/raid1/www/Hosts/bankrupt/TCR_Public/091002.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, October 2, 2009, Vol. 13, No. 272
Headlines
869 WORCESTER STREET: Voluntary Chapter 11 Case Summary
ACCURIDE CORP: Forbearance with Bondholders Extended to Oct. 5
ACUFF HOMES: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MICRO: Board Appoints Craig Conway as Director
ALON REFINING: S&P Assigns 'BB' Rating on $205 Mil. Senior Notes
AMARAVATHI LTD: Three Class A-plus Complexes Put on Sale
AMBASSADORS INT'L: Posts $22MM Net Loss in Quarter Ended June 30
AMERICAN HOMEPATIENT: Nexbank Extends Forbearance to Nov. 1
APPALACHIAN COAL: Massey Energy Acquires Affiliate's Assets
ARROW PAPER LLC: Voluntary Chapter 11 Case Summary
BANKUNITED FINANCIAL: Unsec. Creditors Get Nod to Sue Ex-Officers
BEDROCK INTERNATIONAL: Taps Lentz Clark as Bankruptcy Counsel
BEDROCK INTERNATIONAL: Has Until October 16 to File Schedules
BLOOMINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
BOOZ ALLEN: S&P Raises Corporate Credit Rating to 'BB-'
BOSTON SCIENTIFIC: Reaches Settlement Pact With J&J
BUILDERS FIRSTSOURCE: Stadium Balks at Recapitalization Proposal
BUILDING MATERIALS: Obtains Commitment for $83.5MM Exit Financing
CANWEST LIMITED: Lender Talks Go On; Forbearance Moved to Oct. 31
CASCADE GRAIN: Reorganization Case Converted to Ch 7 Liquidation
CHARLES BRICKMAN: Case Summary & 2 Largest Unsecured Creditors
CINCINNATI BELL: Fitch Assigns 'BB-/RR3' Rating on $500 Mil. Notes
CINCINNATI BELL: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
CINCINNATI BELL: S&P Assigns 'B+' Rating on $500 Mil. Notes
CIT GROUP: May File for Chapter 11 if Debt Exchange Fails
CIT GROUP: Has Restructuring Plan; Going Concern Doubt Issued
CITY CAPITAL: WEB3Direct Discloses 16.47% Equity Stake
CKE RESTAURANTS: S&P Affirms 'BB-' Corporate Credit Rating
CLEM CARINALLI: Court Converts Bankr. Case to Chapter 11
CONCORD STEEL: Has Until October 29 to File Schedules & Statement
CONCORD STEEL: Taps Calfee Halter as Chapter 11 Counsel
CONCORD STEEL: Taps Kane Kessler to Handle Matters of Securities
COOPER-STANDARD: Creditors Committee Proposes Kramer as Counsel
COOPER-STANDARD: Committee Proposes Young Conaway as Co-Counsel
COOPER-STANDARD: Committee Taps Bennett as Canadian Counsel
COOPER-STANDARD: Gets Court Nod for Lazard as Financial Adviser
COPIA: Alvarez & Marsal Retained to Sell Former Site
CORNERSTONE MINISTRIES: Plan Implemented; Ratner is Administrator
CRYSTAL CASCADES: 9th Cir. BAP Examines IRS Lien Recording
DANA HOLDING: To Issue 34MM Shares; Goldman Leads Underwriters
DELPHI CORP: China Okays GM's Takeover of Assets, Sets Limits
DELPHI CORP: Has Deal with Retirees for Action Against PBGC
DELPHI CORP: Names Malcolm Sissmore as VP OF Aftermarket Sales
DELSITE INC: Nanotherapeutics Buys Certain Assets Out of Ch. 7
DELTA AIR LINES: No Opposition to April Claims Objection Deadline
DELTA AIR LINES: Terms of $2.1 Billion of Financing Transactions
DELTA AIR LINES: Wants Stock Based Claim of Smith Subordinated
DIXIE PELLETS: Gets Interim OK to Access Calyon NY Cash Collateral
E & I CONSTRUCTION: Case Summary & 14 Largest Unsecured Creditors
EMBARCADERO PARTNERS: Case Summary & 6 Largest Unsecured Creditors
ENERGY PARTNERS: Farallon, Wexford & Carlson Disclose Stake
ENTERGY CORP: Fitch Affirms Preferred Stock Ratings at 'BB+'
EPIX PHARMACEUTICALS: 5 Drug Program IPs Sold at Auction
EXTENDED STAY: $4.1 Billion First Mortgage Eyed by Starwood
FINLAY FINE JEWELRY: Bon-Ton to Start Running Jewelry Sections
FIRSTFED FINANCIAL: Files August 2009 Monthly Financial Data
FRANCHISE KINGS: Gets $600,000+ Bid from BRMKUMAR for All Assets
FRIEDMAN'S INC: Bidding Deadline for IP Assets Is Oct. 2
FRONTIER AIRLINES: Emerges from Chapter as Republic Unit
FRONTIER AIRLINES: Cancels Option for More Planes from Bombardier
FRONTIER AIRLINES: Gets Nod for eREV Agreement with RPA
FRONTIER AIRLINES: Travelport Asserts $1.5MM Cure for Contract
FRONTIER COMMUNICATIONS: Fitch Clarifies Info on Covenant Analysis
GALLERIA (HONG KONG) LIMITED: Voluntary Chapter 11 Case Summary
GANNETT CO: Expects Q3 Profit to Exceed Analysts' Forecasts
GEO GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
GRAFTECH INTERNATIONAL: S&P Puts 'BB-' Rating on Positive Watch
HAWAIIAN TELCOM: Confirmation Hearing Adjourned to Nov. 9
HAWAIIAN TELCOM: Kirkland Charges $1.48MM for April-June Work
HAWAIIAN TELCOM: Panel & LCPI Conduct Discovery vs. Each Other
HD SUPPLY: S&P Affirms Corporate Credit Rating at 'B'
HOLLEY PERFORMANCE: Gets Court Approval on First-Day Motions
HUDSON PRODUCTS: S&P Downgrades Secured Term Loan to 'B'
IMAGINE ADOPTION: Exits Chapter 11 Bankruptcy Protection
IMPLANT SCIENCES: Delays Annual Report, Expects $13.5MM Net Loss
ION MEDIA: Begins Soliciting Votes on Reorganization Plan
JERNIGAN CONCRETE: Case Summary & 24 Largest Unsecured Creditors
JL FRENCH: Chapter 11 Plan is Effective and in Full Force
JOHN THOMAS CISNE: Case Summary & 20 Largest Unsecured Creditors
KEITH PIPELINE: Case Summary & 20 Largest Unsecured Creditors
LANDAMERICA FIN'L: Judge Stays Action as to Calif. Controller
LANDAMERICA FIN'L: Sues A. Arthur, et al., to Enjoin Class Suit
LANDAMERICA FIN'L: Time to Remove Actions Extended to Jan. 31
LATIN AMERICAN ROLLER: Bankr. Ct. Won't Hear Insurance Dispute
LITTLE TRAVERSE: Moody's Downgrades Default Rating to 'Ca/LD'
MEGA MEDIA: 1H 2008 Financials Restated to Adjust Loss to $3.16MM
MERRILL CORPORATION: S&P Downgrades Corp. Credit Rating to 'SD'
METALDYNE CORP: Closing of Carlyle Purchase Nears After Union Deal
MGM MIRAGE: Terminates Exchange Offer for 8.50% Notes Due 2010
MIDWAY GAMES: Wins Nod to Pay Wind-Down Bonuses to 21 Employees
MTI GLOBAL: Forbearance with Principal Bank Extended to Feb. 26
MODERN CONTINENTAL: Implements Plan of Liquidation
MODINE MANUFACTURING: GAMCO Discloses 9.23% Equity Stake
MOORE-HANDLEY: House-Hassen Hardware Wins Auction
MRS JOHN STRONG: J.P. Kotts Buys Assets Out of Bankruptcy
MT DORA ESTATES LLC: Case Summary & 13 Largest Unsec. Creditors
MYO HWAN BARBU: Case Summary & 10 Largest Unsecured Creditors
NATIONAL CENTURY: District Judge Denies Sanctions vs. Stein
NATIONAL CENTURY: Hampton-Stein Has Amended Suit vs. UAT, Firms
NATIONAL CENTURY: Last NCFE Defendant Gets 3 Years Probation
NCI BUILDING: S&P Assigns 'B+' Rating on $150 Mil. Loan
NEWPAGE CORP: S&P Downgrades Corporate Credit Rating to 'SD'
NEWPAGE CORP: S&P Corrects Press Release; Puts 'CCC+' Rating
NOWAUTO GROUP: Auditor Departures Prompt Annual Report Delay
NV BROADCASTING: Exits Chapter 11 Bankruptcy Protection
ORIGINAL BAREFOOT: Dumping Trash on VP's Lawn Not a Stay Violation
ORLEANS HOMEBUILDERS: Bank Lender Talks Cue Delay of Annual Report
OZARK RESTAURANT: Case Summary & 26 Largest Unsecured Creditors
PACIFIC LUMBER: Effectiveness of Plan Doesn't Bar Appellate Review
PGLD LEASING: Case Summary & 3 Largest Unsecured Creditors
PHILADELPHIA NEWSPAPERS: Union, Erving Objects Chapter 11 Plan
PHILADELPHIA NEWSPAPERS: U.S. Trustee Balks at Probe Request
PHOENIX FOOTWEAR: Wells Fargo Extends Forbearance to Oct. 6
PIKE NURSERY: Trustee Submits $3MM Settlement With Roark to Court
PILGRIM'S PRIDE: Wins Approval of Incentive Bonus Plan
POSITRON CORP: Registers 10MM Shares Under 2009 Incentive Plan
PRECISION GRADING: Case Summary & 20 Largest Unsecured Creditors
PREMIER DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
PRIME GROUP REALTY: Extended Stay Sale Prompts Citicorp Release
PTC ALLIANCE: Files for Chapter 11 to Sell Assets to Black Diamond
RAILAMERICA INC: Public Offering Won't Affect Moody's 'B1' Rating
REALOGY CORP: Inks Agreements as Part of Incremental Term Loans
REALOGY CORP: S&P Raises Corporate Credit Rating to 'CC'
REGENCY CENTERS: S&P Downgrades Preferred Stock Rating to 'BB+'
REMOTE DYNAMICS: June 30 Balance Sheet Upside-Down by $10 Million
RITE AID: Reports 0.3% Same Store Sales Decrease for September
ROYAL BANCSHARES: Partnership Gets Senior Loan Default Notice
SAJJAD QAMAR: Case Summary & 20 Largest Unsecured Creditors
SAKS INC: $100 Mil. Equity Issuance Won't Affect S&P's 'B-' Rating
SALT VERDE: S&P Downgrades Subordinated Debt Rating to 'BB+'
SAMSONITE STORES: Committee Retains Ashby as Delaware Counsel
SAMSONITE STORES: Committee Retains BDO Seidman as Fin'l Advisors
SAMSONITE STORES: Committee Retains Cooly Godward as Lead Counsel
SAMSONITE STORES: Gets Nod for Paul Weiss as Bankruptcy Counsel
SEALY CORP: Records $12.1 Mil. Net Income for August 30 Quarter
SEMGROUP LP: Gets Court Nod for Settlement with Nustar
SEMGROUP LP: Judge Shannon Issues Disclosure Statement Order
SEMGROUP LP: Court to Convene Hearing on DIP Loan Extension Oct. 8
SHENANDOAH INVESTMENT: Case Summary & 20 Largest Unsec. Creditors
SIMMONS COMPANY: Unit's Forbearance Extended to Nov. 16
SIX FLAGS: Shareholder Proposes Reorganization Plan
SIX FLAGS: Committee Applies to Retain Hilco as Consultant
SIX FLAGS: Files FRBP Rule 2015.3 Report on Interests
SIX FLAGS: Wants Nod to Enter Into NY Office Space Lease
SONA LLC: Case Summary & 20 Largest Unsecured Creditors
SOUTHEAST TELEPHONE: Files Chapter 11 in Pikeville, Kentucky
SPANSION INC: Court to Consider Exclusivity Extension on Oct. 2
SPANSION INC: GE Financial Wants Payment of Administrative Claim
SPANSION INC: Gets Court Nod to Assume Microsoft Licensing Deals
SPANSION INC: Time to Remove Civil Actions Moved to Dec. 1
SPECTRUM BRANDS: Claims Totaling $14 Bil. Filed as of Aug. 20
SPECTRUM BRANDS: Gets Court Nod to Assume 33 Leases
SPECTRUM BRANDS: Wants 13 Chapter 11 Cases Closed
ST JOSEPH: Moody's Affirms 'Ba1' Rating on $248.9 Mil. Bonds
STANDARD PACIFIC: Increases Tender Offer Payment to $260MM
STATION CASINOS: CBMS Units Get Nod to Tap GD&C as Counsel
STATION CASINOS: CMBS Debtors Get Nod for FTI as Fin'l Advisors
STATION CASINOS: Wins Nod for Fin'l Advisors for SL Committee
STERLING MINING: Fined $50,000 for Breaches at Sunshine Mine
STONE CONNECTION: Files Chapter 11 in Atlanta, Georgia
SUN-TIMES MEDIA: Many Unions Snub Jim Tyree's Purchase Offer
SUNWEST MANAGEMENT: Regulators Try to Block Reorganization Plan
TATANKA HOTEL DEVELOPMENT: Voluntary Chapter 11 Case Summary
TEGAL CORPORATION: Posts $2.6MM Net Loss in Quarter Ended June 30
TENNESSEE ENERGY: S&P Downgrades Senior Debt Ratings to 'BB+'
TRANSDIGM INC: Moody's Assigns 'B3' Rating on $425 Mil. Notes
TRANSDIGM INC: S&P Assigns 'B-' Rating on $425 Mil. Senior Notes
TROY ELEVATOR: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Donald Trump Discloses 8.28% Equity Stake
TRUMP ENTERTAINMENT: New Century Wants to Join in Restructuring
UAL CORP: Plans Common Stock & Convertible Notes Public Offering
UNITED SITE: Moody's Downgrades Corporate Family Rating to 'Caa3'
US SHIPPING: Pre-Arranged Plan Confirmed by Bankruptcy Court
UVRP LLC: Case Summary & 13 Largest Unsecured Creditors
VENOCO INC: Moody's Affirms Corporate Family Rating at 'B3'
VENOCO INC: S&P Assigns 'CCC+' Rating on $150 Mil. Senior Notes
VECTRIX CORP: Proposes GH-Led Auction on October 29
VIRGIN MOBILE: Sprint to Apply Discount to PCS Deal Charges
VITESSE SEMICONDUCTOR: Has Lenders' Forbearance Until Oct. 9
W R GRACE: Court OKs Amended Allstate Insurance Agreement
W R GRACE: Court OKs Settlement Agreement With Scotts Company
WADLEY REGIONAL: PBGC Protects Underfunded Pension Plan
WARREN EDMONDS: Voluntary Chapter 11 Case Summary
WEINSTEIN CO: Needs Fresh Capital Infusion to Ease Cash Squeeze
WHITE ENERGY: Asks for Plan Exclusivity Until Jan. 14
WL HOMES: Home Owners Wants to File Suit Over Defective Houses
XP ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
* Amendment on Medicare May Bankrupt North Dakota Hospitals
* Commercial Bankruptcies Surpass Consumer Bankruptcies in Q2
* Fitch Says Music Industry Poised to Navigate Digital Transition
* South Carolina Bankrupt Jobless Benefits Fund Needs Money
* Convicted Lawyer Kwame Mumina to Return to Practicing La
* Dave Cleary Returns to Lead Greenberg's Phoenix Bankr. Practice
* McDonald Hopkins Law Firm Elects Three Members
* McKool Smith Adds National Bankruptcy Practice
* BOOK REVIEW: Working Together - 12 Principles for Achieving
Excellence
*********
869 WORCESTER STREET: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: 869 Worcester Street Wellesley, LLC
136 Worcester Street
Wellesley, MA 02181
Bankruptcy Case No.: 09-19352
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No.
