern District of Texas (i) an objection and modification to the report and recommendation for entry of findings of fact and conclusions of law on plan confirmation entered by Judge Schmidt on August 31, 2009, and (ii) a description of certain material modifications to their proposed plan of reorganization for ASARCO LLC and its debtor affiliates. Sterlite asserts that although there is much that the Bankruptcy Court got right in the Recommendation, it also made clearly erroneous determinations on these three dispositive points, requiring that the District Court reject the Recommendation and remand the matter for further proceedings consistent with the correct determinations: (1) The Bankruptcy Court erred in determining that ASARCO Incorporated and Americas Mining Corporation "outbid" Sterlite and in concluding that the Parent's Plan was, thus, superior to the Debtors' original plan; (2) The Bankruptcy Court erred in applying Section 1129(c) of the Bankruptcy Code in a manner that disenfranchised creditors and completely disregarded their interests and their preferences; and (3) The Bankruptcy Court erred in concluding that the special successorship clause in the current collective bargaining agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union AFL-CIO does not prohibit confirmation of the Parent's Plan. Representing Sterlite, Alfredo R. Perez, Esq., at Weil Gotshal & Manges LLP, in Houston, Texas, contends that the Plan Sponsor had proposed a "full payment" plan and credibly committed to provide any and all cash necessary to ensure that all payments to creditors would be made under the terms of the Debtors' original plan. He notes that under the Debtors' Plan, certain creditors, like the asbestos creditors and certain subordinated creditors, were to receive a mix of cash and non-cash consideration, and the value of the consideration that would have been provided would have been equal to or superior to that provided under the Parent's Plan. Furthermore, Mr. Perez points out, the relative estimated cash contributions of the competing plan proponents were not the sole components of, or the sole bases for comparison of, the payments to be received by creditors under the competing plans. Unfortunately, he says, the Bankruptcy Court misapprehended these fundamental points and thus, erred in determining that Sterlite was "outbid" by the Parent. "It appears from a reading of the Recommendation that a principal source of the error . . . was the distribution of SCC Litigation Trust Interests to Classes 4, 6, and 7," Mr. Perez contends. "The Bankruptcy Court did not ascribe appropriate value to such SCC Litigation Trust Interests and concluded that the Parent's Plan, which provided for the payment of cash and a secured note to Class 4 and cash to Classes 6 and 7, was a higher bid than the bid under the Debtors' original plan," he elaborates. To eliminate the issue of valuation of the SCC Litigation Trust Interests and to leave absolutely no doubt that the Debtors have proposed the superior plan of reorganization, Mr. Perez tells the District Court that the Debtors have now further modified their plan, on the basis of a substantially improved offer from Sterlite. He points out that the new modified plan makes clear that all allowed claims will be paid, in full, in cash on the plan effective date. Sterlite India has also committed to provide Sterlite with a new $200 million working capital facility to further ensure the successful reorganization of the Debtors' businesses going forward, Mr. Perez reveals. "The Sterlite bid is now unquestionably the superior bid, because in addition to ensuring the payment in full of all creditors, it continues to provide several other forms of objectively superior treatment to many creditors," Mr. Perez asserts. He contends that the Modified Plan provides superior treatment to the federal government, because of the tax implications of the plan, and it provides superior treatment to employees and retirees because of the promise of a highly favorable labor agreement, among other advantages. He also notes that the Debtors' key constituents have expressed support for the Debtors' Plan. Only the Parent and its affiliates prefer the Parent's Plan, and they are guided by the same indifference to the interests of their creditors that motivated them to file the bankruptcy cases four years ago after fraudulently removing the most valuable assets from ASARCO LLC's bankruptcy estate, Mr. Perez reminds the District Court. In light of the clear errors in the Recommendation, Sterlite USA and Sterlite India urge that the District Court direct the Bankruptcy Court to propose alternative findings of fact and conclusions of law supporting confirmation of the Debtors' Plan, and that the District Court remand the case for those findings consistent with the ruling. Sterlite also filed an amended objection to correct certain typographical errors, including corrections on Class numbers. Competing Plans As reported by the TCR on Sept. 14, 2009, Sterlite Industries (India) Ltd. topped rival Grupo Mexico's offer for ASARCO LLC by almost 3% percent. The offer was increased to $2.57 billion in cash from $2.14 billion, Mumbai-based Sterlite said September 11 in a statement to the National Stock Exchange. ASARCO LLC's proposed plan is built upon a sale to Sterlite. Grupo Mexico had filed a rival plan that offered to pay $2.5 billion for ASARCO LLC last month. Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas at the end of August recommended to District Court Judge Andrew S. Hanen to confirm the Plan of Reorganization proposed by Asarco Incorporated and Americas Mining Corporation for ASARCO LLC and its debtor affiliates. The Parent's Plan, valued at $3.6 billion, complies with all of the requirements of the Bankruptcy Code and should be confirmed," Judge Schmidt said in his 137-page report and recommendation dated August 31, 2009. "Confirmation of the Debtors' Plan should be denied," he added. Both Plans are confirmable, Judge Schmidt said in his ruling, but decided that the Parent Plan is superior. Judge Schmidt's recommendation came after a two-week hearing on the Plans of Reorganization filed by each of ASARCO LLC and Asarco Inc. and AMC. Judge Schmidt has also recommended that the District Court issue all injunctions set forth in the Parent's Plan. Judge Hanen is expected to rule on the Plan in November 2009. A full-text copy of Judge Schmidt's Recommendation is available for free at: http://bankrupt.com/misc/ASARCO_Recommendation_083109.pdf 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 August 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. 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 October 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 December 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). Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) BEAR STEARNS TRUST: DBRS Downgrades Class G Securities to 'BB' -------------------------------------------------------------- DBRS has confirmed Classes A-1 through AM-A, including notional classes X-1 and X-2 at 'AAA' with stable trends. With the exception of the GGP Portfolio (Prospectus ID#2), the remaining three shadow ratings have also been confirmed. In addition, DBRS downgraded 17 classes, Classes AJ through Q, based on the following: the most recent annual net cash flows have declined for approximately 51% of the pool, based on balance from DBRS' NCFs at issuance, the high percent of loans in special servicing and the percentage of loans on the DBRS' HotList. Losses from seven loans in special servicing are currently projected to wipe out unrated Class S and erode a portion of Class Q. Additionally, the credit enhancement to the lower rated classes is low, and as a result of the significant decline in overall performance for many of the underlying loans, the required credit enhancement at these lower rating categories has increased. Also, because DBRS expects further cash flow decline in 2009, the trend remains Negative for Classes K through Q. The majority of DBRS' anticipated losses are associated with Prospectus ID#5 (RRI Hotel Portfolio). This loan is secured by 79 Red Roof Inn (RRI) hotels (9,423 rooms) across 24 states. As with many lodging properties, RRI performance has declined. The YE2007 financial performance was not reported; however, YE2008 RevPAR dropped to $36.51 from $37.64 at issuance, and year-to-date, as of June 30, 2009, further plummeted to $29.00. DSCR fell to 1.17x, per YE2008 reporting, and 0.86x, as of June 20, 2009, compared to 1.33x, at issuance. The loan transferred effective June 8, 2009, due to payment default, as well as the borrower's indication that it is unwilling and unable to remit future payments. The loan is a pari-passu piece of a $465 million loan. The DBRS liquidation scenario assumes significant losses on this loan. DBRS CMBS methodology assumes a mean reverting capitalization rate applied to all loans and therefore the current market's property value deterioration was already accounted for within the DBRS ratings at issuance. As a result, the downgrades are more related to the loan specific increased probability of default, caused by a deterioration of cash flow, for many loans within the transaction, as compared to property value declines. The pool is heavily concentrated by loans secured by retail and hotel properties, each sector showing signs of stress in the current economic environment. As such, the DBRS Hotlist is concentrated in these property types. There are 17 loans (14.3% of the transaction's outstanding balance) found on the DBRS HotList. As part of its review, DBRS analyzed the three shadow-rated loans, the servicer's watchlist, the specially serviced loans, and the remaining top ten loans, which comprise approximately 64% of the current pool balance. The ratings actions on the Bear Stearns Commercial Mortgage Securities Trust 2007-PWR18, includes: -- Class A-1, confirmed at AAA, stable trend; -- Class A-1A, confirmed at AAA, stable trend; -- Class A-2, confirmed at AAA, stable trend; -- Class A-3, confirmed at AAA, stable trend; -- Class A-4, confirmed at AAA, stable trend; -- Class A-AB, confirmed at AAA, stable trend; -- Class A-M, confirmed at AAA, stable trend; -- Class AM-A, confirmed at AAA, stable trend; -- Class X-1, confirmed at AAA, stable trend; -- Class X-1, confirmed at AAA, stable trend; -- Class X-2, confirmed at AAA, stable trend; -- Class A-J, downgraded to A, stable trend; -- Class AJ-A, downgraded to A; -- Class B, downgraded to A (low), stable trend; -- Class C, downgraded to BBB (high), stable trend; -- Class D, downgraded to BBB, stable trend; -- Class E, downgraded to BBB, stable trend; -- Class F, downgraded to BBB (low), stable trend; -- Class G, downgraded to BB, stable trend; -- Class H, downgraded to B (high), stable trend; -- Class J, downgraded to B, stable trend; -- Class K, downgraded to B (low), negative trend; -- Class L, downgraded to CCC, negative trend; -- Class M, downgraded to CCC, negative trend; -- Class N, downgraded to CCC, negative trend; -- Class O, downgraded to CCC, negative trend; -- Class P, downgraded to CCC, negative trend; -- Class Q, downgraded to CCC, negative trend. BEDROCK INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Bedrock International, LLC 9929 Lackman Road Lenexa, KS 66219 Case No.: 09-22988 Type of Business: The Debtor operates a granite and marble natural retail business. Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Dale L. Somers Debtor's Counsel: Jeffrey A. Deines, Esq. Lentz Clark Deines PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 Email: jdeines@lcdlaw.com Carl R. Clark, Esq. Lentz Clark Deines PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Byron L. Dougherty, the company's president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Andrade S/A Marmores E Granito $742,812 Rua 1, Quadra 1 Serra, ES 29168-020 Brazil Artisan Manufacturing Corp. $122,531 Balaji International, Inc. $95,507 Bundles SRL $86,740 Fuji Marmores E Granitos $145,458 General Noli $229,162 Granitez S.P.A. $83,590 Levantina De Granitos $118,422 Brazil Levantina De Granitos $126,933 Spain Magnitos Magnago Granitos Ltda $159,671 Marmi Graniti Favorita S.P.A. $318,964 Marmi Sava S.R.L. $147,133 Mineracao Guidoni $254,404 Rodovia Do Caf� S/N KM 48 - Zona Rural Sao Domingos Do Nort 29745 Brazil Monocibec (Fincibec S.P.A.) $135,282 Nova Aurora Granitos LTDA $218,470 Sunflower Stone/ $509,222 Decolores Cremar 3333 Lee Pkwy, Suite 600 Dallas, TX 75219 Vickers Industrial Co Ltd $382,640 #25 Mei Kong 87th St. Hualien, TW CHINA Vitoria Stone Industria $127,283 Wingstone S.P.A. $230,090 Zucchi Granite USA, Inc. $130,548 BERNARD MADOFF: Court Favors Picard Claim-Determination Method -------------------------------------------------------------- U.S. Bankruptcy Judge Burton R. Lifland favored a request by Irving Picard, the trustee liquidating Bernard L. Madoff Investment Securities Inc. and Bernard Madoff, for a procedure for first determining the methodology to be used later in fixing the amount of creditors' claims. In last week's ruling, Judge Lifland barred an individual customer from filing a lawsuit to determine the proper amount of its claim. He said that allowing a group of claimants to proceed with a lawsuit to determine the "net equity issue" that will apply to all customer claims will yield an incomplete record that might result in piecemeal litigation on this issue. Instead, customers must adhere to the claims-determination procedure set up by the Bankruptcy Court early in the case, and modified by Mr. Picard. "With more than 15,000 claims filed in the Madoff proceeding and multi-billions of dollars at stake, the issue of how the Trustee determines claimants' 'net equity' for distribution purposes is a central question to be determined in this SIPA liquidation," Judge Lifland said. A copy of the Decision is available for free at: http://bankrupt.com/misc/Madoff_ClaimsSkedDecision As reported by the TCR on Aug. 31, 2009, Mr. Picard asked the U.S. Bankruptcy Court for the Southern District of New York to enter a scheduling order to resolve the "net equity" issue in computing for investors' allowed claims. Under the Securities Investor Protection Act of 1970, 15 U.S.C. Sec. 78aaa et seq., Mr. Picard is responsible for recovering and distributing customer property to BLMIS's customers, assessing claims, and liquidating any other assets of the firm for the benefit of the estate and its creditors. The statutory framework for the satisfaction of Customer Claims in a SIPA liquidation proceeding provides that customers share pro rata in customer property to the extent of their Net Equity (as defined in Section 78lll(11) of SIPA, 15 U.S.C. Sec. 78lll(11)), and to the extent that a customer's Net Equity exceeds his or her ratable share of customer property, the Securities Investor Protection Corporation will advance funds to the SIPA trustee up to $500,000 for securities for that customer. Certain claimants disagree with Mr. Picard as to the construction of the term Net Equity and how that term should be applied to determine the amount of the valid Customer Claim of each claimant. It is the Trustee's position that for purposes of determining customer claims, each BLMIS customer's Net Equity will be determined by crediting the amount of cash deposited by the customer into his BLMIS account, less any amounts already withdrawn by him from his BLMIS customer account -- cash in/cash out approach. Various claimants have asserted that Net Equity should be determined on the basis of each claimant's balance as shown on their November 30, 2008 account statement provided by BLMIS or, alternatively, that the calculation should reflect the time value of money deposited by each claimant and/or interest, unjust enrichment or other factors. Furthermore, two adversary proceedings were filed challenging the Trustee's definition of "net equity": Less, et al. v. Picard, Adv. Pro. No. 09 CV 1265 (Bankr. S.D.N.Y.) (BRL) (seeking class action relief); and Peskin, et al. v. Picard, Adv. Pro. No. 09 CV 1272 (Bankr. S.D.N.Y.) (BRL). In furtherance of the requirement under the Court's prior order that the Trustee obtain and notify an objecting party of a hearing on an objection, the purpose of this proposed scheduling order is to establish an orderly procedure for this Court to resolve objections involving the proper determination of Net Equity. The Trustee proposed this schedule: A. On or before October 16, 2009, the Trustee will file motion(s) to affirm certain customer claims determinations as to which objections have been filed, specifically with regard to the Trustee's Net Equity determinations. B. In accordance with the Claims Procedures Order, the Motion(s) will identify those claimants who have filed objections to his determination of their customer claims for which he intends to schedule a hearing on the Net Equity issue. C. In support of the Motion(s), the Trustee shall file a memorandum of law and supporting papers setting forth the factual and legal bases for the Trustee's construction of the term Net Equity on the same date. D. SIPC will file any brief with reference to the Motion(s) on or before October 16, 2009. E. The Objecting Claimants will file their responses to the Motion(s) on or before November 13, 2009. F. Any Interested Parties who wish to file a brief in opposition to the Trustee's Motion(s) will file their briefs on or before November 13, 2009. G. Any Interested Parties who wish to file a brief in support of the Trustee's Motion(s) will file their briefs on or before December 11, 2009. H. To the extent that Interested Parties who filed briefs in raise issues, factual or legal, that have not been previously raised, Interested Parties who filed a brief in opposition to the Trustee's Motion(s) may file a reply brief addressing the issues on or before December 21, 2009. I. The Trustee and SIPC will file any reply papers on or Before January 15, 2010. J. The Court will hold a hearing on the Motion on February 2, 2010, at 10:00 a.m., or such other time as the Court determines. The Trustee's proposed procedures have been disseminated in advance of filing to three law firms, each of which has demonstrated an interest in the litigation of this issue: (a) Lax & Neville, LLP, (b) Milberg LLP, and (c) Phillips Nizer LLP About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC was a market maker in U.S. 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 December 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Mr. Madoff's fraud were allegedly at least US$50 billion. Also on December 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. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors. BLACK GAMING: Receives Default Notice from Wells Fargo Foothill --------------------------------------------------------------- Black Gaming, LLC, together with its direct and indirect wholly owned subsidiaries, on September 3, 2009, received a Notice of Default, Imposition of Default Rate of Interest, and Reservation of Rights letter from Wells Fargo Foothill, Inc., with respect to that certain credit agreement, dated as of December 20, 2004, as amended, by and among the lenders, Wells Fargo Foothill, as the arranger and administrative agent for the Lenders, and the Company. The Notice states that events of default exist under the Credit Agreement as a result of: -- the Company's failure to achieve EBITDA in the amounts required by the Credit Agreement; -- the Company's failure to pay the Overadvance (as defined in the Credit Agreement) amount existing on September 30, 2008; -- the Company's failure to comply with certain representations and warranties in the Credit Agreement; -- the Company's suspension of operations at its Oasis Resort and Casino; -- the Company's failure to make the scheduled interest payments due on January 15, 2009, and July 15, 2009, under the Company's 9.0% Senior Secured Notes; -- the Company's failure to make the scheduled interest payment due on July 15, 2009, under the Company's 12-3/4% Senior Subordinated Notes; and -- the Company's failure to obtain control agreements for deposit accounts established and maintained by the Company. The Notice further states that as a result of the events of default, the Lender Group has elected to increase the applicable rate of interest under the Credit Agreement to the default rate, which is 2% above the per annum rate otherwise applicable under the Credit Agreement, retroactive to March 9, 2009. The retroactive default interest amounts to approximately $150,000 through August 31, 2009. The Notice further states that the Lender Group is under no further obligation to extend further credit under the Credit Agreement, is continuing to evaluate its response to the events of default, and reserved all of its rights and remedies under the Credit Agreement. At this time, the Lender Group has not elected to accelerate the indebtedness under the Credit Agreement. As reported in the Company's Form 10-Q filed on August 14, 2009, the Credit Agreement is substantially fully drawn, with approximately $14.8 million outstanding, and the Company and Wells Fargo Foothill have been in discussions regarding the effects of the events of default under the Credit Agreement. As of June 30, 2009, the Company had total assets of $148,280,000 and total liabilities of $233,532,000, resulting in members' deficit of $85,252,000. Black Gaming, LLC, is engaged in the hotel casino industry in Mesquite, Nevada. Its wholly owned subsidiaries are B & B B, Inc. (doing business as Virgin River Hotel/Casino/Bingo) and Virgin River Casino Corporation and its wholly owned subsidiaries R. Black, Inc., and RBG, LLC (doing business as CasaBlanca Resort/Casino/Golf/Spa) and its wholly owned subsidiary CasaBlanca Resorts, LLC (doing business as Oasis Resort & Casino) and its wholly owned subsidiaries Oasis Interval Ownership, LLC, Oasis Interval Management, LLC and Oasis Recreational Properties, Inc. BNP PETROLEUM: Chapter 7 Conversion Hearing on Sept. 29 ------------------------------------------------------- Denise Malan at Corpus Christi Caller-Times reports that U.S. Bankruptcy Judge Richard Schmidt has set a hearing for September 29 on the possible conversion of the BNP Petroleum's Chapter 11 reorganization case to Chapter 7 liquidation. According to Caller-Times, one of BNP Petroleum's units could be consolidated into the Company to help pay its debt. BNP Petroleum operates natural gas wells on the Padre Island National Seashore and in other locations. The Company is in Chapter 11 bankruptcy. Three creditors tried to force BNP into Chapter 7 bankruptcy in April 2009, but the case was converted to Chapter 11 in August 2009. As reported by the TCR on September 3, 2009, BNP Petroleum's investors agreed with creditors to liquidate the Company if the two parties fail to settle their dispute. BROADCASTER INC: Restates Form 10-K for Fiscal Year Ended June 30 ----------------------------------------------------------------- Broadcaster Inc. filed with the Securities and Exchange Commission an Amendment No. 1 on its annual report on Form 10-K for the year ended June 30, 2008, which was filed with the SEC on Oct. 17, 2008. The Form 10-K/A contains restatements to controls and procedures of the original filing. The amendment does not reflect events occurring after the original filing and speaks only as of the date of the original filing. A full-text copy of the Company's Form 10-K/A is available for free at http://ResearchArchives.com/t/s?4499 A full-text copy of the Company's original 10-K is available for free at http://ResearchArchives.com/t/s?347a Broadcaster, Inc., is a Delaware corporation primarily engaged in two new lines of business, the game development business and the telecommunications business. Until recently, the company was solely engaged in the operation of a Social Video Network over the Internet, which business has been discontinued. All of its revenues derived during the fiscal year ended June 30, 2008, was derived from its discontinued operations as an Internet-based business which included the operation of a Social Video Network over the Internet through its wholly owned subsidiary, Broadcaster Interactive Group, Inc., and an Internet based business which provided entertainment content and old television shows and other media through its other subsidiary, Access Media. Going Concern Doubt Choi, Kim & Park LLP of Los Angeles, California, expressed substantial doubt about Broadcaster, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for the fiscal years ended June 30, 2008, and 2007. The auditor noted the company's significant operating losses and working capital deficit raise. CAROLINA SHORES GOLF: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Carolina Shores Golf & Country Club, LLC 99 Carolina Shores Drive Carolina Shores, NC 28467 Bankruptcy Case No.: 09-07764 Chapter 11 Petition Date: September 8, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: David J. Haidt, Esq. Ayers, Haidt & Trabucco, P.A. PO Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 Email: davidhaidt@embarqmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nceb09-07764.pdf The petition was signed by James Michael Matheny, owner/manager of the Company. CEREPLAST INC: Notes of Going Concern Doubt Due to Cash Needs ------------------------------------------------------------- Cereplast, Inc., posted a net loss of $1,049,237 for three months ended June 30, 2009, compared with a net loss of $3,181,366 for the same period in 2008. For six months ended June 30, 2009, the Company posted a net loss of $3,242,792 compared with a net loss of $7,025,775 for the same period in 2008. The Company's balance sheet at June 30, 2009, showed total assets of $7,223,533, total liabilities of $2,983,829 and a stockholders' equity of $4,239,704. The Company said that there is substantial doubt about its ability to continue as a going concern. The Company noted that it incurred net losses for the six months ended June 30, 2009, and for the year ended Dec. 31, 2008, and has an accumulated deficit of $32,614,812 as of June 30, 2009. Based on its operating plan, its existing working capital will not be sufficient to meet the cash requirements to fund its planned operating expenses, capital expenditures and working capital requirements through Dec. 31, 2009, without additional sources of cash. If the Company cannot obtain sufficient additional financing in the short-term, it may be forced to file for bankruptcy or cease operations. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?44af Cereplast, Inc. (OTC:CERP) is engaged in developing and commercializing bio-based resins. The Company develops and commercializes new bio-based resins through two complementary product families: Cereplast Compostables resins, and Cereplast Hybrid Resins. CHRYSLER LLC: NADA Inks Accord With Terminated Dealers Group ------------------------------------------------------------ The National Automobile Dealers Association and a committee of dealers terminated by Chrysler and General Motors Corp. reached an agreement on a recommended process for reinstating dealers, according to report by Automotive News. The agreement calls for the automakers to disclose the criteria they used in choosing dealerships for termination. If the automakers agree to the recommendation, any dealers wrongly terminated based on those criteria would be reinstated automatically. Dealers not restored after that process could appeal to an arbitration panel, consisting of a representative from the automaker and the dealer, and a third member agreed to by the parties, the report said. GM spokesman Pete Ternes said the automaker has already agreed to offer wound-down dealers the chance to offer a proposal if GM is seeking to open a new point. He said, however, that the automaker has not agreed to offer dealers right of first refusal for re- entering a market, Automotive News reported. Mr. Ternes refused to comment further on the proposal until the automaker receives it from the dealer groups. Chrysler spokeswoman Linda Becker, meanwhile, refused to comment because she had not seen the dealer groups' agreement. About Chrysler LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CLASSICSTAR LLC: Liquidator Sues Baker Law Firm to Disgorge Fees ---------------------------------------------------------------- Erik Larson at Bloomberg reports that the liquidator for ClassicStar LLC sued Baker & Hostetler LLP over claims the law firm billed $848,000 for work when the Company was already insolvent. According to the report, Baker, based in Cleveland, is among several organizations sued by the liquidator in the Bankruptcy Court. The suits claim payments to vendors during two years before the bankruptcy are "fraudulent transfers" that can be recovered under U.S. law to help repay creditors. Headquartered in Lexington, Kentucky, ClassicStar LLC operated as a thoroughbred horse breeder. The company also leased horses and rents out the reproductive systems of select thoroughbred mares. The company filed for Chapter 11 protection Sept. 14, 2007 (Bankr. E.D. Ky. Case No.07-51786). James W. Gardner, Esq., at Henry Watz Gardner Sellars & Gardner, PLLC, represents the Debtor. The U.S. Trustee for Region 8 appointed creditors to serve on an Official Committee of Unsecured Creditor in this case. Elizabeth Lee Thompson, Esq., at Stites & Harbison, PLLC, represents the Committee. The Debtor posted assets of $227 million, comprised of account receivable owed to National Equine Lending Corp., and debts of $72.7 million. In April 2008, the Hon. William S. Howard of the United States Bankruptcy Court for the Eastern District of Kentucky converted ClassicStar LLC's Chapter 11 case to a Chapter 7 liquidation proceeding. The U.S. Trustee for Region 8, asked for the conversion, saying there is no reasonable likelihood that the Debtor will propose a bankruptcy plan. COLONIAL BANCGROUP: S&P Downgrades Issue-Level Ratings to 'D's -------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issue- level ratings on Colonial BancGroup Inc. and Colonial Capital Trust IV to 'D'. Then S&P withdrew its issuer and issue-level ratings on both entities at the company's request. "We took these rating actions primarily because of Colonial BancGroup's Chapter 11 bankruptcy filing," said Standard & Poor's credit analyst Robert Hansen. On Aug. 25, 2009, the company filed, in U.S. Bankruptcy Court, a voluntary petition for relief under Chapter 11 of Title 11 of the U.S. Code. The voluntary petition shortly followed the Federal Deposit Insurance Corp.'s placement into receivership of the company's primary subsidiary, Colonial Bank, on Aug. 14, 2009. Colonial BancGroup also announced, on Aug. 14, that it would sell most of the assets and deposits of its primary subsidiary, Colonial Bank, to BB&T Corp. CONCHO RESOURCES: Moody's Assigns 'B1' Corporate Family Rating -------------------------------------------------------------- Moody's assigned a first time B1 Corporate Family Rating and B1 Probability of Default Rating to Concho Resources Inc. and a B3 (LGD 6, 90%) rating to its pending $250 million senior unsecured notes. The two notch difference between the CFR and senior unsecured ratings reflects the proportionately large size of the secured borrowing base in relation to the size of the notes. Moody's also assigned a SGL-3 Speculative Grade Liquidity Rating, reflecting adequate liquidity. The outlook is stable. The B1 CFR reflects Concho's success to date in its core operating areas, expected range of operating performance over the next two years, and Concho's comments that it would continue to fund material acquisitions with timely equity, deemed sufficient by Moody's, to sustain the ratings. Concho raised over $200 million in public equity on three separate occasions during 2008 and 2007, including its August 2007 initial public offering. Concho has assembled comparatively concentrated Wolfberry Play acreage positions along the eastern and western flanks of the prolific Spraberry Trend of West Texas and in Southeastern New Mexico. This regional operating intensity has yielded sound unit full-cycle economics. Concho is weighted towards oil production, which has a more favorable price outlook than natural gas. Price risk is further mitigated to a degree, with somewhat over 55% of 2009 production hedged at an average of $70/bbl and 43% of 2010 production hedged at comparably supportive prices. However, relative to other rated independent exploration and production companies, the CFR also reflects Concho's still comparatively small production rate and proven developed reserve base, a high 44% proportion of unfunded proven undeveloped reserves at year-end 2008 and at June 30, 2009, and a comparatively small number of core operating areas. The latter factor limits Concho's geographic and geologic reserve replacement risk diversification. Concho's four key debt leverage metrics (leverage on production, proven developed reserves, total proven reserves, and on retained cash flow) map variously to single B and low Ba ratings. Management also reports that it would understandably continue to pursue attractive acquisitions of third party reserves and acreage. While Concho comments that it would support material acquisitions with equity, Moody's believe that compelling acquisitions can often arise during extremely weak sector and equity market conditions that might not support equity raisings at reasonable terms. Overall, the ratings reflect the inherent risks and opportunities of the exploration and production sector. Sector challenges include oil and natural gas price risk, sustaining and growing production in a highly capital intensive depleting asset business, exceptionally high rates of first year production decline in new wells drilled on Concho's acreage (industry standard rapid decline for geology of that sort), the basic risk of varying degrees of initial production, and the risk of delays in arranging sufficient drilling rigs, oilfield services, and surface infrastructure as Concho develops its acreage. The B3 note rating also reflects the proportionately large presence of first secured bank borrowings in the pro-forma capital structure. At this time, the pro-forma senior secured revolving credit facility borrowing base would be $953.1 million, of which $417.5 million would be drawn after the proposed $250 million note offering. The size of the secured debt overhang results in a B3 note rating under Moody's LGD Methodology. Netting out all realized hedging gains and losses, Concho's $225 million in first half 2009 capital spending materially exceeded cash flow. At June 30, 2009, bank borrowings totaled $660 million under a $960 million borrowing base within a $1.2 billion first secured bank revolving credit facility that matures July 31, 2013. There are no other material debt maturities. At June 30, 2009, Concho had amply wide clearance under its two bank revolver covenants. Assuming a $250 million note offering, the company reports that its borrowing base would be reduced by approximately $6.9 million to $953.1 million. Concho's stated capital spending target for 2009 is within plus or minus 10% of cash flow. Accordingly, given the inherent risk of negative borrowing base revisions the ratings assume that Concho would conduct capital spending and funding programs that support ample undrawn borrowing base availability. Per standard industry practice, the base is re-determined at least twice a year. Concho Resources Inc. is an independent exploration and production company headquartered in Midland, Texas. CONCORD STEEL: Files Chapter 11, Stamford Not Part of Filing ------------------------------------------------------------ Stamford Industrial Group, Inc., on September 14 said its wholly owned subsidiary, Concord Steel, Inc., which constitutes substantially all of the Company's assets, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, in the U.S. Bankruptcy Court for the Northern District of Ohio under the caption "In re Concord Steel, Inc." (Case No. 09-43448). SIG was not included in Concord's filing. Al Weggeman, the Company's Chief Executive Officer, said, "Over the past year, Concord has continued to be adversely affected by the steep drop off in purchasing for the global infrastructure, construction, and residential markets as a result of the global financial crisis. Recently, some of Concord's customers have unexpectedly announced the closing or suspending of operations at their fabrication facilities. Throughout 2008 and 2009 we have been taking broad-based cost cutting measures, including a 75% reduction in our workforce, consolidating operations as well as cutting salaries, and since the first quarter of 2009 have attempted to address and negotiate modifications to Concord's credit agreement to account for the reduction in demand from its customers and the unprecedented market changes. Although we have begun to see some subtle but positive indicators within Concord's markets, Concord has been unable to enter into a further amendment of its credit agreement to address its ability to continue to comply with the credit agreement on an ongoing basis and continue to borrow the funds needed to continue to operate. As a result, after careful consideration, it was determined that a Chapter 11 filing by Concord was a necessary and prudent step." Concord expects to file motions with the Court seeking the continuation of operations, including requesting Court approval to continue paying employee wages and salaries and providing employee benefits. About Stamford Industrial Concord Steel, Inc., a wholly-owned subsidiary of Stamford Industrial Group (Pink Sheets: SIDG) -- http://www.Stamfordig.com/ -- acquired in October 2006, is an independent manufacturer of steel counter-weights and structural weldments that are incorporated into a variety of industrial equipment, including aerial work platforms, cranes, elevators and material handling equipment. COYOTES HOCKEY: Court to Select Winning Bidder Sept. 21 ------------------------------------------------------- Mike Sunnucks at Phoenix Business Journal reports that the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona has extended until September 21 the deadline for a decision to be made on the Phoenix Coyotes auction. The deadline was initially set for September 14. According to Business Journal, Judge Baum said that the new deadline will give the court time to consider who gets Phoenix Coyotes. As reported by the TCR on September 10, 2009, Ice Edge Holdings confirmed that it has dropped out of bidding for the Phoenix Coyotes. The auction for the Phoenix Coyotes is now between James L. Balsillie's group PSE Sports and Entertainment -- which initially offered $242.5 million for the team -- and NHL, which bid $140 million for the team. The two parties increased their bids at the September 10 auction. Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. COYOTES HOCKEY: Wayne Gretzky's Coaching Status in Limbo -------------------------------------------------------- The Associated Press reports that unless the Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the District of Arizona makes a ruling in the bankruptcy case of Phoenix Coyotes owner Jerry Moyes, Wayne Gretzky's coaching status remains in limbo. Mr. Gretzky owns a small share of Phoenix Coyotes. The AP quoted Phoenix Coyotes general manager Don Maloney as saying, "His position with us is to be determined. He's the head coach right now. Given the timing of the court date and the lack of a decision on ownership, Wayne thought it was better to sit back for a few days and evaluate." Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes National Hockey League team -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors are represented by Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey, LLP, in Phoenix, and estimate their assets and liabilities are between $100 million and $500 million. Jim Balsillie, Research in Motion Ltd.'s co-chief executive officer, offered to buy the Phoenix Coyotes for $212 million and move the NHL team to Hamilton, Ontario, and the League balked at the relocation proposal. Mr. Balsillie was unsuccessful in 2007 when he attempted to buy and relocate the Nashville Predators, and lost a similar bid in 2006 to buy and relocate the Pittsburgh Penguins. CYNERGY DATA: Can Hire Kurtzman Carson as Claims & Noticing Agent ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Cynergy Data, LLC, and its debtor-affiliates to employ Kurtzman Carson Consultants LLC as claims, noticing, solicitation, balloting, and tabulation agent. KCC is expected to, among other things: a. prepare and serve required notices in the Chapter 11 cases; b) assist, maintain and update the master mailing lists of creditors; and c) perform other administrative tasks pertaining to the administration of the Chapter 11 cases, as may be requested by the Debtors or the Clerk's Office. Michael Frisberg, vice president of corporate restructuring services of KCC, tells the Court that KCC received a $25,000 retainer as payment for KCC's services and expenses. Mr. Frisberg assures the Court that KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Cynergy Data Launched in 1995, Cynergy Data LLC is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually. Marcelo Paladini owns 92% of Cynergy. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to Cynergy Holdings, LLC, an affiliate of The ComVest Group, which will serve as stalking horse bidder in an auction. CYNERGY DATA: Proposes Pepper Hamilton as Delaware Counsel ---------------------------------------------------------- Cynergy Data, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Pepper Hamilton LLP as Delaware counsel. Pepper Hamilton will, among other things: a) assist Nixon Peabody LLP, the proposed counsel, in representing the Debtors; b) advise the Debtors with respect to their rights, powers and duties as debtor-in-possession in the continued management and operation of their businesses and properties; and c) advise and consult the Debtors regarding the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11. David B. Stratton, a partner at Pepper Hamilton, tells the Court that prior to the petition date, Pepper Hamilton received $16,516 in satisfaction of its outstanding fees and expenses. Mr. Stratton adds that Pepper Hamilton is presently holding a $50,000 pre-filing retainer. The retainer is being held for application toward and payment of postpetition fees and expenses. The hourly rates of Pepper Hamilton personnel are: Partners and Counsel $380 - $825 Associates $240 - $435 Paraprofessionals $75 - $215 Mr. Stratton assures the Court that Pepper Hamilton is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Stratton can be reached at: Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 Market Street Wilmington, DE 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 About Cynergy Data Launched in 1995, Cynergy Data LLC is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually. Marcelo Paladini owns 92% of Cynergy. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to Cynergy Holdings, LLC, an affiliate of The ComVest Group, which will serve as stalking horse bidder in an auction. CYNERGY DATA: U.S. Trustee Appoints Five-Member Creditors Panel --------------------------------------------------------------- Roberta A. DeAngelis, Acting United States Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases of Cynergy Data, LLC, and its debtor-affiliates. The Creditors Committee members are: 1. Iworks, Inc. Attn: Jeremy Johnson 249 E. Tabernacle St., No. 200 St. George, UT 84770 Tel: (435) 688-0634 Fax: (435) 688-8032 2. Pivotal Payments, Inc. Attn: Lester Fernandes 200 Broadhollow Rd., Suite 207 Melville, NY 11747 Tel: (514) 227-6890 Fax: (514) 227-6891 3. i-fortuity,LLC. Attn: Tim Woods 2510 W. Dunlap Ave., No. 440 Phoenix, AZ 85021 Tel: (602) 741-9738 Fax: (602) 395-0000 4. Tribul Merchant Services, LLC Attn: Sam Chanin, president 55 Broad St., 2nd Floor New York, NY 10004 Tel: (646) 772-6328 5. Gravity Payments, Inc. Attn: Dan Price 1434 Elliott Ave. W., Suite C Seattle, WA 98119 Tel: (206) 388-5902 Fax: (206) 299-9569 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Cynergy Data Launched in 1995, Cynergy Data LLC is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually. Marcelo Paladini owns 92% of Cynergy. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to Cynergy Holdings, LLC, an affiliate of The ComVest Group, which will serve as stalking horse bidder in an auction. CYNERGY DATA: Wants to Hire Nixon Peabody as Bankruptcy Counsel --------------------------------------------------------------- Cynergy Data, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Nixon Peabody LLP as counsel. Nixon Peabody will, among other things: a) assist, advise and represent the Debtors in the preparation and prosecution of the Chapter 11 cases and in its consultations with the creditors' committee and other parties-in-interest regarding the administration of the case; b) assist the Debtors with respect to its powers and duties as debtors-in-possession in the continued management and operation of its business and properties; and c) assist the Debtors in connection with the contemplated sales of assets or business combinations, including negotiating any asset, stock purchase, merger or joint venture agreements, formulating and implementing any bidding procedures, evaluating competing offers, drafting appropriate corporate documents with respect to the proposed sales, and counsel the Debtors in connection with the closing of any sales. Dennis J. Drebsky, a partner at Nixon Peabody, tells the Court that prior to Cynergy Data's petition date, Nixon Peabody received $1,519,512 in satisfaction of its outstanding fees and expenses. Additionally, Nixon Peabody received a prepetition retainer of $200,000 in payment for postpetition fees and expenses. The hourly rates of Nixon Peabody's personnel are: Mr. Drebsky $840 Partners $355 - $840 Associates $230 - $580 Paralegals $135 - $265 Mr. Drebsky assures the Court that Nixon Peabody is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Drebsky can be reached at: Nixon Peabody LLP 437 Madison Avenue New York, NY 10017 About Cynergy Data Launched in 1995, Cynergy Data LLC is a merchant credit card processing service provider that gives business owners excellent customer support and unparalleled merchant services. The company emphasizes honest, service-oriented business practices and customer-friendly products and services. During the past 14 years, Cynergy Data has rapidly expanded from a two-person operation to one that employs over 130 service-oriented team members. Headquartered in New York City, Cynergy Data manages a portfolio of nearly 80,000 merchants processing in excess of $10 billion annually. Marcelo Paladini owns 92% of Cynergy. The Company and two affiliates -- Cynergy Data Holdings, LLC, and Cynergy Prosperity Plus, LLC -- filed for Chapter 11 on September 1, 2009 (Bankr. D. Del. Case No. 09-13038). The Company's legal advisor is Nixon Peabody LLP; its financial and restructuring advisor is CM&D Management Services LLC; its industry expert is Unicorn Partners, LLC; and its investment bankers are Stifel, Nicolaus & Company and Peter J. Solomon Company. Aside from Nixon peabody, Pepper Hamilton LLP has been hired as bankruptcy and restructuring counsel. Charles D. Moore of Conway MacKenzie, Inc., serves as chief restructuring officer. Kurtzman Carson & Consultants LLC serves as claims and notice agent. Cynergy Data said that it had assets of $109,546,132 against debts of $186,183,032 as of June 30, 2009. Cynergy Data filed for Chapter 11 to complete the sale of all of its assets to Cynergy Holdings, LLC, an affiliate of The ComVest Group, which will serve as stalking horse bidder in an auction. DAISY LANE DAIRY: Case Summary & 9 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Daisy Lane Dairy, Inc. 44500 County Road 13 Cope, CO 80812 Bankruptcy Case No.: 09-28954 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Daisy Lane Farm, LLC 09-28956 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Lee M. Kutner, Esq. 303 E. 17th Ave., Suite 500 Denver, CO 80203 Tel: (303) 832-2400 Email: lmk@kutnerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 9 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob09-28954.pdf The petition was signed by Dennis Koolstra, vice president of the Company. DELTA AIR: Japan Air Stake May Give Access to China --------------------------------------------------- Chris Cooper at Bloomberg News reports that Delta Air Lines Inc. or American Airlines may get improved access to China, Asia's biggest air traffic market, if either U.S. carrier's plan to take a stake in Japan Airlines Corp. succeeds. Bloomberg notes that a tie-up would give American or Delta more access to Chinese cities as JAL has the widest network of flights between China and Japan. According to the report, Delta, which lacks a code-sharing agreement with a Japanese carrier, sees an expanded Asian network to compete with American, in the same Oneworld alliance as JAL, and All Nippon Airways Co., a member of the Star Alliance group. Japan Air, Bloomberg notes, needs more funding as it predicts a fourth annual loss in five years amid the biggest passenger drop since 2003. The carrier, known as JAL, will present the outline of a mid-term reorganization plan to a government panel in Tokyo today, according to spokeswoman Sze Hunn Yap. As reported by the TCr on Sept. 15, 2009, AMR Corp. and Delta Air are reportedly in separate talks with Japan Airlines Corp. to forge an expansive joint venture with the carrier. The Wall Street Journal said that American Airlines would also consider taking a minority stake in JAL, although any such investment would likely be capped at hundreds of millions of dollars. Delta is also negotiating to acquire a minority stake of around $300 million in JAL. The Journal relates that Delta wants JAL to join its rival SkyTeam alliance. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- is now the world's largest airline. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. Delta's marketing alliances allow customers to earn and redeem either SkyMiles or WorldPerks on more than 16,000 daily flights offered by SkyTeam and other partners. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in Washington, represented the Northwest Debtors in their restructuring efforts. On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). As reported by the TCR on June 29, 2009, Fitch Ratings has downgraded the debt ratings of Delta Air Lines, Inc., and its wholly owned subsidiary Northwest Airlines, Inc. -- (i) DAL's Issuer Default Rating to 'B-' from 'B', First-lien senior secured credit facilities to 'BB-/RR1' from 'BB/RR1', and Second-lien secured credit facility to 'B-/RR4' from 'B/RR4', and (ii) NWA's IDR to 'B-' from 'B'; and Secured bank credit facility to 'BB- /RR1' from 'BB/RR1'. The downgrade of DAL's ratings reflects the continued erosion of the airline's near-term cash flow generation potential that has resulted from extremely weak business travel demand and large year-over-year declines in passenger revenue per available seat mile. DIAMOND INFORMATION: Illiquid, Has Cash Flow Deficit ---------------------------------------------------- Diamond Information Institute, Inc., doing business as Designs By Bergio, reported total assets of $1,976,430 against debts of $2,129,252, resulting to a stockholders' deficit of $152,822, as of June 30, 2009. For six months ended June 30, 2009, the Company recorded a net loss of $318,775 on net sales of $454,307 against a net loss of $485,516 on sales of $642,883 for six months ended June 30, 2009. As of June 30, 2009, the Company's current liabilities exceeded its current assets by approximately $171,000 while, its total liabilities exceeded its total assets by $153,000. Further, through the six months ended June 30, 2009, the Company incurred a net loss from operations of approximately $319,000 and a cash flow deficit from current operations of approximately $21,000. "These factors raise substantial doubt about the Company's ability to continue as a going concern," Diamond Information said. A copy of the Form 10-Q filed with the Securities and Exchange Commission is available for free at: http://researcharchives.com/t/s?44b5 Diamond Information Institute Inc. d/b/a Designs by Bergio is engaged in the product design, manufacturing, distribution of fine jewelry throughout the United States and is headquartered from its corporate office in Fairfield, New Jersey. Based on the nature of operations, the Company's sales cycle experiences significant seasonal volatility with the first two quarters of the year representing 15% to 25% of annual sales and the remaining two quarters representing the remaining portion of annual sales. DIXIE PELLETS LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Dixie Pellets, LLC 2100 Third Avenue North, Suite 600 Birmingham, AL 35203 Case No.: 09-05411 Chapter 11 Petition Date: September 13, 2009 Court: United States Bankruptcy Court Northern District Of Alabama (Birmingham) Judge: Tamara O. Mitchell Debtor's Counsel: Jennifer Anne Harris, Esq. Bradley Arant Rose & White LLP One Federal Place 1819 Fifth Avenue North Birmingham, AL 35203 Tel: (205) 521-8400 Fax: (205) 488-6400 Email: jharris@bradleyarant.com Jay R. Bender, Esq. Bradley Arant Rose & White LLP One Federal Place 1819 Fifth Avenue North Birmingham, AL 35203 Tel: (205) 521-8400 Fax: (205) 488-6400 Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 More than $100,000,000 The petition was signed by Patrick E. Molony, the company's executive vice president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Alabama Power Utility $739,152 PO Box 242 Birmingham, AL 35292 HeartLand Barge Transportation $375,188 Management, LLC PO Box 953108 St. Louis, MO 63195 Eagle Tugs, LLC Transportation $289,065 1207 Middle Road c/o Garrell Chaisson, Sr. Morgan City, LA 70380 Harbert Power Reimbursement $278,527 Fund III, LLC Obligations c/o Pat Molony PO Box 1297 Birmingham, AL 35201 US Premium Insurance $255,476 Finance, Inc PO Box 1110 Lawrenceville, GA 30046 Environmental Pneumatics, Trade $193,891 Inc. Mobile Bay Trade $175,046 Woodchip Center c/o John Chapman DHS, Inc. Trade $151,001 dba Smith Industrial Service & Roto Rooter Alabama Gas Company Utility $114,433 ASC Construction Equipment Trade $94,051 USA, Inc. c/o Bob Spencer CSE Engineering, Inc. Trade $89,991 c/o Craig Corzine Edd Johnson & Trade $85,962 Associates, Inc. c/o Edd Johnson Consolidated Design Trade $58,302 And Machine, Inc. Zenith Insurance Company Insurance $51,127 Willis of Alabama, Inc. Insurance $50,922 c/o James Dykes Lightfoot Franklin & Legal $49,439 White LLC Central Alabama Maintenance Trade $48,195 Services, Inc. c/o Danny Griffin S & S Industrial Supply, LLC Trade $45, 884 c/o Stacy Stewart Premium Funding Associates Insurance $45,511 Inc. Phelps Industries, Inc. Trade $41,878 c/o Bonnie Shelton DOT VN: Has Strategic Partnership with Elliptical Mobile -------------------------------------------------------- Dot VN, Inc., has entered into a strategic partnership with Elliptical Mobile Solutions, LLC of Chandler, Arizona, a provider of high-tech solutions for the mobilization, operation, environmental protection and security of electronic equipment. The centerpiece of the partnership is to bring turn-key infrastructure solutions for data center projects in Vietnam. EMS' approach is a revolution in Internet data center design and management. EMS product offerings integrate Tier III, and in some cases Tier IV, standard redundant infrastructure into a cost effective and energy efficient secure rack. Dot VN has the exclusive right to distribute these advanced Internet data center solutions in Vietnam and the non-exclusive right to distribute in Asia. "Our newly formed partnership with EMS will allow us to offer a flexible, more powerful, energy efficient and streamlined solution to Internet data center construction and management across all sectors in Vietnam, including business, government and education," said Thomas Johnson, CEO of Dot VN, Inc. "We look forward to commercializing this new energy efficient and scalable data center technology as we continue our work in becoming the leading Internet and telecommunications provider for Southeast Asia." EMS stationary and mobile data center units are a "first to market" product for all industries. Because the units are small, mobile and self-contained, they offer major cost-effectiveness including up to a 95% savings in capital investment, up to a 60% savings on operational costs, specifically electricity, and up to a 75% floor space savings. This is possible because EMS' disruptive technology focuses on cooling, maintaining and protecting the data center equipment itself, not the room that houses the data center equipment. Current data center deployments require massive capital investments because of infrastructure, which must be done upfront in anticipation of growth. EMS' rack level approach makes cost management and scalability possible because new servers, switches and storage devices can be added immediately on an "as needed" basis to an operating data center without disruption or up front investment by deploying an EMS rack. Vietnam is the second fastest growing economy in the world, with a population of over 86 million people and a literacy rate over 90%. The U.S.-based International Data Group (IDG) forecasts that the Vietnamese IT market's spending will reach nearly US$2.2 billion this year and over $3.5 billion in 2013 to become the IT market with the highest growth rate in Southeast Asia. "I am very excited with our partnership with Dot VN to leverage their experience in introducing 'Best of Breed Technologies' into the Vietnam marketplace. I am confident that EMS products will bring dramatic cost savings in energy and capital expenditures to the Vietnam market. In addition, it will allow these companies to accelerate technology implementations on a 90-day timeframe instead of two-year horizons to build or retrofit traditional data centers," said Elliptical Mobile Solutions CEO Bill Stockwell. Elliptical Mobile Solutions, LLC, is a research and development focused company that identifies deficiencies in the current state of technology and then offers realistic and commercially viable solutions to remedy those deficiencies. Engineering models are designed, built and tested within EMS facilities so that new concepts and system designs may be proven and perfected. EMS then forms partnerships and alliances with key individuals/business entities to convert the proven designs from engineering models into commercial offerings. About Dot VN Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides Internet and Telecommunication services for Vietnam. The Company is currently developing initiatives to offer Internet Data Center services and Wireless applications. Dot VN's balance sheet at April 30, 2009, showed total assets of $2,280,709 and total liabilities of $11,732,186, resulting in a stockholders' deficit of $9,451,477. Going Concern Doubt Chang G. Park, CPA, from San Diego, California, expressed on July 24, 2009, substantial doubt about Dot VN's ability to continue as a going concern after auditing the company's financial results for the years ended April 30, 2009 and 2008. The auditing firm reported that the company experienced losses from operations. DOT VN: Has Strategic Partnership With Key-Systems -------------------------------------------------- Dot VN, Inc., has entered into a strategic partnership with Key- Systems GmbH, an Internet services provider based in Zweibrucken, Germany, providing Top Level Domain registration, management and reselling services. In the agreement, Dot VN will now be able to offer customers access to 178 unique domains worldwide in the Key-Systems network as an official domain reseller. Dot VN resellers and individual customers will now be able to purchase not only ".vn" domain names, but also other ccTLDs such as ".de", ".jp", ".cn", ".asia" and ".eu" and generic TLDs (gTLDs) including .com, .net, .edu, .gov and .org. "Our partnership with Key-Systems will allow our continuously expanding network of customers access to 178 unique TLDs worldwide available for purchase," said Thomas Johnson, CEO of Dot VN, Inc. "By offering a wider variety of TLDs, our network will now have a convenient way to purchase international and generic domains in addition to ".vn" domains. This access adds further value to the Dot VN brand as we seek to offer our customers a world-class resource for technology development at the individual, corporate and organizational levels." Key-Systems currently manages more than 2.5 million domains names for customers around the world. As one of the few official members of DENIC e.G, the central register for the Top Level Domain ".de" for Germany, Key-Systems has direct access to the registration system and is able to provide applications in real time to the central register. "As with all ccTLDs we offer, we always try to provide our customers with a direct registry access. By offering our services, we are looking forward to helping Dot VN explore the Vietnamese domain market," said Key-Systems CEO Alexander Siffrin. Vietnam is the second fastest growing economy in the world, with a population of over 86 million people and a literacy rate over 90%. The U.S.-based International Data Group (IDG) forecasts that the Vietnamese IT market's spending will reach nearly US$2.2 billion this year and over $3.5 billion in 2013 to become the IT market with the highest growth rate in Southeast Asia. About Dot VN Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides Internet and Telecommunication services for Vietnam. The Company is currently developing initiatives to offer Internet Data Center services and Wireless applications. Dot VN's balance sheet at April 30, 2009, showed total assets of $2,280,709 and total liabilities of $11,732,186, resulting in a stockholders' deficit of $9,451,477. Going Concern Doubt Chang G. Park, CPA, from San Diego, California, expressed on July 24, 2009, substantial doubt about Dot VN's ability to continue as a going concern after auditing the company's financial results for the years ended April 30, 2009 and 2008. The auditing firm reported that the company experienced losses from operations. DOWNEY REGIONAL: Files for Chapter 11; Hospital Remains Open ------------------------------------------------------------ Downey Regional Medical Center-Hospital, Inc., on September 14 said it has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Hospital's Board of Directors unanimously took the action to file Chapter 11 reorganization after concluding that such action was in the best long-term interests of the Hospital, the community, the Hospital's employees, physicians, patients, vendors, and other stakeholders. DRMC will continue normal operations throughout the reorganization process, and plans to re-emerge from the process within a year. "[The bankruptcy filing] will allow us to clean up the remainder of the financial morass that the current management team inherited that was over a decade in the making, and that we have been working to fix for two years. We are confident in our long-term prospects for success. I want to reassure our patients, our employees, the physicians, and the community that DRMC and its services will be fully open during this process, that excellent patient care will continue to be provided, that payrolls will be met, and that operations at the Hospital will continue normally," said Kenneth Strople, President and CEO of Downey Regional Medical Center. Filing for reorganization immediately provides Downey Regional financial stability, the tools for crafting a very successful future, and immediate protection from lawsuits and creditors' actions. The Hospital is working with its senior lenders to provide an immediate return to liquidity. The Hospital said it has been feverishly working to fix literally thousands of problems with its financial systems at the same time it was transitioning to a new business model during the past two years. The magnitude of the issues with the financial systems is illustrated by the loss tens of millions of dollars, annually, over a decade, until the past year. Fixing these issues, together with the business model change, added over $25 million in one-time costs, but they were the investment needed to ensure the end of the annual operating losses of the past and a successful future. Absent taking the measures to fix the systems and exit the prior business model, the Hospital would have failed and been closed. DRMC's immediate issue has been liquidity. With no cash reserves since March of 2008, and with the credit markets in a free fall for the past year, DRMC has struggled with liquidity as it was making these monumental changes. Filing for reorganization actually allowed the Hospital to access new lending markets that have committed to providing DRMC with needed cash during the bankruptcy process. When the Hospital emerges from bankruptcy, its new business model will be fully implemented, and its financial systems will be fully fixed. Operations under the new model are proven to be fully self-supporting and will provide ongoing liquidity to ensure a very successful financial future. Under the reorganization plan to be filed in the Chapter 11 case, DRMC expects to resume cash flow surpluses in the next quarter and thereafter rebuild its investment reserves while repaying its accumulated debts over the next several years. In fact, since the new management team has been in place, the Hospital has seen a dramatic financial turnaround. The new management team has corrected the historical financial issues of the organization and has reversed a $20 million annual loss rate. Soon after emergence from bankruptcy, it should be possible to begin replenishing the depleted endowment. As the reorganization is implemented, the Hospital will seek to ensure that current employees do not experience adverse impacts. The Hospital has petitioned the Bankruptcy Court to keep wages, salaries and all benefits unchanged. Certainly, patients and physicians will not notice any changes in DRMC's traditionally high level of quality service. Downey Regional Medical Center -- http://www.DRMCI.org/-- opened its doors in October 1920 with six beds and two physicians on the second floor of the former Downey Hotel. Less than two years after opening, a violent explosion at a service station killed 9 and injured over 20 people. This disaster demonstrated the need for a larger hospital. Ever since, DRMC has grown to meet the expanding needs of the local community. EINSTEIN NOAH: Inks Consulting Agreement with Jill Sisson --------------------------------------------------------- Jill B. W. Sisson, Einstein Noah Restaurant Group's General Counsel and Corporate Secretary and a named executive officer, on September 3, 2009, entered into a transitional consulting agreement with the Company. Ms. Sisson will continue to act as General Counsel and Corporate Secretary through a transition period and be paid $100,000 for her services. Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc. (Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a a retail chain of quick casual restaurants in the United States, specializing in foods for breakfast and lunch. The Company operates locations primarily under the Einstein Bros.(R) Bagels and Noah's New York Bagels(R) brands and primarily franchises locations under the Manhattan Bage(R) brand. The Company's retail system consists of more than 600 restaurants, including more than 100 license locations, in 35 states plus the District of Columbia. As of June 30, 2009, the Company had $172.9 million in total assets; and $186.5 million in total liabilities; resulting in $13.6 million stockholders' deficit. ELYRIA FOUNDRY: Moody's Withdraws 'Caa2' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service has withdrawn all the ratings for Elyria Foundry Company LLC. The ratings have been withdrawn because Moody's believes it lacks adequate information to maintain a rating. These ratings have been withdrawn: * Caa2 corporate family rating withdrawn * Caa2 probability of default rating withdrawn * Caa2 (LGD 4; 46%) on senior secured notes withdrawn * Negative outlook withdrawn The last rating action was on August 31, 2009, when the ratings of Elyria Foundry Company LLC were lowered (including the corporate family rating which was lowered to Caa2 from Caa1) and a negative outlook was assigned. Headquartered in Elyria, Ohio, Elyria Foundry Holdings, LLC, is a U.S. foundry providing gray and ductile iron castings of up to 50,000 pounds for use in energy end-market applications, including natural gas compression equipment and coal pulverizers for electric power generation. The company also produces castings of up to 200,000 pounds for use in power generation and mining and minerals processing markets through its Hodge foundry operation. Other applications for Elyria's products include air compressors, refrigeration and chillers, process machinery, and mining and agricultural equipment. The company had approximately $128 million of revenues for the twelve month period ended June 30, 2009. ENERGY PARTNERS: Exit Financing Deadline Extended to Sept. 25 ------------------------------------------------------------- According to Bill Rochelle at Bloomberg News, Energy Partners Ltd. obtained a September 25 extension from creditors of the deadline for obtaining exit financing and implementing the Court-confirmed plan. Energy Partners' Chapter 11 plan was confirmed in August after noteholders reached a settlement with the equity holders' committee. Under the terms of the plan of reorganization, the holders of the Company' senior notes will receive their pro rata share of 95% of the outstanding common stock in the reorganized Company upon its emergence from bankruptcy, and the current stockholders in the Company will receive the remaining 5%, in each case prior to any issuance of shares or options under customary employee incentive arrangements. EPL had said it is in discussions with lenders regarding the terms of an exit facility that the Company will enter into upon the effective date of the Plan. The closing of the exit facility is one of the conditions to the effectiveness of the Plan and the Company's emergence from bankruptcy. The confirmation order provided that the conditions to the effectiveness of the Plan must be satisfied by September 10, 2009, or a later date agreed to by the Company and the Noteholders or as set by the Court. About Energy Partners Ltd. Based in New Orleans, Louisiana, Energy Partners, Ltd., (Pink Sheets: ERPL.PK) is an independent oil and natural gas exploration and production company. The Company had interests in 24 producing fields, six fields under development and one property on which drilling operations were then being conducted, all of which are located in the Gulf of Mexico Region. Energy Partners, Ltd., and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. S.D. Tex. Lead Case No. 09-32957). Paul E. Heath, Esq., at Vinson & Elkins LLP, represents the Debtors in their restructuring efforts. The Debtors propose to employ Parkman Whaling LLC as financial advisor. The Debtors' financial condition as of December 31, 2008, showed total assets of $770,445,000 and total debts of $708,370,000. FELLOWSHIP SPINE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Fellowship Spine Surgical Center LLC 715A Fellowship Road Mount Laurel, NJ 08054 Bankruptcy Case No.: 09-34008 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Chief Judge Judith H. Wizmur Debtor's Counsel: Arthur Abramowitz, Esq. Cozen O'Connor Libertyview Building, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002 Tel: (856) 910-5000 Email: aabramowitz@cozen.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb09-34008.pdf The petition was signed by William Mille D.O., managing member of the Company. FRANKLIN INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Franklin Industries, LLC 4100 First Avenue Brooklyn, NY 11232 Bankruptcy Case No.: 09-47870 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Jerome Feller Debtor's Counsel: Richard G. Gertler, Esq. Thaler & Gertler LLP 90 Merrick Avenue, Suite 400 East Meadow, NY 11554 Tel: (516) 228-3553 Fax: (516) 228-3396 Email: gertler@thalergertler.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nyeb09-47870.pdf The petition was signed by Harvey Ieberman, managing director of the Company. GARDEN WORLD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Garden World of Holiday, Inc. aka Garden World, Inc. aka Garden World aka Garden World Nursery & Landscape Services One Tampa City Center 201 N. Franklin Street, Suite 2600 Tampa, FL 33602-5182 Bankruptcy Case No.: 09-20492 Chapter 11 Petition Date: September 13, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Lynn V. H. Ramey, Esq. The Law Offices of Lynn Ramey 5625 Gaspar Oaks Drive Tampa, FL 33611 Tel: (813) 787-3467 Email: lynn@lynnrameylaw.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-20492.pdf The petition was signed by Rene Zarate, corporate restructuring officer of the Company. GENERAL GROWTH: Fashion Place's Schedules of Assets & Debts ----------------------------------------------------------- A. Real Property Owned Mall - Murray, Utah $46,658,816 Office Building - Murray, Utah 208,325,147 B. Personal Property B.1 Cash on hand Petty cash - cash drawer 200 B.2 Checking accounts JPMorgan Chase 2,431 B.9 Interests in insurance policies Lexington Insurance Company Lead & Others 6,557 Liberty Insurance Co. - GL, WC, Auto 1,577 B.13 Stock and interests in incorporated and unincorporated Undetermined See http://bankrupt.com/misc/B13Interests.pdf B.14 Interests in partnerships or joint ventures Undetermined B.16 Accounts receivable 1,322,584 B.22 Patents, copyrights and other intellectual property Domain Names Undetermined B.24 Customer lists or other compilations Undetermined B.25 Automobiles, trucks, trailers, and other vehicles 359 B.28 Office equipment, furnishings, and supplies 6,193 B.29 Machinery, fixtures, equipment and supplies 83,776 B.35 Other personal property Prepaid expenses & other assets 11,762 B.35(b) Accounts Payable Debt Balances Britten Services Inc. 200 Bombay 165 TOTAL SCHEDULED ASSETS $256,419,765 ========================================================== D. Creditors Holding Secured Claims Secured Debt Midland Loan Services, Inc. $144,695,577 Mechanics Liens 6,535,956 See http://bankrupt.com/misc/DMechanicsLiens.pdf Secured Tax Claims Salt Lake County Treasurer 0 E. Creditors Holding Unsecured Priority Claims Priority Claims - Sales and Use Tax Liabilities Utah State Tax Commission 0 Priority Claims - Franchise Tax Claims Murray City 0 Delaware Secretary of State 0 F. Creditors Holding Unsecured Non-priority Claims Accounts Payable 204,308 See http://bankrupt.com/misc/F1AccountsPayable.pdf Tenant Obligations AT&T Unliquidated Journeys Kidz 150 Nordstrom, Inc. 6,523 TOTAL SCHEDULED LIABILITIES $151,442,514 =========================================================== About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly ] 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Fashion Place's Statement of Fin'l Affairs ---------------------------------------------------------- Fashion Place, LLC, states that during the two years preceding the Petition Date, it received income from gross sales from operations, excluding intercompany operations: Year Income ---- ------ 2007 $20,952,937 2008 21,179,897 2009 5,488,276 Edmund Hoyt, senior vice president and chief financial officer of the Debtors, discloses that two years preceding the Petition Date, the Debtor received income from sources other than the operation of its business: Year Income ---- ------ 2007 $367,444 2008 328,972 2009 65,020 Mr. Hoyt notes that the Debtors made payments aggregating $2,917,404 creditors within 90 days immediately preceding the Petition Date. A schedule of the payments made to creditors is available for free at: http://bankrupt.com/misc/fp_paymentstocreditors.pdf Similarly, the Debtor made payments totaling $8,296,969, within one year immediately preceding the Petition Date to creditors who are or were insiders. A schedule of the payments made to insiders is available for free at: http://bankrupt.com/misc/fp_paymentstoinsiders.pdf Moreover, the Debtor incurred a $5,000 loss due to damaged mall sprinkler pipes, within a year preceding the Petition Date. The Debtor also recorded two transfers made to Nordstrom, Inc. within two years before the Petition Date, with respect to a 2.145-acre land and parcel swap amounting to $0. In the ordinary course of business, Fashion Place may be obligated to withhold amounts from the paychecks of various regular employees in connection with garnishment orders or other state law withholding orders. As Fashion Place believes that these amounts do not constitute property of the estate, it did not list those amounts. Fashion Place also has not listed any garnishment out of concerns for the confidentiality of its employees, Mr. Hoyt says. The Debtor closed a bank account in M&T Bank within a year before the Petition Date In the ordinary course of its business prior to the Petition Date, Fashion Place routinely agreed to provide rent credits or other setoffs to tenants under real property leases as a result of tenant overpayments of non-rent items, tenant improvement allowances and other matters. In light of their size, Fashion Place has not reflected those setoffs. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly ] 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Stonestown Shopping's Schedules of Assets & Debts ----------------------------------------------------------------- A. Real Property Owned Mall - San Francisco, California $278,883,850 Office Building - San Francisco, California 13,431,278 B. Personal Property B.1 Cash on hand Petty cash - cash drawer 500 B.9 Interests in insurance policies Lexington Insurance Company Lead & Others 52,765 Liberty Insurance Co. - GL, WC, Auto 1,761 B.13 Stock and interests in incorporated and Unincorporated Undetermined See http://bankrupt.com/misc/B13Interests.pdf B.16 Accounts receivable 2,555,550 B.22 Patents, copyrights and other intellectual property Domain Names Undetermined B.24 Customer lists or other compilations Undetermined B.25 Automobiles, trucks, trailers, and other vehicles 8,895 B.28 Office equipment, furnishings, and supplies 5,686 B.29 Machinery, fixtures, equipment and supplies 430,542 B.35 Other personal property Prepaid expenses & other assets 50,951 TOTAL SCHEDULED ASSETS $295,421,778 ========================================================== D. Creditors Holding Secured Claims Secured Debt Midland Loan Services, Inc. $273,659,011 Mechanics Liens San Francisco Commercial Builders 16,699 Secured Tax Claims San Francisco Tax Collector 0 E. Creditors Holding Unsecured Priority Claims Priority Claims - Sales and Use Tax Liabilities 0 State Board of Equalization 0 Priority Claims - Franchise Tax Claims City & County of San Francisco Office of Treasurer & Tax Collector 0 Delaware Secretary of State 0 F. Creditors Holding Unsecured Non-priority Claims Accounts Payable See http://bankrupt.com/misc/F1AccountsPayable.pdf 354,927 Litigation McGrath, Barbara Unliquidated Rodriguez, Ruben Unliquidated Tenant Obligations AT&T 2,372 Sprint 71 TOTAL SCHEDULED LIABILITIES $274,033,079 =========================================================== About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly ] 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GENERAL GROWTH: Stonestown Shopping's Statement of Fin'l Affairs ---------------------------------------------------------------- Stonestown Shopping Center, L.P., reports that during the two years immediately preceding the Petition Date, it received income from gross sales from operations, excluding intercompany operations: Year Income ---- ------ 2007 $32,840,965 2008 29,468,938 2009 7,214,613 Edmund Hoyt, senior vice president and chief financial officer of the Debtors, discloses that two years immediately preceding the Petition Date, the Debtor received income from sources other than the operation of its business: Year Income ---- ------ 2007 $475,613 2008 350,689 2009 19,890 Mr. Hoyt notes that the Debtors made payments aggregating $3,028,360 to creditors within 90 days immediately preceding the Petition Date. A schedule of the payments made to creditors is available for free at: http://bankrupt.com/misc/stonestown_paymentstocreditors.pdf Similarly, Mr. Hoyt says that the Debtor made payments totaling $8,296,969, within one year immediately preceding the Petition Date to creditors who are or were insiders. A schedule of the payments made to insiders is available for free at: http://bankrupt.com/misc/stonestown_paymentstoinsiders.pdf In the ordinary course of business, Stonestown Shopping may be obligated to withhold amounts from the paychecks of various regular employees in connection with garnishment orders or other state law withholding orders. However, Stonestown Shopping believes that these amounts do not constitute property of the estate and, thus did not list those amounts and has not listed any garnishment out of concerns for the confidentiality of Stonestown Shopping's employees, Mr. Hoyt says. Stonestown Shopping is a defendant to two suits commenced separately by Barbara McGrath and Ruben Rodriguez and Chely Rodriguez-Lopez. In the ordinary course of its business prior to the Petition Date, Stonestown Shopping routinely agreed to provide rent credits or other setoffs to tenants under real property leases as a result of tenant overpayments of non-rent items, tenant improvement allowances and other matters. In light of their size, Stonestown Shopping has not reflected those setoffs. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly ] 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self- administered and self-managed real estate investment trust. The Company's common stock is trading in the pink sheets under the symbol GGWPQ. General Growth Properties Inc. and its affiliates filed for Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, have been tapped as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of December 31, 2008. Bankruptcy Creditors' Service, Inc., publishes General Growth Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Growth Properties Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) GEORGETOWN GOLF CLUB: Case Summary & 23 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Georgetown Golf Club, Inc. 258 Andover Street Georgetown, MA 01833 Bankruptcy Case No.: 09-18710 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- New England Golf Partners, Inc. 09-18711 Georgetown Links, LLC 09-18715 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: William C. Hillman Debtor's Counsel: Kara Zaleskas, Esq. Duane Morris LLP 470 Atlantic Avenue, Suite 500 Boston, MA 02210 Tel: (857) 488-4200 Fax: (857) 488-4201 Email: kmzaleskas@duanemorris.com Paul D. Moore, Esq. Duane Morris LLP 470 Atlantic Avenue, Suite 500 Boston, MA 02210 Tel: (857) 488-4200 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtors' petition, including a list of their 23 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mab09-18710.pdf The petition was signed by Peter Wojtkun. GOERTZ + SCHIELE: Case Summary 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Goertz + Schiele Corporation 1750 Summit Drive Auburn Hills, MI 48326 Bankruptcy Case No.: 09-68237 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtor's Counsel: Drew S. Norton, Esq. 199 Pierce, Suite 202 Birmingham, MI 48009 Tel: (248) 203-9940 Fax: (248) 203-9950 Email: drew@nortonlawyers.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb09-68237.pdf The petition was signed by Werner Beerman, vice president of the Company. GIGOPTIX INC: Neg. Cash Flows May Affect Going Concern ------------------------------------------------------ GigOptix, Inc., recorded a net loss of $1,624,000 on revenue of $8,543,000 against a net loss of $3,700,000 on revenue of $3,929,000 for six months ended July 5, 2009. The Company had total assets of $11,948,000 against total debts of $3,460,000 as of July 5, 2009. The Company said its significant recent operating losses and negative cash flows, among other factors, raise substantial doubt as to its ability to continue as a going concern. GigOptix, Inc., provides electronic engines for the optically connected digital world and other advanced RF applications. GigOptix was formed in March 2008 as a wholly owned subsidiary of Lumera Corporation to facilitate a combination with Lumera. Before the combination, which was effected by two mergers, collectively referred to as the "merger", GigOptix had no operations or material assets. GOTTSCHALKS INC: NKT to Acquire Somersville Anchor Store -------------------------------------------------------- Gottschalks Inc.'s anchor store at Somersville Towne Center, which closed after the Company's bankruptcy filing, is being sold to NKT Commercial for $1.5 million, court documents say. Contra Costa County property records show that the store was valued at $9.5 million in July 2008. George Avalos at MercuryNews.com reports that the quoted Gottschalks chief operating officer J. Gregory Ambro as saying, "The debtor received multiple offers for the property." According to MercuryNews.com, Rosetti Co. helped arrange NKT's purchase of the property. Citing Rosetti's principal executive John Rosetti, MercuryNews.com relates that NKT is in talks with two or three retailers that are very interested in the site. Headquartered in Fresno, California, Gottschalks Inc. (Pink Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional department store chain, operating 58 department stores and three specialty apparel stores in six western states. Gottschalks offers better to moderate brand-name fashion apparel, cosmetics, shoes, accessories and home merchandise. The Company filed for Chapter 11 protection on January 14, 2009 (Bankr. D. Del. Case No. 09-10157). O'Melveny & Myers LLP represents the Debtor in its Chapter 11 case. Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as the Debtors' co-counsel. The Debtor selected Kurtzman Carson Consultants LLC as its claims agent. The U.S. Trustee for Region 3 appointed seven creditors to serve on an official committee of unsecured creditors. When the Debtor filed for protection from its creditors, it listed $288,438,000 in total assets and $197,072,000 in total debts. GREENSHIFT CORP: Increases Number of Authorized Common Shares ------------------------------------------------------------- GreenShift Corporation on September 8, 2009, filed with the Delaware Secretary of State a Certificate of Amendment of its Certificate of Incorporation. The effect of the amendment was to increase the number of authorized shares of common stock. The total number of shares of all classes of stock which the Corporation will have authority to issue is 10,005,000,000, consisting of 5,000,000 shares of Preferred Stock, par value $0.001 per share, and 10,000,000,000 shares of Common Stock, par value $0.001 per share. As of June 30, 2009, the Company had $20,799,615 in total assets and $73,835,046 in total liabilities, resulting in $53,035,432 in stockholders' deficit. GreenShift said management intends to raise capital from debt and equity transactions to fund operations, to increase revenue and to cut expenses to reduce the loss from operations. There can be no assurances that the Company will be able to eliminate both its working capital deficit and its operating losses. GreenShift Corporation develops and commercializes clean technologies that facilitate the efficient use of natural resources. It owns four corn oil extraction facilities located in Oshkosh, Wisconsin; Medina, New York; Marion, Indiana; and Riga, Michigan. It has also installed one facility in Albion, Michigan under a modified version of its market offering where clients paid the Company to build the extraction facility. HTG REAL: U.S. Trustee Sets Sec. 341(a) Meeting for September 21 ---------------------------------------------------------------- The U.S. Trustee for Region 7 will convene a meeting of creditors in HTG Real Property Management Inc.'s Chapter 11 case on Sept. 21, 2009, at 11:30 a.m. The meeting will be held at San Antonio Room 333, U.S. Post Office Bldg., 615 E. Houston St., San Antonio, Texas. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. San Antonio, Texas-based HTG Real Property Management Inc. filed for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09- 53282). Steven G. Cennamo, Esq., represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed $10,000,001 to $50,000,000 in assets and $500,001 to $1,000,000 in debts. HTG REAL: Wants Schedules Filing Extended Until September 16 ------------------------------------------------------------- HTG Real Property Management Inc. asks the U.S. Bankruptcy Court for the Western District of Texas to extend until Sept. 16, 2009, the time to file its schedules of assets and liabilities and statement of financial affairs. San Antonio, Texas-based HTG Real Property Management Inc. filed for Chapter 11 on Aug. 27, 2009 (Bankr. W.D. Tex. Case No. 09- 53282). Steven G. Cennamo, Esq., represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed $10,000,001 to $50,000,000 in assets and $500,001 to $1,000,000 in debts. INFOLOGIX INC: June 30 Balance Sheet Upside-Down by $28 Million --------------------------------------------------------------- InfoLogix, Inc.'s balance sheet at June 30, 2009, showed total assets of $45,056,000 and total liabilities of $72,795,000, resulting in a stockholders' deficit of $27,739,000. For three months ended June 30, 2009, the Company posted a net loss of $4,781,000 compared with a net loss of $540,000 for the same period in 2008. For six months ended June 30, 2009, the Company posted a net loss of $9,451,000 compared with a net loss of $1,533,000 for the same period in 2008. The Company said that there is substantial doubt about its ability to continue as a going concern. The Company noted that at June 30, 2009, it had cash and cash equivalents of $3,518,000 compared to $3,037,000 at Dec. 31, 2008. Pursuant to a covenant in a loan and security agreement with its senior lender, it is required to maintain a minimum cash balance of $2,500,000. The Company's primary current and contingent cash obligations arise under its Loan and Security Agreement with Hercules Technology Growth Capital, Inc., its earn out agreements with Healthcare Informatics Associates, Inc. or Delta Health, Inc., and its note payable to HIA. The Company in discussions with HIA and Delta regarding the accrued earn out liabilities. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?44b0 InfoLogix, Inc. (NASDAQ:IFLG) is a provider of enterprise mobility solutions for the healthcare and commercial industries. It provides these solutions to its customers by utilizing a combination of products and services, including consulting, business software applications, managed services, mobile workstations and devices, and wireless infrastructure. It sells wireless communication and computing devices, including mobile workstations that connect to a customer's wireless network so that information can be accessed from any location within the enterprise. InfoLogix also implements customized software applications and provides radio frequency identification technology, a data-exchange method using transponders that store and remotely send or retrieve information, to enable the transmission and processing of that information between the customer's information system and its wireless communication and computing devices. In May 2008, it acquired Delta Health Systems, Inc. and Aware Interweave, Inc. INVENTIV HEALTH: Moody's Gives Positive Outlook on 'B1' Rating -------------------------------------------------------------- Moody's Investors Service changed the outlook of inVentiv Health Inc. to positive from stable. Concurrently Moody's affirmed the ratings including the Ba3 Corporate Family Rating, the B1 Probability of Default Rating and the Speculative Grade Liquidity Rating of SGL-1. The positive outlook reflects the improved free cash flow consistency and the maintenance of credit metrics that are strong for the rating category. Importantly, inVentiv appears to have become less aggressive with respect to acquisitions and Moody's believe the company is more likely to use free cash flow to repay debt than in the past. As such, despite the lower than expected organic growth and continued industry headwinds, inVentiv remains very well positioned in the Ba3 rating category as acquisition risk and cash flow volatility had been two significant factors constraining the ratings. The Ba3 Corporate Family Rating is supported by inVentiv's strong competitive position in its core markets, moderate financial leverage and very good liquidity profile. The Ba3 rating is constrained by a number of risks inherent in the business including: project cancellations due to FDA non-approval decisions or generic competition of client's products, reduced client marketing budgets, pharmaceutical industry consolidation and fixed-price contracts in which inVentiv takes on the risk of cost- overruns. The Ba3 rating is also constrained by customer concentration risk as 50% of revenues are generated from inVentiv's top 10 customers. See Moody's updated credit opinion on inVentiv on www.moodys.com. These ratings were affirmed: -- Ba3 Corporate Family Rating -- B1 Probability of Default rating -- SGL-1 Speculative Grade Liquidity rating -- $50 million Senior Secured Revolver due 2013, Ba3 (LGD3/30%) -- $330 million Senior Secured Term Loan due 2014, Ba3 (LGD3/30%) The last rating action was June 27, 2007 when Moody's assigned ratings to the new credit facility. inVentiv, headquartered in Somerset, New Jersey, is a leading provider of outsourced services to the pharmaceutical, life sciences and healthcare industries. The company supports a broad range of clinical development, communications, and commercialization activities to pharmaceutical companies and also provides medical cost containment services to payors in its patient outcomes business. For the twelve months ended June 30, 2009, the company reported approximately $1.1 billion in gross revenues. JACKS COMPANY LLC: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Jacks Company LLC 5400 N Preston Hwy Louisville, KY 40229 Bankruptcy Case No.: 09-34647 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: David M. Cantor, Esq. Seiller Waterman LLC 462 S. 4th Street, Suite 2200 Louisville, KY 40202 Tel: (502) 584-7400 Email: cantor@derbycitylaw.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 a list of its 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kywb09-34647.pdf The petition was signed by Jack A. Helmick, managing member of the Company. JOAQUIN DEVELOPMENT LC: Case Summary & 6 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Joaquin Development, LC 727 North 1550 East Suite 400 Orem, UT 84097 Bankruptcy Case No.: 09-29694 Chapter 11 Petition Date: September 10, 2009 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: R. Kimball Mosier Debtor's Counsel: Alan L. Smith, Esq. 1492 Kensington Avenue Salt Lake City, UT 84105 Tel: (801) 521-3321 Fax: (801) 521-5321 Stephen G. Stoker, Esq. Stoker Swinton & Cannon 311 South State Street, Suite 400 Salt Lake City, UT 84111 Tel: (801) 359-4000 Fax: (801) 359-4004 Email: sgstoker@ssc-law.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 6 largest unsecured creditors is available for free at: http://bankrupt.com/misc/utb09-29694.pdf The petition was signed by L. Wayne Ross, manager of the Company. KOOSHAREM CORP: S&P Junks Corporate Credit Rating From 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered Koosharem Corp.'s corporate credit rating to 'CCC' from 'B-'. The outlook is negative. S&P's lowered the issue-level rating on the company's $509 million senior secured credit facilities. S&P lowered the bank loan rating on the $409 million first-lien credit facility to 'CCC' from 'B-', and revised the recovery rating on this debt to '4' from '3', indicating S&P's expectation of average (30%-50%) recovery of principal in the event of a payment default. S&P's revision of the recovery rating reflects a lower enterprise value under S&P's default analysis than S&P had previously used, as S&P has lowered its emergence enterprise multiple to 4.0x from 4.5x due to continued downward pressure on distressed asset sale multiples. The multiple also considers S&P's conservative assumptions regarding the company's ability to retain asset value given a lack of tangible assets and low specialization of its services. In addition, S&P lowered the issue-level rating on the company's $100 million second-lien term loan B due 2014 to 'CC' from 'CCC'. The second-lien recovery rating remains at '6', indicating S&P's expectation of negligible (0%-10%) recovery of principal in the event of a payment default. "The downgrade reflects the effect of the recession on the company's operating performance, the company's limited liquidity, extremely narrow margin of compliance under its first-lien debt leverage covenant, and limited liquidity," said Standard & Poor's credit analyst Hal Diamond. The company had a minimal margin of compliance under its first- lien debt leverage covenant for the second quarter ended June 14, 2009. S&P expects that the company will need to amend the credit agreement to seek more permanent covenant relief, which could entail upfront consent fees and a considerable increase in borrowing costs under current credit market conditions. This would, in S&P's view, result in negative discretionary cash flow and exacerbate the company's already thin liquidity. Santa Barbara, Calif.-based Koosharem had total debt of $559 million as of July 12, 2009. Koosharem is a smaller player in the highly competitive and cyclical temporary staffing industry with slightly less than half of its revenues generated in California. The recession has adversely affected operating performance and management has implemented aggressive cost-cutting measures, including consolidating several brands within offices. However, S&P believes that these actions will not meaningfully ease covenant pressures amid rising unemployment and competitive industry pricing. LANDAMERICA FIN'L: LACS's Schedules of Assets & Liabilities ----------------------------------------------------------- A. Real Property None B. Personal Property B.1 Cash on hand None B.2 Bank Accounts Bank of America Operating Account - 8278 $53,100 B.3 Security Deposits Real State Security Deposits 25,434 B.9 Interests in Insurance Policies None B.12 Interests in IRA, ERISA, other Pension Plans None B.13 Business Interests and stocks None B.14 Interests in partnerships None B.16 Accounts Receivable, net of reserves 1,518,187 B.18 Other Liquidated Debts None B.20 Contingent and noncontingent interest None B.21 Other Contingent & Unliquidated Claims None B.22 Patents None B.23 General Intangibles None B.24 Customer lists None B.25 Vehicles None B.27 Aircraft and accessories None B.28 Office equipment, furnishings and supplies Property Plant and Equipment 265,779 B.29 Machinery None B.30 Inventory None B.35 Other Personal Property Prepaid Expenses 77,969 TOTAL SCHEDULED ASSETS $1,940,469 ======================================================= C. Property Claimed as Exempt None D. Secured Claim None E. Unsecured Priority Claims Unknown See: http://ResearchArchives.com/t/s?43f7 F. Unsecured Non-priority Claims LandAmerica Financial Group, Inc. $13,754,416 Trans Union LLC 142,322 Geodata Research Systems, Inc. 128,638 Experian 95,017 Redacted Customer 2161 60,932 Redacted Customer 2159 43,280 Redacted Customer 1046 19,037 Redacted Customer 2160 18,478 Others 295,024 See: http://ResearchArchives.com/t/s?43f8 TOTAL SCHEDULED LIABILITIES $14,557,144 ======================================================= About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the Debtors' bankruptcy counsel. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LANDAMERICA FIN'L: LACS's Statement of Financial Affairs -------------------------------------------------------- G. William Evans, president and chief financial officer of LandAmerica Credit Services, Inc., reported that the company has gained $18,693,337 from its business operations during the two years before the Petition Date: Period Amount ------ ------------ January 2009 to August 28, 2009 ($6,647,865) Fiscal Year 2008 (15,252,530) Fiscal Year 2007 (29,236,822) LandAm Credit paid or transferred an aggregate of $3,502,734 to creditors within 90 days immediately before the Petition Date, a list of which is available for free at: http://bankrupt.com/misc/LandAmCredit_SOFAs_3b.pdf LandAm Credit also made payments, totaling $ $21,811, to "insiders" as the term is defined under Section 101(31) of the Bankruptcy Code within one year immediately preceding the Petition Date for the benefit of creditors who are insiders. A list of the insider transfers is available for free at: http://bankrupt.com/misc/LandAmCredit_SOFAs_3c.pdf LandAm Credit is a party to several lawsuits and administrative proceedings within one year immediately preceding the Petition Date: Suit Caption Nature Status ------------ --------------- ------ Davis, Larry, Jr. V. FCRA Violations Dismissed Trans Union, LLC, Et Al. Case No. 4:09-Mc-00194 In Re People's Choice Home Preference Action Pending Loan, Inc Case No. 8:07-bk-10765 RK Chap. 11 In Re Mortgage Lenders Preference Action Pending Network USA, Inc. Case No. 07-10146 (PJW) In Re Mortgage Lenders Preference Action Pending Network USA, Inc. Case No. 07-10146 (PJW) Av. Proc. No. 09-50068 PJW Mr. Evans relates that all payments related to professional services rendered to LandAm Credit in connection with its Chapter 11 filing have been made by LandAmerica Financial Group, Inc. LandAm Credit has been a member of a consolidated group for tax purposes within six years immediately the Petition Date, under parent company, LandAmerica Financial Group, Inc., with Tax Identification No. 54-1589611. LandAmerica Financial Group, Inc., owns 100% of LandAm Credit's common stocks. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Dion W. Hayes, Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the Debtors' bankruptcy counsel. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LEAR CORP: Files 1st Amended Joint Plan of Reorganization --------------------------------------------------------- Lear Corporation and its 23 debtor affiliates delivered to the U.S. Bankruptcy Court for the Southern District of New York their First Amended Joint Plan of Reorganization and accompanying Disclosure Statement on September 12, 2009. Under the First Amended Plan, the Debtors revised the classification and treatment of claims to include Class 7A Subordinated Claims. Equity Interests in Lear Corporation and Intercompany Interests in Group A Debtors, previously classified as Classes 7A-1 and 7A-2, are now classified as 8A-1 and 8A-2. Moreover, under the Amended Plan: -- the provision for "Claims Payable by Insurance Carrier" and "Waiver or Estoppel" were stricken; and -- third party and exculpation provisions were revised. To recall, the Debtors' Plan provides for substantive consolidation of two groups of Debtor Estates -- the Group A Debtors and the Group B Debtors. If substantive consolidation is approved by the Bankruptcy Court, then on and after the Effective Date, all assets and liabilities of the Group A Debtors and the Group B Debtors will be treated as though they were merged into one Estate of the Group A Debtors and one Estate of the Group B Debtors for all purposes, including voting, confirmation and distribution pursuant to the Plan. Furthermore, all guarantees by any Group A Debtor and Group B Debtor, as well as any joint and several liability of any of Group A Debtor or Group B Debtor with respect to any Group A or Group B Debtor will be treated as one collective obligation of the Group A Debtors or the Group B Debtors. The First Amended Plan provides that substantive consolidation will not affect the legal and organizational structure of the Reorganized Debtors or their separate corporate existences or any prepetition or postpetition guarantees, liens, or security interests that are required to be maintained under the Bankruptcy Code, under the Plan, or, in connection with contracts or leases that were assumed or entered into during the Chapter 11 cases. Any alleged defaults under any applicable agreement with the Debtors, the Reorganized Debtors, or the Affiliates arising from substantive consolidation under the Plan will be deemed cured as of the Effective Date. Other Amended Provisions A. Exit Financing On the effective date of the Plan, the Reorganized Debtors will consummate the Exit Facility. In accordance with the Exit Financing Agreement, the Reorganized Debtors will use proceeds of the Exit Financing Agreement to pay or refinance the DIP Facility Claims. Reorganized Lear Corporation will make payments of principal and interest in accordance with the terms and conditions of the Exit Financing Agreement; provided that the loans under the Exit Facility are subject to prepayment on account of the Excess Cash Paydown. B. New BOD The New Board of Directors will consist of Reorganized Lear Corporation's Chairman, President and Chief Executive Officer and eight other directors. The identity of the members of the New Board will be disclosed in the Plan Supplement. C. Rejection Damages Claim Any Proofs of Claim asserting Claims arising from the rejection of the Debtors' Executory Contracts or Unexpired Leases pursuant to the Plan or otherwise must be filed by holders of the Claims with the Notice, Claims and Solicitation Agent no later than 30 days after the later of (1) the Effective Date or (2) the effective date of rejection for the Holders to be entitled to receive distributions under the Plan on account of the Claims; provided that any Claims must be filed by no later than October 2, 2009, at 5:00 p.m., prevailing Eastern Time, for the Holder of the Claim to be entitled to vote on the Plan. Any Holder of Claims filing a Proof of Claim arising from the rejection of the Debtors' Executory Contracts or Unexpired Leases that does not timely File a Proof of Claim will not (a) be treated as a creditor with respect to the Claim, (b) be permitted to vote to accept or reject the Plan or (c) participate in any distribution in the Chapter 11 Cases on account of the Claim, and the Claim will be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. D. Compensation and Benefit Claims Consistent with the Plan Support Agreements and the Plan Term Sheet and notwithstanding anything to the contrary in the Plan or otherwise, any and all Compensation and Benefit Claims -- including, but not limited to, Claims relating to the Debtors' supplemental employee retirement program -- are Unimpaired and entitled to full payment. E. Retiree Benefits Notwithstanding anything to the contrary in the Plan or otherwise, (a) the Reorganized Debtors' obligations, if any, to pay all "retiree benefits" will continue and (b) all of the Debtors' qualified pension plans will continue. F. Voting of Claims Subject to Objection Holders of Claims for which an objection is pending on or after the Voting Record Date are not entitled to vote on the Plan. The Debtors will send notice to relevant Holders that their Claims are subject to pending objection. Any Holders of a Claim for which an objection is pending on or after the Voting Record Date cannot vote any disputed portion of the Claim unless one or more of these Resolution Events have taken place by no later than October 19, 2009: * an order of the Bankruptcy Court is entered allowing the Claim pursuant to Section 502(b) of the Bankruptcy Code, after notice and a hearing; * an order of the Bankruptcy Court is entered temporarily allowing the Claim for voting purposes only pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, after notice and a hearing; * a stipulation or other agreement is executed between the Holder of the Claim and the Debtors resolving the objection and allowing the Claim in an agreed upon amount; * a stipulation or other agreement is executed between the Holder of the Claim and the Debtors temporarily allowing the Holder of the Claim to vote its Claim in an agreed upon amount; or * the pending objection to the Claim is voluntarily withdrawn by the Debtors. Valuation of the Reorganized Debtors The First Amended Plan relates that prior to the Petition Date, in preparation for discussions with the Prepetition Credit Agreement Lenders regarding a comprehensive debt restructuring, the Debtors, in conjunction with their advisors, prepared an analysis that demonstrated a framework for the distribution of value between the Debtors' prepetition secured and unsecured creditors. The Debtors' analysis was prepared, in part, by using the Debtors' post-emergence operating performance projections -- which assume, among other things, a return to more normalized light vehicle production levels -- and estimated enterprise value multiples. The Debtors provided their analysis to the steering committee of Prepetition Credit Agreement Lenders and the Noteholder Steering Committee during prepetition negotiations with these parties regarding the terms of a consensual debt restructuring that would significantly reduce the Debtors' debt load. In addition to this value analysis, the Debtors and their advisors provided additional substantial operational and financial information to the steering committee of the Prepetition Credit Agreement Lenders and the Noteholder Steering Committee. With this information, advisors for certain Prepetition Credit Agreement Lenders and holders of the Unsecured Notes, representing in excess of 75 sophisticated financial institutions that are familiar with the Debtors' operations and the automotive supplier industry proceeded to conduct their own analyses regarding distribution of value. In the weeks leading up to the Petition Date, negotiations among the Debtors, certain lenders and noteholders focused on achieving an agreed upon distributable value to use for purposes of determining equity distributions under the Plan to the Debtors' creditors and determining the value of, and form of recovery -- i.e., new debt, preferred stock, common stock or cash -- provided to, the Prepetition Credit Agreement Lenders' secured claim. During these negotiations and after careful consideration, the parties discussed the total distributable value available to the Debtors' prepetition creditors, the Reorganized Debtors' post- Effective Date Cash balance and post-emergence debt. Ultimately, in connection with the Plan Term Sheet, the Consenting Lenders and Consenting Noteholders agreed upon a distributable value of $3.054 billion. For purposes of the Plan, assuming it is consummated, and this Disclosure Statement, the Debtors, the Consenting Lenders and the Consenting Noteholders have agreed upon a distributable value of the Reorganized Debtors, as of the Petition Date, of approximately $3.054 billion, implying a net equity value of approximately $1.909 billion. This agreed upon value is without prejudice to the rights of creditors and any party-in-interest, including the Debtors and the Reorganized Debtors to assert that the distributable value is higher or lower than $3.054 billion in the event the Plan is not confirmed and consummated. As of the Petition Date ----------------------- Distributable Value......................$3.054 billion Less: Post-Emergence Debt............ $1.145 billion New Equity Value ........................