------ --------
Worcester Street, LLC 09-19354
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Debtor's Counsel: John F. Davis, Esq.
900 Cummings Center, Suite 207T
Beverly, MA 01915
Tel: (978) 232-9640
Fax: (978) 232-9644
Email: john@jfdesq.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Dean Behrend.
ACCURIDE CORP: Forbearance with Bondholders Extended to Oct. 5
--------------------------------------------------------------
Accuride Corporation on September 30 reported that it continues to
have constructive discussions with key constituents in regards to
an expected restructuring transaction. As a result, the Company
has entered into a new agreement with each of the holders of its 8
« percent Senior Subordinated Notes due 2015 and the lenders under
its Fourth Amended and Restated Credit Agreement that effectively
extend the term of the previous waiver and forbearance agreements
to October 5, subject to certain early termination provisions.
"The extensions offer the Company the additional time we believe
is necessary to solidify a restructuring arrangement which
addresses our balance sheet issues," said Bill Lasky, Accuride's
President, CEO, and Chairman of the Board.
Sun Capital Exercises Warrant
On September 28, 2009, an affiliate of Sun Capital Securities
Group, LLC, exercised a portion of its Warrant exercisable for 25
percent of the Company's fully-diluted common stock. Upon notice
from Sun Capital that it was exercising the Warrant for 24.5
percent of the Company's fully-diluted common stock on a cashless
basis, the Company issued 11,386,345 shares of common stock to Sun
Capital. Sun Capital may exercise the remaining portion of the
Warrant at any time through February 4, 2019.
Indemnification Agreements
Meanwhile, on September 28, 2009, Accuride entered into
Indemnification Agreements, with Michael Alger, who was recently
appointed to the Company's Board of Directors, James Woodward,
Senior Vice President and Chief Financial Officer, and certain
other officers of the Company and its subsidiaries.
About Accuride Corp.
Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components. Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.
As of June 30, 2009, the Company had $704.7 million in total
assets; $732.0 million in total current liabilities and $114.0
million in other liabilities; and $141.4 million in stockholders'
deficiency.
As reported by the TCR on September 7, 2009, Moody's Investors
Service lowered Accuride's Probability of Default Rating and
Corporate Family Rating to Ca\LD and Ca, respectively. Moody's
believes that the company's continued financial difficulties
increase the likelihood of a distressed exchange or a bankruptcy
filing as the company seeks to restructure its business
ACUFF HOMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Acuff Homes Co., Inc.
P.O. Box 24166
Overland Park, KS 66283
Bankruptcy Case No.: 09-23295
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: Stephen B. Sutton, Esq.
Lathrop & Gage L.C.
2345 Grand Blvd.
Kansas City, MO 64108-2684
Tel: (816) 292-2000
Email: ssutton@lathropgage.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/ksb09-23295.pdf
The petition was signed by Collin D. Acuff, president of the
Company.
ADVANCED MICRO: Board Appoints Craig Conway as Director
-------------------------------------------------------
The Board of Directors of Advanced Micro Devices, Inc., appointed
Craig A. Conway as a director effective September 27, 2009.
Mr. Conway is expected to be appointed to the Nominating and
Corporate Governance Committee of the Board in October 2009.
Mr. Conway will receive similar benefits the Company provides to
non-employee independent directors, which are described in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on March 18, 2009. On September 27, 2009, Mr.
Conway was granted 50,000 restricted stock units, which will vest
in equal installments on the anniversary of the date of grant over
three years.
"Craig will be an asset to our board as he brings great strategic
vision and a solid track record in positioning companies for
success," said Bruce Claflin, chairman, AMD Board of Directors.
"Craig is a respected and proven leader who has guided companies
for growth and leadership in some of the world's most competitive
technology markets. We look forward to his participation on the
board," said Dirk Meyer, president and chief executive officer of
AMD.
Mr. Conway, 54, has successfully led several technology companies,
most recently serving as president and CEO of PeopleSoft, Inc.
from 1999 to 2004. While at PeopleSoft, the company grew into the
world's second largest provider of enterprise business application
software. Mr. Conway has also served as president and CEO of TGV
Software and One Touch Systems. Previously, he held executive
management positions at a variety of leading technology companies
including executive vice president at Oracle Corporation.
Mr. Conway is a graduate of the State University of New York at
Brockport, where he received a Bachelor of Science degree in
Computer Science and Mathematics.
About Advanced Micro Devices
Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.
As reported by the Troubled Company Reporter on May 26, 2009,
Fitch revised the senior unsecured debt rating on Advanced Micro
Devices to 'CC/RR6' from 'CCC/RR6'. Fitch affirmed AMD's Issuer
Default Rating at 'B-'. The Rating Outlook is Negative.
The TCR said on April 24, 2009, that Standard & Poor's Ratings
Services removed its ratings on AMD from CreditWatch and lowered
its corporate credit and senior secured ratings on the Company to
'CCC+' from 'B'. S&P also revised the recovery rating on the
senior unsecured notes '4' from '3'. The '4' recovery rating
reflects average (30%-50%) recovery in the event of a payment
default. The ratings were placed on CreditWatch on April 8, 2009.
The outlook is negative.
ALON REFINING: S&P Assigns 'BB' Rating on $205 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating (two notches above the corporate credit rating on the
company) to Alon Refining Krotz Springs Inc.'s new $205 million
senior secured notes due 2014. In addition, S&P assigned a
recovery rating of '1', indicating expectations of very high (90%-
100%) recovery in a payment default. In the case that the total
notes offering is $225 million or more, then Standard & Poor's
will revise downward the issue ratings on the notes to 'BB-' and
the recovery rating to '2'.
Alon Krotz Springs will use proceeds from the new notes to pay
down the amount outstanding under the term loan B and for general
corporate purposes, including to post cash collateral for hedges
the company may put in place.
The corporate credit rating on Alon Krotz Springs is 'B+' and the
outlook is stable. The ratings on Alon Krotz Springs reflect the
significant challenges the company faces as a small, single-asset
petroleum refiner and marketer participating in a competitive,
volatile, and highly capital-intensive industry. In addition, the
Krotz Springs refinery is unable to produce ultra-low sulfur
diesel and processes lighter grades of crude oil, which limits
cash flows and liquidity in general. The ratings also incorporate
the company's low debt leverage, market access via the Colonial
Pipeline, and originally a five-year contract with Valero Energy
Corp. for its high sulfur diesel production.
Rating List
Alon Refining Krotz Springs Inc.
Corporate Credit Rating B+/Stable/--
Rating Assigned
Alon Refining Krotz Springs Inc.
$205 Mil. Sr Sec. Notes Due 2014 BB
Recovery Rating 1
AMARAVATHI LTD: Three Class A-plus Complexes Put on Sale
--------------------------------------------------------
Amy Wolff Sorter at GlobeSt.com reports that three class A-plus
complexes in Chapter 11 have been put on sale, along with
modifiable, assumable debt. The amenities are attached to
Monterone Round Rock and sister assets 502-unit Monterone Steiner
Ranch and 332-unit Monterone Canyon Creek, GlobeSt.com states.
GlobeSt.com relates that the complexes' 1,417 units, bought in
2007 for between $185 million and $190 million by CNC Investments,
are now in foreclosure and being marketed without a price.
According to GlobeSt.com, the loan attached to the portfolio has a
5.77% interest rate, interest only for another seven years. The
report says that the deadline for offers is October 29. Patton
Jones with Apartment Realty Advisors' Austin office is leading the
ARA marketing team in marketing the portfolio, the report states.
Headquartered in Houston, Texas, Amaravathi Limited Partnership
dba Monterone Round Rock, Mansions at Steiner Ranch, Monterone
Canyone Creek, Mansions on the Green II, Monterone Steiner Ranch,
Mansions at Canyon Creek and Mansions on the Green I owns and
operates four apartment complexes in Round Rock and Austin, Texas.
The Company and Amaravathi Keerthi, LLC, its affiliate, filed for
separate Chapter 11 on April 23, 2009 (Bankr. S.D. Tex. Case No.:
09-32754). Kyung Shik Lee, Esq., at Diamond McCarthy Taylor and
Finley represents the Debtors in their restructuring efforts. The
Debtors have assets and debts both ranging from $100 million to
$500 million.
AMBASSADORS INT'L: Posts $22MM Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Ambassadors International, Inc., posted a net loss of $22,047,000
for three months ended June 30, 2009, compared with a net loss of
$2,921,000 for the same period in 2008.
For six months ended June 30, 2009, the Company posted a net loss
of $33,459,000 compared with a net loss of $15,432,000 for the
same period in 2008.
The Company's balance sheet at June 30, 2009, showed total assets
of $153,894,000, total liabilities of $127,292,000 and a
stockholders' equity of $26,602,000.
A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45fc
Ambassadors International, Inc. (NASDAQ:AMIE) is a cruise, marine,
and travel and events company. The Company's cruise operations
include United States-flagged cruise ships that sail along the
inland rivers and coastal waterways of North America and
international-flagged ships that sail to destinations in the
Caribbean, Europe, the Americas and the Greek Isles. Through its
marine business, the Company is a global provider of marina design
and construction services. The marine business also offers marine
operations, management and consulting services to marina owners.
Through its travel and events business, the Company provided event
services to corporations, associations and trade show companies.
Going Concern Doubt
On April 14, 2009, Ernst & Young in Irvine, California expressed
substantial doubt about Ambassadors International, 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 incurred recurring
operating losses and is not in compliance with certain debt
covenants at Dec. 31, 2008.
AMERICAN HOMEPATIENT: Nexbank Extends Forbearance to Nov. 1
-----------------------------------------------------------
American HomePatient, Inc., one of the nation's largest home
health care providers, has entered into a third forbearance
agreement with NexBank, SSB, the agent for its senior debt, and
the holders in interest of a majority of the senior debt.
Approximately $226 million was due to be repaid in full on the
maturity date of August 1, 2009 pursuant to the terms of the
Company's secured promissory note to the Agent. The parties to
the forbearance agreement have agreed to not exercise, prior to
November 1, 2009, any of their rights or remedies for the
Company's failure to repay the debt in full on the maturity date.
The Company, the Agent, and the Forbearance Holders continue to
work toward a resolution of the debt maturity issue. However,
there can be no assurance a resolution will be reached with
favorable terms to the Company and its stockholders or at all.
American HomePatient, Inc. is one of the nation's largest home
health care providers with operations in 33 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.
The Company has total assets of $240,989,000 against total
liabilities of $274,254,000 as of June 30, 2009.
APPALACHIAN COAL: Massey Energy Acquires Affiliate's Assets
-----------------------------------------------------------
The Associated Press reports that Massey Energy Co. said that it
has acquired 23 million tons of coal reserves and several mines
from Appalachian Fuels, LLC.
According to The AP, Massey Energy said that the acquisition
includes a preparation plant and some equipment. The deal covers
reserves and mines in Fayette County and more than half the
reserves can be sold for making steel, the report says, citing
Massey Energy. Terms weren't disclosed, The AP states.
Lexington, Kentucky-based Appalachian Coal Holdings, Inc., filed
for Chapter 11 bankruptcy protection on July 9, 2009 (Bankr. E.D.
Ky. Case No. 09-10405). The Company's affiliates -- Appalachian
Fuels, LLC; Appalachian Environmental, LLC; Appalachian Premium
Fuels, LLC; Kanawha Development Corporation; and Southern Eagle
Energy, LLC -- also filed for Chapter 11 bankruptcy. W. Thomas
Bunch Sr., Esq., who has an office in Lexington, Kentucky, assists
Appalachian Coal in its restructuring efforts. Appalachian Coal
listed $61,088,422 in liabilities.
ARROW PAPER LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arrow Paper LLC
160 Fairbanks Street
Jackson, MS 39202
Bankruptcy Case No.: 09-03425
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Southern District of Mississippi
(Jackson Divisional Office)
Judge: Neil P. Olack
Debtor's Counsel: J. Walter Newman IV, Esq.
248 East Capitol Street, Suite 539
Jackson, MS 39201
Tel: (601) 948-0586
Fax: (601) 948-0588
Email: wnewman95@msn.com
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
The petition was signed by Chris Saxton, president of the Company.
BANKUNITED FINANCIAL: Unsec. Creditors Get Nod to Sue Ex-Officers
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The official committee of unsecured creditors of BankUnited
Financial Corp. obtained permission from Bankruptcy Judge Laurel
Isicoff to investigate and pursue claims against current and
former officers and directors of BankUnited, Bloomberg News
reported.
The Committee seeks to look into claims arising from alleged
breaches of duty by current and former officers and directors and
pre-bankruptcy professionals, including law firm Camner Lipsitz PA
and any current or future member of the firm.
Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues. BankUnited estimated
the Bank of New York claim tied to convertible securities at
$184 million. U.S. Bank and Wilmington Trust are owed
$120,000,000 and $118,171,000 on account of senior notes.
BankUnited Financial Corp. -- http://www.bankunited.com/-- was
the holding company for BankUnited FSB, the largest banking
institution headquartered in Coral Gables, Florida. On May 21,
2009, BankUnited FSB was closed by regulators and the Federal
Deposit Insurance Corporation facilitated a sale of the bank to a
management team headed by John Kanas, a veteran of the banking
industry and former head of North Fork Bank, and a group of
investors led by W.L. Ross & Co. BankUnited, FSB, had assets of
$12.8 billion and deposits of $8.6 billion as of May 2, 2009.
The Company and its affiliates filed for Chapter 11 on May 22,
2009 (Bankr. S.D. Fla. Lead Case No. 09-19940). Stephen P.
Drobny, Esq., and Peter Levitt, Esq., at Shutts & Bowen LLP; Mark
D. Bloom, Esq., and Scott M. Grossman, Esq., at Greenberg Traurig,
LLP; and Michael C. Sontag, at Camner, Lipsitz, P.A., represent
the Debtors as counsel. Corali Lopez-Castro, Esq., David Samole,
Esq., at Kozyak Tropin & Throckmorton, P.A.; and Todd C. Meyers,
Esq., at Kilpatrick Stockton LLP, serve as counsel to the official
committee of unsecured creditors.