$1.909 billion The $1.145 billion of post-emergence debt assumes that Reorganized Lear does not have Minimum Liquidity in excess of $1.0 billion as of the Effective Date to redeem or prepay the Series A Preferred Stock, the New Terms Loans or the Exit Facility pursuant to the Excess Cash Paydown. As part of the prepetition discussions regarding the Plan Term Sheet, the Consenting Lenders and Consenting Noteholders evaluated Reorganized Lear's expected cash balance upon emergence from Chapter 11. These parties ultimately agreed upon a mechanism by which any excess cash over $1.0 billion would pay down a certain amount of the Series A Preferred Stock, the New Term Loans and the Exit Facility. Under this Excess Cash Paydown mechanism, (a) any excess cash over $1.0 billion will (i) first be used to redeem the Series A Preferred Stock in an aggregated stated value of up to $50 million, (ii) second, prepay the New Term Loans in an aggregate amount of up to $50 million and (b) if Reorganized Lear maintains more than $1.1 billion of cash on the Effective Date, any excess cash will prepay the loans under the Exit Facility. In effect, the Excess Cash Paydown may reduce the amount of post-emergence debt. Whether the Debtors maintain cash in excess of $1.0 billion on the Effective Date depends, among other things, upon the results of the Debtors' business, general economic conditions and conditions in the industry in which the Debtors operate. Plan Supplements The Debtors note that they will file a Plan Supplement by no later than 10 business days before the deadline for the delivery of executed Ballots and Master Ballots voting to accept or reject the Plan. The Bankruptcy Court approved October 26, 2009, 5:00 p.m., prevailing Eastern Time, as the Voting Deadline. The Bankruptcy Court approved the close of business on September 14, 2009, as the Voting Record Date. The Court will convene a hearing on November 5, 2009, at 10:00 a.m., prevailing Eastern Time, to consider confirmation of the Plan. Parties have until October 26, 2009, at 4:00 p.m., to file objections to the Plan. Blacklined copies of the Debtors' First Amended Plan and Disclosure statement are available for free at: http://bankrupt.com/misc/Lear_BlacklinedAmPlan.pdf http://bankrupt.com/misc/Lear_BlacklinedAmendedDS.pdf Final copies of the Debtors' 1st Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Lear_1stAmPlan.pdf http://bankrupt.com/misc/Lear_1stAmDisclosure.pdf Treatment of Claims Under Plan Under the Debtors' First Amended Joint Plan of Reorganization, all claims against the Debtors, other than DIP Facility Claims, Administrative Claims and Priority Tax Claims, are classified into eight classes: Group A Debtors Estimated Estimated Estimated Percentage Aggregate Amount Percentage Recovery of of Allowed Claims Recovery of Allowed Class Under or Equity Interest Claims or Interest Chapter 7 Class Under the Plan Under the Plan Liquidation ----- ------------------ ------------------ ------------ 1A $14,800,000 100% 100% 2A N/A 100% 100% 3A 1,600,000,000 100% 100% 4A 409,800,000 100% 10.4% 5A 2,104,491,000 42% 10.4% 6A N/A 25% 10.4% 7A N/A 0% 0% 8A-1 N/A 0% 0% 8A-2 N/A 100% 0% Classes 1A, 2A, 4A, and 8A-2 are Unimpaired. Classes 3A, 5A, 6A, 7A, and 8A-1 are Impaired. Group B Debtors Estimated Estimated Estimated Percentage Aggregate Amount Percentage Recovery Recovery of of Allowed Claims of Allowed Claims Class under or Equity Interest or Equity Interest Chapter 7 Class Under the Plan Under the Plan Liquidation ----- ----------------- ------------------ ----------- 1B $4,300,000 100% 100% 2B N/A 100% 100% 3B 284,800,000 100% 35.9% 4B N/A 100% 0% Classes 1B to 4B are Unimpaired. In any class in which the Debtors have marked "N/A" in the column regarding Allowed Claims or Interests, the Debtors either (a) estimate that at the conclusion of the Claims objection, reconciliation, estimation and resolution process there will be no or de minimis amounts of Claims or Interests in that class or (b) do not have sufficient information, at this time, to adequately estimate the amount of claims in that class. Holders of Class 7A Subordinated Claims will not receive any distribution, and will be discharged, canceled, released, and extinguished as of the effective date of the Plan. Holders of Class 7A Subordinated Claims are not entitled to receive or retain any property under the Plan; are deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy Code; and are not entitled to vote to accept or reject the Plan. Moreover, the First Amended Plan provides that all Compensation and Benefit Claims against the Group A Debtors are classified as Class 4A Unsecured Ongoing Operations Claims. All Compensation and Benefit Claims against the Group B Debtors are classified as Class 3B General Unsecured Claims. Consistent with the Plan Support Agreements and the term sheet, any and all Compensation and Benefit Claims are Unimpaired and entitled to full payment. Acceptance or Rejection of the Plan Classes 1A, 2A, 4A, 78A-2, 1B, 2B, 3B and 4B are Unimpaired under the First Amended Plan and are, therefore, presumed to have accepted the Plan pursuant to Section 1126(f) of the Bankruptcy Code. Therefore, these Classes are not entitled to vote on the Plan and the vote of these Claimholders will not be solicited. Classes 7A and 8A-1 are Impaired and Holders of Class 7A Subordinated Claims or Class 8A-1 Interests will receive no distributions under the Plan on account of their Claims or Interests and are therefore, presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, Holders of Class 7A Subordinated Claims or Class 8A-1 Interests are not entitled to vote on the Plan and the vote of the Holders shall not be solicited. Classes Entitled to Vote on the Plan Each Holder of an Allowed Claim in each of Classes 3A, 5A and 6A will be entitled to vote to accept or reject the Plan: * Class 3A consist of the secured Claims arising out of the Debtors' Prepetition Credit Agreement. * Class 5A consist of any unsecured claim, other than Unsecured Ongoing Operations Claims, Convenience Claims or Subordinated Claims, against any of the Group A Debtors, including: -- Claims arising on account of the Debtors' Unsecured Notes; -- the unsecured Claims arising out of the Debtors' Prepetition Credit Agreement; -- Claims arising from the rejection of unexpired leases or executory contracts to which a Group A Debtor is a party; and -- Claims arising from any litigation or other court, administrative or regulatory proceeding, including damages or judgments entered against, or settlements entered into by a Group A Debtor. * Class 6A consist of any Other General Unsecured Claims against the Group A Debtors in an aggregate amount of $10,000 or less that otherwise would be classified as Class 5A Claims. Additionally, Holders of any Class 5A Claim in excess of $10,000 may elect on their ballots to have their Claims reduced to the amount of $10,000 and be treated as a Convenience Class. All general unsecured claims relating to and arising solely from the receipt of goods or services by the Group A Debtors held by persons with whom the Debtors conducted, and will continue to conduct business as of the Petition Date are classified under the Plan as Class 4A. Class 4A Claims will be fully satisfied and, therefore, are Unimpaired and not entitled to vote on the Plan. Additionally, all General Unsecured Claims against the Group B Debtors will be fully satisfied under the Plan. Amended Claims Treatment * Class 3A Each Holder of a Prepetition Credit Agreement Secured Claim will receive its Pro Rata share of the Prepetition Credit Agreement Secured Claims Distribution, which is comprised of: (a) the New Term Loans; (b) all shares of the Series A Preferred Stock; and (c) 35.5% of the New Common Stock issued and outstanding on the Effective Date. The Adequate Protection Claims of the Holders of Prepetition Credit Agreement Secured Claims will be deemed satisfied in full by payments made pursuant to the DIP Order. Any replacement or other Liens created under the DIP Order will terminate and will have no further force and effect as of the Effective Date. * Class 4A Class 4A consists of Unsecured Ongoing Operations Claims that may exist against the Group A Debtors. Notwithstanding anything to the contrary in the Plan or otherwise, all Compensation and Benefit Claims against the Group A Debtors are classified as Class 4A Unsecured Ongoing Operations Claims. * Class 5A Each Holder of an Other General Unsecured Claim will receive its Pro Rata share of the Other General Unsecured Claims Distribution, which is comprised of: (a) all shares of the New Common Stock issued as of the Effective Date that remain after giving effect to the distribution of the New Common Stock to Holders of Class 3A Claims; and (b) Other General Unsecured Claims Warrants representing 15% of Reorganized Lear Corporation's fully-diluted outstanding New Common Stock as of the Effective Date, subject to dilution from the Management Equity Plan. * Class 3B Class 3B consists of General Unsecured Claims that may exist against the Group B Debtors. Notwithstanding anything to the contrary in the Plan or otherwise, all Compensation and Benefit Claims against the Group B Debtors are classified as Class 3B General Unsecured Claims. About Lear Corp Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: WTC, as Indenture Trustee, Files $48.8-Bil. Claim ------------------------------------------------------------------ Wilmington Trust Company, as successor indenture trustee to Citibank, N.A., filed a $48.8 billion claim against Lehman Brothers Holdings Inc., on behalf of holders of various unsecured senior notes due to mature 2009 to 2037 issued by Lehman. Wilmington Trust says that although the total claim is undetermined at this time, it says the total claim falls within a range of $49,214,955,481, as provided by Citibank, to $73,162,259,459, as provided by the Debtor. WTC has earned and continues to earn compensation for services rendered as trustee and continues to incur fees of its counsel Covington & Burling LLP. A copy of WTC's proof of claim is available for free at: http://bankrupt.com/misc/Lehman_WTC_Claim.pdf Meanwhile, the New York State Department of Taxation made claim for $1.2 billion in taxes, interest and penalties from Lehman Brothers Holdings Inc. The state is seeking payment for tax bills dating to 1994, according to the proof of claim. New York-based Lehman owes $393 million in tax and interest for the 2003 tax year and $387.9 million for 2007. New York state said that $1.09 billion constitutes as an "unsecured priority" claim, while the remaining $131 million constitute as a "general unsecured" claim. The City of New York Department of Finance, Audit Division, filed on June 1 a proof of claim asserting $626,999,222 for taxes owed by LBHI. The city of New York claims that Lehman has shortchanged the city of $627 million in corporate and other taxes, beginning in 1996. Lehman, the city asserts, since January 1996 had underpaid its general corporation tax by $614,963,094, of which about $200 million represents interest. The city also says the firm failed to pay $12,036,128 in commercial rent taxes since June 2001. As of September 13, 2009, the largest claims, according to LBHI's claims agent, Epiq Bankruptcy Solutions LLC, filed so far in LBHI's Chapter 11 cases are: Claim No. Claimant Claim Amount --------- -------- ------------ 10082 Wilmgington Trust, as Indenture Trustee $48,779,932,734 1612 Lehman Brothers Bank, FSB $2,192,000,000 11037 NY State Department of Taxation and Finance $1,217,149,064 3813 Boise Land & Timber II, LLC $833,781,693 1439 OMX Timber Finance Investments II, LLC $833,171,475 5576 New York City Dept. of Finance $626,999,222 4727 New York City Dept. of Finance $626,999,222 3338 Popolare Vita S.p.A. $413,269,191 8468 Credit Suisse Loan Funding $423,036,453 11034 Mizuho Corporate Bank, Ltd. $336,485,299 315, 316 Giants Stadium LLC $301,828,087 4645, 7389, 7388 Gregory, Joseph $232,999,549 9825, 1283 Resona Bank, Limited $215,053,763 PricewaterhouseCoopers LLP, the administrator of Lehman Brothers' European units, previously said it will file a claim asserting as much as $100 billion against LBHI. "A significant number of claims arise as a result of guarantees issued by the parent company to its subsidiaries globally," PwC said in an e-mailed statement to Bloomberg. "These claims are exceptionally complex and we anticipate a large amount of further work in dealing with these claims." Creditors worldwide are anticipated to file claims amounting to more than $1 trillion against Lehman Brothers Holdings, Inc., and its debtor affiliates, Harvey Miller, Esq., at Weil, Gotshal & Manges LLP, in New York, previously said. Persons and entities holding claims that arose or are deemed to have arisen prior to the bankruptcy filing on September 15 have until September 22, 2009, to file claims against the Debtors so that those claims will be deemed timely. 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 has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 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. 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 September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for $2 dollars plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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 September 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 September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: PwC Appeals U.K. Court Denial of Proposed Scheme ----------------------------------------------------------------- Partners at PricewaterhouseCoopers serving as joint administrators of Lehman Brothers' European units have taken an appeal from the judgment handed down by the High Court in the United Kingdom indicating that the court does not have jurisdiction to sanction a proposed scheme of arrangement. As reported by the TCR on Aug. 24, 2009, the U.K. High Court denied PwC's request for approval of a scheme of arrangement that would have helped expedite the winding up of Lehman Brothers' European units. PwC proposed to divide more than 1,000 clients into three classes and deal with the claims by class rather than individually. PwC had previously said it could take up to a decade to return assets via bilateral agreements, instead of the proposed scheme. After consulting advisers and representatives of the creditor's working group regarding the intention to appeal the High Court judgment, the Joint Administrators concluded that it is appropriate to appeal given the very significant advantages of a scheme of arrangement when compared with the potential alternatives, notwithstanding the complex nature of the legal arguments and that the outcome of the appeal is uncertain. Accordingly, the Joint Administrators filed an appeal application on September 10, 2009, with the Court of Appeal in U.K. GLG Partners LP, as representatives of the creditor's working group, confirmed they intend to submit written submissions in support of the appeal and the London Investment Banking Association has confirmed that it will appear as respondent. A public hearing of the appeal will be held in due course. The Administrators said they are anxious that the appeal process should not lead to any unnecessary delay in the process of returning client assets. Therefore, in parallel with the appeal process, they continue to make bilateral returns and to assess possible alternative mechanisms by which they might affect the return of client assets if the appeal is ultimately unsuccessful. At the same time, in an effort to ensure that the appeal process itself is progressed with as little delay as possible, they have (with GLG) written to the Court of Appeal requesting that the appeal be heard on an expedited basis. LIBA has also written to the Court in support of this request. If the Court of Appeal agrees to hear the appeal on an expedited basis, it is hoped that the appeal would be heard in October or November. This is, however, subject to the court's availability. 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 has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 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. 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 September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for $2 dollars plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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 September 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 September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: A/P Asks for Ruling on Debtor-Led Foreclosure -------------------------------------------------------------- A/P Hotel LLC seeks a court ruling determining that the automatic stay does not prevent it from contesting a foreclosure proceeding commenced by Lehman Brothers Holdings Inc. Under the bankruptcy laws, the filing of a bankruptcy case by a company triggers an injunction against the continuance of an action by any creditor against that company or its property. The automatic stay gives the company protection from creditors subject to the oversight of the bankruptcy judge. LBHI filed the foreclosure proceeding allegedly due to A/P Hotel's failure to perform its obligations under their loan agreement. A/P Hotel inked the loan agreement with LBHI to avail of $66 million for the acquisition and renovation of The Atrium Suites Las Vegas Hotel in Las Vegas, Nevada. Through the foreclosure proceeding, LBHI can initiate a trustee sale of the property as early as October 12, 2009. Gregg Weiner, Esq., at Fried Frank Harris Shriver & Jacobson LLP, in New York, says the bankruptcy protection does not apply to the foreclosure proceeding because the proceeding was initiated based on A/P Hotel's alleged "post-petition default" under the loan agreement. "[LBHI] is in no position to object to allowing [A/P Hotel] the ability to defend itself against a proceeding voluntarily initiated by [LBHI]. As in any litigation, a party has a right to defend itself and not allowing a party to do so would violate basic due process principles and should not be permitted by this Court," Mr. Weiner asserts in court papers. If the Court determines that the bankruptcy protection applies, A/P Hotel asks the Court to lift the protection so that it could contest the foreclosure proceeding. The hearing to consider approval of the request is scheduled for September 15, 2009. Creditors and other concerned parties have until September 10, 2009, to file their objections. 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 has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 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. 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 September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. 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 (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of 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, purchased LBHI's operations in Europe for $2 dollars plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. 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. 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 September 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 September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LENNY DYKSTRA: Puts Baseball Memorabilia on Sale ------------------------------------------------ Larry Mcshane at NYDailyNews.com reports that Lenny Dykstra has put memorabilia from his baseball career, including his $20,000 diamond-encrusted 1986 World Series championship ring. According to NYDailyNews.com, other memorabilia that Mr. Dykstra put on sale include: -- the homerun ball that won game three of the National League Championship Series in 1986; -- the 1990, 1994 and 1995 All-Star Game rings; and -- the replica World Championship trophy inscribed with his Name. Westlake Village, California-based Lenny Dykstra is a former Major League Baseball All-Star. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection on July 7, 2009 (Bankr. C.D. Calif. Case No. 09-18409). M Jonathan Hayes, Esq., at the Law Office of M Jonathan Hayes, in Northridge, California, assists the Debtor in his restructuring effort. The Debtor listed up to $50,000 in assets and $10,000,001 to $50,000,000 in debts. LIFEMASTERS SUPPORTED: In Ch. 11 to Restructure CMS Liabilities --------------------------------------------------------------- LifeMasters Supported SelfCare, Inc., said September 14 that it has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. LifeMasters' restructured operations are expected to be profitable and sufficient cash is on hand for the restructuring process. "The Chapter 11 filing is the most efficient path for the company to restructure liabilities that are a result of Demonstration Projects previously performed under contracts with the Centers for Medicare and Medicaid Services (CMS)," said George D. Pillari, President of LifeMasters. Mr. Pillari, named President of LifeMasters today, is a Managing Director of Alvarez & Marsal Healthcare Industry Group, LLC and had been working with the company and its board as a restructuring advisor prior to the filing. During the last four years, LifeMasters participated in three CMS Demonstration Projects aimed at testing certain disease-management techniques in fee-for-service Medicare and Medicare/Medicaid dually eligible populations. Eight other disease management, health insurance and pharmaceutical companies also participated in these projects. LifeMasters' involvement in the CMS projects ended earlier this year. CMS contends that LifeMasters, like other participating organizations, was unable to demonstrate success based on CMS' study design and measurement methodologies. Similar to its claims against other Demonstration Project contractors, CMS contends that LifeMasters is required to repay to CMS any fees earned in excess of savings generated during the multi-year projects. "Rather than endure a costly and time-consuming legal path to challenge CMS, we have chosen to restructure our CMS and other liabilities through the Chapter 11 process," Mr. Pillari added. LifeMasters expects no disruptions in its services to clients and believes it has ample cash on hand to emerge from Chapter 11 as a viable health improvement company. In conjunction with this restructuring, the company also announced that Christobel Selecky is transitioning out of her longtime role as President and CEO. Ms. Selecky will remain on the LifeMasters board of directors and be retained by the company as Senior Advisor on a consulting basis. "Chris has been an important part of LifeMasters since its inception and we value her continued contributions to the business," Mr. Pillari said. About LifeMasters Supported LifeMasters Supported SelfCare, Inc. -- http://www.lifemasters.com/-- is a disease management and health improvement company with more than 15 years of experience working with employers, insurers, hospitals and physicians to lower costs and improve patient satisfaction with the healthcare system. LifeMasters is accredited by the National Committee for Quality Assurance (NCQA) and URAC. LOUISIANA FILM: Investor, Former Landlord Aid Authorities --------------------------------------------------------- Richard Rainey at NOLA.com reports that Louisiana Film Studios LLC's former landlord George Ackel and investor Kevin Houser are cooperating with federal authorities to unravel the questionable finances and business dealings of the Company's CEO, Wayne Read. NOLA.com relates that Vinny Mosca -- who represents Mr. Ackel, who owns the Elmwood property that housed Louisiana Film until July -- said that he has given investigators all documents detailing Mr. Read's association with his client. Jimmy Castex -- who represents Mr. Houser, a former New Orleans Saints player who invested in the project -- said that his client is aiding the inquiry, NOLA.com states. Gerald Schiff, a court-appointed trustee for Louisiana Film, said that a bankruptcy hearing has been set for September 24, by which time Mr. Read must submit lists of creditors and assets and details of his financial affairs, according to NOLA.com. Harahan, Louisiana-based Louisiana Film Studios, LLC, is a movie studio. 47 Construction, LLC, et al., filed a Chapter 11 bankruptcy petition to put the Company into Chapter 11 protection on July 23, 2009 (Bankr. E.D. La. Case No. 09-12232). LUNA INNOVATIONS: Loses Eight Gov't Pacts & 10 Engineers -------------------------------------------------------- Sarah Bruyn Jones at Roanoke.com reports that Luna Innovations Inc. chief operating officer Scott Graeff told the U.S. Bankruptcy Court for the Western District of Virginia that the Company has lost eight government contracts valued at $4.2 million and lost 10 engineers since filing for Chapter 11 bankruptcy on July 17. According to Roanoke.com, seven of the 10 engineers that left Luna Innovations held doctorates and represented a significant loss to the Company's ability to secure contracts and continue to reach research and development goals. The report quoted Mr. Graeff as saying, "We will quickly be shifting from cracking to crumbling if this continues on." Roanoke.com notes that government contracts account for 75% to 80% of Luna Innovation's revenues. Headquartered in Roanoke, Virginia, Luna Innovations Inc. (NASDAQ:LUNA) -- http://www.lunainnovations.com-- is focused on sensing and instrumentation, and pharmaceutical nanomedicines. Luna develops and manufactures new-generation products for the healthcare, telecommunications, energy and defense markets. Luna's products are used to measure, monitor, protect and improve critical processes in the markets it serves. Luna Innovations in July 2009 filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Virginia. LYONDELL CHEMICAL: Files Plan of Reorganization ----------------------------------------------- Tom Fowler at Houston Chronicle reports that LyondellBasell Industries has filed its reorganization plan. Court documents say that under the plan, LyondellBasell will still be in the same industries and have most of its key executives based in Houston, but it will be incorporated in the Netherlands rather than Luxembourg. Houston Chronicle relates that once LyondellBasell emerges from bankruptcy, it will issue existing equity to debtors and issue more stock. LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, 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 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. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. 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 Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNA ENTERTAINMENT: OSC Dismisses Shareholders' Bid vs. MID ------------------------------------------------------------ MI Developments Inc. said the Ontario Securities Commission has dismissed the applications made by certain MID Class A shareholders challenging MID's ability to rely on certain exemptions from the requirements to obtain minority shareholder approval and formal valuations under Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions in respect of transactions with Magna Entertainment Corp. The OSC indicated that it intends to issue reasons for the dismissal in due course. As reported by the TCR on September 10, 2009, minority shareholders of MID said at a hearing before the OSC that MID has been making loans to Magna Entertainment without a vote by MID shareholders. The minority shareholders, composed of several U.S. hedge funds, say MID's actions violate securities laws. As a result of the dismissal of the applications by the OSC, the amendments to the secured debtor-in-possession (DIP) financing facility being provided by a wholly-owned subsidiary of MID to MEC and certain of its subsidiaries announced on September 14, 2009 will come into effect subject to MEC obtaining approval of the U.S. Bankruptcy Court in Delaware to such amendments. Under the amended DIP facility, MEC must use its best efforts to market and sell all of its assets. With respect to Golden Gate Fields, Gulfstream Park, Maryland Jockey Club and Santa Anita Park, MID will continue to evaluate all of its alternatives, which may include MID entering into a stalking horse purchase agreement for one or more of such assets in the event that MEC receives no other stalking horse bids acceptable to MEC. Dennis Mills, Vice-Chairman and Chief Executive Officer, stated, "We are pleased with the OSC's decision to dismiss the applications. Our principal focus regarding MEC needs to be on the Chapter 11 process and, with this matter behind us, we will continue to work hard to evaluate all opportunities to preserve the value of our secured loans to MEC and certain of its subsidiaries." About MI Developments MID (TSX: MIM.A, MIM.B; NYSE: MIM) is a real estate operating company engaged primarily in the acquisition, development, construction, leasing, management, and ownership of a predominantly industrial rental portfolio leased primarily to Magna International Inc. and its subsidiaries in North America and Europe. MID also acquires land that it intends to develop for mixed-use and residential projects. MID holds a majority equity interest in MEC, an owner and operator of horse racetracks, and a supplier, via simulcasting, of live horseracing content to the inter-track, off-track and account wagering markets. MEC has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a 50% interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720). Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J. Finnegan, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC is the Debtors' investment banker and financial advisor. Kurtzman Carson Consultants LLC is the claims and noticing agent for the Debtors. Magna Entertainment Corp. had total assets of US$1.054 billion and total liabilities of US$947.3 million based on unaudited consolidated financial statements as of December 31, 2008. MCJUNKIN RED: Transmark Deal Won't Affect S&P's 'B+' Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on McJunkin Red Man Holding Corp. (B+/Negative/--) remain unchanged at this time following the company's announcement that it has entered into an agreement to acquire Transmark Fcx Group B.V., an international distributor of valves and flow control equipment. The acquisition is expected to close by the end of 2009, subject to European Commission approval and other customary closing conditions. While terms of the transaction were not publicly disclosed, it is S&P's assessment that the transaction will not have a material impact on the company's overall credit profile because Transmark is around a tenth of MRC's size. However, to the extent that a significant portion of the purchase price is funded using currently available excess cash balances, the company's capacity to reduce debt in the near term would be somewhat diminished. Still, the transaction expands MRC's geographic exposure by giving it a presence in Europe, the Middle East, and Asia. The rating on MRC reflects S&P's expectation that its operating performance will weaken during 2009 due to weak end-market demand, which will result in lower volume and pricing. As a result, S&P expects that EBITDA and credit measures will likely weaken from current levels, with debt to EBITDA increasing to about 4.5x by year end. In addition, S&P remains concerned about a thinning covenant cushion associated with the leverage covenant in the company's credit agreement. Currently, its leverage covenant, which excludes the outstanding holding company notes from the debt calculation, steps down to 2.75x as of March 31, 2010. Although S&P is not currently forecasting a violation, S&P believes that the cushion relative to this covenant could decline to the single- digit percentage area. While S&P expects that an amendment would be the most likely outcome of a violation, S&P anticipates this would lead to a repricing of the credit facility, thus weakening interest coverage. MERISANT WORLDWIDE: Files Wayzata-Backed Chapter 11 Plan -------------------------------------------------------- Merisant Worldwide, Inc. and its U.S. subsidiaries on September 14 filed their proposed plan of reorganization and explanatory disclosure statement with the U.S. Bankruptcy Court for the District of Delaware. The Plan accomplishes a deleveraging of the Debtors' capital structure by removing approximately $400 million in indebtedness, including approximately $45 million of secured indebtedness, from the Debtors' balance sheet. The Plan preserves the going concern value of the Debtors, thereby maximizing recoveries for all creditors, according to the Disclosure Statement. The Plan is supported by Wayzata Investment Partners, which controls two-thirds aggregate principal amount of loans outstanding under Merisant Company's Amended and Restated Credit Facility as well as a majority aggregate principal amount of Merisant Company's 9.5% Senior Subordinated Notes due 2013. Merisant anticipates that it will be able to obtain confirmation of the Plan and emerge from bankruptcy as early as January 1, 2010. Under the Plan, holders of bank claims aggregating $205 million will recover 100% of their claims in the form of new notes, cash and majority of the preferred stock. Holders of unsecured claims aggregating $235.3 million against Merisant Company will recover 5.5% in the form of new common stock of Reorganized Merisant and may participate in the rights offering. Holders of unsecured trade claims will receive payment of 60% of the claim in cash. Holders of unsecured claims aggregating $137.1 million against Merisant Worldwide will receive distributions in the form of "contingent value rights" if they vote in favor of the Plan. Global Advisors LP will provide exit equity financing of up to $7.5 million. "The filing of the Plan and Disclosure Statement is an important milestone in Merisant's restructuring," said Paul Block, chairman and chief executive officer of Merisant. "The Plan will permit Merisant to exit bankruptcy with significantly reduced debt, poised for growth and prepared to reassert its global leadership role in the low-calorie tabletop sweetener category." Merisant Worldwide, Inc. and its U.S. subsidiaries filed for Chapter 11 protection to strengthen Merisant's financial health and long-term prospects. Merisant has operated its U.S. business in the ordinary course without material disruption during the bankruptcy case. Merisant proposes this schedule: Voting Record Date Oct. 19, 2009 Deadline to Submit Ballots Dec. 1, 2009 Deadline for Confirmation Objections Dec. 1, 2009 Confirmation Hearing on Plan Dec. 10,2009 A copy of the Chapter 11 plan is available for free at: http://bankrupt.com/misc/Merisant_Chapter11Plan.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Merisant_DiscStatement.pdf About Merisant Worldwide Headquartered in Chicago, Illinois, Merisant Worldwide Inc. -- http://www.merisant.com/-- sells 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. Merisant Worldwide 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. Young, Conaway, Stargatt & Taylor LLP represents the Debtors' as co-counsel. Blackstone Advisory Services LLP is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC, is the Debtors' Claims and Noticing Agent. Winston & Strawn LLP represents the official committee of unsecured creditors as counsel. Ashby & Geddes, P.A., is the Committee's Delaware counsel. The Debtors had US$331,077,041 in total assets and US$560,742,486 in total debts as of November 30, 2008. MERRILL LYNCH: Judge Rejects BofA Settlement with SEC on Bonuses ---------------------------------------------------------------- David Glovin and David Scheer at Bloomberg report that U.S. District Judge Jed Rakoff in Manhattan rejected Bank of America Corp.'s $33 million settlement with the Securities and Exchange Commission over Merrill Lynch & Co. bonuses. Judge Rakoff ordered a February 1 trial on the SEC's lawsuit against BofA. Judge Rakoff held that the settlement wasn't fair, reasonable, or adequate. Judge Jed Rakoff said he won't agree to a settlement requiring shareholders to pay for the alleged wrongs of Bank of America management. Judge Rakoff, according to Bloomberg, has repeatedly questioned why bank executives or their lawyers weren't sued. "The SEC gets to claim that it is exposing wrongdoing on the part of the Bank of America in a high-profile merger," Judge Rakoff wrote of the agreement. "The bank's management gets to claim that they have been coerced into an onerous settlement by overzealous regulators. And all this is done at the expense not only of the shareholders, but also of the truth." Bank of America was represented in the Merrill merger by Wachtell, Lipton, Rosen & Katz, while Merrill was represented by Shearman & Sterling, both based in New York. As previously reported by the Troubled Company Reporter, Judge Rakoff at a hearing in August declined to approve the settlement and asked the parties to submit more documens. He pointed at the time that the $33 million settlement isn't appropriate if the bank lied about billions in payments. Lawsuit & Settlement On August 3, Bank of America said it agreed to pay the SEC a penalty of $33 million on charges of misleading investors about billions of dollars in bonuses that were being paid to Merrill Lynch & Co. executives at the time of its acquisition of the firm. The SEC, according to a complaint filed together with the settlement, alleges that in proxy materials soliciting the votes of shareholders on the proposed acquisition of Merrill, Bank of America stated that Merrill had agreed that it would not pay year- end performance bonuses or other discretionary compensation to its executives prior to the closing of the merger without Bank of America's consent. In fact, Bank of America had already contractually authorized Merrill to pay up to $5.8 billion in discretionary bonuses to Merrill executives for 2008. According to the SEC's complaint, the disclosures in the proxy statement were rendered materially false and misleading by the existence of the prior undisclosed agreement allowing Merrill to pay billions of dollars in bonuses for 2008. "Companies must give shareholders all material information about corporate transactions they are asked to approve," said Robert Khuzami, Director of the SEC's Division of Enforcement. "Failing to disclose that a struggling company will pay out billions of dollars in performance bonuses obviously violates that duty and warrants the significant financial penalty imposed by [the] settlement." David Rosenfeld, Associate Director of the SEC's New York Regional Office, said, "As Merrill was on the brink of bankruptcy and posting record losses, Bank of America agreed to allow Merrill to pay its executives billions of dollars in bonuses. Shareholders were not told about this agreement at the time they voted on the merger." The SEC's complaint, filed in the U.S. District Court for the Southern District of New York, alleges that Bank of America represented in the merger agreement that Merrill had agreed not to pay any bonuses to its executives before the merger closed, except as set forth in a schedule. Unbeknownst to shareholders, the schedule was already in place weeks before the proxy statement was filed with the SEC and disseminated to shareholders. Under the schedule, Bank of America had agreed that Merrill could pay up to $5.8 billion, or nearly 12 percent of the $50 billion merger consideration, in discretionary bonuses to its executives. The merger agreement was included as an appendix and summarized in the joint proxy statement that was distributed to all 283,000 shareholders of both companies. But Bank of America's agreement to allow Merrill to pay these discretionary bonuses was in a separate document that was omitted from the proxy statement and whose contents were never disclosed before the shareholders' vote on the merger. In settling the SEC's charges without admitting or denying the allegations, Bank of America consented to the entry of a judgment that permanently enjoins Bank of America from violating the proxy solicitation rules -- Section 14(a) of the Exchange Act of 1934 and Rule 14a-9 -- and orders Bank of America to pay the financial penalty. The settlement is subject to court approval. About Merrill Lynch Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. The bank needed the government's financial help in completing its acquisition of 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). As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. MERY CORPORATION: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Mery Corporation 79-19 Cyperfs Avenue Ridgewood, NY 11385 Bankruptcy Case No.: 09-15484 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Franz Cobos, Esq. Cobos Ellington Maduabum & McKenzie LLC 1 Washington Street, Suite 1302 Newark, NJ 07102 Tel: (973) 732-1490 Fax: (973) 732-1488 Email: fcobos@cemmlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 According to the schedules, the Company has assets of at least $3,226,990, and total debts of $3,205,500. A full-text copy of the Debtor's petition, including a list of its 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb09-15484.pdf The petition was signed by Andres Mery, officer of the Company. MICHAEL LEWIS: Sentenced to Over 6 Yrs. in Prison Due to Fraud -------------------------------------------------------------- Michael K. Lewis has been sentenced to mover than six years in prison for his role in a scheme to defraud homeowners and mortgage lenders, The Associated Press reports, citing federal prosecutors. According to The AP, Mr. Lewis agreed to a forfeiture judgment of more than $2 million on Friday. Mr. Lewis promised people could improve their credit, save their homes from foreclosure, and get assistance with bankruptcy, says The AP. Mr. Lewis and his conspirators would steal the homeowners' equity in their property by suggesting to homeowners to sell their property and then convert the sale proceeds to the use of the conspirators, the report states, citing prosecutors. MMC ENERGY: Independent Director Sued for Fraud and Extortion ------------------------------------------------------------- Karl W. Miller and Ashley H. Miller on September 14 said they have filed a lawsuit against George Rountree III, the lead independent director of MMC Energy, Inc., and Sylvia Rountree for fraud, extortion and their intentional infliction of severe emotional distress. George Rountree III and Sylvia Rountree reside in Wilmington, North Carolina. George Rountree III is a partner at the law firm Rountree, Losee and Balwin. Sylvia Rountree is a member of the Board of Trustees at the New Hanover Regional Medical Center in Wilmington, North Carolina. Miller is the founder and a former Chairman, CEO and director of MMC, a portfolio company Mr. Miller established to acquire, develop and operate energy assets in the United States. The two count amended complaint filed September 14 in United States District Court for the Southern District of Florida alleges that George Rountree III and Sylvia Rountree, Richard Bryan of Nevada, CEO and Chairman Michael J. Hamilton and MMC Energy Inc., entered into a conspiracy to gain control of the company in order to enrich themselves at the expense of company stockholders. Mr. and Mrs. Miller seek damages for the intentional infliction of severe emotional distress as a result of the alleged conspirators' use of "gangster tactics" that included extortionate threats, to prevent Mr. Miller, the founder of MMC from "inspiring, organizing, or leading any opposition to the final stages of their conspiracy to loot and pillage" the publicly traded energy company. Mr. Miller also seeks defamation damages for the false information given to major investors in the company that the complaint describes as an essential part of "the coup" that led to the Rountrees and their alleged co-conspirators gaining control of the company. The complaint alleges that the Rountrees were instrumental in the demise of the publicly traded company that had rising profits and a seemingly bright future when the conspirators took control in December 2007. At that time, the company's shares were trading at $3.63 per share but the company is now no longer a going concern and the alleged conspirators have been in the process of liquidating company assets for more than a year. The company shareholders were scheduled to vote September 14, 2009, to approve the complete dissolution, and liquidation of the Company and its assets that its management has said in SEC filings is its only alternative to bankruptcy. MMC, through an SEC filing on April 30, 2009, indicated that the company was on the verge of bankruptcy, had sustained record operating loss in 2008, under the stewardship of Defendant ROUNTREE, the Rountrees and their alleged co-conspirators voted themselves and other members of the company's management "golden parachutes". George Rountree, who is a practicing lawyer in Wilmington, North Carolina and is also a member of the board of directors at Southern Union Company, will receive total compensation of at least $334,000.00 when MMC ceases to exist. The Rountrees' holdings are subject to review by the Securities and Exchange Commission. About MMC Energy MMC Energy, Inc. (NasdaqGM: MMCE) is an energy management company that acquires and actively manages electricity generating and energy infrastructure related assets in the United States. The Company had three electricity generation assets in California. Its natural gas fueled electricity generating facilities are commonly referred to as peaker plants. The Company generates revenue form providing capacity and ancillary reliability services to transmission grid that distributes electricity to industrial and retail electricity providers. As of March 31, 2009, MMC Energy had $44,580,375 in assets against debts of $10,419,424. As reported by the TCR on Aug. 18, 2009, MMC Energy, Inc., in consultation with its auditors RBSM, LLP, concluded that based on recent events, facts and circumstances that it would be appropriate to adopt a liquidation basis of accounting rather than the going-concern basis GAAP accounting used in the Company's previously reported financial statements. MOLLY LLC: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Molly LLC 5400 N Preston Hwy Louisville, KY 40229 Bankruptcy Case No.: 09-34649 Debtor-affiliates filing separate Chapter 11 petition: Entity Case No. ------ -------- Helmick Oil Company LLC 09-34650 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: David M. Cantor, Esq. Seiller Waterman LLC 462 S. 4th Street, Suite 2200 Louisville, KY 40202 584-7400 Email: cantor@derbycitylaw.