In its bankruptcy petition, BankUnited Financial Corp. said it has
assets of $37,729,520 against debts of $559,740,185.
BEDROCK INTERNATIONAL: Taps Lentz Clark as Bankruptcy Counsel
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Bedrock International, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas for authority to employ Lentz Clark Deines PA
as counsel.
LCD will represent the Debtor in its Chapter 11 bankruptcy
proceedings.
The hourly rates of LCD personnel are:
Partners $220 - $300
Legal Assistants $90
Carl R. Clark, a shareholder in LCD and Jeffrey A. Deines, an
associate with LCD, tell the Court that their firm received a
$50,000 retainer fee. Since June 10, 2009, LCD was paid $17,164
for professional services rendered and expenses incurred byLCD
prior to, and in connection with, the commencement of the case,
including the filing fee.
Messrs. Clark and Deines assure the Court that LCD is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Messrs. Clark and Deines can be reached at:
Lentz Clark Deines PA
9260 Glenwood
Overland Park, KS 66212
Tel: (913) 648-0600
Fax: (913) 648-0664
About Bedrock International, LLC
Lenexa, Kansas-based Bedrock International, LLC, operates a
granite and marble natural retail business. The Debtor filed for
Chapter 11 on Sept. 11, 2009 (Bankr. D. Kans. Case No. 09-22988).
Jeffrey A. Deines, Esq., and Carl R. Clark, Esq., at Lentz Clark
Deines PA, represent the Debtor in its restructuring effort. In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.
BEDROCK INTERNATIONAL: Has Until October 16 to File Schedules
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The U.S. Bankruptcy Court for the District of Kansas extended
until Oct. 16, 2009, Bedrock International, LLC's time to file its
schedules of assets and liabilities and statement of financial
affairs.
Lenexa, Kansas-based Bedrock International, LLC, operates a
granite and marble natural retail business. The Debtor filed for
Chapter 11 on Sept. 11, 2009 (Bankr. D. Kans. Case No. 09-22988).
Jeffrey A. Deines, Esq., and Carl R. Clark, Esq., at Lentz Clark
Deines PA represents the Debtor in its restructuring effort. In
its petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.
BLOOMINGTON HOSPITALITY: Voluntary Chapter 11 Case Summary
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Debtor: Bloomington Hospitality, Inc.
2812 W. Peterson Ave.
Chicago, IL 60659
Bankruptcy Case No.: 09-36195
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: A. Benjamin Goldgar
Debtor's Counsel: Al-Haroon Husain, Esq.
Himont Law Group, Ltd.
2800 S. River Road, Suite 375
Des Plaines, IL 60018
Tel: (312) 371-7660
Fax: (312) 803-2761
Email: al.husain@himontlawgroup.com
Estimated Assets: $0 to $50,000
Estimated Debts: $1,000,001 to $10,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by Riaz Shakir, president of the Company.
BOOZ ALLEN: S&P Raises Corporate Credit Rating to 'BB-'
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Standard & Poor's Rating Services said it raised its corporate
credit rating on McLean, Virginia-based Booz Allen Hamilton Inc.
to 'BB-' from 'B+'. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's senior secured credit facility one notch to 'BB+' (two
notches higher than the corporate credit rating) from 'BB'. The
credit facility consists of a $125 million senior secured term
loan A due 2014 ($120.3 million outstanding), a $585 million
senior secured term loan B due 2015 ($580 million outstanding),
and a $100 million undrawn revolving credit facility. The '1'
recovery rating on the senior secured facility remains unchanged,
indicating S&P's expectation for a very high (90%-100%) recovery
in the event of a payment default. S&P also raised the issue-
level rating on Booz Allen's $550 million senior unsecured term
loan due 2016 one notch to 'B+', one notch lower than the
corporate credit rating, from 'B'. The '5' recovery rating on the
notes remains unchanged, indicating S&P's expectation for modest
(10%-30%) recovery in the event of a payment default.
"The upgrade is based on recent leverage improvement and S&P's
expectation that Booz Allen will continue to experience solid
revenue and EBITDA growth over the next year, resulting in
additional improvement in credit metrics," said Standard & Poor's
credit analyst Susan Madison. Since its mid-2008 spinoff and
recapitalization, Booz Allen has reduced debt to EBITDA by almost
two turns, and S&P expects this metric to improve further to the
low-4x area by March 31, 2010. "Additionally," said Ms. Madison,
"the company generates meaningful discretionary cash flow, which,
if applied to debt reduction, could accelerate credit
improvement."
BOSTON SCIENTIFIC: Reaches Settlement Pact With J&J
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Keith J. Winstein at The Wall Street Journal reports that Boston
Scientific Corp. has agreed to pay $716 million to Johnson &
Johnson to settle 14 lawsuits over conflicting patent claims.
The Journal relates that the settlement also includes a lawsuit
that had resulted in a verdict in favor of J&J that Boston
Scientific had appealed.
According to The Journal, the settlement resolves most of Boston
Scientific's legal liability to J&J on lawsuits over stents,
leaving at least three suits between the two companies unresolved.
The Journal states that Boston Scientific will pay the settlement
out of cash holdings, which were $1.2 billion at the end of June.
Boston Scientific said that it has already accounted for the
expense, The Journal relates.
Boston Scientific -- http://www.bostonscientific.com/-- is a
worldwide developer, manufacturer and marketer of medical devices
whose products are used in a broad range of interventional medical
specialties.
The Company had assets of $26.2 billion against debts of $12.78
billion as of June 30, 2009.
Boston Scientific carries a 'BB+' issuer default rating from Fitch
Ratings. It has 'BB+' ratings from Standard & Poor's. It carries
a 'Ba1' corporate family rating from Moody's.
BUILDERS FIRSTSOURCE: Stadium Balks at Recapitalization Proposal
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Stadium Capital Management, LLC, on September 24, 2009, sent a
letter to the Special Committee of the Board of Directors of
Builders FirstSource, Inc., outlining the serious financial, legal
and ethical issues within the proposal made by Warburg Pincus
Private Equity IX, L.P., and JLL Partners Fund V, L.P. to the
Board to, among other things, recapitalize the Company's debt
owned by JLL, Warburg and others. In the September Letter, SCM
urged the Special Committee to reject the Recapitalization
Proposal as wholly inappropriate and unwarranted at the present
time.
The Recapitalization Proposal was made to the Company in a letter
from Paul S. Levy and Kevin Kruse (both BLDR directors). SCM is
the advisor for four clients that own a total of 5,367,140 shares
of BLDR common stock, or approximately 14.9% of the Company's
outstanding common stock.
"Despite our efforts to contact the Special Committee of
Independent Directors of BLDR, we have not been able to speak
directly with the members of the Committee. This delay has left
Stadium with no recourse but to submit this letter to highlight
the serious financial, legal and ethical issues within the
Recapitalization Proposal. To be absolutely clear, we urge the
Committee to reject this self-dealing Recapitalization Proposal as
wholly inappropriate and unwarranted at the present time," SCM
said.
As expressed in the September Letter, SCM's concerns regarding the
Recapitalization Proposal include that:
-- The Recapitalization Proposal is blatantly unfair to the
minority stockholders and represents extraordinary self-
dealing by Warburg and JLL;
-- The Company has adequate liquidity at the present time,
making the Recapitalization Proposal unnecessary, and any
suggestion to the contrary by Warburg or JLL is misleading
and an attempt to pressure the Company and the Special
Committee into a recapitalization that is shockingly self-
serving to Warburg and JLL;
-- While undoubtedly the Company (like most other companies)
could find potentially productive uses for additional
capital, nothing about the Company's current circumstances
warrants a recapitalization on terms reflecting the
desperation of the Recapitalization Proposal -- terms that
are extraordinarily beneficial to Warburg and JLL while
being commensurately punitive to the minority
stockholders; and
-- Warburg and JLL are abusing their position as control
stockholders, have acted contrary to law and are
pressuring the Company and the Special Committee to
proceed with the proposed transaction.
A full-text copy of the September Letter is available at no charge
at http://ResearchArchives.com/t/s?45f9
On September 24, 2009, SRV sent a demand to the Company in
accordance with Section 220 of the Delaware General Corporation
Law to inspect certain books and records of the Company to allow
it (i) to determine whether the terms of the Recapitalization
Proposal are fair to the stockholders of the Company, other than
JLL and Warburg, (ii) to determine what actions the Board has
taken to evaluate and consider whether additional capital or
financing is necessary or advisable for the Company's operations,
and if so, what alternative financing and capital raising
transactions are available in the public market, (iii) to
determine what actions the Board has taken to consider the
independence of the directors designated as such in the Company's
public filings, and in particular the independence and
disinterested qualification of the members of the Special
Committee, and (iv) to determine whether the directors affiliated
with Warburg and JLL have breached their fiduciary duties to the
Company.
As reported by the Troubled Company Reporter on September 4, 2009,
Builders FirstSource has received a proposal from its two largest
stockholders, JLL Partners Fund V, L.P. and Warburg Pincus Private
Equity IX, L.P., to restructure the Company's outstanding
$275.0 million aggregate principal amount of second priority
senior secured floating rate notes and a common stock rights
offering to Builders FirstSource common stockholders.
As of August 31, 2009, JLL and Warburg together beneficially owned
approximately 50% of the outstanding shares of Builders
FirstSource common stock. Builders FirstSource has been informed
by JLL and Warburg that, as of August 31, 2009, they collectively
beneficially owned approximately $98 million aggregate principal
amount of the Notes.
About Builders FirstSource
Headquartered in Dallas, Texas, Builders FirstSource (NasdaqGS:
BLDR) -- http://www.bldr.com/-- is a leading supplier and
manufacturer of structural and related building products for
residential new construction. The Company operates in 9 states,
principally in the southern and eastern United States, and has 55
distribution centers and 51 manufacturing facilities, many of
which are located on the same premises as our distribution
facilities. Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors. Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.
The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.
* * *
As reported by the Troubled Company Reporter on September 7, 2009,
Moody's Investors Service lowered the Probability of Default
rating of Builders FirstSource to Caa3 from Caa1. In related
rating actions Moody's affirmed BLDR's Caa1 Corporate Family
Rating and downgraded the Sr. Secured Notes due 2012 to Caa3 from
Caa2. The Speculative Grade Liquidity rating remains SGL-4. The
outlook is negative.
The TCR said September 4, 2009, Standard & Poor's Ratings Services
placed its ratings, including the 'CCC+' corporate credit rating,
on Builders FirstSource on CreditWatch with negative implications.
BUILDING MATERIALS: Obtains Commitment for $83.5MM Exit Financing
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Building Materials Holding Corporation, a provider of building
materials and construction services to professional residential
builders and contractors, on October 1 announced that it has
secured a commitment for $83.5 million of exit financing that will
be available to the Company upon its emergence from Chapter 11 to
help meet its operating needs and grow its business. The
agreement includes an option to expand the facility by up to $20
million, for a total of $103.5 million, subject to certain
conditions. The facility will be provided by a group of lenders
led by Wells Fargo. BMHC expects to emerge from Chapter 11 before
the end of the year.
BMHC also announced that it has filed an Amended Disclosure
Statement and Plan of Reorganization with the U.S. Bankruptcy
Court in Wilmington, Delaware. The amended plan, which is subject
to Court approval, provides for BMHC's secured lenders to convert
debt into equity, becoming majority owners of the Company upon
emergence. The proposed treatment of other creditor classes,
including general unsecured creditors, is described in the amended
Disclosure Statement.
"We are very pleased to have obtained a commitment for exit
financing, which is an important step in preparing the Company for
emergence and keeps us on track to complete our balance sheet
restructuring before year-end," said Robert E. Mellor, Chairman
and Chief Executive Officer. "The restructuring will reduce our
debt substantially and provide us with greater financial
flexibility, putting our Company in a stronger position for the
future. We look forward to completing the remaining steps in this
process, while continuing to provide our customers and business
partners with the high level of quality and service they know they
can expect from BMHC."
On June 16, 2009, BMHC and all of its subsidiaries voluntarily
initiated reorganization cases in Delaware under Chapter 11 of the
U.S. Bankruptcy Code. A hearing at which the Company will seek
Court approval of its Amended Disclosure Statement has been
scheduled for October 7, 2009. Pursuant to the bankruptcy plan,
BMHC's existing common shares held by shareholders will be
extinguished and these shareholders will not receive any
distributions.
About Building Materials
Building Materials Holding Corporation -- http://www.bmhc.com/--
is one of the largest providers of building materials and
residential construction services in the United States. BMHC
serves the homebuilding industry through two recognized brands: as
BMC West, it distributes building materials and manufacture
building components for professional builders and contractors in
the western and southern states; as SelectBuild, it provides
construction services to high-volume production homebuilders in
key markets across the country.
BMHC and 11 affiliates filed for bankruptcy on June 16, 2009
(Bankr. D. Del. Lead Case No. 09-12074). Judge Kevin J. Carey
handles the case. Michael A. Rosenthal, Esq., and Matthew K.
Kelsey, Esq., at Gibson, Dunn & Crutcher LLP; and Sean M. Beach,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as bankruptcy
counsel. Paul Croci, at Peter J. Solomon Company, serves as
financial advisor. Joseph Spano at Alvarez & Marsal North
America, LLC, serves as restructuring advisor. The Debtors' tax
consultant is KPMG LLP; tax advisor is PricewaterhouseCoopers LLP;
and claims and notice agent is The Garden City Group, Inc.
As of March 31, 2009, the Debtors had total assets of $480,148,000
and total debts of $481,314,000.
CANWEST LIMITED: Lender Talks Go On; Forbearance Moved to Oct. 31
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Canwest Global Communications Corp. said its subsidiary, Canwest
Limited Partnership, is continuing discussions with its lenders
under its senior secured credit facility regarding the framework
for a potential recapitalization transaction.
Under the terms of the forbearance agreement, as announced on
September 10, 2009, the senior lenders have agreed not to enforce
their rights under the senior credit facility arising from the
Limited Partnership's defaults prior to October 31, 2009.
The forbearance agreement is subject to the satisfaction of
certain milestones. The Limited Partnership and senior lenders
have agreed to extend the dates by which certain milestones must
be achieved including the date by which there must be an agreement
on the principal terms of a recapitalization transaction.
The Limited Partnership owns and operates 12 daily newspapers, 23
community newspapers, more than 80 online operations as well as
other publications and national services. It does not include the
National Post newspaper or its related online operations.
Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company. In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia,
Turkey,Indonesia, Singapore, the United Kingdom and the United
States.
At May 31, 2009, Canwest Media had C$4,847,020,000 in total assets
and C$5,826,522,000 in total liabilities.
* * *
As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service downgraded Canwest Limited Partnership's
probability of default rating to Ca/LD and its corporate family to
Caa3 after the Company failed to pay US$10 million due under its
senior secured credit facility on May 29, 2009, the end of the
company's fiscal quarter. This suggests that CLP has chosen to
force the issue with its bank lenders, and is also likely an
indication that ongoing negotiations with the bank lenders were
not going well, according to Moody's. Since the payment includes
a principal component and there is no cure period, the bank credit
facility is now in default. The lenders have not accelerated
repayment.
The TCR on June 2, 2009, said Standard & Poor's Ratings Services
lowered its ratings on Canwest LP, including the corporate credit
and senior secured ratings to 'D' (default) from 'CCC' and the
rating on the C$75 million senior subordinated credit facility due
2015 to 'D' from 'CC'. S&P also lowered the rating on the
Company's US$400 million senior subordinated notes due 2015 to 'C'
from 'CC'.
CASCADE GRAIN: Reorganization Case Converted to Ch 7 Liquidation
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The U.S. Bankruptcy Court for the District of Oregon has converted
Cascade Grain Products LLC' Chapter 11 reorganization case to
Chapter 7 liquidation, Erin Voegele at Ethanol Producer Magazine
reports, citing JH Kelly LLC Ethanol.
Cascade Grain Products filed for Chapter 11 on January 28, 2009
(Bankr. D. Oregon Case No. 09-30508). Douglas R. Pahl, Esq., at
Perkins Coie LLP, represents the Debtor. The petition says that
assets and debts range $100 million to $500 million.
JH Kelly LLC is a joint venture between the Industrial Company and
JH Kelly Holdings LLC, constructed the Cascade Grain plant.
Ethanol Producer relates that representatives of JH Kelly LLC will
work closely with the bankruptcy trustee to maintain Cascade
Grain's ethanol facility and prepare it for sale with proceeds
being distributed to the creditors.
JH Kelly LLC spokesperson Mark Fleischauer said that the company
has a lien in place against Cascade Grain for $33 million, Ethanol
Producer states. "We are talking with interested parties right
now, and are hoping to work out an agreement with them. If not,
it will go to auction by the beginning of the year," the report
quoted Mr. Fleischauer as saying.
Citing Mr. Fleischauer, Ethanol Producer relates that the Cascade
facility is currently shutdown, but is capable of restarting.
Cascade Grain Products LLC -- http://www.cascadegrain.com-- is a
member of a family of companies ultimately controlled by Berggruen
Holdings Ltd. Cascade Grain Products has a 113.4 million gallon
ethanol plant in Oregon.
CHARLES BRICKMAN: Case Summary & 2 Largest Unsecured Creditors
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Joint Debtors: Charles Brickman
Michelle Brickman
1 Colt Lane
Bell Canyon, CA 91307
Bankruptcy Case No.: 09-22817
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Maureen Tighe
Debtors' Counsel: Gerald Wolfe, Esq.
6B Liberty Suite 210
Aliso Viejo, CA 92656
Tel: (949) 257-0961
Fax: (949) 608-8930
Email: gerald@gwesq.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 2 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-22817.pdf
The petition was signed by the Joint Debtors.
CINCINNATI BELL: Fitch Assigns 'BB-/RR3' Rating on $500 Mil. Notes
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Fitch Ratings has assigned a 'BB-/RR3' rating to Cincinnati Bell
Inc.'s proposed offering of $500 million of senior unsecured notes
due 2017. The company's Issuer Default Rating is 'B+'. The
Rating Outlook is Stable.
The proceeds will be used to call the company's outstanding 7-1/4%
notes due in 2013 in the amount of $440 million plus accrued
interest and call premium, as well for general corporate purposes.
The notes became callable as of July 2008, and contain the most
restrictive covenants of the debt in CBB's capital structure with
regard to restricted payments.
CBB's 'B+' IDR reflects Fitch's expectation for leverage to
approach 4.2 times in 2009 and decline moderately thereafter to
below 4.0x in 2011 and the lower level of business risk associated
with the company's business model which integrates the wireline
and wireless businesses. Competition is prevalent in each of its
major business segments but through ongoing efforts to diversify
revenues and investment in growth areas CBB was able to produce
consistent revenue and EBITDA growth through the end of 2008. In
the first half of 2009 (1H'09), economic and competitive pressures
have had a moderately negative effect on consolidated revenues, as
revenues have declined 1.8% (when volatile, but low-margin data
center related equipment sales are excluded). The effect on
EBITDA has been mitigated by aggressive cost controls. Fitch
expects free cash flow in 2009 to be slightly less than the
$152 million generated in 2008, but still remain strong at 10% of
revenues. A portion of free cash flow generation has been devoted
to continued debt reduction. Constraining factors in the
company's ratings include the continuing competitive pressure on
its wireline business and, more recently, its wireless operations,
and its $150 million stock repurchase program which expires in
early 2010.
CBB's operating strategy focuses on defending and growing its
wireline, wireless and technology solutions segments. Growth in
the wireline data, wireless, and technology solutions business has
offset the effects of competition for voice services so that in
the 1H'09, local wireline voice services revenues were 26% of
consolidated revenues, versus 40% in 2005. Revenues provided to
business customers grew from 53% in 2005 to 59% by the end of
2008.
CBB's investments in its data center business have contributed to
the growth in revenues from business customers and have
strengthened its competitive position in the enterprise market.
For CBB, the data center business has provided a growing source of
revenue with relatively attractive returns; contracts are
typically for 10 to 15 years and contain escalator clauses. CBB
is also able to gain ancillary revenues from transport services
and hardware sales.
CBB reported total debt outstanding of $1.929 billion at the end
of the second quarter of 2009 (2Q'09), a decrease of $31.7 million
from year-end 2008. Liquidity is mainly provided by its credit
facility and free cash flow generation, as cash at June 30, 2009,
was nominal at $2.6 million. As of the end of the 2Q'09, $153.3
million was available on its $210 million secured revolving credit
facility; the credit facilities contain a 4.5x leverage covenant,
which declines to 4.25x on June 30, 2010. Fitch estimates the
company could generate approximately $125 million to $130 million
in free cash flow in 2009. CBB also has a $115 million accounts
receivable securitization program, of which $89 million was
outstanding (the maximum permitted) as of June 30, 2009.
Near-term maturities are nominal and primarily consist of capital
leases and the $0.5 million quarterly amortization of the term
loan B; there are no significant maturities until the 4Q'11, when
the term loan B amortization accelerates at $50.3 million per
quarter through the final payment of the unpaid balance on
Aug. 31, 2012. Also in 2012, the accounts receivable program
matures in March, and the revolving credit facility matures on
Aug. 31, 2012.
In 2009, Fitch estimates capital spending will approximate
$225 million. The ultimate level of capital spending will depend
on the anticipated demand for capacity in CBB's three business
segments. Fitch notes that in the data center business CBB
manages capacity additions with an eye toward maintaining high
rates of utilization.
CINCINNATI BELL: Moody's Assigns 'Ba3' Rating on $500 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Cincinnati
Bell Inc.'s proposed $500 million senior unsecured notes offering.
The company expects to use the net proceeds to call its
outstanding 7 ¬% notes due 2013 and for general corporate
purposes. Moody's notes that the company has been addressing its
debt maturities over the past two years, and in the future is
likely to take out more debt coming due over the intermediate
term. In this regard, Moody's highlights the fact that the
company's debt ratings, including the Ba3 rating assigned to the
senior unsecured notes, are subject to potential near-term
variability given the close proximity of the underlying expected
loss assumption to the breakpoint under Moody's Loss Given Default
framework. This is particularly true if the company raises more
senior unsecured debt in the future and/or reduces the proportion
of subordinated debt in its capital structure, thereby altering
the underlying mix of capital and reducing the implicit recovery
cushion provided to senior unsecured creditors and placing
downward pressure on ratings for the senior unsecured notes.
Moody's has taken these rating actions:
Issuer: Cincinnati Bell Inc.
Assignments:
Issuer: Cincinnati Bell Inc.
-- US$500M Senior Unsecured Regular Bond/Debenture, Assigned
Ba3, LGD4 - 53%
-- Senior Unsecured Shelf, Assigned (P)Ba3
Adjustments:
-- US$500M 7.25% Senior Unsecured Regular Bond/Debenture Due
2013, Ba3, LGD4 - 53%, changed from LGD4, 54%
-- US$250M 7% Senior Unsecured Regular Bond/Debenture Due 2015,
Ba3, LGD4 - 53%, changed from LGD4, 54%
The Company's Ba3 CFR reflects its relatively high leverage and
modest free cash flow in relation to total debt. The rating is
supported by contributions from the wireless and technology
segments. Combined with CBB's high leverage and share
repurchases, the Company's capital expenditures in its wireless
and technology solutions segments will strain significant free
cash flow generation over the rating horizon, which will affect
its ability to materially delever. Moody's anticipates the
downward pressure on the Company's free cash flow to persist due
to continuing access line losses in CBB's incumbent wireline
territories and intense competition in the wireless segment.
On the other hand, the stable outlook is based on Moody's
expectation that CBB will be able to maintain stable EBITDA levels
by offsetting access line losses through increased efficiencies in
its incumbent wireline operations and growth of data and broadband
revenue in its wireless segment.
Moody's most recent rating action for CBB was on June 29, 2009
when Moody's affirmed the ratings of CBB and its subsidiaries
following the Company's announcement that it has extended the
maturity of its revolving credit facilities.
Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana. CBB
generated $1.36 Billion in revenues in the twelve months ended
6/30/2009.
CINCINNATI BELL: S&P Assigns 'B+' Rating on $500 Mil. Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+' issue-
level and a '3' recovery rating to Cincinnati-based Cincinnati
Bell Inc.'s proposed $500 million senior notes due 2017. The '3'
recovery rating indicates expectations for meaningful (50%-70%)
recovery in the event of a payment default. Issue proceeds will
be used to redeem in full the 7.25% senior notes due 2013 that are
currently callable and for general corporate purposes. Ratings
are based on preliminary documentation and are subject to review
of final documents.
In addition, S&P affirmed all ratings on CBI, including the 'B+'
corporate credit rating. The outlook is stable.
"The ratings on CBI reflect the significant competitive pressures
facing its core wireline business, which contributes the majority
of consolidated revenues and EBITDA," said Standard & Poor's
credit analyst Naveen Sarma. Additionally, CBI's wireless
operations remain subject to material competition from both
national wireless providers and regional competitors such as Leap
Wireless International Inc. Other credit risks include the
company's single-market concentration, a highly leveraged
financial profile, and limited discretionary cash flow after
funding a $150 million share repurchase program. Tempering
factors include healthy EBITDA margins at the core wireline
business despite ongoing access-line erosion, stable wireless
operations, and growing contributions from its technology
solutions business.
CIT GROUP: May File for Chapter 11 if Debt Exchange Fails
---------------------------------------------------------
CIT Group Inc. on October 1 announced that it has commenced a
restructuring of its capital structure that has been approved by
the Company's Board of Directors and by the Steering Committee of
CIT's bondholders. The announcement is an important step in a
comprehensive restructuring plan to enhance CIT's capital levels,
improve its liquidity and return the Company to profitability.
Under the plan, CIT Group Inc. and CIT Group Funding Company of
Delaware LLC (Delaware Funding) are launching exchange offers for
certain unsecured notes. If the Company does not achieve the
objectives of the exchange offers, it may decide to initiate a
voluntary filing under Chapter 11 of the U.S. Bankruptcy Code.
Therefore, the Company is concurrently soliciting bondholders and
other holders of CIT debt to approve a prepackaged plan of
reorganization. The Company has been informed by advisors to the
Steering Committee that, subject to review of the offering
memorandum, approximately $10 billion of outstanding unsecured
indebtedness have already indicated their intention to participate
in the exchange offer or vote for the prepackaged plan of
reorganization.
"Over the last several months, CIT's management, together with its
Board of Directors and outside advisors, has developed a
comprehensive plan to position CIT for future success," said
Jeffrey M. Peek, Chairman and CEO. "We believe this plan
maximizes franchise value and can be executed quickly and
effectively through a series of voluntary debt exchange offers or
an expedited in-court restructuring process. Upon completion of
either alternative, CIT will be a well-funded bank holding company
with a strong capital position and market leading franchises.
"We have the liquidity to serve our small business and middle
market clients throughout this process," Mr. Peek continued. "On
behalf of CIT, I want to thank our clients for their continued
support during this process and also thank our employees whose
commitment is crucial to the future of CIT."
Jeff Werbalowsky of Houlihan Lokey, the financial advisor to the
Steering Committee, commented, "The Committee has worked very
constructively with the Company and has approved its plan. Through
the restructuring and substantial deleveraging featured in this
plan, whether completed in or out of court, we are very confident
that CIT will emerge as a strong bank holding company with renewed
earnings and profitability potential."
Comprehensive Series of Exchange Offers
CIT has initiated a series of voluntary exchange offers designed
to recapitalize its balance sheet and significantly reduce its
debt in an out-of-court restructuring. Successful completion of
the exchange offers will generate significant capital and provide
multi-year liquidity through the material reduction of CIT's
outstanding debt.
Under the terms of the exchange offers, a tendering holder of an
existing debt security would receive a pro rata portion of each of
five series of newly issued secured notes, with maturities ranging
from four to eight years, and/or shares of newly issued voting
preferred stock. Consideration offered varies in amount and type
based on issuer, maturity and position in the capital structure.
The exchange offers are conditioned upon achieving acceptable
liquidity and leverage. These conditions require that the exchange
offers cannot be consummated if the face amount of the Company's
total debt is not reduced by at least $5.7 billion in aggregate,
with specific debt reduction targets for the periods from 2009 to
2012, as more fully described in the offering memorandum.
The exchange offers are set to expire at 11:59 pm, New York City
time, on Thursday, October 29, 2009. Tendered securities may be
validly withdrawn at any time prior to the expiration date.
Solicitation for Potential Voluntary
Prepackaged Chapter 11 Reorganization
CIT is also soliciting most bondholders and other holders of CIT
debt to approve a prepackaged plan of reorganization so that the
Company has the option to proceed with a voluntary bankruptcy
filing. The Company believes that such a bankruptcy process could
be resolved expeditiously with minimal disruption to its business.
In this process, CIT Bank and CIT's operating entities would not
file for bankruptcy, which will allow the Company to continue to
service its customers.
For Additional Information
Additional information regarding the exchange offers and plan of
reorganization will be available in a Form 8-K to be filed by the
Company with the Securities and Exchange Commission.
The Information Agent for the Offer is D.F. King & Co. Financial
Balloting Group, LLC is serving as Exchange Agent for the Exchange
Offers and Voting Agent for the Plan of Reorganization. Retail
holders of notes with questions regarding the voting and exchange
process should contact the information agent at (800) 758-5880 or
+1 (212) 269-5550. Banks and brokers with questions regarding the
voting and exchange process should contact the exchange and voting
agent at +1 (646) 282-1888. BofA Merrill Lynch and Citigroup
Global Markets are acting as financial advisors to the Company for
purposes of this transaction.
Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP and Sullivan & Cromwell LLP are legal counsel in
connection with the restructuring plan.
Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Steering Committee of CIT's bondholders.