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 Debtors' petition, including a list of their 10 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kywb09-34649.pdf The petition was signed by Jack A. Helmick, managing member of the Company. NEW SCHOONEBEEK DAIRY: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: New Schoonebeek Dairy, LLC 1858 E 800S La Fontaine, IN 46940 Bankruptcy Case No.: 09-34327 Chapter 11 Petition Date: September 8, 2009 Court: United States Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Harry C. Dees, Jr. Debtor's Counsel: R. William Jonas Jr., Esq. Hammerschmidt, Amaral & Jonas 137 N. Michigan Street South Bend, IN 46601 Tel: (574) 282-1231 Fax: (574) 282-1234 Email: rwj.haj@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/innb09-34327.pdf The petition was signed by Harry Bekel, manager of the Company. NEWPAGE CORP: Inks Amendment to Goldman Sachs Credit Facility ------------------------------------------------------------- NewPage Corporation and NewPage Holding Corporation on September 11, 2009, entered into amendments to their existing senior secured term loan credit facility and senior secured revolving credit facility, consisting of (i) a First Amendment to Term Loan Credit and Guaranty Agreement, by and among the Company, NewPage Holding, certain subsidiaries of the Company, the lenders party thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, and the other parties thereto; and (ii) a First Amendment to Revolving Credit and Guaranty Agreement, by and among the Company, NewPage Holding, certain subsidiaries of the Company, the lenders party thereto, GSCP, as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, and the other parties thereto. The Credit Agreement Amendments amend the Credit Agreements as: -- The percentage per annum for the interest rate margins in the Credit Agreement Amendments has been increased as follows: In the case of the Revolver, the applicable margin is no longer based on total leverage ratio and instead is 3.50% per annum above the LIBOR rate or 2.50% per annum above the base rate (representing a 1.50% per annum increase above the prior applicable rate). In the case of the Term Loan, the applicable margin is based on the senior leverage ratio (7.00% per annum above the LIBOR rate or 6.00% above the base rate if the senior leverage ratio is greater than or equal to 3.00:1.00 at the end of any fiscal quarter and 6.50% per annum above the LIBOR rate or 5.50% above the base rate if the senior leverage ratio is less than 3.00:1.00 at the end of any fiscal quarter) (representing an increase of 3.25% per annum above the current applicable rate). -- The definitions of Base Rate and LIBOR have been revised to include a 3.50% base rate floor and 2.50% LIBOR floor in the Term Loan. -- The percentage per annum for the fee for the unborrowed portion of the Revolver has been increased from 0.375% per annum to 0.50% per annum. -- The Company now has the ability to request in the future an extension of the final maturity date of the portion of the Revolver held by each revolving lender (which may be subject to an increase in the applicable interest rate margin and undrawn commitment fee payable to all revolving lenders and extension fees payable to extending revolving lenders). -- Under the Term Loan for each quarter through the quarter ending December 31, 2010, the amendment to the Term Loan requires NewPage Holding and its subsidiaries to maintain a minimum consolidated liquidity (unrestricted cash and cash equivalents plus the average excess availability under the Revolver for the prior 15 day period) of at least $150 million. -- Under the amendment to the Revolver, NewPage Holding shall not permit excess availability on any day from and after the effective date of the amendment to the Revolver through and including the date of the delivery of the compliance certificate with respect to the fiscal quarter ending March 31, 2011, to be less than $50 million. -- Compliance with the interest coverage ratio, total leverage ratio and senior leverage ratio covenants contained in the Credit Agreements has been suspended until the fiscal quarter ending June 30, 2010. Compliance with the fixed charge coverage ratio contained in the Credit Agreements has been suspended until the fiscal quarter ending March 31, 2011. The applicable levels of such covenants following the suspension period and through maturity have been revised as: -- the minimum interest coverage ratio covenant has been amended to 1.00:1.00 beginning with the quarter ending June 30, 2010, stepping up over time to 2.00:1.00 for the quarter ending March 31, 2013, and subsequent quarters (previously ranging from 2.00:1.00 to 2.50:1.00 during the same period); -- the maximum total leverage ratio covenant has been amended to 9.75:1.00 beginning with the quarter ending June 30, 2010, stepping down over time to 4.75:1.00 for the quarter ending June 30, 2013, and subsequent quarters (previously ranging from 5.00:1.00 to 3.75:1.00 in the Term Loan and 5.00:1.00 to 4.00:1.00 in the Revolver during the same period); -- the maximum senior leverage ratio covenant has been amended to 5.25:1.00 beginning with the quarter ending June 30, 2010, stepping down over time to 2.50:1.00 for the quarter ending September 30, 2012, and subsequent quarters (previously ranging from 2.50:1.00 to 1.25:1.00 in the Term Loan and 2.50:1.00 to 1.50:1.00 in the Revolver during the same period); and -- the minimum fixed charge coverage ratio covenant has been amended to 1.00:1.00 beginning with the quarter ending March 31, 2011, stepping up over time to 1.20:1.00 for the quarter ending June 30, 2013 and subsequent quarters (previously 1.10:1.00 during the same period). -- As previously provided for in the Revolver, prior to the Revolver Amendment, compliance with the interest coverage ratio, fixed charge coverage ratio, total leverage ratio and senior leverage ratio covenants under the Revolver do not apply for any fiscal quarter unless excess availability was less than $50 million for 10 consecutive business days during such fiscal quarter or was less than $25 million for three consecutive business days during such fiscal quarter. Furthermore, several definitions pertaining to the financial covenants have been amended. -- The limitations on capital expenditures have been revised to include a limit of $125 million for each four fiscal quarter period through the fiscal quarter ending March 31, 2010, and an annual limit of $250 million for fiscal year 2010 and each fiscal year thereafter (subject to carry over from the immediately preceding year). From and after the second fiscal quarter in 2010, if the total leverage ratio at the end of such fiscal quarter is 3.50:1.00 or less, the Company and its subsidiaries may make or incur capital expenditures in excess of the $250 million annual limitation. -- Under the Term Loan, the percentage of consolidated excess cash flow that must be applied to prepay the Term Loan has been amended so that the percentage is: 75% if the senior leverage ratio is equal to or greater than 3.00:1.00; 50% if the senior leverage ratio is less than 3.00:1.00 and equal to or greater than 2.50:1.00; 25% if the senior leverage ratio is less than 2.50:1.00 and equal to or greater than 2.00:1.00; and 0% if the senior leverage ratio is less than 2.00:1.00 (in the current Term Loan, the percentage is 50% if the total leverage ratio is equal to or greater than 3.50:1.00 and otherwise 0%). -- The general indebtedness basket for debt secured by all the property and assets of the credit parties other than the collateral that secures the Revolver has been eliminated. -- The restricted payments covenant has been amended to permit repurchases or redemptions of the Company's Floating Rate Senior Secured Notes due 2012 and 10% Senior Secured Notes due 2012 in an amount not to exceed (A) $100 million in the aggregate so long as the senior leverage ratio as of the end of the most recent fiscal quarter prior to such repurchase, redemption or acquisition was greater than 2.00:1.00 but less than or equal to 2.50:1.00 or (B) $150 million in the aggregate so long as the senior leverage ratio as of the end of the most recently ended fiscal quarter prior to such repurchase, redemption or acquisition was less than or equal to 2.00:1.00. Any use of this basket will reduce the amount available under the existing $375 million basket for repurchases of Second Lien Notes, NewPage Holding PIK Notes and the Company's 12% Senior Subordinated Notes due 2013 from net asset sale proceeds and excess cash flow (not required to repay the Term Loan) (the existing $375 million basket requires that the senior leverage ratio be less than or equal to 2.50:1.00 as of the end of the quarter prior to such purchase). -- The restricted payments covenant has been amended to permit repayment of the NewPage Holding Floating Rate Senior Unsecured PIK Notes due 2013 and the NewPage Group Inc. Floating Rate Senior Unsecured PIK Notes due 2015 with the proceeds of an IPO at any time following delivery of the financial statements for the fiscal quarter ending June 30, 2010. -- The foreign indebtedness basket has been reduced by half to $50 million. -- The covenants in the Credit Agreements restricting indebtedness and investments have been amended to permit certain hedge agreements not secured by collateral. -- The covenants in the Term Loan restricting liens have been amended to impose certain caps on the refinancing of existing debt with new secured debt. -- The refinancing baskets in the Credit Agreements have been clarified to allow the payment of original issuance discount and capitalized interest on refinancing debt. -- The Credit Agreement Amendments allow for the repurchase of the Term Loans below par through a Dutch auction if the senior leverage ratio is less than 3.00:1.00, provided that such repurchases are permitted under the Revolver so long as after giving effect to such prepayment excess availability thereunder shall be at least $75 million. -- The Company has agreed to pay a fee to each lender that consented to the Credit Agreement Amendments on or prior to their effectiveness equal to 0.50% times the revolving commitment (in the case of the Revolver) of such consenting lender or 0.50% times the term loan commitment (in the case of the Term Loan) of such consenting lender. -- The Revolver Amendment provides that the Collateral Agent and its agents can conduct one desktop appraisal and one inventory appraisal per annum, at the Company's expense in an amount not to exceed $125,000 per appraisal, or for any year in which excess availability for any 10 consecutive day period is less than $105 million, two of each such appraisals per annum. Previously, the lenders were only permitted to conduct one collateral appraisal and one inventory appraisal per annum. A full-text copy of the First Amendment to Term Loan Credit and Guaranty Agreement, dated as of September 11, 2009, by and among NewPage Corporation, NewPage Holding Corporation, certain of its affiliates, the lenders party thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, and the other parties, is available at no charge at http://ResearchArchives.com/t/s?44aa A full-text copy of the First Amendment to Revolving Credit and Guaranty Agreement, dated as of September 11, 2009, by and among NewPage Corporation, NewPage Holding Corporation, certain subsidiaries of NewPage Corporation, the lenders party thereto, Goldman Sachs Credit Partners L.P., as Administrative Agent, JPMorgan Chase Bank, N.A., as Collateral Agent, and other parties, is available at no charge at http://ResearchArchives.com/t/s?44ab About NewPage Headquartered in Miamisburg, Ohio, NewPage Corporation is the largest coated paper manufacturer in North America, based on production capacity, with $4.4 billion in net sales for the year ended December 31, 2008. The Company's product portfolio is the broadest in North America and includes coated freesheet, coated groundwood, supercalendered, newsprint and specialty papers. The papers are used for corporate collateral, commercial printing, magazines, catalogs, books, coupons, inserts, newspapers, packaging applications and direct mail advertising. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. The mills have a total annual production capacity of roughly 4.4 million tons of paper, including roughly 3.2 million tons of coated paper, roughly 1.0 million tons of uncoated paper and roughly 200,000 tons of specialty paper. As of June 30, 2009, NewPage Holding had $4.141 billion in total assets; and total current liabilities of $475 million, long-term debt of $3.145 billion, and other long-term obligations of $618 million; resulting in $97 million total deficit. As of June 30, 2009, NewPage Corp. had $4.140 billion in total assets; and total current liabilities of $475 million, long-term debt of $2.953 billion, and other long-term obligations of $618 million; resulting in $94 million total deficit. NORTEL NETWORKS: Avaya's $915MM Wins Auction for Enterprise ----------------------------------------------------------- Nortel Networks Corporation has concluded an auction of substantially all of the assets of their global Enterprise Solutions business as well as the shares of Nortel Government Solutions Incorporated and DiamondWare, Ltd. According to Nortel, Avaya Inc. has emerged as the winning bidder agreeing to pay US$900 million in cash to Nortel, with an additional pool of US$15 million reserved for an employee retention program. The sale is subject to court approvals in the U.S., Canada, France and Israel as well as regulatory approvals, other customary closing conditions and certain post-closing purchase price adjustments. Commenting on the announcement, Nortel Enterprise Solutions President Joel Hackney said, "This is fantastic news for our customers, as this will empower us to continue to deliver industry-leading solutions and services focused on unlocking the enterprise business potential enabled by unified communications. It provides the capability to chart our future with laser-focus, enabling customers to compete in new ways with greater scale and resources. We look forward to working closely with our customers, partners and stakeholders during this pre-close phase to ensure that we continue to innovate to meet customers' needs with high- performance, efficient and secure communications solutions. "As we work through integration planning, it is business as usual, and we will continue to focus on supporting our installed base," Hackney said. "Through deal close and beyond, we will deliver on our stated customer commitments and maintain high levels of service and support. We will ensure our customers can fully leverage their existing Nortel investment as they benefit from the complementary capabilities of the Nortel and the Avaya portfolio of products and services." In addition, given the complementary strengths of the two companies in the U.S. Federal Government market, the combined operations are anticipated to yield a company best-suited to address the unique information technology requirements of the civil government and military. Noted Chuck Saffell, CEO of Nortel Government Solutions, "The companies' strengths in the information technologies sector of the U.S. Federal Government are remarkably complementary. Our combined product offerings, as well as our strong professional services business and solutions approach provide a win-win for both our government customers and our business. With our combined knowledge of the federal market, we will be focused on delivering the best- performing, most cost-effective capabilities available to support our customers' mission. Our goal continues to be helping our customers provide security, livelihood and well-being for the citizens of the United States." Customers look forward to the potential the future holds for them. "Nortel earned the trust of our user group members by delivering innovative, reliable communications solutions and ensuring high- levels of service and support, " said Victor Bohnert, Executive Director of the International Nortel Networks Users Association. "With the announcement of today's purchase by Avaya, we look forward to extending that relationship forward to serve the business communications needs of our constituency base across the globe." Partners also benefit from the move. Both Nortel and Avaya channel partners will have opportunities to grow their business as the move to unified communications accelerates and the need for advanced services to design, deploy and manage such solutions expand. "The independent members of the Nortel Distributor Alliance Council are excited about the future potential that today's announcement brings to the tens of thousands of enterprise customers we support," said Rick Dawybida, President of DAC Americas. "We look forward to a commitment focused on ensuring customers can fully leverage their prior investments while also getting expanded choices. The combined portfolio capability of Avaya and Nortel will offer the marketplace industry-leading solutions as companies move aggressively to unified communications." While the auction is a significant step in the overall sale process, it is not the final step. Nortel will work diligently with Avaya to close the sale later this year, subject to the timing of regulatory approvals. Nortel will seek Canadian and U.S. court approvals of the proposed sale agreement at a joint hearing on September 15, 2009. The sale close is expected late in the fourth quarter 2009. In some EMEA jurisdictions this transaction is subject to information and consultation with employee representatives. The Company does not expect that its common shareholders or the preferred shareholders of Nortel Networks Limited will receive any value from the creditor protection proceedings and expects that the proceedings will result in the cancellation of these equity interests. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation [OTC: NRTLQ] -- 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. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. 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 centre 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 Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes 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: Alteon Websystems' Statement of Financial Affairs ------------------------------------------------------------------ Paul Wesley Karr, vice-president for finance of Nortel Networks Inc., reported on the statement of financial affairs of Debtor Alteon WebSystems International Inc., which became available in court dockets on August 18, 2009. Alteon Websystems International didn't list any income from the operation of its business or otherwise in the last two years before the Petition Date. No payment to creditors were also noted in the Statements. Mr. Karr disclosed that within two years prior to Alteon WebSystems International's bankruptcy filing, these bookkeepers and accountants kept or supervised the keeping of the company's books of account and records: Personnel Dates Services Rendered --------- ----------------------- Peter William Currie 01/2007 - 04/2007 Chief Financial Officer David William Drinkwater 05/2007 - 10/2007 Acting Chief Financial Officer Paviter Singh Binning 11/2007 - 12/2008 Chief Financial Officer Paul Wesley Karr 01/2007 - 12/2008 Corporate Controller Kimberly Poe 01/2007 - 08/2007 US Controller Mark John Hamilton 09/2007 - 08/2008 US Controller Kimberly Susan Lechner 05/2008 - 11/2008 Americas Finance Operations Leader William Roy Ellis 09/2008 - 12/2008 Americas Controller Lorrie David Mathers 11/2008 - Current Finance Leader Carrier Networks & Americas Operations KPMG LLP audited the books of account and records, and prepared the financial statements of Alteon WebSystems International since January 1, 2007, according to Mr. Karr. At the time of Alteon WebSystems International's bankruptcy filing, its books of accounts and records were at the custody of these officers: Officers Title -------- ----- Paviter Singh Binning Chief Financial Officer Paul Wesley Karr Corporate Controller William Roy Ellis Americas Controller Lorrie David Mathers Finance Leader Mr. Karr disclosed that Alteon WebSystems Inc. has 100% stock ownership of Alteon WebSystems International. 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. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. 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 centre 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 Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes 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: NN CALA's Ch. 11 Case Recognized by Ontario Court ------------------------------------------------------------------ The Ontario Superior Court of Justice issued an order recognizing the Chapter 11 case of Nortel Networks (CALA) Inc. as "foreign proceeding" pursuant to section 18.6 of the Companies' Creditors Arrangement Act. NN CALA filed for bankruptcy protection on July 14, 2009, in the U.S. Bankruptcy Court for the District of Delaware. It is a direct subsidiary of U.S.-based Nortel Networks Inc. and is one of the Nortel units that operate in the Caribbean and Latin American region. Furthermore, in separate rulings, the Canadian Court declared that these orders issued by the U.S. Bankruptcy Court in the Chapter 11 cases of NNI and its U.S.-based affiliates are effective in Canada: (1) July 28, 2009 order approving the sale of their Code Division Multiple Access and Long Term Evolution access assets to Telefonakteibolaget LM Ericsson; (2) August 4, 2009 order approving the bidding process for the sale of their Enterprise Solutions business to Avaya Inc. or to the winning bidder; and (3) August 4, 2009 order approving the deadline for creditors to file their proofs of claim. 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. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. 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 centre 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 Insolvency Act. Several entities, including Nortel Government Solutions Incorporated, have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes 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) NORTH AMERICAN: S&P Affirms 'BB' Rating on $545 Mil. Facilities --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' rating on U.S. merchant power generator North American Energy Alliance LLC's $545 first-lien facilities consisting of $425 million in first-lien term loans ($395.8 million outstanding), an $80 million letter of credit facility and a $40 million revolving facility. Both issues mature in 2015, while the LOC facility and revolver mature in 2013. At the same time, S&P affirmed the 'B+' rating on NAEA's $325 million unsecured notes maturing 2016. S&P also left unchanged the recovery rating of '1' on the first lien facilities and changed the recovery rating to '3' from '4' on the unsecured notes reflecting expectations of very high recovery (90%-100%) and meaningful recovery (50%-70%) in the event of a payment default. S&P also revised the outlook on all facilities to stable from negative. The first-lien facilities have a collateral package consisting of a first-priority security interest in all personal, real, and mixed property of NAEA and its subsidiaries, along with intercompany debt, and 100% of the capital stock of the NAEA (with a negative pledge on NAEA's 80%-owned Lakewood facility due to project-level debt). The stable outlook and revised recovery ratings are the direct result of $155 million of additional equity that the ultimate owner, Industry Funds Management, contributed to the portfolio of power plants. NAEA has used the equity proceeds with lender permission to pay down $25 million of the first-lien term loan and $130 million of the unsecured notes. The resulting debt metrics are $326 per kilowatt (kW) (secured) and $437/kW (consolidated) on a fully funded basis, which -- under multiple stress cases -- results in debt metrics at first-lien maturity that are comparable with the original metrics S&P contemplated at the financial close of May 2008. NAEA's ability to service debt and amortize the senior secured facilities depends primarily on prices in the PJM's and ISO-NE's capacity markets and the facilities' ability to earn contracted energy revenues. If market-clearing capacity prices in the two regions for the years 2014 and beyond are below S&P's conservative expectations stated above ($3-$6/kW-month) with no off-setting consideration, the project may have a secured debt overhang at maturity that may increase refinancing risk. A recovery in the capacity or energy markets that would lower consolidated debt at first-lien maturity to $200/kW -- or signs of such recovery in the capacity auctions for delivery years immediately following 2015 -- would likely cause S&P to consider an upgrade. Although asset performance is less of a concern than market exposure, material changes in operating profiles could also affect credit quality. NOWAUTO GROUP: Seale and Beers Withdraws as Independent Auditors ---------------------------------------------------------------- Seale and Beers, CPAs, on September 9, 2009, gave written notice of withdrawal as the independent auditors for NowAuto Group, Inc. The Board of Directors of the Company and its Audit Committee accepted the withdrawal. As Seale and Beers served for only a short time, they did not issue any reports on the Company's financial statements. During the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale and Beers whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Seale and Beers' satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements. The Company is activity seeking a new engagement and expects to retain a new firm within the next few days. As reported by the Troubled Company Reporter on September 8, 2009, NowAuto Group said because of the change in auditor and the sanctions placed against Moore & Associates Chartered, its independent registered public account firm, the Company's Financial Statements for the period ending June 30, 2008 should not be relied on. The Company had said Seale & Beers is re-auditing the Financial Statements for the period ending June 30, 2009. A restatement due to an error in accounting estimate is expected. All subsequent reports will be restated as a result. On August 7, 2009, NowAuto Group's Board of Directors dismissed Moore. On the same date, NowAuto Group engaged Seale and Beers as its new independent registered public account firm. The Board of Directors of NowAuto Group and its Audit Committee approved of the dismissal of Moore and the engagement of Seale and Beers as its independent auditor. NowAuto Group said none of the reports of Moore on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that NowAuto Group's audited financial statements contained in its Form 10-K for the fiscal year ended June 30, 2008, a going concern qualification in the Company's audited financial statements. During NowAuto Group's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Moore whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moore's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements. The dismissal was made in anticipation of sanctions taken by the Public Company Accounting Oversight Board against Moore. On August 27, 2009, the PCAOB revoked the registration of Moore because of violations of PCAOB rules and auditing standards in auditing financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non-cooperation with a Board investigation. Based in Tempe, Ariz., NowAuto Group Inc. (OTC BB: NAUG) -- http://www.nowauto.com/-- operates three buy-here-pay-here used vehicle dealerships in Arizona. The company manages all of its installment finance contracts and purchases installment finance contracts from a select number of other independent used vehicle dealerships. Through its subsidiary, NavicomGPS Inc., the company markets GPS tracking devices, primarily to independent used vehicle dealerships. NTK HOLDINGS: SpeakerCraft Won't Be Included in NTK Bankruptcy -------------------------------------------------------------- Christine Persaud at Marketnews.ca reports that SpeakerCraft CEO Jeremy Burkhardt has denied rumors that the Company is included in NTK Holdings Inc.'s bankruptcy. Marketnews.ca quoted Mr. Burkhardt as saying, "You guys are the first to approach me about this. SpeakerCraft runs and manages its own business and has no financial issues." NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc. entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. The Company will file its bankruptcy petition, together with a pre-packaged Chapter 11 plan following the conclusion of the solicitation period. The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. ORBITZ WORLDWIDE: S&P Assigns 'CCC+' Rating on Senior Unsec. Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'CCC+' ratings to Orbitz Worldwide Inc.'s (B/Negative/--) senior unsecured debt and subordinated debt. Orbitz could issue this debt under its $150 million shelf registration, which it filed on Sept. 4, 2009. The preliminary ratings are two notches lower than the corporate credit rating. These preliminary ratings are based on the '2' recovery rating on the company's $685 million (currently $672.5 million due to the termination of the $12.5 million commitment held by Lehman Bros. Commercial Paper Inc.) secured credit facilities (the only debt in its capital structure). The '2' recovery rating indicates substantial (70%- 90%) recovery of principal in the event of a payment default. The ratings on Orbitz reflect a highly leveraged financial profile, and the seasonal and cyclical nature of the travel industry. The ratings also incorporate the company's major position in on-line travel distribution and the stable cash flow this business typically generates. Orbitz, which is 57% owned by Travelport Holdings Ltd. (B-/Stable/--) as well as private investment funds that own and/or control Travelport's ultimate parent, is a leading on-line consumer travel company that owns a diverse group of brands, including Orbitz, CheapTickets, ebookers, and several others. Standard & Poor's could lower the ratings if Orbitz must replace or fund its $75 million letter of credit facility, or if operating losses or adverse legal judgments cause liquidity to consistently fall below $50 million. S&P could revise the outlook to stable if liquidity improved significantly from current levels due to an improved travel environment, resulting in higher revenues and earnings. Ratings List Orbitz Worldwide Inc. Corp. credit rating B/Negative/-- Ratings Assigned $150 mil. shelf registration Senior unsecured debt CCC+ (prelim) Subordinated debt CCC+ (prelim) PATRIOT CAPITAL: Termination Event on Securitization Facility ------------------------------------------------------------- Patriot Capital Funding, Inc., posted a net loss of $9,944,941 for three months ended June 30, 2009, compared with a net income of $3,675,880 for the same period in 2008. For six months ended June 30, 2009, the Company posted a net loss of $20,401,564 compared with a net loss of $231,895 for the same period in 2008. The Company's balance sheet at June 30, 2009, showed total assets of $302,540,169, total liabilities of $142,044,525 and a stockholders' equity of $160,495,644. The Company related that on April 3, 2009, a termination event occurred under the Company's second amended and restated securitization revolving credit facility with an entity affiliated with BMO Capital Markets Corp. and Branch Banking and Trust Company. As of the date, the Company had $157,600,000 outstanding under the Facility. On June 30, 2009, and Aug. 7, 2009, $137.4 million and $115.7 million, respectively, were outstanding under the Facility. As a result of the occurrence of the termination event under the Facility, the Company can no longer request additional advances under the Facility. In addition, the interest rate payable under the Facility increased from the commercial paper rate plus 1.75% to the prime rate plus 3.75%. As of the date hereof, the Company has not received any notice from the lenders. At June 30, 2009, the interest rate under the Facility was 7.0%. The Company said that it is in discussions with lenders to seek relief from certain of the terms of the Amended Securitization Facility, including the requirement under the Facility that the Company use all principal, interest and fees collected from the debt investments secured by the Facility to pay down amounts outstanding under the Facility within 24 months after the date of the termination event. In view of these matters, the Company adds that the realization of certain of the assets is dependent upon the Company's ability to meet its financing requirements, raise additional capital, and the success of its future operations. In addition, because substantially all of the Company's debt investments are secured by the Company's Amended Securitization Facility, the Company cannot provide any assurance that it will have sufficient cash and liquid assets to fund its operations and dividend distributions to its stockholders. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?44ae Patriot Capital Funding, Inc. (NASDAQ:PCAP) is a closed-end and non-diversified investment company. It is a specialty finance company that provides financing solutions to small- to mid-sized companies. The Company typically invests in companies with annual revenues between $10 million and $100 million, and companies, which operate in various industrial sectors. Going Concern Doubt On March 13, 2009, Grant Thornton LLP in New York City expressed substantial doubt about Patriot Capital Funding, Inc.'s ability to continue as a going concern after auditing the Company's financial statements for the fiscal years ended Dec. 31, 2008, and 2007. The auditor noted that the Company may not have sufficient cash and liquid assets to fund its normal operations. Therefore, the Company may not be able to realize its assets and settle its liabilities in the ordinary course of business. PILGRIM'S PRIDE: Agreement to Resolve F&S Produce's PACA Claim -------------------------------------------------------------- Pilgrim's Pride Corp. and its affiliates sought and obtained the Court's authority, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, to enter into a letter agreement with F & S Produce Co., Inc., to resolve a certain claim asserted by F & S under the Perishable Agricultural Commodities Act. As of the Petition Date, the Debtors' records reflected several outstanding unpaid invoices from F & S dated on or after October 16, 2008, in the aggregate amount of $253,980. All of the Invoices were claims for payment by F & S for deliveries to the Debtors of diced celery. On December 3, 2008, the Court entered the Critical Vendors Order authorizing the Debtors to pay certain Critical Vendors. The Debtors paid F & S $77,857, which was the amount of the Claim that arose from deliveries of diced celery to the Debtors within 20 days of the Commencement Date. The Debtors' payment of F & S' 503(b)(9) Amount gave F & S a claim balance of $176,123. On December 10, 2008, F & S delivered a letter to the Debtors stating that it had delivered "perishable agricultural commodities" to the Debtors and that those goods were "subject to the statutory trust authorized by Section 5(c) of the Perishable Agricultural Commodities Act of 1930. Accordingly, F & S has asserted that the Claim Balance should immediately be paid in full. PACA protects suppliers and sellers of produce by regulating certain entities, namely those that qualify under PACA as "commission merchant[s]," "broker[s]," or "dealer[s]," in their transactions with produce suppliers. F & S asserts that the Debtors are a "commission merchant, dealer, or broker," and that F & S's diced celery is a "perishable agricultural commodity." Accordingly, F & S alleges that the celery and any proceeds therefrom should be held in trust for F & S and not be property of the Debtors' estates until the Claim Balance has been paid in full. The Debtors dispute that PACA applies to the Claim. Even if the diced celery is a perishable agricultural commodity, the Debtors dispute that their businesses are the kind of businesses that Congress intended to regulate when it enacted PACA. To avoid protracted litigation on this issue, however, the Debtors have determined that it is in the best interests of their estates to resolve with F & S the dispute regarding the Claim Balance on the terms set forth in the Agreement. The salient terms of the Agreement are: * The Debtors will pay F & S $140,000 within 15 calendar days of entry of a final non-appealable order granting this Motion. * Upon receipt of the Payment from the Debtors, the Claim, the Claim Balance and the Invoices will be deemed satisfied in full, and F & S will have no further rights against the Debtors or their estates in connection therewith. * The Parties agree that nothing in the Agreement will be an acknowledgment or admission that PACA does or does not apply to the Claim. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. 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. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: Court OKs to Pay Fees for $1.65BB Exit Financing ----------------------------------------------------------------- The Chapter 11 cases of Pilgrim's Pride Corporation and its debtor affiliates have progressed on track and it is in their goal to confirm a plan of reorganization and exit bankruptcy by the end of 2009. Accordingly, the Debtors are currently working with certain of their existing lenders to establish an exit financing facility. Because the Debtors anticipate the need for a substantial exit financing facility, the Debtors believe that a loan syndicate is the best option to obtain that financing. To that end, the Debtors have engaged the assistance of CoBank, ACB, and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York Branch, to structure and arrange the exit financing facility and to use their best efforts to form a syndicate of financial institutions to provide financing for any exit credit facility pursuant to the terms of a mandate letter and mandate fee letters, and, upon execution, a commitment letter and commitment fee letters. After due consideration, Judge Michael Lynn has authorized the Debtors' entry into the Mandate Letter, Commitment Letter, and Fee Letters, Subject Fees. The Debtors entered into the Mandate Letter, dated July 21, 2009, by and among PPC, To-Ricos, Ltd., To-Ricos Distribution, Ltd., CoBank, and Rabobank setting forth the terms and conditions on which CoBank and Rabobank will structure, arrange, and syndicate a credit facility to provide exit financing to the Debtors in connection with a plan of reorganization. Pursuant to the Mandate Letter, CoBank and Rabobank will structure, arrange and syndicate a senior revolving, term A and term B credit facility in an aggregate principal amount of up to $1,650,000,000 for the Debtor Parties, pursuant to exit financing being provided in connection with a plan of reorganization of the Debtors. CoBank and Rabobank and, to the extent they are appointed, other institutions will serve as joint lead arrangers to form a syndicate of financial institutions, in consultation with and reasonably acceptable to the Debtor Parties, to provide the financing for the Credit Facility. The Mandate Letter provides that CoBank will serve as the sole and exclusive administrative agent for the Credit Facility, and CoBank and Rabobank will serve as joint syndication agents. However, neither the Mandate Letter nor the Mandate Fee Letters constitute a commitment by CoBank or Rabobank or any of their affiliates to provide or underwrite any portion of the Credit Facility. The Mandate Letter further provides that the arrangements with CoBank and Rabobank will be on an exclusive basis through September 15, 2009, and that during that period the Debtor Parties will not solicit, initiate, entertain, or permit any discussions in respect of the offering, placement, or arrangement of any competing senior credit facility or facilities of the Debtor Parties. The Mandate Letter contains customary provisions for loan syndication arrangements, including an obligation of the Debtor Parties to cooperate with and assist CoBank and Rabobank in their efforts to syndicate an exit facility. The Mandate Letter also requires the Debtor Parties, subject to approval by the Court, to pay the Joint Lead Arrangers, any additional Joint Lead Arrangers, the Joint Syndication Agents and an institution for the Credit Facility the nonrefundable fees set forth in the Mandate Fee Letters and to reimburse CoBank and Rabobank and their respective affiliates for all reasonable and documented out of pocket expenses incurred in connection with the Credit Facility and any related documentation and administration. The Mandate Letter further provides for the Debtor Parties to indemnify each Lender Party and its affiliates, as well as their officers, directors, employees, advisors and agents, against all claims and liabilities to which any the Indemnified Person may become subject, in connection with the Mandate Letter, the Credit Facility, the use of the Facility's proceeds, or any related transaction. A full-text copy of the Mandate Letter is available for free at http://bankrupt.com/misc/ppc_mandateletter.pdf Upon execution, the Commitment Letter will supersede the Mandate Letter. The Commitment Letter contains substantially the same terms as the Mandate Letter except that it: (a) provides that CoBank and Rabobank collectively will commit a portion of the Credit Facility; (b) extends the exclusivity period for the Joint Lead Arrangers to provide the exit financing from September 15, 2009, to December 31, 2009; and (c) authorizes the lenders providing the exit financing to condition their commitments to provide that financing upon (i) certain additional conditions relating to the Debtor Parties' delivery of satisfactory information regarding their corporate structure, capital structure, debt instruments, material agreements, governing documents and financial condition, subject to the approval of the Debtor Parties; and (ii) delivery of certain due diligence information within the time periods set forth in the Commitment Letter. A draft copy of the Commitment Letter is available for free at: http://bankrupt.com/misc/ppc_exitletter.pdf Fee Letters In connection with the entry to the Mandate and Commitment Letters, the Debtors ask the Court to approve: -- an administrative agent fee letter with CoBank; -- a collateral agent fee letter with CoBank and Rabobank; -- a joint lead arranger fee letter with CoBank and Rabobank; -- a joint syndication agent fee letter with CoBank and Rabobank; and -- commitment fee letters. The Joint Syndication Agent Mandate Fee Letter provides that, following entry of an order authorizing the Debtor Parties to enter into the Mandate Letter and Mandate Fee Letters, the Debtors must pay certain fees to each Joint Syndication Agent provided that, among other things, the Debtor Parties, CoBank and Rabobank have entered into the Commitment Letter and Commitment Fee Letters. In addition, the Mandate Fee Letters provide for additional amounts to be paid by the Debtors prior to December 31, 2009, if other conditions are met. The Joint Lead Arranger Mandate Fee Letter and Joint Syndication Agent Mandate Fee Letter provide that the full amount of the arranger and syndication fees under those documents must be paid if the Lender Parties are willing to provide financing on terms substantially similar to those contemplated in the term sheet attached to the Mandate Letter and the Debtor Parties do not accept the financing but consummate exit financing with another party. Upon execution of the Commitment Letter, the Commitment Fee Letters will supersede the Mandate Fee Letters. The Commitment Fee Letters do not alter the amount of fees that would otherwise have been paid pursuant to the terms of the Mandate Fee Letters; that is, the fees the Debtors are obligated to pay remains unchanged by the superseding of the Mandate Fee Letters by the Commitment Fee Letters, although the Commitment Fee Letters do contain certain insubstantial changes to the Mandate Fee Letters. The Debtors seek the Court's authority to pay fees and expenses pursuant to the terms set forth in the Mandate Letter, Commitment Letter, and Fee Letters. Because the Fee Letters contain proprietary information, the Debtors have not described in detail the fee arrangements set forth in the Fee Letters. The Debtors seek the Court's authority to file the Fee Letters under seal so that the specific fee arrangements may be disclosed to the Court, the United States Trustee and to the statutory committees appointed in theses Chapter 11 cases who have executed appropriate confidentiality agreements. Mayer Brown LLP represents the Administrative Agent and the Joint Lead Arrangers. Mayer Brown is located at: 1675 Broadway New York, NY 10019-5820 Tel: (212) 506-2500 Fax: (212) 262-1910 About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. 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. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. PILGRIM'S PRIDE: Presents Agreements With Labor Unions ------------------------------------------------------ Pursuant to Section 363(b) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, Pilgrim's Pride Corp. and its affiliates ask the Court to approve the terms of certain agreements, which modify the terms of the Debtors' collective bargaining agreements with the United Food and Commercial Workers International Union and various local affiliates, including the Retail, Wholesale, and Department Store; the United Steel workers International Union and its local union 15120; and the Baker, Confectionery, tobacco workers and Grain Millers International Union and its local union 42. The Debtors also seek the Court's authority to perform their obligations with respect to the agreements. The Debtors are in the process of developing a business plan that will serve as the basis of their reorganization, which plan depends on some modifications with respect to the terms of the CBAs. The Debtors believe that entry into modified and successor agreements with respect to all CBAs would result in increased stability with respect to both labor and costs during the post- bankruptcy period to the benefit of the Debtors' businesses and, thereby, all parties-in-interest. The Unions, according to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, are willing to agree to the proposed modifications of the terms of the CBAs in exchange for, among other things, an agreement by the Debtors to seek approval of the same and to waive their right to seek further modifications or rejection of the CBAs pursuant to section 1113 of the Bankruptcy Code. The Unions have also sought assurances that these agreements will be assumed under a plan of reorganization. The salient terms of the Agreements are: (a) Modifications of the obligations of PPC and its union-represented workers with regard to hours of work and payment of overtime; (b) Modifications of PPC's obligations with regard to providing health and welfare benefits; (c) Standardization of the work week to 12:01 a.m. Sunday through the following Saturday at midnight; (d) Temporary suspension of the cash component of PPC's driver recognition program; (e) Suspension of PPC's tuition reimbursement program until the plan of reorganization becomes effective; (f) Implementation of an "E-Payroll" system; (g) Standardization of the number of paid holidays; (h) Provision for certain raises over the course of the Agreements, or, in certain cases of the Open CBAs, provide certain retroactive raises, $100,000 in fees for the Union's professional advisors subject to review of invoices by PPC, with all current agreements expiring during the remainder of 2009 and 2010 extended for an additional two years from expiration; (i) Provision for a waiver of PPC's right to seek rejection or modification of any of the Agreements pursuant to any provision of the Bankruptcy Code including Section 1113; and (j) Provision that any plan of reorganization will provide for the assumption of the Agreements as they modify the current CBAs and exculpation provisions for the unions equivalent to those provided for the Debtors and their employees, officers, etc.; that the Agreements will become effective immediately upon approval by the Bankruptcy Court; that any plan of reorganization for the Debtors will provide for assumption of the Agreements as they modify the current CBAs; and the Debtors agree that they will not file, sponsor or support confirmation of a plan of reorganization that does not provide for assumption of the Agreements. The terms of PPC's settlement with the UFCW are memorialized in an agreement dated June 30, 2009, a full-text copy of which is available for free at: http://www.bankrupt.com/misc/PPC_UFCW_stlmnt.pdf At PPC's Batesville, Arkansas facility, certain employees are represented by the IBT. The terms and conditions of employment for the IBT-represented employees are governed by a joint CBA that applies both to IBT-represented employees and UFCW- represented employees. However, the IBT-represented employees have failed to ratify the modifications agreed to by the UFCW to their joint UFCW/IBT CBA. The modifications agreed to by the UFCW will not be applied to the IBT-represented employees at this time. The terms of PPCs settlement with the USW are memorialized in an agreement dated July 2, 2009, a full-text copy of which is available for free at: http://bankrupt.com/misc/PPC_USW_stlmnt.pdf The terms of PPC's settlement with the BCTW are memorialized in an agreement dated August 21, 2009 a full-text copy of which is available for free at: http://bankrupt.com/misc/PPC_BCTW_stlmnt.pdf As a result of the Debtors' proposed modifications, the Debtors anticipate annual cost savings of approximately $23,400,000. Approximately half of this estimated annual cost savings is directly attributable to the modified CBAs, Mr. Youngman tells the Court. The remaining half is attributable to company-wide changes to PPC's health benefits which are made possible by the modified CBAs with the Unions. The Court will convene a hearing to consider this motion on October 13, 2009. Objections will be due by October 6. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. 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. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. Committee has not expressed an opinion. PILGRIM'S PRIDE: Proposes to Set Up FY2009 Performance Bonus Plan ----------------------------------------------------------------- Pilgrim's Pride Corp. and its affiliates ask the Court to (i) approve the FY2009 Performance Bonus Plan and (ii) authorize the Debtors to implement the FY2009 Performance Bonus Plan. Pursuant to the Court's December 2, 2008 Order, the Debtors are authorized to enter into and implement two plans providing performance-based compensation to certain employees, namely, the Performance Improvement Plan and the Key Employee Incentive Compensation Agreements. The Debtors' Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents, and Senior Vice Presidents, according to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, are not qualified to participate in the PIP, and most of the Debtors' SVPs are not party to an Incentive Agreement. In addition, eligibility for awards under the existing PIP and Incentive Agreements is not conditioned on either the Debtors' businesses achieving specified profit levels, nor on the Debtors' emergence from bankruptcy, Mr. Youngman tells the Court. The Debtors believe that their reorganization would benefit if certain additional key employees were eligible to receive bonuses specifically conditioned upon achieving specified target levels of profits and on the Debtors' emergence from bankruptcy. Each Key Employee that is eligible for an award under the FY2009 Performance Bonus Plan will receive a cash bonus that is equal to the employee's pro rata share of a pool equal to the sum of (i) $2.6 million, plus (ii) 4% of any portion of the Debtors' EBITDAR for the third and fourth fiscal quarters of FY2009 that exceeds $225 million, plus (iii) the aggregate amount of the payments that would become payable under the PIP and the Incentive Agreements, assuming the performance criteria and conditions to payment were satisfied under these arrangements. According to Mr. Youngman, each Key Employee's pro rata share of the total pool available to Key Employees under the Performance Bonus Plan will be based on the factor of the individual's target bonus percentage, as set by the Debtors' Board of Directors, multiplied by the amount of the employee's annualized base salary accrued with respect to FY2009. The FY2009 Performance Bonus Plan also provides that if the Debtors' EBITDAR for the third and fourth quarters of FY2009 meets or exceeds $325 million, each award pursuant to the plan will be equal to an amount that is at least 100% of the applicable Key Employee's FY2009 Bonus Factor, Mr. Youngman stresses. Key Employees eligible to participate in two or more of the FY2009 Performance Bonus Plan, the PIP and the Incentive Agreements will only receive the highest of the award values; the bonuses under the three schemes are not cumulative, he stresses. The Debtors recognize that short-term incentive goals play an integral part in aligning employee interests with a business' success. Incentive compensation is the component that can most directly influence individual decision making, Mr. Youngman contends. The Debtors determined that the potential awards under the FY2009 Performance Bonus Plan will align Key Employees' interests with those of the Debtors' creditors and equity interest holders. This incentive compensation will drive overall results, he assures the Court. The Court will convene a hearing to consider approval of the motion on September 29, 2009, at 10:30 a.m. Central Time. Responses will be due by September 22. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. 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. A nine-member committee of unsecured creditors has been appointed in the case. As of December 27, 2008, the Company had $3,215,103,000 in total assets, $612,682,000 in total current liabilities, $225,991,000 in total long-term debt and other liabilities, and $2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. POWER EFFICIENCY: AP Finance Discloses 8.9% Equity Stake -------------------------------------------------------- AP Finance LLC disclosed its ownership of 3,974,276 shares -- or roughly of 8.9% -- of common stock of Power Efficiency Corporation. The number of shares beneficially owned includes 400,000 shares of common stock issuable upon conversion of preferred stock and 815,327 shares of common stock issuable upon exercise of warrants owned by Power Efficiency Corp. Meanwhile, Power Efficiency filed with the Securities and Exchange Commission its PowerPoint presentation used at the Rodman & Renshaw Annual Global Investment Conference in New York, September 9 to 11, 2009. A full-text copy of the presentation is available at no charge at http://ResearchArchives.com/t/s?44ad About Power Efficiency Headquartered in Las Vegas, Nevada, Power Efficiency Corporation (OTCBB: PEFF.OB) -- http://www.powerefficiency.com/-- is a clean tech company focused on efficiency technologies for electric motors. The Company has developed a patented and patent-pending technology platform, called E-Save Technology, which has been demonstrated in independent testing to improve the efficiency of electric motors by up to 35% in appropriate applications. As of June 30, 2009, the Company had $3,130,846 in total assets and $1,637,538 in total liabilities. The audit report dated March 30, 2009, Sobel & Co., LLC, the Company's former independent registered public accounting firm -- which was included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008 -- noted that the Company "has suffered recurring losses from operations, and the Company has experienced a deficiency of cash from operations. These matters raise substantial doubt as to the Company's ability to continue as a going concern." As reported by the Troubled Company Reporter, Power Efficiency dismissed Sobel & Co. On April 27, the Company's audit committee approved the engagement of BDO Seidman, LLP, as its new independent registered public accounting firm. In its quarterly report filed with the Securities and Exchange Commission on Form 10-Q for the period ended June 30, 2009, the Company said it suffered recurring losses from operations, and a recurring deficiency of cash from operations, including a cash deficiency of roughly $1,585,000 from operations, for the six months ended June 30, 2009, and lacks sufficient liquidity to continue its operations. "These factors raise substantial doubt about the Company's ability to continue as a going concern," Power Efficiency said. Power Efficiency said continuation of the Company as a going concern is dependent upon achieving profitable operations in the long-term and raising additional capital to support existing operations for at least the next 12 months. Management's plans to achieve profitability include developing new products, obtaining new customers and increasing sales to existing customers. QPC LASERS: Jack Ehrenhaus Appointed as Director and CEO -------------------------------------------------------- Jack Ehrenhaus was appointed to the Board of Directors of QPC Lasers Inc. and the Board appointed him as the Chief Executive Officer on August 28 2009. Jeffrey Ungar resigned as an officer and director of the Company. Pursuant to ceasing operations and disposition of assets on June 1, 2009; the Company plans to no longer engage in the laser manufacturing business. The Board of Directors is currently engaged in restructuring the capitalization of the Company and generating a new business plan. QPC Lasers designed and manufactured laser diodes through its wholly owned subsidiary, Quintessence Photonics Corporation. Quintessence was incorporated in November 2000 by Jeffrey Ungar, Ph.D. and George Lintz, MBA. The Founders began as entrepreneurs in residence with DynaFund Ventures in Torrance, California and wrote the original business plan during their tenure at DynaFund Ventures from November 2000 to January 2001. The business plan drew on Dr. Ungar's 17 years of experience in designing and manufacturing semiconductor lasers and Mr. Lintz's 15 years of experience in finance and business; the primary objective was to build a state of the art wafer fabrication facility and hire a team of experts in the field of semiconductor laser design. The Company anticipates that it will in the near future file for protection under Chapter 7 of the federal bankruptcy laws and that its common stock will have no value after liquidation of the Company is completed. RAQUEL WOOLIN: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Journal Raquel Woolin has filed for Chapter 11 bankruptcy protection, listing $6.4 million in secured debts and $1 million to $10 million, which included a $7.4 million, 2.5-acre estate. Paul Brinkmann at South Florida Business Journal reports that the estate had been listed for sale at $17 million. Business Journal relates that a judgment lien of $3.8 million by Commercial Bridge Loan Fund Group LLC is listed among the claims against Ms. Woolin. Raquel Woolin is the widow of real estate developer husband Martin Woolin. RARE RESTAURANTS: Moody's Withdraws 'Caa2' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service withdrew all ratings for Rare Restaurants Group, LLC, for business reasons. These ratings have been withdrawn: * Corporate Family Rating -- Caa2 * Probability of Default Rating -- Caa2 * $100 million senior secured notes -- Caa2 (LGD-3, 45%) * Negative rating outlook The last rating on Rare occurred on December 18, 2008, when Moody's downgraded its CFR to Caa2 from Caa1. Rare Restaurant Group, LLC, owns and operates seven premium fine dining steakhouse and seafood restaurants under the Mastro's Steakhouse and Mastro's Ocean Club Fish House brand. For the trailing twelve months ended June 24, 2009, the company reported net sales of approximately $65 million. RATHGIBSON INC: S&P Withdraws 'D' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Lincolnshire, Illinois-based tubing products manufacturer RathGibson Inc., including the 'D' corporate credit rating. The company filed for Chapter 11 bankruptcy protection on July 13, 2009. READER'S DIGEST: Has New Organization for U.S. Businesses --------------------------------------------------------- The Reader's Digest Association, Inc., on September 14 announced a series of changes to its United States business organization designed to accelerate growth and efficiency. Suzanne Grimes, currently President, Food & Entertaining, was named President of a new division called U.S. Affinities that will comprise her present division plus the Home & Garden affinity. Alyce Alston, currently President, Home & Garden and Health & Wellness, was named President, Emerging Businesses, a new division responsible for developing and launching new businesses throughout RDA. Reader's Digest Community, a division focused on growing and nurturing the Reader's Digest brand, magazine and related products, will continue to be led by Eva Dillon, President, apart from the affinity structure. Mary G. Berner, President and Chief Executive Officer, said the changes are designed to build upon gains achieved since the company first adopted a U.S. affinity structure in 2007 that enabled it to leverage similar businesses, building multi-platform communities of consumers around the content of leading brands. Ms. Berner said the structure has helped the company grow advertising market share and build customer communities, strengthening relations with both consumers and advertisers. These new moves are intended to enable us to bring our U.S. affinities closer together under one organization to drive growth and efficiency, as well as enhance collaboration, effectiveness and best practices among the various teams, said Ms. Berner. Going forward, a single organization will lead and support our U.S. affinity businesses, building around brands like Allrecipes.com, Every Day with Rachael Ray, Taste of Home, Birds & Blooms, and The Family Handyman. A single leadership team will also oversee advertising and the establishment of strong division- wide, customer-focused marketing programs. At the same time, Ms. Berner said that RDA plans to more aggressively pursue growth initiatives, thereby creating greater opportunity for new business development, hence the increased focus on this area. The new Emerging Businesses division led by Alyce Alston will create, test and grow new businesses from incubation to launch. This team in keeping with our goal to create content that consumers receive how, when and in what form they want will create content for use in all RDA channels and platforms, Berner said. Neil Wertheimer, Editor, Home & Garden and Health & Wellness, becomes Vice President and Editor-in-Chief, Emerging Businesses and Content Development, reporting to Alston. Weekly Reader Publishing Group and the U.S. direct-mail books business will continue to report to her as well. Reader's Digest Community, led by Eva Dillon, President, will continue to nurture, grow and develop Reader's Digest, the company's flagship brand. The goal is to leverage the Reader's Digest magazines, books, music and digital divisions to build new generations of customers around its unique ability to explain, inspire, engage and simplify. As previously announced, the division is continuing its transformation into an innovative multi-media brand by delivering content to users through expanded digital and print investments and the development of new mobile, video and multi-media applications. A full suite of products will be launched over the next year, branded "Reader's Digest Version," to capitalize on the brand's unparalleled expertise in producing condensed, accessible and useful information. The division also announced plans to launch Best You, a multi-platform community for women 40+, in spring 2010. Ms. Grimes has served as President, Food & Entertaining, since March 2007, responsible for brands including Allrecipes.com, Every Day with Rachael Ray and the Taste of Home portfolio of assets. She joined RDA from Condi Nast, where she was Senior Vice President of the Condi Nast Media Group (CNMG), responsible for corporate advertising sales across a portfolio of 30 consumer magazines and related digital businesses. The assets included Vogue, Vanity Fair, Gourmet, Bon Appetit and Condi Net, which included Epicurious and other interactive assets. Prior to joining CNMG, she was Vice President and Publisher of Glamour magazine, Vice President and Publisher of Allure magazine and the founding Publisher of Women's Sports and Fitness. Prior to Condi Nast, she was Senior Vice President and Publisher of TV Guide, at News Corporation. Ms. Alston joined RDA in April 2007 as President of Home & Garden and Health & Wellness. Ms. Alston and her teams have developed a strong content-development capability, creating, testing and launching new brands, platforms and business models including Purpose Driven Connection, Best You, Fresh Home, Dollar Savvy and Puzzles & Prizes. Prior to joining RDA, she was CEO of De Beers Diamond Jewellers US, Inc. Earlier, Ms. Alston was Group Publisher of W, W Jewelry, and Vitals magazines at Fairchild's Condi Nast Publications. Prior to going to Fairchild, Alston was the Publisher of O, The Oprah Magazine and Publisher of YM, and held posts at Allure, MCI/NewsCorp. Interactive and TV Guide. Ms. Dillon joined RDA in April 2007 as President, Reader's Digest Community, responsible for the flagship magazine, Reader's Digest, Reader's Digest Large Print edition, Reader's Digest Trade Books division, Select Editions continuity books series, and Reader's Digest Music. She joined RDA from Condi Nast, having served as Vice President and founding Publisher of Cookie magazine. Previously, she was Vice President, Publisher of Jane, Associate Publisher of Glamour and held posts at TV Guide, YM, Vogue, Harper's Bazaar, and The New Yorker. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Chapter 7 Trustee Professionals' Fee Applications ------------------------------------------------------------ These professionals that rendered services to Albert Togut, as Chapter 7 Trustee overseeing the liquidation of Refco LLC, ask the Court to award them fees and reimburse their expenses for the fee period from November 1, 2008, to June 30, 2009: Professional Fees Expenses ------------ -------- -------- Jenner & Block LLP $531,181 $19,585 Refco Trustee's Attorney Bridge Associates LLC 292,352 7,796 Trustee's Financial Advisors Togut, Segal & Segal LLP 194,204 2,299 General Bankruptcy Counsel Neal, Gerber & Eisenberg LLP 126,779 526 Special Counsel Henderson & Lyman 1,400 36 Special Counsel Carl W. Gilmore, as expert with the Refco LLC Trustee's objection to Richard Goodman's Claim No. 160, also seeks the allowance of fees, totaling $34,300, and reimbursement of expenses, totaling $884, for the final fee period from June 1, 2008 to February 6, 2009. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RUTH SORIAL: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ruth Sorial 7923 Gainford St Downey, CA 90240 Bankruptcy Case No.: 09-34535 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Jason Boyer, Esq. The Law Office of Jason Boyer PO Box 2729 Venice, CA 90294-2729 Tel: (213) 219-9953 Fax: (213) 402-3008 Email: jasonjboyer@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of Ms. Sorial's petition, including a list of her 5 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-34535.pdf The petition was signed by Ms. Sorial. SAMSONITE STORES: Simon Property, 2 Others in Creditors Committee ----------------------------------------------------------------- Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Samsonite Company Stores LLC. The Creditors Committee members are: 1. Simon Property Group Attn: Ronald Tucker 225 W. Washington St. Indianapolis, IN 46204 Tel: (317) 263-2346 Fax: (317) 263-7901 2. Heritage Travelware Attn: Sue Wallentin 430 Kimberly Drive Carol Stream, IL 60188 Tel: (630) 614-7034 Fax: (630) 614-7035 3. Travelon, Inc. Attn: John Saltarski 700 Touhy Ave. Elk Grove Village, IL 60007 Tel: (847) 621-7051 Fax: 847-621-7001 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Samsonite Company Stores Samsonite Corp. is the worldwide leader in superior travel bags, luggage and accessories, combining notable style with the latest design technology and the utmost attention to quality and durability. In 2006 and 2007, the Company had sales of $1.1 billion and $1.2 billion, respectively. Offering superior travel bags, luggage and accessories, under the Samsonite, Samsonite Black Label, and American Tourister brands, Samsonite Company Stores LLC operates full-price and outlet stores in 38 states across the U.S. The Company is a wholly-owned subsidiary of Samsonite Corporation. As of July 31, 2009, Company Stores leased 173 retail stores in the United States located in 38 states. It employs approximately 650 people and had sales of $112 million and $108.1 million in 2007 and 2008, respectively. As of July 31,2009, it had $233 million in total assets and $1.5 billion in total liabilities. Samsonite Company Stores filed for Chapter 11 on September 2, 2009 (Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The case has been assigned to Judge Peter J. Walsh. SAMSONITE STORES: Court Approves Epiq as Claims and Noticing Agent ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Samsonite Company Stores LLC to employ Epiq Bankruptcy Solutions, LLC as notice and claims agent. Epiq is expected to, among other things: a) perform certain noticing functions; and b) assist the Debtor in analyzing and reconciling proofs of claim filed against the Debtors' estate. Daniel E. McElhinney, tells the Court that Epiq received a $25,000 retainer in payment for its services. Mr. McElhinney assures the Court that Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Samsonite Corp. is the worldwide leader in superior travel bags, luggage and accessories, combining notable style with the latest design technology and the utmost attention to quality and durability. In 2006 and 2007, the Company had sales of $1.1 billion and $1.2 billion, respectively. Offering superior travel bags, luggage and accessories, under the Samsonite, Samsonite Black Label, and American Tourister brands, Samsonite Company Stores LLC operates full-price and outlet stores in 38 states across the U.S. The Company is a wholly-owned subsidiary of Samsonite Corporation. As of July 31, 2009, Company Stores leased 173 retail stores in the United States located in 38 states. It employs approximately 650 people and had sales of $112 million and $108.1 million in 2007 and 2008, respectively. As of July 31,2009, it had $233 million in total assets and $1.5 billion in total liabilities. Samsonite Company Stores LLC filed for Chapter 11 on September 2, 2009 (Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The case has been assigned to Judge Peter J. Walsh. SAMSONITE STORES: Section 341(a) Meeting Scheduled for October 14 ----------------------------------------------------------------- Roberta DeAngelis, Acting U.S. Trustee for Region 3, will convene a meeting of creditors in Samsonite Company Stores's Chapter 11 case on Oct. 14, 2009, at 10:00 a.m. The meeting will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Samsonite Corp. is the worldwide leader in superior travel bags, luggage and accessories, combining notable style with the latest design technology and the utmost attention to quality and durability. In 2006 and 2007, the Company had sales of $1.1 billion and $1.2 billion, respectively. Offering superior travel bags, luggage and accessories, under the Samsonite, Samsonite Black Label, and American Tourister brands, Samsonite Company Stores LLC operates full-price and outlet stores in 38 states across the U.S. The Company is a wholly-owned subsidiary of Samsonite Corporation. As of July 31, 2009, Company Stores leased 173 retail stores in the United States located in 38 states. It employs approximately 650 people and had sales of $112 million and $108.1 million in 2007 and 2008, respectively. As of July 31, 2009, it had $233 million in total assets and $1.5 billion in total liabilities. Samsonite Company Stores filed for Chapter 11 on September 2, 2009 (Bankr. D. Del. Case No. 09-13102). Attorneys at Young Conaway Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison LLP serve as bankruptcy counsel to the Debtor. Hilco Merchant Resources LLC is liquidation agent. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The case has been assigned to Judge Peter J. Walsh. SEMGROUP LP: Canadian Creditors' Meeting Adjourned to October 8 --------------------------------------------------------------- At the application of the Canadian units of SemGroup L.P., Madame Justice Romaine in the Court of Queen's Bench of Alberta Judicial District of Calgary entered an order on September 3, 2009, adjourning a Meeting of the Ordinary Creditors. The Canadian Creditors' Meeting was previously scheduled for September 10, 2009. The Canadian Creditors' Meeting will be held on October 8, 2009, at Osler, Hoskin & Harcourt LLP, in 2500, 450 -1st Street SW, Calgary, AB T2P 5H1. Madame Justice Romaine adjourned until further date the sanctioning of the Debtors' CCAA Plans, previously scheduled for September 16, 2009. Thus, if the CCAA Plans are approved by the required majority of the Canadian Debtors' affected creditors, the Canadian Debtors may bring a motion to the Court on October 26, 2009, seeking separate orders sanctioning each of the CCAA Plans. About SemGroup L.P. SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). 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, represent the Debtors in their restructuring efforts. 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 November 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. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: CCAA Cases is Foreign Main Proceeding for SemCanada ---------------------------------------------------------------- At SemCanada Crude Company, SemCAMS ULC, CEG Energy Options, Inc., A.E. Sharp Limited, and SemCanada Energy Company' request, Judge Shannon of the U.S. Bankruptcy Court for the District of Delaware recognized on August 27, 2009, the CCAA Proceedings as "foreign main proceedings" under Chapter 15 of the U.S. Bankruptcy Code. Judge Shannon authorized in full force and effect the Canadian Meetings Order, as amended, entered by the Hon. Madame Justice Romaine in the Court of Queen's Bench of Alberta Judicial District of Calgary. Judge Shannon further found that Ernst & Young, Inc., the Applicants' Canadian Companies' Creditors Arrangement Act monitor appointed by the Hon. Madame Justice Romaine is a person within the meaning of Section 101(14) of the Bankruptcy Code and is the duly appointed foreign representative of each member of the SemCanada Group under Section 101(14). About SemGroup L.P. SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). 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, represent the Debtors in their restructuring efforts. 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 November 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. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Producers Committee Wants Chapter 11 Trustee --------------------------------------------------------- The Official Producers' Committee in SemGroup L.P.'s cases asks the Bankruptcy Court to direct the appointment of a Chapter 11 trustee or an examiner for the estates of Debtors SemCrude, L.P., Eaglwing, L.P., and SemGas, L.P. Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, asserts that by recently "attacking" their schedules of assets and liabilities, as well as statements made in their previously Court-approved Disclosure Statement, and then filing amended Schedules to dispute every producer claim, the Debtors have raised serious and unshakable doubts regarding their fidelity to all creditors in their Chapter 11 cases. The Debtors' actions come as an "unfortunate" about-face after almost a year of painstakingly preparing schedules, not to mention the costs of more than $1 million incurred, with considerable input from the OPC and individual producers pursuant to the Reclamation Claims Procedures Order, Mr. Pernick points out. Mr. Pernick also reminds the Court that while a reorganization plan was being considered by creditors, the Debtors filed a new, radically altered plan on August 25, 2009. This new plan purports to offer Producers and other creditors under Section 503(b)(9) of the Bankruptcy Code a settlement offer of less than par on their priority Section 503(b)(9) Claims, which the Debtors had previously promised to pay in full as required by the Bankruptcy Code. The current plan structure requires an independent investigation of intercompany claims and transactions among the Debtors, he says. He further discloses that the OPC has identified serious discrepancies in the intercompany accounts, which would significantly affect the rights of any Debtors that are withdrawn from the plan, as well as those that remain. Against this backdrop, the Debtors' current management and their professionals have demonstrated, once and for all, their unsuitability to serve as a fiduciary for the Producer Debtors, the OPC insists. Thus, by this motion, the OPC seeks the appointment of a Chapter 11 Trustee to investigate the Debtors' Schedule Amendments, to investigate intercompany claims and transfers among the Producer Debtors, and to manage the Producer Debtors' affairs. In the alternative, the OPC seeks the appointment of an examiner to investigate intercompany claims and transfers, the Schedule amendments, the Plan amendment, and actions of the Debtors' management postpetition. Mr. Pernick asserts that cause exists for an immediate appointment of a Chapter 11 trustee under Section 1104(a)(1) based on the actions of the Debtors' management. He further notes that the appointment of an examiner is warranted because the Debtors have fixed, unliquidated, unsecured debts exceeding $5,000,000. In another filing, the OPC seeks the Court's permission to file under seal an unredacted copy of its Motion to Appoint, citing that the Motion to Appoint may contain certain information that is deemed confidential pursuant to a confidentiality agreement entered with the Debtors. The Court will convene a hearing on the OPC's Appointment Request on October 26, 2009, at 10:00 a.m. The parties will confer and agree on appropriate objection and reply deadlines regarding the motion. About SemGroup L.P. SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). 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, represent the Debtors in their restructuring efforts. 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 November 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. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: SemCAMS' Capital Expenditures Hiked to $47.5 Mil. -------------------------------------------------------------- Ernst & Young, LLP, the Court-appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act provided on August 26, 2009: * an update on the status of SemCAMS ULC, SemCanada Crude and SemCanada Energy Company, A.E. Sharp Ltd., and CEG Energy Options, Inc.; * an update on the U.S. proceedings of SemGroup, L.P. and the potential impact of recent U.S. events on the restructuring timeline for SemCAMS, SemCanada Crude and SemCanada Energy Companies; and * comments on SemCAMS' application to further amend the Amended and Restated Initial Order to increase the permitted capital expenditures of SemCAMS from $46.6 million to $47.5 million. The Monitor disclosed that certain producer creditors in the U.S. Proceedings obtained leave to appeal a decision granted on June 19, 2009, by the U.S. Bankruptcy Court for the District of Delaware concerning the limit of producer liens over the property of various affiliates of SemGroup. Accordingly, the U.S. Court of Appeals scheduled a hearing for the appeal on October 7, 2009. The Official Producers' Committee brought an application to continue or adjourn the confirmation hearing of the Second Amended Plan of Reorganization that was scheduled for hearing on September 16, 2009. Depending on the outcome of the OPC's Adjournment Motion, the Monitor noted that there may be an extended delay in the reorganization of SemGroup's business and affairs. Meanwhile, on August 25, 2009, the U.S. Debtors filed their Third Amended Joint Plan of Reorganization and its accompanying Disclosure Statement. Hearing on the Disclosure Statement is scheduled for September 24, 2009, and a hearing regarding confirmation of the Amended US Plan is scheduled for October 26, 2009. Moreover, as the timetable for the U.S. Proceedings has been revised as a result of the filing of the Amended U.S. Plan and may be subject to further delay as a result of the OPC's Adjournment Motion and the Producers' Appeal, the Canadian Debtors may bring an application to further amend the CCAA Plans and amend the Canadian Creditors' Meetings Order to coordinate with any revised timetable in the U.S. Proceedings and any further amendments to the U.S. Plan. In addition, the Monitor related that SemCAMS' capital expenditures will have remained within the existing Allowable SemCAMS Capital Expenditures limit until September 4, 2009. SemCAMS expects to incur an additional $900,000 in capital expenditures thereafter to October 31, 2009, causing total capital expenditures to be in excess of the current limit authorized by the Amended and Restated Initial Order. Based on its preliminary review of updated draft cash flow projections beyond October 2, 2009, the Monitor believed that SemCAMS will have sufficient cash flow to October 31, 2009, to meet all of its capital expenditure payment obligations if the increase in the Allowable SemCAMS Capital Expenditures limit being sought is approved. The Monitor further noted that the overall value of SemCAMS will be negatively affected if the other capital projects are not continued. A full-text copy of the Monitor's Report is available for free at http://bankrupt.com/misc/semgroup_Aug26MonitorReport.pdf * * * Madame Justice Romaine in the Court of Queen's Bench of Alberta Judicial District of Calgary entered an order on August 28, 2009, increasing SemCAMS' capital expenditures from $46,600,000 to $47,500,000. About SemGroup L.P. SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). 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, represent the Debtors in their restructuring efforts. 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 November 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. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: To Present Plan for Confirmation on October 26 ----------------------------------------------------------- SemCrude, L.P., its parent, SemGroup, L.P., and their debtor affiliates ask Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware to approve the Disclosure Statement explaining their Third Amended Joint Plan of Reorganization dated August 25, 2009, as containing adequate information pursuant to Section 1125 of the Bankruptcy Code. Objections to the Disclosure Statement, the Debtors propose, must be filed no later than 4:00 p.m. on September 17, 2009. The Court will consider approval of the Disclosure Statement on September 24, 2009 at 10:00 a.m. (Eastern Time). The Debtors ask the Court to approve to begin soliciting votes on their Third Amended Joint Plan of Reorganization in accordance with proposed solicitation schedule and protocol. Pursuant to the Second Amended Disclosure Statement Order dated July 20, 2009, the Court set July 22, 2009, as the voting record date for (i) purposes of determining which creditors are entitled to vote on the Plan, and (ii) for determining which creditors and equity interest holders in non-voting classes are entitled to receive an appropriate notice of non-voting status. The Debtors propose to set the hearing to consider confirmation of the Plan on October 26, 2009, which may be adjourned or continued from time to time by the Court without further notice. The Debtors propose to provide all parties-in-interest that receive a Solicitation Package with a notice of the confirmation hearing on or before September 26. Objections to confirmation of the Plan, or to proposed modifications to the Plan, if any, must be filed so as to be actually received no later than 4:00 p.m. (Eastern Time) on October 21, 2009. Third Amended Plan SemGroup, L.P., and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware on August 25, 2009, a Third Amended Joint Plan of Reorganization and the Disclosure Statement explaining that Plan. Under the Third Amended Plan, the Debtors expect their total available distributable value as of the Effective Date to be $2.354 billion, consisting of: * $1.019 billion in Cash, * $300 million in Second Lien Term Loan Interests, and * $1.035 billion in New Common Stock and Warrants. The $1.019 billion in Cash consists of (i) $618 million of Cash generated during the Debtors' Chapter 11 cases from the operations of the Debtors, which includes $112.4 million in restricted Cash, (ii) $164 million of Cash of the Canadian subsidiaries of SemGroup to be distributed pursuant to the Canadian Plans, (iii) $157 million in Cash from sales of assets by the SemGroup Companies and (iv) approximately $80 million of Cash expected to be received from the Canadian subsidiaries of SemGroup for crude settlements occurring after the Effective Date. In addition, the Debtors and Prepetition Lenders will contribute certain Causes of Action to the Litigation Trust. The Debtors will distribute interests in the Litigation Trust to the holders of certain Allowed Claims. The Debtors have not placed a value on the Litigation Trust. A full-text copy of the Third Amended Plan dated August 25, 2009, is available for free at: http://bankrupt.com/misc/semgroup_Aug25Plan.pdf A full-text copy of the Disclosure Statement explaining the Third Amended Plan is available for free at: http://bankrupt.com/misc/semgroup_Aug25DiscStat.pdf About SemGroup L.P. SemGroup, L.P., -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). 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, represent the Debtors in their restructuring efforts. 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 November 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. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SHUMATE INC: John Michial Shumate Files for Chapter 11 Bankruptcy ----------------------------------------------------------------- John Michial Shumate, who owns Shumate Motorsports in Kennewick and three other motorcycle dealerships in the Northwest, has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Eastern District of Washington. Mr. Shumate owes $13 million to hundreds of debtors including Harley-Davidson Credit Corp., GE Capital Franchise Finance Corp., and KeyBank National Association, court documents say. Pratik Joshi at Tri-City Herald reports that months of talks with creditors to reorganize debt had failed. Shumate Tri-City LLC, Shumate Inc., and Shumate Spokane LLC were also placed under Chapter 11 bankruptcy protection, the report says, citing Mr. Shumate's lawyer, Barry W. Davidson. According to Tri-City Herald, Mr. Davidson said that his client will close the Spokane and Idaho operations but keep Tri-City and Walla Walla stores open. Shumate Spokane's assets will be sold to an interested buyer, while Mr. Shumate will refinance the assets of Shumate Tri-City as quickly as possible, Tri-City Herald states, citing Mr. Davidson. Kennewick, Washington-based Shumate, Inc., and its affiliates -- filed for Chapter 11 bankruptcy protection on September 9, 2009 (Bankr. E.D. Wash. Case No. 09-05079). The Company's debtor- affiliates include: John Michial Shumate and Jennifer D. Shumate, Shumate Tri-City, LLC, and Shumate Spokane, LLC. Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC assists the Debtors in their restructuring efforts. Shumate, Inc., listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. SOUTHERN RESORT: Foreclosure Auction Blocked by Ch. 11 Filing ------------------------------------------------------------- Knoxville News Sentinel reports that Southern Resort Properties LLC has filed for Chapter 11 bankruptcy protection, blocking a September 11 foreclosure auction of 278 acres of land on a hillside off Edgemoor Road in Oak Ridge. Court documents say that Southern Resort bought the property for $1.788 million from Centennial Village Development LLC in August 2006. According to Knoxville News, the 278 acres included the 30- acre tract which was in foreclosure from the city of Oak Ridge for $1.75 million. Citing Southern Resort's lawyer Dennis Ragsdale, Knoxville News says that First Volunteer Bank was scheduled to auction off the land. Mr. Ragsdale said that Southern Resort Properties disputes First Volunteer's claim that the Company had defaulted on its loan for the land purchase, as "the notes had not come due," Knoxville News relates. Florida-based Southern Resort Properties, LLC, was incorporated by Clara Kemper Plummer and Robert K Darnell on April 14, 2004, and is currently not active. STEVE SILVA: Case Summary & 16 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Steve Silva 2418 Seidenberg Ave. Key West, FL 33040 Bankruptcy Case No.: 09-29226 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: David Marshall Brown, Esq. 33 NE 2, St # 208 Ft. Lauderdale, FL 33301 Tel: (954) 765-3166 Email: dmbrownpa@bellsouth.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 16 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb09-29226.pdf The petition was signed by Mr. Silva. TANA SEYBERT LLC: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Tana Seybert LLC 525 West 52nd Street New York, NY 10019 Case No.: 09-15478 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- Cousins Printing LLC 09-15480 Creative Print Services LLC 09-15481 Printelligence, LLC 09-15482 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Alan D. Halperin, Esq. Halperin Battaglia Raicht LLP 555 Madison Avenue, 9th Floor New York, NY 10022 Tel: (212) 765-9100 Fax: (212) 765-0964 Email: ahalperin@halperinlaw.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. TAYLOR BEAN: BofA Wants Servicing Rights Terminated --------------------------------------------------- According to Bill Rochelle at Bloomberg News, Taylor Bean & Whitaker Mortgage Corp. is facing a motion by Bank of America N.A. for the termination of TBW's servicing rights. The bank also wants a turnover of funds paid by borrowers. In response, TBW said it was unable to make required payments because its accounts were frozen by the Federal Deposit Insurance Corp. Taylor, Bean & Whitaker Mortgage Corp. is a 27-year-old company that grew from a small Ocala-based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla. Case No. 09-07047). Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group Inc. serves as claims agent. Taylor Bean has more than $1 billion of both assets and liabilities, and between 1,000 and 5,000 creditors, according to the bankruptcy petition. TARRAGON CORP: South Florida Community Center Exits Building ------------------------------------------------------------ Don Crinklaw at South Florida Sun-Sentinel reports that the Gay and Lesbian Community Center of South Florida has moved out of its rented home on Tarragon Corp.'s North Andrews Avenue building. Sun-Sentinel relates that Bruce Tanner, the neighborhood's civic association's former secretary, said that he is concerned about possible crime the abandoned area might attract. The report quoted him as saying, "When the GLCC moves, we'll have a significant stretch of dark avenue." According to Sun-Sentinel, Mr. Tanner said, "Will Tarragon turn out the lights?" Based in New York City, Tarragon Corporation (NasdaqGS:TARR) -- http://www.tarragoncorp.com/-- is a leading developer of multifamily housing for rent and for sale. Tarragon's operations are concentrated in the Northeast, Florida, Texas, and Tennessee. Tarragon and its affiliates filed for Chapter 11 protection on January 12, 2009 (Bankr. D. N.J. Case No. 09-10555). The Hon. Donald H. Steckroth presides over the case. Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R. Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A., represent the Debtor as bankruptcy counsel. Kurztman Carson Consultants LLC serves as notice and claims agent. Daniel A. Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New York, represents the official committee of unsecured creditors appointed in the case. Tarragon has said equity holders are out of the money with regard to its bankruptcy case. As of September 30, 2008, the Debtors had $840,688,000 in total assets and $1,035,582,000 in total debts. THE DYNAMIS GROUP LLC: Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: The Dynamis Group LLC 5400 N Preston Hwy Louisville, KY 40229 Bankruptcy Case No.: 09-34645 Chapter 11 Petition Date: September 11, 2009 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: David M. Cantor, Esq. Seiller Waterman LLC 462 S. 4th Street, Suite 2200 Louisville, KY 40202 Tel: (502) 584-7400 Email: cantor@derbycitylaw.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 a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/kywb09-34645.pdf The petition was signed by Jack A. Helmick, officer of the Company. THORNBURG MORTGAGE: U.S. Trustee Seeks to Probe Officials --------------------------------------------------------- Court documents say that the U.S. Trustee for the District of Maryland has received information about a "potential misappropriation" of assets at Thornburg Mortgage, Inc., now known as TMST Inc. According to court documents, the trustee is now seeking to examine Thornburg Mortgage CEO Larry Goldstone, chief financial officer Clarence Simmons, and corporate communications vice president Amy Pell, based on information it received indicating the Company's assets may have been misused. Reuters relates that Thornburg Mortgage's official committee of unsecured creditors filed a motion on Thursday seeking to interview Messrs. Goldstone and Simmons. Reuters states that the committee also sought to secure documents from SAF Financial Inc, an entity formed by Messrs. Goldstone and Simmons around the same time that Thornburg Mortgage filed for bankruptcy. SAF Financial was formed "without prior disclosure" and "raises a host of questions and concerns" about how Thornburg Mortgage's assets, employees, professionals, and opportunities were used in its creation, the report says, citing the committee. According to the report, the committee said that it wasn't aware of SAF Financial's existence until August 31. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originates, acquires, and retains investments in adjustable and variable rate mortgage assets. Its ARM assets comprise of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. TITAN SPECIALTIES: Liquidity Concerns Prompt S&P to Junk Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Titan Specialties Ltd. to 'CCC+' from 'B-'. The outlook is negative. In addition, S&P lowered the rating on the company's first-lien senior secured credit facilities to 'B-' from 'B', one notch higher than the corporate credit rating on the company. The recovery rating on this debt remains '2', indicating substantial (70% to 90%) recovery in the event of default. Additionally, S&P lowered the rating on the company's second-lien senior secured term loan to 'CCC-' from 'CCC', two notches lower than the corporate credit rating. The recovery rating remains '6', indicating its expectation of negligible (0% to 10%) recovery in the event of default. "The downgrade on the corporate credit rating reflects liquidity concerns, very aggressive credit metrics, and expected weakness in North American drilling activity," said Standard & Poor's credit analyst Kenneth Cox. The ratings on Titan Specialties take into account a significant decline in drilling activity by exploration and production companies, the company's highly leveraged financial profile, the small scale and scope of operations, poor inventory turnover, potential covenant violations, liquidity concerns, and its narrow business position in the cyclical North American oilfield services market. As of June 30, 2009, Titan had $182.8 million in total debt. Standard & Poor's Ratings Services considers the company's $13.5 million in subordinated seller's payment-in-kind notes as debt. S&P's deem Titan's business profile as vulnerable. Through its business lines, which include perforating, energetics, and instruments, Titan sells a wide array of niche products that map well geography and identify potential production zones. Its perforating guns create communication holes between zones and well bores. Titan is highly dependent on the extent of E&P spending, regional drilling activity levels, and commodity prices. The current reduction in spending by exploration and production companies is hampering the company's operations. Titan is also subject to inventory risk. Inventory turnover is very low. Falling commodity prices and less drilling could force the company to sell inventory at lower-than-anticipated market prices. This could squeeze its margins in the short term, which is a concern given the company's high leverage. Titan's cash flow protection measures are currently satisfactory for the rating. Adjusted debt to EBITDA was 4.7x as of June 30, 2009, and EBITDA interest coverage was 2.5x. However, S&P expects these metrics to worsen considerably given the unfavorable industry outlook. For instance, debt to annualized second-quarter EBITDA is 15.5x. S&P's expect persistent weakened industry conditions to result in poorer financial performance. The ratings and/or outlook could be pressured if liquidity declines or if Titan is unable to favorably resolve any potential covenant violations. TRIPLE CROWN: Files Ch. 11 With Plan to Give Control to Lenders --------------------------------------------------------------- Triple Crown Media Inc. filed for banrkuptcy with a pre-arranged reorganization plan. According to Reuters and Bloomberg, the Plan provides that: -- The second lien-lenders, owed a total of $35 million, will receive a 90% stake in reorganized Triple Crown and $10 million in notes. -- First-lien lenders, owed $38.6 million, would continue to be paid as normal. -- The 10% of the equity in the reorganized company would be split evenly between former shareholders and managers under an incentive program. Triple Crown, which operates six daily newspapers and one weekly, began losing circulation and advertising revenue after being spun off from Gray Television Inc. in 2005, Chief Financial Officer Mark G. Meikle said in a court filing, Bloomberg's Steven Church reported. The Chapter 11 plan is supported by lenders holding 80% of the second-lien debt. Triple Crown Media Inc., filed for Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181). Triple Crown Media, Inc., derives revenue from its Newspaper Publishing operations. The Company's Newspaper Publishing operations derive revenue primarily from three sources: retail advertising, circulation and classified advertising. TCM's Newspaper Publishing operations' advertising revenues are primarily generated from local advertising. TCM sold its GrayLink Wireless segment on June 22, 2007. The Company sold its Host Collegiate Marketing segment and Host Association Management Services segment on November 15, 2007. TCM's sole remaining operating segment consists of its Newspaper Publishing business. This consists of the ownership and operation of six daily newspapers and one weekly newspaper with a total daily circulation as of June 30, 2008, of approximately 95,200 and a total Sunday circulation as of June 30, 2008 of approximately 131,850. Its newspapers are characterized by their focus on the coverage of local news and local sports. Triple Crown had assets of $36,431,000 against debts of $88,296,000 as of March 31, 2009. TROPICANA ENT: Court OKs OpCo's 3rd Amendment to DIP Facility ------------------------------------------------------------- Judge Kevin Carey granted, on August 31, 2009, a request by a group of Tropicana entities, designated as the OpCo Debtors, to enter into the Third Amendment of their existing postpetition credit facility with The Foothill Group Inc., as administrative agent, and certain lending institutions. Among others, the maturity date of the DIP Credit Facility under the Third Amendment is extended through Dec. 31, 2009. The OpCo Debtors are also authorized, but not directed, to pay the fees set forth under the Third DIP Amendment. As previously reported, the Court entered on May 30, 2008, a final order authorizing the OpCo Debtors to obtain up to $67,000,000 in postpetition financing on a superiority administrative claim and first priority priming lien basis, pursuant to the terms of the OpCo Debtors' DIP Credit Agreement with Silver Point Finance, LLC, who has since been replaced by The Foothill Group, Inc., as administrative agent, collateral agent, sole bookrunner, and sole lead arranger. The Debtors have amended the Credit Agreement twice since May 2008. The Court approved on October 14, 2008, the First DIP Amendment, wherein the parties agreed to waive certain EBITDA covenant defaults. The Court approved on March 17, 2009, the Second DIP Amendment, wherein the agreement was further modified to waive certain EBITDA covenant defaults. The OpCo Debtors have made substantial progress in their Chapter 11 cases, Travis A. McRoberts, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, reminds the Court. They have obtained confirmation of their Plan of Reorganization and have made significant headway satisfying the conditions precedent to the consummation of the Plan. The OpCo Debtors anticipate to exit from Chapter 11 protection within the next several months. In the meantime, however, the DIP Credit Agreement will mature by its own terms on September 5, 2009, before the OpCo Plan can be consummated. Thus, the OpCo Debtors have initiated a dialogue with the DIP Lenders to extend the maturity date of the DIP Credit Agreement pursuant to a Third DIP Amendment. The Third DIP Amendment provides for these salient terms: * The maturity date of the DIP Credit Agreement would be extended through and including December 31, 2009 -- First Maturity Date. * The potential further extension of the maturity date through and including February 28, 2010, or the "Second Maturity Date" at the election of the OpCo Debtors. * The payment of an upfront amendment fee payable as of the execution date of the amendment to extend the maturity of the DIP Credit Agreement to the First Maturity Date, and an additional upfront amendment fee payable as of the First Maturity Date payable upon the OpCo Debtors' election to further extend the DIP Credit Agreement to the Second Maturity Date. * In addition to the upfront fees, the Third DIP Amendment contemplates certain fees that will be paid on any future borrowings under the DIP Credit Agreement. The OpCo Debtors are presently negotiating with the DIP Lenders to determine the amounts of the amendment fees based on present market rates and also continue to determine certain other terms of the Third DIP Amendment, Mr. McRoberts tells the Court. The OpCo Debtors are also exploring alternative financing agreements with other potential lenders and will inform the Court if a better alternative eliminates the need to enter into the Third DIP Amendment, according to Mr. McRoberts. The OpCo Debtors believe that their entry into the Third DIP Amendment is a sound exercise of their business judgment. Upon maturity of the DIP Credit Agreement, the OpCo Debtors will be required to satisfy in full the DIP Obligations. By extending the maturity date pursuant to the Third DIP Amendment, the OpCo Debtors will be able to continue to pursue consummation of the OpCo Plan, the occurrence of which provides a means to satisfy the DIP Credit Agreement in full, Mr. McRoberts says. 4th DIP Amendment A few days before the Court approved the Third DIP Amendment, the OpCo Debtors filed Amendment No. 4 to their Credit Agreement, under which: -- the maturity date of the Facility refers to the earlier of January 31, 2010, or the date on which all loans becomes due and payable; -- the Debtors are required to obtain all required approvals of all relevant gaming authorities to the "Security Documents" no later than 180 days following the closing Date; further provided that the Debtors should obtain the required approval of the Indiana Gaming Board with respect to Evansville no later than January 30, 2010; -- the Debtors' capital expenditures under the DIP Facility should not exceed these amounts: Month ending on Amount --------------- ----------- September 30, 2009 $50,100,000 October 31, 2009 $51,100,000 November 30, 2009 $52,100,000 December 31, 2009 $53,100,000 -- the Debtors are required to achieve these Consolidated EBITDA under the DIP Facility: Month ending on Amount --------------- ----------- September 30, 2009 $6,000,000 October 31, 2009 $5,000,000 November 30, 2009 $4,000,000 December 31, 2009 $3,000,000 A full-text copy of Fourth DIP Amendment is available for free at: http://bankrupt.com/misc/Tropi_4thAmDIPCreditAgreement082509.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 and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). 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 OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Icahn Gets NJCC Nod to Operate Atlantic City Casino ------------------------------------------------------------------ The New Jersey Casino Control Commission approved, on August 27, 2009, an ownership structure for the Tropicana Casino and Resort Atlantic City to be placed under the control of a group of investors led by billionaire financier Carl C. Icahn, the PressofAtlanticCity.com reported. The former corporate parent of Tropicana Atlantic City will operate the business again as a reorganized company owned by the Icahn-led group, The Associated Press noted in a separate report. Mr. Icahn and other investors bought Tropicana Entertainment LLC out of bankruptcy this year and plan to replace it with a public company called Tropicana Entertainment Inc., PAC noted. TEI plans to fold Tropicana Atlantic City into its corporate umbrella of casinos in Nevada, Mississippi, Louisiana and Indiana, according to PAC. The NJ Commission has determined that TEI is not the same as Tropicana Entertainment LLC, which is Tropicana Atlantic City's former owner, and that William J. Yung III is no longer involved in the casino's operations. The turn over of the Tropicana Atlantic City to TEI depends on the speed of the bankruptcy cases of the Tropicana affiliates in Delaware and New Jersey. Gilbert Brooks, an attorney for the Icahn group, believes that the bankruptcy proceedings could be resolved by the end of the year, PAC reported. In the meantime, the Tropicana Atlantic City will continue to operate under the supervision of a state-appointed conservator. Tropicana Atlantic City's current management team headed by President Mark Giannantonio will also remain for the time being, PAC said. Mr. Giannantonio welcomed the new owners and said that "the change will bring more stability to the casino after a turbulent reign," according to PAC. 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 and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). 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 OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENT: Las Vegas Entities Name New Management Team ---------------------------------------------------------- Tropicana Las Vegas proudly announced its new executive team assembled under the new ownership banner of Tropicana Las Vegas, Inc., and hand selected by Tropicana Chairman and CEO Alex Yemenidjian. "A critical aspect of creating the new Tropicana Las Vegas is attracting extraordinarily talented people," Mr. Yemenidjian in a public statement. "I feel very fortunate to have such a high performance team in place as I firmly believe that intellectual capital is the raw material from which success is made." Joanne Beckett steps in as Vice President and General Counsel, overseeing all legal aspects of the company including risk management, security, surveillance and government relations. Ms. Beckett is a skilled attorney with more than 20 years experience in all aspects of hotel-casino law and litigation. She offers vast legal knowledge and expertise to the company. Jerry Fox brings a wealth of financial knowledge and familiarity to his position as Vice President of Finance and Chief Financial Officer. Mr. Fox holds a Bachelor of Science Degree in Finance from Santa Clara University, a Master of Business Administration, and a Master of Science in Hotel Administration from the University of Nevada, Las Vegas. He has more than 20 years of finance and gaming experience. Charged with creating and maintaining the highest level of hotel and hospitality standards is UNLV alumni and hotel/casino veteran Arik Knowles. Mr. Knowles serves as the Vice President of Hotel Operations. His responsibilities include overseeing all aspects of the hotel, guest services, public areas, facilities management, room reservations and revenue management. Mr. Knowles holds a Bachelor of Science degree in Hotel Administration and currently serves on the Board of Directors for the Nevada Hotel and Lodging Association. Taking on the position of Vice President of Casino Operations, Don Wren oversees all aspects of table games and slot operations. He has a plethora of relevant experience with an impressive work history at properties including MGM Resorts, Primm Valley Casino Resorts, Excalibur and Harrah's Las Vegas. Mr. Wren brings a unique blend of casino operations, marketing and integration management experience to his position. As Vice President of Food and Beverage, Jim Laughlin is responsible for all aspects of food and beverage operations, planning and development. Mr. Laughlin offers a distinctive blend of hands-on food and beverage experience as well as a background in marketing. His energetic approach to management will be well employed as Tropicana redesigns its dining and entertainment offerings. Mr. Laughlin holds a Bachelor of Arts degree in Communications from Indiana University. Todd Gagnon brings both practical experience and an industry- specific educational background to his position as Vice President of Sales. Mr. Gagnon served as Director of Sales for Harrah's Entertainment eastern region, Director of Group Sales for Caesars Palace and Director of National Accounts for the Marriot Corporation. He holds a Bachelor of Science degree in Hotel, Restaurant and Travel Administration from the University of Massachusetts. Mr. Gagnon leads Tropicana's convention and group sales efforts. Trish Gilbert spearheads creative direction and rebranding efforts for Tropicana Las Vegas in her newly appointed position of Vice President of Marketing. She will develop, implement and manage the property's overall image through a collaboration of advertising, brand marketing, customer relationship management and public relations efforts. Prior to joining the Tropicana team, Ms. Gilbert held executive positions with Fontainebleau Las Vegas, Resorts Atlantic City and Aladdin Resort and Casino. She has a Bachelor of Arts from Ursinus College and a Master of Arts from Rowan University. Melissa Steinberg holds the title of Vice President of Player Development. Ms. Steinberg has more than 25 years of experience in the gaming industry, with an exceptional and thorough knowledge of both marketing and casino operations at all organizational levels. Throughout her extensive career she has created and implemented successful casino marketing and promotional programs in highly competitive markets including Las Vegas, Atlantic City, Ontario and the Bahamas. Grammy award-winner Nancy Gregory dons the title of Vice President of Entertainment. Ms. Gregory leads all creative processes as related to entertainment as well as manages entertainment offerings property-wide. A prolific creator of live multi-media productions, she's designed major productions for Disney Paris, Warner Bros. World, Radio City Music Hall and Madison Square Garden. She holds a Master of Fine Arts in Music from the University of Cincinnati. The Tropicana Human Resources Department is in the proficient hands of recently appointed Vice President of Human Resources Fred Harmon. Mr. Harmon has nearly two decades of human resources and casino industry experience. Previous employers include MGM Grand, Rio Suite Hotel-Casino, Aladdin Resort and Casino and most recently, Harmon Resources Consulting Firm, which aided in the successful opening of the Venetian Macau. In this position, Harmon is responsible for the development, implementation and oversight of the overall employee culture, employee development and training, recruitment, and employee and labor relations. Longtime Las Vegan Richard Faircloth takes the helm as Vice President of Information Technology. Prior to joining the Tropicana team, Mr. Faircloth held executive positions at the MGM Grand, Golden Nugget and Five Star Solutions. In this position he is responsible for establishing short and long term information technology needs and direction, building and managing data centers, recruiting technical team players, providing appropriate application systems and all other facets of information technology. The new management team comes together on the brink of a very exciting time for Tropicana Las Vegas; a planned $125,000,000 renovation is slated to begin in late August, heralding a whole new era for Tropicana Las Vegas and the South Strip. The property transformation includes the redesign of every hotel room, the casino and the pool area, among others. There will also be several new restaurants, bars, a new poker room and nightclub. For more information and to access visuals, visit: http://www.tropicanamediasite.com/ 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 and its debtor-affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-10856). 