Individuals interested in receiving future updates on CIT via
e-mail can register at http://newsalerts.cit.com
About CIT Group Inc.
CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses. Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide. CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.
For the same reason, Standard & Poor's Ratings Services lowered
its long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.
CIT GROUP: Has Restructuring Plan; Going Concern Doubt Issued
-------------------------------------------------------------
CIT Group Inc. said in an October 1 regulatory filing that it
intends to pursue a restructuring outside of the bankruptcy court.
However, it said it will file for bankruptcy with a prepackaged
plan if an exchange offer or adequate support from lenders are not
obtained for an out-of-court plan.
To boost its liquidity, CIT Group, in July 29, 2009, entered into
a credit agreement, with Barclays Bank PLC, as administrative
agent and collateral agent, and the lenders party thereto, for
loans of up to $3 billion. As stipulated in the credit
agreement, the Company will adopt a restructuring plan approved by
the steering committee of bondholders by October 1, 2009.
The Company said in a filing with the Securities and Exchange
Commission that it intends to pursue its restructuring plan
outside of bankruptcy court through an exchange offer. However,
if the exchange offer is unsuccessful, it may be necessary for the
Company to seek a restructuring through a prepackaged plan of
reorganization in bankruptcy court. If the Company is unable
either to consummate an exchange offer or to obtain approval from
certain investors of a prepackaged plan of reorganization, then
the Company expects that it will likely be necessary to file for
bankruptcy protection without the benefit of an agreed plan of
reorganization, which may require significant and accelerated
asset liquidations. No decision has been made by the Company's
board of directors to file petitions for relief under the
Bankruptcy Code.
The Company believes that the restructuring plan, whether
implemented through an exchange offer or through a plan of
reorganization will:
* significantly reduce leverage by lowering the Company's
aggregate debt balance;
* increase the total capital ratio to meet or exceed
regulatory requirements and mitigate the risk of future loss
to creditors;
* provide a sufficient period of time (approximately three
years) to implement a revised funding plan before the
Company faces significant debt maturities;
* minimize business disruptions and potential customer
defections by limiting uncertainty as to the viability of
the Company as a going concern and the period of time during
which the Company is subject to such uncertainty;
* position the Company for a return to investment grade
ratings;
* provide the Company with sufficient operating flexibility to
execute the balance of the Company's business restructuring
strategy;
* position the Company to seek approval from regulators for
future transfers of business platforms to CIT Bank;
* offer consideration based on position in the existing
capital structure; and
* preserve significantly higher value for the Company than a
liquidation of CIT or a bankruptcy filing without an
approved plan of reorganization.
Upon successful implementation of a restructuring plan -- whether
through the exchange offers or a prepackaged plan of
reorganization -- the Company will continue to pursue its broader
business restructuring strategy, including refinement of its
business model, liquidation or sale of select businesses or
portfolios, execution of efficiency enhancements and
implementation of a long term bank-centric funding strategy. CIT
will continue to focus on providing financing solutions to small
and medium size enterprises, a market segment that remains
relatively underserved by both large national banks and smaller
regional and local banks. Business platforms such as Corporate
Finance, Trade Finance, Vendor Finance and Small Business Lending
that are suitable to operate in CIT Bank will form the core of the
new business model. However, the Company will evaluate all of its
businesses to determine the optimal portfolio mix and size that
can be supported by its long term funding model.
Bank-centric diversified funding is at the core of CIT's long-term
funding strategy. CIT Bank remains central and critical to the
long-term growth and success of the Company. The Company
continues to have regular discussions with it regulators. The
Company anticipates requesting approval to transfer certain
business platforms into CIT Bank within 12 to 18 months following
consummation of the restructuring transactions. If approved, this
would allow CIT to operate those businesses in the bank on a
go-forward basis.
Going Concern Doubt
CIT Group Inc. updated its financial statements for the years
ended December 31, 2008 and 2007, to disclose that:
* events relating to its funding strategy, liquidity and
operations have raised substantial doubt about the Company's
ability to continue as a going concern.
* PricewaterhouseCoopers, the independent registered public
accounting firm, modified its audit report to include an
explanatory paragraph disclosing substantial doubt about the
Company's ability to continue as a going concern.
In July 2009, the Company was advised there was no appreciable
likelihood of further government support being provided in the
near-term, through either participation in the Federal Deposit
Insurance Corp.'s Temporary Liquidity Guarantee Program or
approval by the Federal Reserve of additional asset transfers from
its nonbank subsidiaries to CIT Bank under the Company's then
pending request for exemption from Section 23A of the Federal
Reserve Act. In addition, in late June and July 2009,
particularly during the week of July 13-17, 2009, the Company
experienced significantly higher draws on financing commitments.
These events exacerbated problems in the Company's funding
strategy and liquidity position that since 2007 have been
materially adversely affected by stress in the global financial
markets and by difficult economic and business conditions that
have caused management to record, relative to prior periods,
greater interest costs on debt and larger provisions for credit
losses, losses on asset sales, and other than temporary impairment
charges, and that resulted in downgrades in CIT's credit ratings.
In connection therewith, the Company determined it would be unable
to service its debt and pay its other obligations in the normal
course of business. As a result of these events and the subsequent
disruption in the financial markets, there is substantial doubt
about CIT's ability to continue as a going concern, PwC said.
A full-text copy of the revised financial statements and
disclosures is available for free at:
http://researcharchives.com/t/s?460a
About CIT Group Inc.
CIT Group Inc. -- http://www.cit.com/-- is a bank holding company
with more than $60 billion in finance and leasing assets that
provides financial products and advisory services to small and
middle market businesses. Operating in more than 50 countries
across 30 industries, CIT provides an unparalleled combination of
relationship, intellectual and financial capital to its customers
worldwide. CIT maintains leadership positions in small business
and middle market lending, retail finance, aerospace, equipment
and rail leasing, and vendor finance. Founded in 1908 and
headquartered in New York City, CIT is a member of the Fortune
500.
As of June 30, 2009, CIT Group had total assets of $71,019,200,000
against total debts of $64,901,200,000.
As reported by the TCR on August 19, 2009, Fitch Ratings has
downgraded CIT Group Inc.'s Issuer Default Rating to Restricted
Default (RD) from 'C' following completion of the company's bond
tender offer, which covered the purchase of 59.81% of the
company's $1 billion floating rate senior secured notes.
For the same reason, Standard & Poor's Ratings Services lowered
its long-term counterparty credit rating on CIT Group Inc. to 'SD'
(selective default) from 'CC'.
CITY CAPITAL: WEB3Direct Discloses 16.47% Equity Stake
------------------------------------------------------
Waldo Emerson Brantley III, President of WEB3Direct, Inc.,
disclosed that he beneficially owned 757,333 shares -- roughly
16.47% -- of the common stock of City Capital Corporation.
WEB3Direct assists companies with target marketing and financing.
WEB3Direct is based in Jacksonville, Florida.
Mr. Brantley also serves as Executive Vice President and director
of City Capital.
On December 9, 2008, City Capital issued 500,000 restricted shares
of common stock to WEB3Direct for consulting services valued at
$100,000 ($0.20 per share). On December 29, 2008, City Capital
issued 100,000 restricted shares of common stock to WEB3Direct for
consulting services valued at $20,000 ($0.20 per share).
Of the total of 757,333 shares, 157,333 are owned by Mr. Brantley
and 600,000 are owned by WEB3Direct. 100% of the outstanding
shares of common stock of WEB3Direct is held by Sadiq Family
Limited Partnership, a Nevada partnership in which Mr. Brantley
owns a 5% interest and his wife, Anne Banas, owns a 95% interest.
However, Mr. Brantley is the general partner of this partnership
and controls the voting power and the investment power over the
assets of this company. This amount represents, as of December 8,
2008, 16.47% of the outstanding common stock of City Capital.
Mr. Brantley has sole voting and dispositive power with respect to
all 757,333 shares reported.
Going Concern Doubt
The Company has said it will continue to be dependent on its
ability to obtain additional debt or equity financing to
accomplish its business strategy and to ultimately achieve
profitable operations. The Company has incurred a net loss for
the March 2009 quarter and has reported an accumulated deficit of
$13,302,017 as of March 31, 2009, raising substantial doubt as to
the Company's ability to continue as a going concern. The Company
is dependent on more fully implementing the Company's business
plan.
In its report dated March 27, 2009, on the financial statements
for the years ended December 31, 2008 and 2007 -- Spector, Wong &
Davidian, LLP, in Pasadena, California -- the Company's
independent registered public accounting firm expressed
substantial doubt about the Company's ability to continue as a
going concern.
As of March 31, 2009, the Company had $3,835,542 in total assets
and $6,537,433 in total liabilities, resulting in $2,877,499 in
stockholders' deficit. The Company's March 31 balance sheet also
showed strained liquidity with $3,084,885 in total current assets
and $6,138,933 in total current liabilities.
About City Capital
City Capital Corporation is a professional management and
diversified holding company engaged in leveraging investments,
holdings and other assets to build value for investors and
shareholders. The Company maintains stakes in industries such as
technology, biofuels, commercial laundry, and retail services.
The Company acquires and revitalizes distressed investment
opportunities in multiple industry segments, creating potentially
long-term returns for the Company.
CKE RESTAURANTS: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
ratings outlook on Carpinteria, California-based CKE Restaurants
Inc. to stable from negative. The outlook revision incorporates
S&P's expectation that the company can maintain credit metrics at
current levels. S&P expects that the company will still
experience same-store sales pressure, but the declines will
decelerate and will likely be offset by profits from new
restaurants and improved operating margins.
"The ratings on CKE Restaurants Inc. reflect its participation in
the extremely competitive quick-service hamburger restaurant
industry and its aggressively leveraged capital structure," said
Standard & Poor's credit analyst Charles Pinson-Rose.
CKE, which operates two quick-service hamburger chains (Carl's Jr.
and Hardee's), modestly improved its overall profitability and
credit metrics in first half of the year, as operating margin
improvement has counteracted sales declines. Through the first
two quarters of the year (ended Aug. 10, 2009), company-operated
same-store sales declined 5.6% at Carl's Jr. and were effectively
flat, up 0.2%, at Hardee's, and down 3.1% on a blended basis. The
trend improved at Carl's Jr. in the company's four week period
ended Sept. 7, 2009 when same-store sales declined 3.1%, but
worsened, however, at Hardee's, down 1.3%, and were down 2.3% on a
blended basis. Carl's Jr. will face easier same-store sales
comparison for the balance of year, and as a result, S&P expects
that the declines will continue to decelerate. At both brands,
S&P expects same-store sales to decline in the low single digits
for the remainder of the year. In the second quarter, operating
margins benefited from lower food and packaging cost, which
declined 1.4% as percentage of sales, and led to EBITDA margin
expansion of 1.2%. This equated to an increase of EBITDA in the
quarter of about $2 million or 4.8%.
On a last-12-month basis, credit metrics are little changed. At
the end of the second quarter, operating lease-adjusted debt to
EBITDA was 3.9x, a slight improvement from 4.0x at the end of the
last fiscal year. Over the same period, adjusted EBITDA coverage
of interest was maintained at 3.0x. These ratios are generally
appropriate for companies rated in the low 'BB' category, and S&P
expects ratios to be maintained near those levels in the near to
intermediate term.
CLEM CARINALLI: Court Converts Bankr. Case to Chapter 11
--------------------------------------------------------
Nathan Halverson & Kevin Mccallum at The Press Democrat report
that U.S. Bankruptcy Judge Alan Jaroslovsky has converted the
Chapter 7 liquidation case of Clem Carinalli and his wife, Ann
Marie, into Chapter 11 reorganization, at the behest of the
Debtors.
As reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa. Mr. Carinalli owes creditors
some $150 million. Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions. Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back. Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.
Mr. Carinalli, says The Press Democrat, has filed a list of his
creditors in court. The Press Democrat states that the list
includes more than 600 creditors, including banks, business
executives, retirees, pension funds, government agencies, and
others. According to court documents, Mr. Carinalli's 21 largest
unsecured creditors are owed $46.1 million.
Judge Jaroslovsky also granted Mr. Carinalli until October 29 to
submit a complete list of his properties and debts, including how
much he owes, The Press Democrat relates.
CONCORD STEEL: Has Until October 29 to File Schedules & Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
extended until Oct. 29, 2009, Concord Steel, Inc.'s time to file
its (i) schedules of assets and liabilities; (ii) schedule of
executory contracts and unexpired leases; and (iii) statement of
financial affairs.
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.
Concord Steel, Inc. filed for Chapter 11 on Sept. 14, 2009 (Bankr.
N.D. Ohio Case No. 09-43448). On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669). Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.
CONCORD STEEL: Taps Calfee Halter as Chapter 11 Counsel
-------------------------------------------------------
Concord Steel, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio for authority to employ Calfee, Halter &
Griswold LLP as counsel.
Calfee will, among other things:
a) advise the Debtor of its rights, powers and duties as
debtor-in-possession continuing to operate and manage its
business and properties under Chapter 11 of the Bankruptcy
Code;
b) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, draft orders, other
pleadings, notices, schedules and other documents, and
reviewing all financial and other reports to be filed in
the Chapter 11 case; and
c) advise the Debtor concerning and preparing responses to
applications, motions, other pleadings, notices and other
papers that may be filed by other parties in the Chapter 11
case;
James M. Lawniczak, a partner at Calfee, tells the Court that the
hourly rates of Calfee's personnel are:
Thomas A. Cicarella, partner $520
Mr. Lawniczak $485
Gus Kallergis, associate $325
Tiiara N. A. Parron, associate $218
Christine P. Buddner, paralegal $175
Mr. Lawniczak assures the Court that Calfee is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Lawniczak can be reached at:
Calfee Halter & Griswold LLC
1400 KeyBank Center
800 Superior Ave.
Cleveland, OH 44114
Tel: (216) 622-8200
About Concord Steel, Inc.
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.
Concord Steel, Inc. filed for Chapter 11 on Sept. 14, 2009 (Bankr.
N.D. Ohio Case No. 09-43448). On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669). Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.
CONCORD STEEL: Taps Kane Kessler to Handle Matters of Securities
----------------------------------------------------------------
Concord Steel, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio for authority to employ Kane Kessler,
P.C. as special securities and corporate counsel.
Kane will, among other things:
-- advise on recurring securities regulatory and corporate
matters arising in connection with the Debtor's business
operations;
-- represent the Debtor in enforcement and other proceedings
initiated by or involving federal, state and local corporate
and securities authorities and other governmental agencies
under applicable securities and corporate law and
regulations; and
-- represent in litigation and other proceedings arising out of
the operation of the Debtor's business pursuant to
securities and corporate laws and regulations and common
law.
Kane will coordinate with Calfee Halter & Griswold LLC, the
Debtor's proposed counsel, to ensure that services are
complimentary and not duplicative
Robert L. Lawrence, a partner at Kane, tells the Court that the
Debtor owe Kane $230,000 for services rendered prepetition.
The hourly rates of Kane's personnel are:
Mr. Lawrence $550
Ronald Nurnberg, partner $490
Aris Haigian, partner $475
Steve Cohen, partner $475
Robert Sacks, counsel $450
Robert Kolodney, counsel $425
Gary Constable, associate $415
Jonathan Zalkin, associate $410
Gary Ostroff, associate $390
Ethan Notkin, associate $265
Lana Yang, paralegal $190
Mr. Lawrence assures the Court that Kane is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Lawrence can be reached at:
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, NY 10019-4896
Tel: (212) 519-5103
Fax: (212) 245-3009
About Concord Steel, Inc.
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.
Concord Steel, Inc. filed for Chapter 11 on Sept. 14, 2009 (Bankr.
N.D. Ohio Case No. 09-43448). On Sept. 28, 2009, Stamford
Industrial followed Concord Steel into Chapter 11 (Bankr. N.D.
Ohio Case No. 09-43669). Attorneys at Calfee, Halter &
Griswold LLP, represent the Debtors in their restructuring effort.
Concord Steel's petition says assets and debts are between
$10,000,001 and $50,000,000.
COOPER-STANDARD: Creditors Committee Proposes Kramer as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Cooper-Standard
Holdings Inc.'s cases seeks court approval to retain Kramer Levin
Naftalis & Frankel LLP as its counsel effective August 13, 2009.
Kramer Levin is a New York-based law firm that specializes in
corporate and financial services, litigation and bankruptcy.
The Creditors Committee selected the firm because of its
extensive experience in the fields of bankruptcy and creditors'
rights, according to Patrick Healy of Wilmington Trust Company,
chair of the Creditors Committee.
As counsel, Kramer Levin is tasked to provide these services:
(1) the administration of the Debtors' bankruptcy cases and
the exercise of oversight with respect to their affairs;
(2) preparation of legal papers on behalf of the Creditors
Committee;
(3) appearances in Court and at statutory meetings of
creditors to represent the interests of the Creditors
Committee;
(4) negotiation, formulation, drafting and confirmation of a
plan or plans of reorganization and related matters;
(5) investigation, as the Creditors Committee may desire,
concerning the assets, liabilities, financial condition,
sale of the Debtors' businesses and other issues
concerning the Debtors; and
(6) communications with the Creditors Committee's constituents
and others at the direction of the panel.
Kramer Levin will be paid for its services on an hourly basis and
will be reimbursed of its expenses incurred in connection with
its retention. The personnel designated to provide legal
assistance to the Creditors Committee and their hourly rates are:
Personnel Title Hourly Rates
--------- ----- ------------
Kenneth Eckstein Partner $930
Thomas Moers Mayer Partner $930
Robert Schmidt Partner $735
Stephen Zide Associate $560
Yekaterina Chemyak Associate $485
Sarah Schindler-Williams Associate $440
Michael Makinde Paralegal $275
Robert Schmidt, Esq., at Kramer Levin, assures the Court that his
firm does not hold or represent interest adverse to the Debtors'
estates and is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Committee Proposes Young Conaway as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Cooper-Standard
Holdings Inc.'s cases seeks the Court's authority to retain Young
Conaway Stargatt & Taylor LLP as its bankruptcy co-counsel
effective August 14, 2009.
Based in Delaware, Young Conaway is one of the largest law firms
in the state. The firm offers national corporate, bankruptcy,
commercial and intellectual property practices, among other
things.
As the Creditors Committee's co-counsel, Young Conaway is tasked
to:
(1) assist and advise the Creditors Committee in its
consultation with the Debtors and the U.S. Trustee
relative to the administration of the Debtors' bankruptcy
cases;
(2) review, analyze and respond to pleadings filed by the
Debtors and to participate in hearings on those pleadings;
(3) assist and advise the Creditors Committee in examining and
analyzing the conduct of the Debtors' affairs and
financial condition;
(4) assist the Creditors Committee in reviewing and analyzing
the disclosure statement accompanying any plans of
reorganization and asset acquisition proposal that may be
filed;
(5) take necessary action to protect the rights and interests
of the Creditors Committee including reviewing and
analyzing claims filed against the Debtors' estate;
(6) represent the Creditors Committee in connection with the
exercise of its powers and duties under the bankruptcy
laws and in connection with the Debtors' cases;
(7) prepare legal papers on behalf of the Creditors Committee;
and
(8) assist the Creditors Committee in reviewing, analyzing and
negotiating any financing arrangements.
Young Conaway will be paid on an hourly basis and will be
reimbursed of its expenses incurred in connection with its
retention. The firm's professionals designated to represent the
Creditors Committee and their hourly rates are:
Professionals Hourly Rates
------------- ------------
M. Blake Cleary $540
Erin Edwards $330
Jaime Luton $265
Troy Bollman $135
M. Blake Cleary, Esq., at Young Conaway, assures the Court that
his firm does not have interest adverse to the Debtors' estates
and that it is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Committee Taps Bennett as Canadian Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Cooper-Standard
Holdings Inc.'s cases is hiring Toronto-based Bennett Jones LLP as
its special counsel.
In an application filed in Court, Patrick Healy of Wilmington
Trust Company, chair of the Creditors Committee, seeks approval
to employ Toronto-based Bennett Jones to monitor the insolvency
proceeding of Cooper-Standard Automotive Canada Ltd., a unit of
Cooper-Standard Holdings Inc. in Canada.
"The Committee selected Bennett Jones primarily because [its]
bankruptcy and restructuring department has extensive experience
in the fields of bankruptcy and creditors' rights under Canadian
insolvency law," Mr. Healy says.
Bennett Jones will be paid for its services on an hourly basis
and will be reimbursed of its expenses incurred. The firm's
professionals will be paid at these hourly rates:
Professionals Hourly Rates
------------- ---------------
Partners CD$500 - $1,025
Associates CD$250 - $650
Paraprofessionals CD$140 - $350
Kevin Zych, Esq., at Bennett Jones, assures the Court that his
firm is a "disinterested person" under section 101(14) of the
Bankruptcy Code.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COOPER-STANDARD: Gets Court Nod for Lazard as Financial Adviser
---------------------------------------------------------------
Cooper-Standard Holdings Inc., and its affiliates obtained the
Bankruptcy Court's approval to employ Lazard Freres & Co. LLC as
their financial adviser and investment banker effective August 3,
2009.
As investment banker and financial adviser, Lazard is tasked to
provide these services:
(1) review and analyze the Debtors' business operations and
financial projections;
(2) evaluate the Debtors' potential debt capacity in light of
their projected cash flows;
(3) assist in determining a capital structure and range of
values for the Debtors;
(4) advise the Debtors on tactics and strategies for
negotiating with the stakeholders;
(5) provide financial advice to the Debtors and participate in
meetings or negotiations with the stakeholders, rating
agencies or other parties in connection with any
restructuring;
(6) advise the Debtors on the timing, nature and terms of new
securities, other consideration or inducement to be
offered pursuant to a restructuring;
(7) advise and assist the Debtors in evaluating potential
financing;
(8) assist the Debtors in preparing documentation within
Lazard's area of expertise that is required in connection
with the restructuring;
(9) assist the Debtors in identifying and evaluating
candidates for a potential sale transaction, and aiding
them in the completion of the sale;
(10) attend meetings of the Debtors' board of directors and its
committees; and
(11) provide testimony and other financial restructuring
advice.
In return for its services, Lazard will be paid a monthly fee of
$200,000, payable on the first day of each month until the
completion of a restructuring or the termination of Lazard's
employment; and $7.5 million payable upon the consummation of a
restructuring. The firm will also be reimbursed of its expenses
and will be indemnified for any damage or liability in connection
with its employment.
Eric Mendelsohn, managing director of Lazard, assures the Court
that his firm is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code, and does not hold
or represent an interest materially adverse to the Debtors and
their estates.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
COPIA: Alvarez & Marsal Retained to Sell Former Site
----------------------------------------------------
The former site of Copia, the American Center for Wine, Food and
the Arts that was the brainchild of legendary vintner Robert
Mondavi and renowned chef Julia Child, is seeking buyers with the
opening of a formal sale process.
Alvarez & Marsal Real Estate Advisory Services, LLC has been
retained by ACA Financial Guaranty Corporation to market and
oversee the sale of the property, which closed in November and
subsequently filed for bankruptcy. Under the creditor-approved
joint plan of liquidation, which is awaiting final approval from
the U.S. Bankruptcy Court, Northern District of California, ACA,
as insurer of Copia's bonds, will have the ability to sell the
property for the benefit of Copia's bondholders.
"This property's ideal location in the center of a world-renowned
wine region, the quality and significance of its existing
facilities and strong support from local government present an
exciting opportunity for a new owner to develop a vibrant and
valuable commercial and tourism destination," said Jerry
Pietroforte, a managing director with Alvarez & Marsal Real Estate
Advisory Services, LLC. "Not surprisingly, initial interest in
the property has already been significant, with a number of
parties having made inquiries. We are pleased to now have a formal
sale process underway."
Located on the Napa River in the heart of Napa Valley, the
property spans more than 17 acres with three contiguous parcels
and will be sold or leased as a whole or as individual pieces. The
centerpiece of the site is a two-story, 78,632 square foot
building that previously housed the food and wine center, which
opened in 2001 as a non-profit organization dedicated to educating
and sharing the benefits of wine, its relationship to food and its
importance to the American culture.
Featuring steel frame construction and finishes including stone,
polished concrete, ceramic tile and large expanses of glass, the
facility includes the former "Julia's Kitchen" restaurant,
administrative office space, 13,000 square feet of exhibition
space, a 270-seat theater, a library, classrooms with audio-visual
capabilities, a 127-seat demonstration kitchen forum, caf‚ and
retail gift shop.
In addition to strong support from local government, the site
stands to benefit from its proximity to Downtown Napa, which is
currently undergoing an organized revitalization with several
major projects underway and others recently completed. These
include the development of a 351-room Ritz-Carlton Hotel, the
Oxbow Public Market, a diverse shopping experience featuring one-
of-a-kind items and artisanal and local foods and wines, as well
as the new Westin Verasa Napa Hotel, which opened in October of
2008 with many of its units already pre-sold.
Designated as mixed use, the property is zoned "CT" Tourist
Commercial and is considered part of the Oxbow District, which
encourages hotels and motels and their related amenities and
recreational facilities. In addition, the site was included in a
new redevelopment area, the Soscol Gateway Redevelopment Project
Area, in November 2007. Funds generated in this project area will
be used primarily to fund major infrastructure improvements.
For more information or to receive a copy of the prospectus,
please contact Jerry Pietroforte at 212-759-4433. Interested
parties must submit proposals no later than 7:00pm EST on
Thursday, November 12, 2009. Copies of proposals should be
addressed to:
Mr. Jerry Pietroforte
Managing Director
Alvarez & Marsal Real Estate Advisory Services, LLC
125 Park Avenue, Suite 2500
New York, NY 10017
gpietroforte@alvarezandmarsal.com
About Alvarez & Marsal Real Estate
For more than 25 years, Alvarez & Marsal, a leading global
professional services firm, has set the standard for working with
organizations to solve complex business problems, boost
performance and maximize value for stakeholders. Alvarez & Marsal
Real Estate Advisory Services, LLC advises owners, investors,
lenders, and users of real estate throughout the real estate
lifecycle, providing services including workouts, restructures and
real estate asset management.
For more information visit http://www.alvarezandmarsal.com
About Copia
Copia is a culinary museum and cultural center in Napa,
California. It includes a grand building on the Napa River,
organic gardens, outdoor kitchens, wine tasting rooms, exhibition
galleries and a restaurant called Julia's Kitchen.
Copia filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Northern District of California on
December 1, 2008.
CORNERSTONE MINISTRIES: Plan Implemented; Ratner is Administrator
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
said that Chapter 11 plan of liquidation filed by Cornerstone
Ministries Investments Inc. and the Official Committee of
Creditors Holding Unsecured Claims is effective as of Sept. 25,
2009.
Ronald Glass of Glass Ratner Advisory & Capital Group LLC in
Atlanta, Georgia, was named plan administrator. Mr. Glass will
exercise the rights, powers and duties of the post-effective date
Debtor and the estate to carry out the terms of the plan.
All requests for administrative expense claims including any claim
for professional fees must be filed by Nov. 9, 2009. Bondholders
has until Nov. 24, 2009, to make a private actions trust election.
According to the Troubled Company Reporter, the Plan proposes to
liquidate the Debtor's assets and distribute the proceeds from
liquidation to creditors. The assets are principally:
-- mortgage loans, owned property and equity in entities that
own or control property and similar investments the Debtor
held when it filed for bankruptcy or has since obtained as
a result of actions taken before or during the bankruptcy
case; and
-- litigation claims that the Debtor holds against certain
parties.
Under the Plan, the plan administrator will manage the liquidation
of the Debtor's assets and a plan committee, which will be
initially be composed of members of the Unsecured Committee, to
oversee and supervise the plan administrator's duties.
The Debtor and Committee estimated that unsecured creditors or
bondholders will recover between 9% and 36% of the face amount of
their claims from the liquidation of the Debtor's mortgage loans
and other similar investments compared with 7% and 34% under the
earlier version of the plan. However, bondholders may elect to
contribute their non-estate claims to a private actions trust in
addition to distributions on their bond claim. An appropriate
share of net recoveries from the private action trust will be
given to the bondholders based upon the amount of their claims
against the Debtor. Unsecured creditors asserted $261,859,000 in
claims the aggregate.
Furthermore, the Debtor's secured creditors holding $87,341,000 in
claims will receive full payment on their secured claim in
periodic installment over a time period and equity interests,
totaling $1,506,000, will be cancelled under the joint plan.
A full-text copy of the Debtor and Committee's Disclosure
Statement is available for free at:
http://ResearchArchives.com/t/s?3bd7
A full-text copy of the Debtor and committee's Joint Chapter 11
Plan of Liquidation is available for free at:
http://ResearchArchives.com/t/s?3bd8
Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations. The company offers development, construction,
bridge and interim loans, usually due within one to three years.
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools. The company
filed for Chapter 11 protection on February 10, 2008 (N.D. Ga.
Case No. 08-20355). J. Robert Williamson, Esq., at Scroggins and
Williamson, represents the Debtor. The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent. The U.S.
Trustee for Region 21 appointed creditors to serve on an Official
Committee of Unsecured Creditors. Dennis J. Connolly, Esq.,
William S. Sugden, Esq., and Sage M. Sigler, Esq., at Alston &
Bird LLP, represent the Committee. As of March 1, 2008, the
Debtors' summary of schedules showed $187,661,169 in total assets
and $178,586,731 in total debts.