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 OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana have emerged from bankruptcy pursuant to a reorganization plan. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have emerged from Chapter 11 via a separate Chapter 11 plan. On April 29, 2009, Adamar of New Jersey, Inc., doing business as Tropicana Casino and Resort, and its affiliate, Manchester Mall, Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711). Judge Judith H. Wizmur presides over the cases. Adamar and Manchester Mall or the New Jersey Debtors are both affiliates of Tropicana Entertainment LLC. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. The New Jersey Debtors own and operate one of the largest, and one of the most established, destination casino resorts in Atlantic City, New Jersey, known as Tropicana Casino and Resort - Atlantic City, which ranks third in gaming positions among Atlantic City's 11 casino properties. The New Jersey Debtors initiated the Chapter 11 cases to effectuate a sale of substantially all their assets in accordance with a mandate issued by the New Jersey Casino Control Commission pursuant to the New Jersey Casino Control Act. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) VERMILLION INC: Shares Up After FDA's OK on OVA1 Test ----------------------------------------------------- The U.S. Food and Drug Administration has cleared Vermillion Inc.'s OVA1 test that can help detect ovarian cancer in a pelvic mass that is already known to require surgery. The test helps patients and health care professionals decide what type of surgery should be done and by whom. Val Brickates Kennedy at AskNewswires reports that Vermillion shares rose to $1.10 a share on Friday, after the test was approved. Headquartered in Fremont, California, Vermillion, Inc. -- http://www.vermillion.com/-- engages in the development and commercialization of diagnostic tests to aid physicians diagnose and treat results for patients. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Francis A. Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. VISTEON CORP: G. Adams Demands Probe on U.K. Practices ------------------------------------------------------ Sinn Fein President Gerry Adams has called for an investigation of Visteon after workers were left to fend for themselves when Visteon UK terminated operations in its factories in Christopher Martin Road, Basildon, Enfield and Belfast in March 2009, according to Enfield Independent. The Belfast factory is under Mr. Adams's Northern Ireland constituency. Sinn Fein is an Irish political movement founded in 1905 to promote independence from England and unification of Ireland. Enfield Independent reported that Mr. Adams criticized both Visteon and Ford Motor Company after he obtained paperwork showing how the company's pension fund was being run. According to the report, Mr. Adams said in a Northern Ireland Assembly in May 2009, "The behavior of the board of Visteon UK and Ford Motor Company and the treatment of the workers here and in Britain, has been shameful. Indeed, I believe that aspects of that behavior amount to fraud, corruption and sharp practice. . . . We must seek to ensure that the relevant Government and statutory agencies, including the Pensions Regulator, carry out the necessary rigorous assessments and investigations into the conduct of those companies." Enfield Independent added that the Pensions Regulator issued a statement saying: "We are very aware of this situation but cannot provide comment on individual cases. As with any investigation, we will consider any evidence presented to us and act in a manner which aims to protect member benefits." UNITE Union called for a meeting with Ford's management last September 9, 2009, Hannah Crown of Enfield Independent related. The Union also supports an investigation into Visteon and Ford. Ford, however, insisted that it is independent of Visteon, Enfield Independent noted. Instead, Ford released a statement saying: "The situation for former Visteon UK employees is unfortunate but the responsibility for administering and funding their terms and conditions was Visteon's. This included managing its pension fund, which was 100 per cent funded at the time of transfer. Ford has taken a number of actions to support Visteon and to assist Visteon in its efforts to achieve long term viability. These included enabling 560 Visteon employees to return to Ford and providing Visteon with ongoing and new Ford business." About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Global Tech's Schedules of Assets & Debts ------------------------------------------------------- A. Real Property $0 B. Personal Property B.1 Cash on hand 0 B.2 Bank Accounts Comerica Bank 1,295,402 B.3 Security Deposits 0 B.4 Household goods 0 B.5 Collectibles 0 B.6 Wearing apparel 0 B.7 Furs and Jewelry 0 B.8 Firearms and other equipment 0 B.9 Interests in Insurance Policies 0 B.10 Annuities 0 B.11 Interests in an education IRA 0 B.12 Interests in IRA, ERISA or other Pension Plans 0 B.13 Business Interests and stocks Undetermined B.14 Interests in partnerships 0 B.15 Government and Corporate Bonds 0 B.16 Accounts Receivable Visteon Corporation 1,646,825,155 Visteon Electronics Corporation 46,953,537 Visteon Global Treasury, Inc. 1,896,249 Visteon Systemes Interieurs SAS 1,346,108 Visteon Systems, LLC 126,543 Altec Electronica Chihuahua, S.A.De C.V. 342,534 Carplastic S.A. de C.V. 163,472 Climate Systems Mexicana, S.A. De C.V. 112,088 Visteon Ardennes Industries SAS 856,440 Visteon Deutschland GmbH 430,335 B.17 Alimony 0 B.18 Other Liquidated Debts 0 B.19 Equitable or Future Interests 0 B.20 Interests in estate of a debt benefit plan 0 B.21 Other Contingent & Unliquidated claims 0 B.22 Patents and other intellectual property Undetermined See http://bankrupt.com/misc/VistenGlobal_B22.pdf B.23 Licenses, franchises, and other intangibles Undetermined B.24 Customer lists or other compilations 0 B.25 Vehicles 0 B.26 Boats, motors, and accessories 0 B.27 Aircraft and accessories 0 B.28 Office equipment, furnishings and supplies 0 B.29 Machinery 0 B.30 Inventory 0 B.31 Animals 0 B.32 Crops 0 B.33 Farming Equipments and implements 0 B.34 Farm supplies, chemicals, and feed 0 B.35 Other Personal Property 0 TOTAL SCHEDULED ASSETS $1,700,347,863 ======================================================== C. Property Claimed as Exempt $0 D. Secured Claims 0 E. Unsecured Priority Claims 0 F. Unsecured Non-priority Claims Visteon Corporation 36,133,345 Visteon Holdings GMBH 1,801,632 Visteon Global Treasury, Inc. 638,295 Brinks Hofer Gilson & Lione 45,165 Dennemeyer & Co 25,043 Visteon Deutschland GmbH 22,657 Dummet Copp & Co 17,558 Cermak Horejs Myslil 13,799 Dr. Thomas Sperling 12,241 Nakamura and Partners 9,516 Visteon Autopal Services, S.R.O. 3,620 Dr Wulf Bauer 1,471 Park IP Translations 1,390 Lhermet La Bigne & Remy 1,067 Grossman Tucker Perreault & Pfleger 990 CCPIT Patent and Trademark Law Office 988 Maeda Patent Office 743 TOTAL SCHEDULED LIABILITIES $38,729,518 ========================================================= About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Global Tech's Statement of Financial Affairs ---------------------------------------------------------- William G. Quigley, III, vice president of Visteon Corp., discloses that Visteon Global Technologies, Inc., did not earn income from employment or the operation of its business within two years before the Petition Date. The Company though earned income from other sources within the two-year period before the Petition Date, which include: Source Amount ------ ----------- Intercompany royalties 673,900,000 Royalties 15,600,000 Divestiture - European & South Am. Chassis Patents 13,600,000 Divestiture - Almussafes Patents 2,300,000 Asset Sale - Variable Torque Enhancement Tech. 2,500,000 Divestiture - Various Intellectual Property 100,000 Mr. Quigley adds that Visteon Global Technologies made payments to creditors within 90 days immediately preceding the Petition Date, totaling $306,794: Creditor Amount -------- ------ Alston & Bird LLP $271,028 Fraser Martin & Miller LLC 13,229 Brooks & Kushman Inc 11,560 Fidelity Investments 10,975 The Company also made payments, ranging from $1.4 billion to $1.6 billion, to creditors, who are insiders within one year before the Petition Date. A list of the insider payments is available for free at: http://bankrupt.com/misc/VisteonGlobal_Insiders.pdf Within one year before the Petition Date, the Company became a party to two lawsuits and administrative proceedings: Lawsuit Status ------- ------ Michael S. Males, as son and independent administrator of the estate of karen S. Salins v. Ford Motor Company; Visteon Corporation; Visteon Global Technologies, Inc.; Visteon Systems, LLC; Zexel Innovation Company, LLC; Ford Electronics and Refrigeration, LLC; MIG-Visteon Automotive Systems, LLC, and Lyons Ryan Ford Sales, Inc. Settled Caddy Products, Inc. v. Greystone International, Inc.(Defendant and Third Party Plaintiff) v. Visteon Global Technologies, Inc. (Third Party Defendant) Pending The Company also transferred properties within two years before the Petition Date to these entities: Transferee Value ---------- ---------- TeDrive Holding B.V. $13,600,000 Johnson Controls Interiores, S.L. 2,300,000 Controlled Power Technologies 2,500,000 Various 100,000 About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Has Court Nod to Use Cash Collateral Until Oct. 7 --------------------------------------------------------------- In relation to Visteon Corp.'s request for a further cash collateral use hearing with the consent of the agent to their prepetition ABL facility, Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized the continued use of the cash collateral Visteon Corporation and its debtor affiliates' through: (x) October 7, 2009, or other date to which the Prepetition ABL Lenders, who hold amounts of Prepetition ABL Obligations sufficient to issue a consent pursuant to the Prepetition ABL Credit Agreement, may consent in writing; or (y) the date specified as the expiration date in any notice of an Event of Default delivered by the Prepetition ABL Agent to the Debtors, the Prepetition Term Agent, the Office of the United States Trustee, and the Official Committee of Unsecured Creditors, which Expiration Date must be at least three business days after delivery of that notice. The Court's current ruling was issued on September 9, 2009, the expiration date of the last interim cash collateral order. The Prepetition ABL Lenders continue to be entitled, under Section 363(e) of the Bankruptcy Code, to adequate protection of their interest in the Prepetition ABL Collateral to the extent of diminution in value, including for the use of Cash Collateral. The final hearing on the Cash Collateral use will be held on October 7, 2009, at 10:00 a.m., prevailing Eastern Time. The Debtors had approximately $2.7 billion of outstanding debt on a consolidated basis. The debt amount is comprised of: Debt Amount Facility Outstanding -------- ----------- Prepetition ABL Credit Agreement among the Debtors, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders, including Ford Motor Company entered in August 2006 *Draws under the ABL Credit Pact $89,000,000 *Reimbursement obligations for letters of credit under the ABL Credit Pact $58,000,000 Prepetition Term Credit Agreement $1,500,000,000 among Visteon, JPMorgan Chase Bank N.A., as administrative agent, and certain lenders entered into in April 2007. U.S. bond debt $862,000,000 Debt on account of other credit facilities, capital leases for affiliates, swaps, and other miscellaneous obligations $214,000,000 To secure their Prepetition Obligations under the ABL Facility and the Term Loan Facility, the Debtors granted to the Prepetition Debtors (1) a first priority lien on certain of Visteon assets and (2) a second priority lien on the remaining Visteon assets. The Term Lenders and the Revolver Lenders are also parties to an Intercreditor Agreement dated June 13, 2006, among the Prepetition ABL Agent, the predecessor to the Prepetition Term agent, and certain of the Debtors. Under the Intercreditor Agreement provides that in the context of a Chapter 11 case, the Prepetition ABL Lenders consent to the use of cash collateral or to provide postpetition financing secured by the ABL Priority Collateral, the Prepetition Term Lenders will be deemed to have consented to cash collateral use or financing and will heave no right to seek adequate protection or relief in connection with the cash collateral use or financing. The Debtors' cash, including all cash and other amounts on deposit maintained in any account subject to "control" in favor of the Prepetition Lenders are referred to as "Cash Collateral." Accordingly, the Debtors have proposed to provide the Prepetition ABL Lenders with three primary forms of adequate protection to the extent of any diminution in value of the ABL Lenders' interest in the Prepetition ABL Collateral: 1. Adequate protection liens on all of the Debtors' rights, title and interest to all of the Debtors' property and proceeds, subject to the Carve-Out. 2. Superpriority claim against each of the Debtors to the extent provided by Section 207(b) of the Bankruptcy Code, subject to the Carve-Out. 3. Adequate protection payments, including payment of interest on the Prepetition ABL Obligations and payment of fees and expenses of the Prepetition ABL Lenders. Moreover, despite the Prepetition Term Lenders' deemed consent and waiver, the Debtors seek to provide those Term Lenders adequate protection in the form of replacement liens. Carve Out refers to the sum of (i) all unpaid fees to the Court Clerk and to the U.S. Trustee; (ii) fees and expenses up to $25,000 incurred by a trustee under Section 726(b) of the Bankruptcy Code; (iii) to the extent allowed, all unpaid fees and expenses incurred by persons or firms retained by the Debtors pursuant to Sections 327 Bankruptcy Code; (iii) after the delivery of a Carve Out Trigger Notice, to the extent allowed, the payment of professional fees of up to $10,000,000. About Visteon Corp. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) W/C IMPORTS: Files Chapter 11 to Sell Textile Business ------------------------------------------------------ W/C Imports Inc., filed for Chapter 11 in Santa Ana, California, aiming to sell the business. The Company said the bankruptcy resulted in significant part from the receivership that began in January for Dublin-based Waterford Wedgwood Plc, Bloomberg's Bill Rochelle said. The Company owes $2.75 million to the secured lender CIT Group Inc. The petition says assets and debt are between $10 million and $50 million. Based in Anaheim, California, W/C Imports Inc. is an importer and marketer of home Textiles. W/C sells products under private labels and also using licensed trademarks including Waterford, Royal Doulton and Calvin Klein. The Company filed for Chapter 11 on September 10, 2009 (Bankr. C.D. Calif. Case No. 09-19622). Garrick A. Hollander, Esq., and Marc J. Winthrop, at Winthrop Couchot, represent the Debtor in its restructuring effort. WHITE ENERGY: Creditors and Lenders Agree on Chapter 11 Plan ------------------------------------------------------------ The official committee of unsecured creditors in White Energy Inc.'s cases asks the Bankruptcy Court to deny the Company's request for a December 15 extension of its exclusive period to file a plan. The Creditors Committee says that is has an agreement with lenders on a consensual Chapter 11 plan, Bloomberg news erported. According to Bill Rochelle at Bloomberg, since the Chapter 11 filing in May, White Energy has generated a cumulative net loss of $4.5 million on sales of $80.2 million. The Company owes $294 million to secured lenders. Headquartered in Dallas, Texas, White Energy, Inc. -- http://www.white-energy.com/-- builds and acquires ethanol production projects. White Energy's plants have a combined capacity of producing 240 million gallons of ethanol a year, making it one of the 10 largest ethanol producers in the U.S. and the second-largest gluten maker. Two plants are in Texas with the third in Kansas. White spent $323 million building the plants in Texas. The Company and its debtor-affiliates filed for Chapter 11 on May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601). Michael R. Lastowski, Esq., at Duane Morris LLP, represents the Debtors in their restructuring efforts. The Debtors tapped The Garden City Group Inc. as claims agent. On the petition date, the Debtors disclosed assets and debts ranging from $100 million to $500 million. WR GRACE: Environmental Liability at $149.2MM as of June 30 ----------------------------------------------------------- W.R. Grace & Co. disclosed, in a Form 10-Q for the ended June 30, 2009, filed with the Securities and Exchange Commission that it is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to the generation, storage, handling, discharge and disposition of hazardous wastes and other materials. Grace accrues for anticipated costs associated with investigative and remediation efforts where an assessment has indicated that a probable liability has been incurred and the cost can be reasonably estimated. These accruals do not take into account any discounting for the time value of money, Alfred E. Festa, Chairman, President and Chief Executive Officer, said. At June 30, 2009, Grace's estimated liability for environmental investigative and remediation costs totaled $149.2 million, as compared with $152.2 million at December 31, 2008. This amount is based on funding or remediation agreements in place, including a Multi-Site Agreement with the U.S. Government, on behalf of the U.S. Environmental Protection Agency and other federal agencies. Under the Multi-Site Agreement, Grace has agreed to pay approximately $44 million to the U.S. Government and other parties in settlement of 35 of 38 outstanding claims filed by the EPA against Grace. The U.S. Government has agreed not to take action against Grace under the Comprehensive Environmental Response, Compensation, and Liability Act with respect to the sites that are subject of the Claims. According to Mr. Festa, Grace intends to separately fund or carry out remediation at two of the remaining sites. With respect to the third remaining site, Libby, Montana, EPA's claims, excluding claims in respect of the Grace-owned Libby vermiculite mine, are resolved by a cost recovery agreement with EPA. Grace is working in cooperation with EPA to investigate the Libby vermiculite mine. Vermiculite Related Matters During 2008, Grace paid $250 million plus accrued interest of approximately $2 million pursuant to an agreement -- the "EPA Cost Recovery Agreement -- between Grace and the U.S. Department of Justice to settle the EPA's cost recovery claims for all past and future remediation costs with respect to Grace's former Libby operations, except for those relating to the Grace-owned Libby vermiculite mine. Grace's total estimated liability for asbestos remediation related to its former vermiculite operations in Libby, including the cost of remediation at vermiculite processing sites outside of Libby, at June 30, 2009, and December 31, 2008, was 47.5 million and $48.4 million, excluding interest. The estimated obligation as of each date does not include the cost to remediate the Grace-owned Libby vermiculite mine, which is not currently estimable, according to Mr. Festa. Montana Criminal Proceeding In February, 2005, the United States Department of Justice announced the unsealing of a grand jury indictment against Grace and seven former senior level employees, in the litigation captioned United States of America v. W. R. Grace & Co. et al., relating to Grace's former vermiculite mining and processing activities in Libby, Montana. The indictment accused the defendants of (1) conspiracy to violate environmental laws and obstruct federal agency proceedings; (2) violations of the federal Clean Air Act; and (3) obstruction of justice -- all of which Grace categorically denied. The trial began in February 2009 and on May 8, 2009, a Montana jury unanimously acquitted Grace and three former employees on all counts. Charges against three other former employees were dismissed. For the six months ended June 30, 2009, and 2008, total expense for Grace and the employees with respect to advance legal and defense costs to the employees involved in the Litigation was $34.7 million and $8.5 million. New Jersey Claims In 2005, the New Jersey Department of Environmental Protection filed a lawsuit against Grace and two former employees, which was removed at Grace's request to the U.S. District Court for the District of New Jersey, styled N.J. Dept. of Environmental Protection v. W. R. Grace & Co. et al., seeking civil penalties for alleged misrepresentations and false statements made in a Preliminary Assessment/Site Investigation Report and Negative Declarations submitted by Grace to the NJDEP in 1995 pursuant to the New Jersey Industrial Site Recovery Act. Grace submitted the report, which was prepared by an independent environmental consultant, in connection with the closing of Grace's former vermiculite expansion plant in Hamilton Township, New Jersey. The Lawsuit was stayed by the U.S. Bankruptcy Court for the District of Delaware in 2005, Mr. Festa related. In April 2008, the Bankruptcy Court issued a ruling stating that the lawsuit filed by the NJDEP was in violation of the automatic stay and enjoining further pursuit of all claims in the lawsuit. In March 2009, the Delaware District Court upheld the Bankruptcy Court's ruling. In April 2009, the NJDEP appealed the Ruling to the U.S. Court of Appeals for the Third Circuit, which appeal remains pending. To the extent this lawsuit proceeds against the two former Grace employees, Grace may have an indemnification obligation, Mr. Festa said. In April 2007, New Jersey filed a motion for leave to file a late proof of claim in the amount of $31 million with respect to substantially the same claims set forth in the Lawsuit. The Appeal was denied, which ruling was affirmed in March 2008. In April 2008, New Jersey appealed this ruling to the Third Circuit, which appeal remains pending. Non-Vermiculite Related Matters At June 30, 2009 and December 31, 2008, Grace's estimated liability for remediation of sites not related to its former vermiculite mining and processing activities was $101.7 million and $103.8 million. The Liability relates to Grace's current and former operations, including its share of liability for off-site disposal at facilities where it has been identified as a potentially responsible party. Grace's estimated liability is based upon an evaluation of claims for which sufficient information was available and the liabilities settled pursuant to the Multi-Site Agreement. As Grace receives new information and continues its claims evaluation process, its estimated liability may change materially, Mr. Festa said. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: Fireman's Wants Lift Stay to Reinstate Edwards Appeal --------------------------------------------------------------- Pursuant to Section 362(d)(1) of the Bankruptcy Code, Fireman's Fund Insurance Company asks the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay to (i) permit the Texas Court of Appeals of the 6th District to reinstate the pending appeal in the action styled W.R. Grace & Co. v. Clifton Aaron Edwards, et al., and (ii) permit the Debtors and the other Action parties to complete the Appeal Proceedings and obtain a ruling from the Appeals Court, or the Texas Supreme Court if further review is sought by any party. John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, relates that at Grace's request, Fireman's Fund issued a prepetition supersedeas bond in excess of $43 million on Grace's behalf in connection with the Edwards Appeal, to preclude the Edwards Plaintiffs from executing their judgment against Grace's assets while the Appeal was pending. In connection with issuance of the Bond, Fireman's Fund and Grace entered into an Indemnity Agreement under which Grace agreed to indemnify Fireman's Fund for any and all loss Fireman's Fund might suffer under the Bond. In this regard, Fireman's Fund also seeks relief from the Stay to permit it to: -- set a reserve to cover any liability, claim asserted, suit, or judgment under the Supersedeas Bond; -- demand that Grace place Fireman's Fund "in funds" to the full extent of the reserve; -- file a lawsuit against Grace in a court of appropriate jurisdiction if Grace should fail to post collateral sufficient to cover such reserve; -- confess judgment against Grace in any lawsuit; and -- execute against Grace's assets to satisfy any judgment against Grace and in favor of Fireman's Fund. In a separate request, Fireman's Fund asked the Court to consider the request on an expedited basis, during the omnibus hearing on September 29, 2009. Fireman's Fund, et al. Ink Stipulation of Facts For purposes of the Phase II Confirmation Hearing, Fireman's Fund, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative, and the Official Committee of Equity Security Holders entered into a stipulation outlining the facts relating to the Appeal. A full-text copy of the Stipulation of Facts is available at no charge at http://bankrupt.com/misc/WRGrace_STIPFactsEdwards.pdf The Stipulating Parties clarified that the Stipulation does not limit the right or ability of any party to offer additional testimony and documents into evidence at the Confirmation Hearing. Plan Proponents Object Objecting to the Expedited Hearing Request, W.R. Grace & Co., and the co-proponents to its proposed Chapter 11 plan contend that Fireman's Fund has not shown "exigencies justifying shortened notice." Rather, approval of the request would result in an undue distraction to the confirmation process. The Plan Proponents also ask Judge Fitzgerald to rule that: * all objections to Fireman Fund's Lift Stay Motion be filed by October 9, 2009, as originally scheduled; and * the hearing on the Motion will be on October 26, 2009; and * the Stay will remain in place with respect to the Edwards Case. * * * Judge Fitzgerald ruled that all responses to the Lift Stay Motion must be filed no later than September 11, 2009. A hearing to consider the request will be held on September 29. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WR GRACE: Gloria Munoz Asks for Lift Stay to Pursue Claims ---------------------------------------------------------- Gloria Munoz asks Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay imposed by Section 362(a) of the Bankruptcy Code to allow her to liquidate discrimination claims, civil rights claims, personal injury claims and tort claims against the Debtors asserted in the complaint entitled "Gloria Munoz v. W R. Grace & Co- Conn, a corporation, CC. Frial, Pedro Gonzales "Pete ". J.C. Gonzales "Joe" and Does I through XX inclusive," filed in the Superior Court for the County of Alameda, California. Prior to the Petition Date, Ms. Munoz instituted the State Court Action against the Debtors, which arose out of incidents that occurred between January 1993 and September 1998, in which Ms. Munoz sustained continual sexual discrimination, sexual harassment, and severe emotional distress during her employment at the Debtor's San Leandro facility. Ms. Munoz is seeking compensatory special and general damages and has demanded trial by jury for the State Court Action. The Debtors would not suffer prejudice should the Stay be lifted because the Ms. Munoz's Claims will have to be liquidated at some point before she could receive any distribution in the Debtors' cases, Elihu E. Allinson, III, Esq., at Sullivan Hazeltine Allinson LLC, in Wilmington, Delaware, tells the Court. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The Company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. David T. Austern, the legal representative of future asbestos personal injury claimants, is represented by Orrick Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. As reported by the Troubled Company Reporter on March 11, 2009, the Bankruptcy Court approved the disclosure statement explaining the First Amended Chapter 11 Joint Plan of Reorganization filed by W.R. Grace and its debtor affiliates, the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative and the Official Committee of Equity Security Holders, and authorized Grace to begin soliciting plan votes. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ZOO ENTERTAINMENT: Earns $2,000 in Three Months Ended June 30 ------------------------------------------------------------- Zoo Entertainment, Inc. reported a net income of $2,000 For three months ended June 30, 2009, compared with a net loss of $4,692,000 for the same period in 2008. For six months ended June 30, 2009, the Company posted a net loss of $1,401,000 compared with a net loss of $8,869,000 for the same period in 2008. The Company's balance sheet at June 30, 2009, showed total assets of $41,854,000, total liabilities of $26,891,000 and a stockholders' equity of $14,963,000. The Company said that there is substantial doubt about its ability to continue as a going concern. The Company noted that it incurred losses since inception, resulting in an accumulated deficit of $33,300,000 and a working capital deficiency of $12,900,000 at June 30, 2009. For the six months ended June 30, 2009 the Company generated $562,000 of cash flow from operations, but for the year ended Dec. 31, 2008, the Company generated negative cash flows from operations of approximately $12,100,000. In addition, the Company has various promissory notes maturing in August 2009, and September 2009, with an aggregate face value of $11,200,000. On June 26, 2009, the Company entered into an agreement with its Senior Secured Convertible Note holders whereby they agreed to convert their notes into equity on or before Aug. 31, 2009, contingent on the Company raising at least $4,000,000 in new capital and the effectiveness of the filing of an amendment to the Company's Certificate of Incorporation authorizing a sufficient number of shares of the Company's common stock to permit the conversion of the notes. The Company's ability to continue as a going concern is dependent on the major short term actions: (i) its ability to generate cash flow from operations sufficient to maintain its daily business activities; (ii) its ability to raise capital from outside sources through the sale of equity or debt instruments primarily to fund the ongoing development and acquisition of new games; and (iii) the restructuring of its maturing note obligations. A full-text copy of the Company's Form 10-Q is available for free at http://ResearchArchives.com/t/s?44b1 Zoo Entertainment, Inc. (OTC:ZOOE) fka Driftwood Ventures, Inc., is a developer, publisher and distributor of video game software for use on platforms, including Nintendo's Wii, DS, GBA, Sony's PSP and PlayStation 2. The Company focuses on publishing packaged entertainment software titles for use on a variety of other gaming platforms, including Sony's PlayStation 3 and Microsoft's Xbox 360. It is focused on creating and sell downloadable games for Microsoft's Xbox Live Arcade, Sony's PlayStation 3 Network, Nintendo's Virtual Console, iPhone and for use on personal computers. * Bankruptcy Filings in Alberta Drop 15% in July ------------------------------------------------ Federal Office of the Superintendent of Bankruptcy said that bankruptcy filings in Alberta dropped 15% to 872 in July 2009, Lisa Schmidt at Calgary Herald reports. According to Calgary Herald, the number is still almost double the 457 filings in July 2008. Calgary Herald states that business bankruptcies increased 5% to 43 in July 2009, slightly below July 2008, while personal bankruptcies declined 5% to 10,294. Personal bankruptcies in July 2008 were 40% lower last year, says the report. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ --------- -------- ABSOLUTE SOFTWRE ABT CN 117 1 35 ACCO BRANDS CORP ABD US 1100 -107 135 AFC ENTERPRISES AFCE US 142 -26 12 ALTERNATIVE AS-U AMV/U US 0 0 0 AMER AXLE & MFG AXL US 1920 -736 -1119 AMR CORP AMR US 24138 -3000 -3129 ARBITRON INC ARB US 220 0 2 ARVINMERITOR INC ARM US 2627 -846 3 AUTOZONE INC AZO US 5296 -45 -527 BIOSPECIFICS TEC BSTC US 12 6 9 BLOUNT INTL BLT US 474 -36 151 BOARDWALK REAL E BEI-U CN 2377 -22 N.A. BOARDWALK REAL E BOWFF US 2377 -22 N.A. BP PRUD BAY-RTU BPT US 9 8 0 BURCON NUTRASCIE BU CN 4 3 2 CABLEVISION SYS CVC US 9307 -5284 -198 CADIZ INC CDZI US 43 7 2 CARDTRONICS INC CATM US 468 -10 -50 CENTENNIAL COMM CYCL US 1455 -948 180 CENVEO INC CVO US 1459 -231 186 CHENIERE ENERGY CQP US 1920 -436 27 CHENIERE ENERGY LNG US 2785 -364 184 CHOICE HOTELS CHH US 357 -141 -22 CINCINNATI BELL CBB US 2009 -623 -19 CLOROX CO CLX US 4576 -175 -757 DEXCOM DXCM US 65 1 37 DISH NETWORK-A DISH US 7265 -1519 -240 DOMINO'S PIZZA DPZ US 461 -1372 113 DUN & BRADSTREET DNB US 1623 -719 -147 DYAX CORP DYAX US 68 -37 32 EASTMAN KODAK EK US 7105 -109 1100 EINSTEIN NOAH RE BAGL US 150 -4 -47 ELECTRO-OPTICAL MELA US 8 7 6 ENERGY COMPOSITE ENCC US 0 0 0 EPICEPT CORP EPCT SS 16 -3 7 EXELIXIS INC EXEL US 333 -123 29 EXTENDICARE REAL EXE-U CN 1719 -47 111 FORD MOTOR CO F US 204327 -9418 -39573 FORD MOTOR CO F BB 204327 -9418 -39573 GENCORP INC GY US 1015 1 -8 GLG PARTNERS INC GLG US 494 -271 166 GLG PARTNERS-UTS GLG/U US 494 -271 166 GOLD RESOURCE CO GORO US 7 6 5 HEALTHSOUTH CORP HLS US 1888 -662 -77 HERMAN MILLER MLHR US 767 8 167 HOVNANIAN ENT-A HOV US 2285 -73 1524 HOVNANIAN ENT-B HOVVB US 2285 -73 1524 HUMAN GENOME SCI HGSI US 670 -55 117 IDENIX PHARM IDIX US 82 -4 34 IMAX CORP IMX CN 270 -18 55 IMAX CORP IMAX US 270 -18 55 IMMUNOMEDICS INC IMMU US 53 1 -20 IMS HEALTH INC RX US 2030 -22 318 INCYTE CORP INCY US 159 -291 101 INSULET CORP PODD US 99 -3 63 INTERMUNE INC ITMN US 165 -80 98 IPCS INC IPCS US 553 -34 68 ISTA PHARMACEUTI ISTA US 72 -78 24 JAZZ PHARMACEUTI JAZZ US 108 -88 -17 JUST ENERGY INCO JE-U CN 457 -652 -369 KNOLOGY INC KNOL US 639 -44 37 LIN TV CORP-CL A TVL US 781 -187 14 LINEAR TECH CORP LLTC US 1421 -266 963 LODGENET INTERAC LNET US 594 -64 46 LOGMEIN INC LOGM US 47 7 1 MANNKIND CORP MNKD US 267 -19 0 MAP PHARMACEUTIC MAPP US 65 1 24 MAXLIFE FUND COR MXFD US 0 0 0 MEAD JOHNSON-A MJN US 1926 -808 466 MEDIACOM COMM-A MCCC US 3707 -426 -265 MODAVOX INC MDVX US 5 3 -1 MONEYGRAM INTERN MGI US 6221 -23 -105 MOODY'S CORP MCO US 1873 -749 -404 NATIONAL CINEMED NCMI US 603 -499 91 NAVISTAR INTL NAV US 9383 -1280 180 NPS PHARM INC NPSP US 144 -219 80 OCH-ZIFF CAPIT-A OZM US 1854 -157 N.A. ONCOGENEX PHARMA OGXI US 7 3 4 OSIRIS THERAPEUT OSIR US 129 2 64 OTELCO INC-IDS OTT-U CN 349 9 24 OTELCO INC-IDS OTT US 349 9 24 OVERSTOCK.COM OSTK US 129 -3 33 PALM INC PALM US 643 -108 11 PDL BIOPHARMA IN PDLI US 217 -306 140 PERMIAN BASIN PBT US 10 0 9 PETROALGAE INC PALG US 7 -32 -16 POTLATCH CORP PCH US 916 0 N.A. QWEST COMMUNICAT Q US 20226 -1051 260 REGAL ENTERTAI-A RGC US 2647 -228 -40 RENAISSANCE LEA RLRN US 58 0 -6 REVLON INC-A REV US 797 -1074 87 SALLY BEAUTY HOL SBH US 1464 -645 420 SANDRIDGE ENERGY SD US 2364 -91 114 SEALY CORP ZZ US 1001 -230 137 SELECT COMFORT C SCSS US 86 -46 -82 SEMGROUP ENERGY SGLP US 314 -131 -11 SIGA TECH INC SIGA US 8 -13 -4 SINCLAIR BROAD-A SBGI US 1606 -148 -342 SONIC CORP SONC US 828 -22 75 SPECIALTY PRODUC SPIE US 53 9 10 STANDARD PARKING STAN US 230 4 -13 STEREOTAXIS INC STXS US 43 -10 -3 SUCCESSFACTORS I SFSF US 165 -5 1 SUN COMMUNITIES SUI US 1192 -81 N.A. SYNERGY PHARMACE SGYP US 4 1 1 TALBOTS INC TLB US 855 -206 -25 TAUBMAN CENTERS TCO US 2858 -289 N.A. TENNECO INC TEN US 2767 -263 240 THERAVANCE THRX US 206 -159 144 TREE TOP INDUSTR TTII US 0 0 0 UAL CORP UAUA US 18805 -2628 -2345 UNITED RENTALS URI US 3918 -46 316 US AIRWAYS GROUP LCC US 7857 -336 -548 VECTOR GROUP LTD VGR US 757 2 158 VENOCO INC VQ US 725 -165 -3 VIRGIN MOBILE-A VM US 320 -256 -126 WARNER MUSIC GRO WMG US 3988 -142 -680 WEIGHT WATCHERS WTW US 1085 -791 -309 WORLD COLOR PRES WC CN 2641 -1735 479 WR GRACE & CO GRA US 3815 -351 977 YRC WORLDWIDE IN YRCW US 3418 -72 -696 ZYMOGENETICS INC ZGEN US 271 -14 85 ********* 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. 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