CRYSTAL CASCADES: 9th Cir. BAP Examines IRS Lien Recording
----------------------------------------------------------
WestLaw reports that what constitutes a "reasonable inspection,"
within the meaning of 26 U.S.C.A. Sec. 6323(f)(4)(A), the section
of the Internal Revenue Code requiring the Internal Revenue
Service to record its tax lien in a manner that allows third
parties to discover the lien through a reasonable inspection of
the public index of deeds, is properly analyzed from the
perspective of an ordinary prudent person, not a professional
title officer, and will vary by locality, the Ninth Circuit's
Bankruptcy Appellate Panel has ruled, affirming a bankruptcy
court's decision. Applying this standard, the BAP concluded that
a "reasonable search" of the public records in Clark County,
Nevada, would have been an exact-name search only. Because such a
search would not have revealed the IRS's tax liens on the Chapter
11 debtor-taxpayer's real property, the notices of which had left
out one of the nontrivial words of the debtor's name, the
creditors' later-in-time recorded liens against this same property
were superior to the IRS's tax liens. In re Crystal Cascades
Civil, LLC, --- B.R. ----, 2009 WL 2135736, 104 A.F.T.R.2d 2009-
5162, 09 Cal. Daily Op. Serv. 8385 (9th Cir. BAP (Nev.)),
Crystal Cascades Civil, LLC, sought Chapter 11 protection (Bsnkr.
D. Nev. Case No. 05-20550) on September 28, 2005, represented by:
James D. Greene, Esq.
Schreck Brignone
300 South Fourth Street #1200
Las Vegas, Nevada 89101
Tel: (702) 382-2101
Fax: (702) 382-8135
and estimating its assets and debts at $1 million to $10 million,
with IRS holding the largest claim against its estate.
DANA HOLDING: To Issue 34MM Shares; Goldman Leads Underwriters
--------------------------------------------------------------
Dana Holding Corporation on September 23, 2009, entered into an
underwriting agreement with Goldman, Sachs & Co. as representative
of the several underwriters.
Dana Holding has priced a public offering of 34 million shares of
its common stock at $ 6.75 per share. The size of the common
stock offering has been increased from 27 million shares.
Dana has indicated that it intends to use the net proceeds for
general corporate purposes including flexibility for future
expansion and restructuring of operations. Additionally, in
accordance with the terms of its credit agreement, the company
will use approximately 50% of the proceeds to repay debt.
The Company agreed to sell to the Underwriters 34,000,000 shares
of the Company's common stock, par value $0.01 per share, in a
registered public offering pursuant to the Company's shelf
registration statement on Form S-3 (File No. 333-161676) and a
related prospectus supplement. In addition, the Company also
granted the Underwriters a 30-day option to purchase up to an
additional 5,100,000 shares of its common stock.
Maximum
Number
Number of of Optional
Firm Shares Shares Which
to be May be
Underwriter Purchased Purchased
----------- ----------- ------------
Goldman, Sachs & Co. 20,461,200 3,069,180
Citigroup Capital Markets Inc. 3,760,400 564,060
J.P. Morgan Securities Inc. 3,760,400 564,060
Deutsche Bank Securities Inc. 2,257,600 338,640
UBS Securities LLC 2,257,600 338,640
Barclays Capital Inc. 1,502,800 225,420
----------- ------------
Total 34,000,000 5,100,000
The Company expects the public offering price to total
$229,500,000. The Company expects proceeds, before expenses, to
total $217,912,800 -- after underwriting discounts and commissions
of $11,587,200.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is counsel to Dana
Holding in connection with the Registration Statement, which was
declared effective by the Securities and Exchange Commission on
September 17, 2009.
A full-text copy of the Underwriting Agreement is available at no
charge at http://ResearchArchives.com/t/s?45fa
A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?45fb
About Dana Holding
Based in Toledo, Ohio, Dana Holding Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies. Dana employs 46,000 people in 28 countries. Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually. Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.
Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354). Attorneys at Jones Day represented the Debtors. It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.
As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments. According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.
DELPHI CORP: China Okays GM's Takeover of Assets, Sets Limits
-------------------------------------------------------------
After an anti-monopoly probe, China's Commerce Ministry has
authorized General Motors Company's acquisition of Delphi
Corporation's assets under a Master Disposition Agreement,
according to J.R. Wu of Dow Jones Newswires in a Sept. 29, 2009
report.
The Master Disposition Agreement executed among Delphi, Motors
Liquidation Company, GM, GM Components Holdings LLC, and DIP
Holdco 3 LLC contemplates the transfer of Delphi's global
steering business and certain United Auto Workers sites under
GM's control, including facilities located in Grand Rapids,
Michigan; Rochester, New York; Kokomo, Indiana; and Lockport, New
York.
China's initiative on the anti-monopoly probe is in line with
concerns raised by local Chinese carmakers that Delphi could
"discriminate" against other customers in terms of price and
product quality if the Master Disposition Agreement goes ahead,
The Beijing Times cited in a separate report.
In approving GM's takeover of Delphi's facilities, the Chinese
Commerce Ministry, however, has set conditions to eliminate
competition concerns, Dow Jones related. For one, GM and Delphi
are not allowed to exchange any trade secrets, which Delphi may
have known on other auto facilities in China, so that GM would
not obtain competitive information, Dow Jones noted.
Delphi has 17 wholly owned entities and joint ventures in China
and 21 manufacturing sites, Dow Jones disclosed. The company has
about 12,000 full-time workers in China.
As previously reported, GM got anti-trust approval from U.S.
authorities as of Sept. 3, 2009, to go ahead with the Master
Disposition Agreement.
Closing of the Master Disposition Agreement by Sept. 30, 2009 is
contingent on Delphi's obtaining foreign governmental approval
regarding investment, antitrust, monopolization, restraint of
trade and competition antitrust. Otherwise, the involved parties
can terminate the Master Disposition Agreement.
Delphi spokesperson Lindsey Williams told the Detroit News on
September 9, 2009, that Delphi may not emerge from Chapter 11 by
the end of third quarter of 2009 as planned as the company is
still obtaining the necessary regulatory approvals. Ms. Williams
further said that the exact date of Delphi's exit would be
ultimately contingent on Delphi's receipt of the regulatory
approvals, the Detroit News stated.
More importantly, in Court papers dated September 18, 2009,
Delphi's bankruptcy counsel, John Wm. Butler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, confirmed
that Delphi anticipates substantially consummating the Modified
First Amended Joint Plan of Reorganization after its receipt of
remaining global regulatory approvals. "Delphi sees emergence
from Chapter 11 during the week of October 5, 2009," he said.
Delphi Lays Off Workers, Closes Plants
As Chap. 11 Exit Nears
Moreover, Delphi has laid off 150 salaried workers in recent
weeks to meet reduced production volumes, Detroit News reported.
As of June 30, 2009, Delphi's North America workforce has been
reduced to about 14,000, with 7,300 hourly workers left,
according to Detroit News.
In other news, the Associated Press related that Delphi will shut
down its plant in Clinton, Mississippi, by December 31, 2009,
citing declining demand and expensive annual property taxes.
Closing of the Clinton Plant will affect 280 workers, who will be
laid off beginning November 16, 2009, AP noted.
Production at the Clinton Plant, which makes cable and wiring
connectors, will be shifted in Warren, Ohio, AP related.
Delphi Gets Exclusivity Extension
In line with Delphi Corporation's intent to consummate the sale
of its assets to General Motors Company and DIP Holdco 3 LLC
under the Master Disposition Agreement, Judge Drain further
extends the exclusivity periods, solely as between the Debtors
and the Official Committee of Unsecured Creditors, to:
(a) file a plan of reorganization, through and including
November 30, 2009; and
(b) solicit acceptances of that plan, through and including
January 31, 2010.
About Delphi Corp
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies. Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications. Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.
The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.
The Court confirmed Delphi's plan on January 25, 2008. The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.
At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.
Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
DELPHI CORP: Has Deal with Retirees for Action Against PBGC
-----------------------------------------------------------
Delphi Corp. and its affiliates; Dennis Black, Charles Cunningham,
Kenneth Hollis, who are retirees under the Delphi Retirement
Program for Salaried Employees; and the Delphi Salaried Retiree
Association entered into a Court-approved stipulation, which
allows the Salaried Retirees to initiate a civil action against
the Pension Benefit Guaranty Corporation.
Pursuant to the stipulation, the Debtors consented to a
modification of the automatic stay under Section 362 of the
Bankruptcy Code or the injunction set forth in their Modified
First Amended Joint Plan of Reorganization with respect to the
prosecution of the Action against the PBGC under Section 4003(f)
of the Employee Retirement Income Security Act; provided that the
plaintiffs to the Action will not use the Action or the related
proceedings as a collateral attack against any order of the U.S.
Bankruptcy Court for the Southern District of New York, including
the Confirmation Order of the Debtors' Modified Plan dated
July 30, 2009, and the Court approval of the Debtors' settlement
agreement with the PBGC.
The Debtors also reserved their rights to contend that the
Salaried Retirees through their proceedings subsequent to the
initiation of the Action, or any other party through any
proceeding, are attempting to collaterally challenge a prior
order of the Bankruptcy Court.
The Salaried Retirees noted that it intended to file a complaint,
seeking equitable relief against the PBGC for actions the agency
has taken in terminating the Salaried Plan under the Employee
Retirement Income Security Act in the United States District
Court for the Eastern District of Michigan Southern Division. A
full-text copy of the complaint against PBGC is available for
free at http://bankrupt.com/misc/Delphi_RetireesComplaint.pdf
Subsequently, the Salaried Retirees formally filed their
Complaint against the PBGC on September 14, 2009, according to
the Business First of Buffalo.
Business First further disclosed that Senator Sherrod Brown of
Ohio introduced a bill that would tap up to $3 billion from a
$787 billion stimulus fund to help pay the insurance coverage for
Delphi retirees. Representative Tim Ryan of Ohio also filed an
accompanying legislation to the bill, Business First related.
In other news, Mahoning County, in Youngstown, Ohio, could lose
up to $161 million a year and 4,380 jobs due to lesser spending
of the Delphi Packard Electric retirees, The Tribune Chronicle
reported, citing a study released. Delphi Packard retirees have
been subjected to deep pension cuts and higher health-care costs,
Tribune Chronicle cited.
Moreover, seven salaried retirees sent to the Court letters,
between September 1, 2009, to September 28, 2009, urging the
Bankruptcy Court to give fair treatment to all retirees.
About Delphi Corp
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies. Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications. Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.
The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.
The Court confirmed Delphi's plan on January 25, 2008. The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.
At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.
Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
DELPHI CORP: Names Malcolm Sissmore as VP OF Aftermarket Sales
--------------------------------------------------------------
Delphi Corporation announced that Malcolm Sissmore, currently
Delphi Product & Service Solutions (DPSS) General Manager,
Canadian Aftermarket and Country Manager, is appointed Vice
President, Sales, North America Independent Aftermarket, Delphi
Product and Service Solutions. Mr. Sissmore replaces Tim Wheeler,
who recently elected to leave after nearly eight years of
contributions to Delphi's continued growth in the Aftermarket.
Mr. Sissmore will be responsible for directing independent
aftermarket sales efforts in North America.
"Since joining Delphi, Malcolm has been successful in accelerating
Delphi's market share growth in Canada and strengthening our
market position," said Dave Barbeau, vice president, independent
aftermarket business unit, Delphi Product & Service Solutions.
"We are confident Malcolm will support our efforts here in the
U.S. equally as well and we look forward to continued growth in
both countries."
Delphi activities in the aftermarket focus on key strategic
products such as fuel handling, engine management, heating &
cooling, training materials and telematics. These products and
services provide the technology, training and support necessary
to help Delphi's customers take advantage of service
opportunities.
Prior to coming to Delphi, Mr. Sissmore spent nine years as vice
president, sales & marketing, for Ultrafit Manufacturing in
Mississauga Ontario. Before that he served as vice president of
operations for ATK North America. He has also previously held
various sales positions with Detroit Gasket and Clevite Engine
Parts. Additionally, Mr. Sissmore is a former chairman of the
Automotive Industries Association of Canada.
About Delphi Corp
Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies. Delphi technology is also found in computing,
communications, consumer accessories, energy and medical
applications. Delphi has approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.
The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors. As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.
The Court confirmed Delphi's plan on January 25, 2008. The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.
At the end of July 2009, Delphi obtained confirmation of a revised
plan, build upon a sale of the assets to a entity formed by some
of the lenders who provided $4 billion of debtor-in-possession
financing, and General Motors Company.
Bankruptcy Creditors' Service, Inc., publishes Delphi Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)
DELSITE INC: Nanotherapeutics Buys Certain Assets Out of Ch. 7
--------------------------------------------------------------
Nanotherapeutics, Inc., a privately held specialty
biopharmaceutical company, announced October 1 that it had
acquired certain assets from DelSite, formerly Carrington
Laboratories, Inc., out of Chapter 7 bankruptcy proceedings in the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division.
The DelSite assets acquired include the patented, naturally
derived, biocompatible, resorbable biopolymer GelSite(R), the
GelVacTM nasal powder platform technology, lab equipment,
intellectual property, and other related products. The GelSite(R)
polymer has been tested in various vaccine formulations for
administration by the nasal route and injection.
Nanotherapeutics also acquired the in-situ gelling nasal powder
influenza vaccine Phase I clinical program based on the novel
GelVacTM powder formulation that incorporates the GelSite(R)
polymer. GelSite(R) provides mucoadhesion and sustained antigen
release within the nasal cavity for enhancement of the immune
response. This vaccine possesses distinct potential advantages,
including induction of both mucosal and systemic immunity, room
temperature stability, prolonged shelf life, cold-chain-free
distribution, and needle-free administration that can be
particularly valuable in meeting the needs for pandemic
preparation and stockpiling.
Dr. James Talton, President and CEO of Nanotherapeutics stated
that the Company intended to reactivate the Phase 1 clinical
program ("Double Blind, Randomized, Placebo Controlled Dose
Escalation Study to Assess Safety and Immunogenicity of an
Inactivated H5N1 Influenza Vaccine Administered in GelVacTM Nasal
Powder to Healthy Young Adults") in the near future.
Nanotherapeutics has retained Dr. Yawei Ni, former Chief
Scientific Officer, to assist in the transfer of DelSite's
research and clinical programs to Nanotherapeutics.
About Nanotherapeutics
Nanotherapeutics, Inc. is a privately held specialty
biopharmaceutical company. Its product pipeline includes, an FDA-
approved injectable biologic product (OrigenTM DBM, marketing
partner Orthofix), an FDA filed product (NanoFUSETM bone graft),
and two products in clinical trials (NanoDOX(R) and NanoBUPTM).
The company also has in-house GMP manufacturing to support
additional products. The 10-year old company employs several
platform technologies to manipulate and enhance the properties of
drugs, has an experienced management and development team, and a
pipeline of clinical and pre-clinical pharmaceutical and biologic
products. For more information, visit the company Web site at
http//www.nanotherapeutics.com/
Delsite Inc.
DelSite, Inc. is a research-based drug delivery,
biopharmaceutical, raw materials and nutraceutical company engaged
in the development, manufacturing and marketing of naturally-
derived complex carbohydrates and other natural products for the
delivery of vaccines and therapeutics for the treatment of major
illnesses, and for nutritional supplements.
Before the bankruptcy, DelSite was headquartered in Irving Texas,
and had manufacturing facilities in Irving and Costa Rica and a
research lab in College Station, Texas.
DELTA AIR LINES: No Opposition to April Claims Objection Deadline
-----------------------------------------------------------------
Delta Air Lines Inc. said that no objections were filed to its
request to extend its claims objection Deadline to April 19, 2010.
Delta Air Lines informed Judge Cecilia G. Morris of the United
States Bankruptcy Court for the Southern District of New York that
they have made exceptional progress in resolving disputed claims
through settlements and objections.
According to Timothy E. Graulich, Esq., at Davis Polk & Wardwell,
in New York, the Debtors have made distributions on account of
resolved claims and undertook the necessary tasks related to the
distributions. Specifically, the Debtors have:
* made eight distributions totaling 341.4 million shares of
New Delta Common Stock and $8.9 million in cash on account
of 36,700 allowed unsecured claims in a face amount of
$13.8 billion;
* filed 29 prior omnibus objections covering more than 6,800
proofs of claim;
* resolved more than 6,200 disputed proofs of claim through
objections, withdrawals and other resolutions, with an
initial face value of $77.2 billion;
* filed 10 additional omnibus objections with respect to at
least 240 proofs of claim arising from aircraft-related
transactions;
* analyzed and categorized variations in contract language
from the operative documents of more than 200 separate
aircraft leveraged lease transactions with respect to which
tax indemnity claims and stipulated loss value claims have
been filed; and
* filed five separate "test case" objections to TIA and SLV
claims to determine Delta's obligations, and an omnibus
objection with respect to remaining TIA claims and SLV
claims.
Mr. Graulich notes that despite the substantial progress made,
the Debtors still need to attend to these unresolved claims:
-- 127 aircraft-related claims that remain unresolved,
representing approximately $1.1 billion in value;
-- 135 non-aircraft claims, totaling $335 million;
-- a number of TIA and SLV claims that have the subject of
appeals and other underlying issues relating to claim
amount reductions; and
-- objections to TIA and SLV claims that the Debtors intend to
pursue.
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/-- became the world's largest airline
following merger with Northwest Airlines in 2008. 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. 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).
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).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DELTA AIR LINES: Terms of $2.1 Billion of Financing Transactions
----------------------------------------------------------------
Delta Air Lines closed on September 28, 2009, $2.1 billion of
financing transactions, which marks a significant step towards
addressing the Company's 2010 debt maturities and further
strengthening its liquidity position.
"The competitive terms and strong demand for this financing
reflect the market's confidence in Delta and our financial
strength," Delta President Ed Bastian said in an official
statement. "With these transactions, we've addressed more than
40 percent of our 2010 maturities and generated an incremental
$600 million to bolster our best-in-class liquidity position."
The $2.1 billion transaction will generate $600 million in
incremental liquidity after refinancing $1.5 billion from
Northwest's bank credit and revolving credit facilities. Delta
now expects its unrestricted liquidity at September 30, 2009, to
be $5.6 billion. The total transaction has an effective yield of
9.2 percent.
"We'd like to thank our banks -- Barclays Capital, Citibank,
Deutsche Bank, Goldman Sachs, JP Morgan, Morgan Stanley and UBS
Investment Bank -- for their partnership and commitment to
helping Delta secure our capital needs," Mr. Bastian continued.
The new financing transactions are secured by liens against
Delta's Pacific franchise, which includes route authorities,
slots and gate leaseholds.
Delta didn't break down the source of the Financings, but one
might assume it came from two debt offerings, the Dallas Morning
News reported.
Indeed, Delta previously announced plans for private offerings
of:
* $500 million in aggregate principal amount of senior secured
notes due 2014, as announced on September 16, 2009; and
* $500 million in aggregate principal amount of senior second
lien notes due 2015, as announced on September 22.
On September 23, 2009, Reuters pointed out, Delta sold
$1.35 billion of senior secured notes in a two-part debt sale in
the private placement market under Rule 144A of the Securities Act
and outside the United States in reliance on Regulation S under
the Securities Act.
The size of the deal was increased from an originally planned
$1.25 billion. JPMorgan Chase Bank, Barclays, and UBS were the
joint book-running managers for the sale, according to Reuters.
The bond sale marks a rare step into the high-yield market for
Delta. Proceeds from the new financing will refinance debt put
in place by Citigroup Inc. to aid Northwest's exit from
bankruptcy in May 2007, as well as for general corporate
purposes, The Wall Street Journal reported, citing people
familiar with the matter.
The details of the Debt Sale, according to Reuters, are:
Borrower: Delta Air Lines Inc.
First Tranche:
Amt $750 Mln Coupon 9.50 Pct Maturity 9/15/2014
Type Sr Sec Notes Iss Price 98.563 First Pay 3/15/2010
Moody's Ba2 Yield 9.875 Pct Settlement 9/28/2009
S&P Bb-Minus Spread 744 Bps Pay Freq Semi-Annual
Fitch N/A More Than Treas Non-Callable 2 Years*
Second Tranche:
Amt $600 Mln Coupon 11.75 Pct Maturity 3/15/2015
Type Sr Sec Notes Iss Price 95.228 First Pay 3/15/2010
Moody's Ba2 Yield 13.00 Pct Settlement 9/28/2009
S&P N/A Spread 1056 Bps Pay Freq Semi-Annual
Fitch N/A More Than Treas Non-Callable 2.5 Years*
The $1.35-billion Sale of Senior Secured Notes is an adjustment
to Delta's previously announced private offerings.
Moody's Assigns Rating
Moody's Investors Service assigned a B2 senior secured rating to
the planned $500-million Second Lien Notes due 2015 issued by
Delta. Moody's affirmed all of its existing debt ratings of
Delta and Northwest Airlines Corporation. The outlook is
negative.
The last rating action was on September 16, 2009 when Moody's
assigned ratings to Delta's planned new first lien senior secured
credit facility and planned issue of first lien senior secured
notes due 2013.
Assignments:
Issuer: Delta Air Lines, Inc.
Second Lien Notes, Assigned a range of 50 - LGD4 to B2
LGD Assessments:
Issuer: Delta Air Lines, Inc.
Second Lien Senior Secured Bank Credit Facility, Upgraded to
LGD4, 50% from LGD4, 53%
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/-- became the world's largest airline
following merger with Northwest Airlines in 2008. 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. 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).
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).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DELTA AIR LINES: Wants Stock Based Claim of Smith Subordinated
--------------------------------------------------------------
Delta Air Lines Inc. filed a motion asking the Bankruptcy Court to
subordinate, pursuant to Section 510(b) of the Bankruptcy Code,
Claim No. 6815 filed by Dennis Smith, and purportedly on behalf of
other similarly situated participants in the Delta Family-Care
Savings Plan.
In the event the Court does not subordinate the Smith Claim,
Delta seeks modification of the Chapter 11 discharge and Plan
confirmation injunction in order to liquidate the Smith Claim in
the civil proceeding in the United States District Court for the
Northern District of Georgia, styled Dennis Smith, Individually
and on behalf of all others similarly situated v. Delta Air
Lines, Inc. et al.
The Smith Claim seeks recovery of damages arising from the
purchase or sale of prepetition Delta securities, and is
therefore subject to mandatory subordination pursuant to Section
510(b) of the Bankruptcy Code, according to Timothy E. Graulich,
Esq., at Davis Polk & Wardwell, LLP, in New York, on behalf of
Delta.
In response, Mr. Smith clarified that the Claim "is not premised
upon any allegations of fraud by Delta in connection with [his]
individual purchase of Delta stock." The ERISA Claim arises from
breach of fiduciary duties by the Savings Plan fiduciaries, which
is independent of and quite different from securities fraud
causes of action, Mr. Smith added.
Delta counters that that in accordance with Section 510(b), Dennis
Smith's Claim No. 6815 falls squarely within the boundaries of
mandatory subordination, because there is a "causal link" between
ownership of Delta stock and the Claim, which asserts damages not
in a fixed amount, but in an amount connected to the value of
Delta stock.
By acquiring Delta stock, regardless of the way it was acquired
or held, Mr. Smith took on the risk and reward expectations of a
shareholder, the most important factor for a claim to be
subjected to mandatory subordination, Timothy E. Graulich, Esq.,
at Davis Polk & Wardwell, in New York, said.
Mr. Smith's reliance on bankruptcy settlements of claims under
the Employee Retirement Income Security Act is "misplaced."
Claims may be settled for any number of reasons and, in any
event, the settlements do not establish legal precedent with
respect to the way or method in which the claim was settled, Mr.
Graulich explained.
Against this backdrop, the Debtors ask the Court to subordinate
the Smith Claim.
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/-- became the world's largest airline
following merger with Northwest Airlines in 2008. 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. 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).
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).
* * *
Delta Air Lines has $44,480,000,000 in assets against total debts
of $43,500,000,000 in debts as of June 30, 2009.
Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's. They also continue to
carry 'B2' corporate family ratings from Moody's.
DIXIE PELLETS: Gets Interim OK to Access Calyon NY Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized, on an interim basis, Dixie Pellets, LLC, to:
-- use cash collateral in which certain prepetition lenders
have a perfected first priority security interest; and
-- grant the collateral agent, for the benefit of the lenders
adequate protection.
The Debtor is indebted to:
a. Calyon New York Branch as administrative agent and the
lenders party thereto pursuant to a the loan agreement,
dated May 12, 2008. The loan is secured by a first priority
lien on the biomass production facility in Selma, Alabama
and substantially all of the Debtor's other assets.
b. the administrative agent, Calyon London Branch as currency
hedge provider, the Bank of New York Trust Company, N.A. as
collateral agent, Calyon New York Branch as construction
agent pursuant to the collateral agency and intercreditor
agreement, dated May 12, 2008.
c. the collateral agent and the Bank of New York Trust Company,
N.A. as depositary bank, pursuant to a depositary and
account control agreement, dated as of May 12, 2008.
d. the collateral agent pursuant to the assignment and security
agreement, dated as of May 12, 2008.
The Debtor required access to the cash collateral to preserve
value of its assets and its ability to manage its estate for the
benefit of its creditors and other parties-in-interest.
As of the petition date, the Debtor was indebted and liable to the
lenders in the aggregate principal amount of $67.2 million in
respect of loans made by the lenders pursuant the loan agreement.
The administrative agent and Regions Bank, the only lenders under
the loan agreement, have consented to the use of cash collateral.
As adequate protection, the Debtor will grant replacement liens to
the collateral agent on behalf of the lenders. The Debtor will
also pay all reasonable fees and disbursements of counsel for and
the financial advisors to the administrative agent and the
collateral agent, in each instance to be paid not later than 5
days of invoice.
The Debtor's access to the cash collateral will expire on Oct. 15,
2009, 5:00 p.m. (Eastern Time) and the occurrence of an Event of
Default.
About Dixie Pellets, LLC
Birmingham, Alabama-based Dixie Pellets, LLC, filed for Chapter 11
on Sept. 13, 2009 (Bankr. N.D. Ala. Case No. 09-05411). Jennifer
Anne Harris, Esq., and Jay R. Bender, Esq., at Bradley Arant Rose
& White LLP, represent the Debtor in its restructuring effort. In
its petition, the Debtor listed $50,000,001 to $100,000,000 in
assets and $10,000,001 to $50,000,000.
E & I CONSTRUCTION: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: E & I Construction, Inc.
701 N. Texas Blvd.
Alice, TX 78332
Bankruptcy Case No.: 09-20636
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Southern District of Texas (Corpus Christi)
Debtor's Counsel: Deborah J, Greer, Esq.
Attorney at Law
711 N Carancahua, Suite 424
Corpus Christi, TX 78475
Tel: (361) 883-4444
Fax: (361) 883-4448
Email: djgreer@greerlaw.net
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
$4,722,353, and total debts of $4,920,874.
A full-text copy of the Debtor's petition, including a list of its
14 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/txsb09-20636.pdf
The petition was signed by Israel Ike Ornelas, president of the
Company.
EMBARCADERO PARTNERS: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Embarcadero Partners, L.P.
13455 Noel Road, Suite 800
Dallas, TX 75240
Case No.: 09-36455
Type of Business: The Debtor operates a real estate business.
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Barbara J. Houser
Debtor's Counsel: Charles R. Gibbs, Esq.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
Tel: (214) 969-2800
Fax: (214) 969-4343
Email: cgibbs@akingump.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The petition was signed by Ted Dameris.
Debtor's List of 6 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Pape-Dawson Engineers Trade Debt $95,084
Clark Thomas & Winters Trade Debt $37,946
Lackey Hershman, LLP $16,301
Wastewater Solutions Trade Debt $2,450
Texas Commission On Trade Debt $858
Environ. Quality
Terrence Irion Trade Debt $582
ENERGY PARTNERS: Farallon, Wexford & Carlson Disclose Stake
-----------------------------------------------------------
Farallon Capital Management LLC and its affiliates hold an
aggregate of 4,903,423 shares of Energy Partners Ltd., which is
12.3% of the class of securities. Farallon is a beneficial owner
only of the securities.
Wexford Capital LP and its affiliates hold 7,058,630 shares or
roughly 17.65% of Energy Partners' common stock.
Carlson Capital L.P. and its affiliates hold 4,038,221 shares or
roughly 10.1% of the Company's common stock.
On September 21, 2009, Energy Partners consummated the
transactions contemplated by its modified second amended joint
plan of reorganization, which provided for (a) the holders of the
Company's 9.75% Senior Unsecured Notes due 2014, the Senior
Floating Notes due 2013 and 8.75% Senior Notes due 2010 to
receive, in exchange for their total claim (including principal
and interest), their pro rata share of 95% of the Common Stock to
be issued pursuant to the Plan and (b) the holders of old common
stock interest, par value $0.01 per share, to receive, in exchange
for their total claim, their pro rata share of 5% of the Common
Stock.
Wexford's 2,483,712 shares of common stock and their investment in
the Company's 9.75% Senior Unsecured Notes due 2014 and the Senior
Floating Notes due 2013 were automatically converted to 7,058,630
shares of the reorganized company's common stock.
Carlson's 2,994,968 shares of Common Stock and their investment in
the Company's 9.75% Senior Unsecured Notes due 2014 were
automatically converted to 4,038,221 shares of the reorganized
company.
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 effort. The Debtors also tapped 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.
ENTERGY CORP: Fitch Affirms Preferred Stock Ratings at 'BB+'
------------------------------------------------------------
Fitch Ratings affirms and simultaneously withdraws these ratings
for Entergy Corp. and its subsidiaries:
Entergy Corp.
-- Issuer Default Rating 'BBB-'.
Entergy New Orleans, Inc.
-- IDR 'BB+';
-- Senior secured 'BBB';
-- Preferred stock 'BB+'.
Entergy Arkansas
-- IDR 'BBB-';
-- Senior secured affirmed 'BBB+';
-- Senior unsecured affirmed at 'BBB';
-- Preferred stock 'BBB-'.
Entergy Gulf States - Louisiana LLC
-- IDR 'BB+';
-- Senior secured 'BBB';
-- Senior unsecured 'BBB-';
-- Preferred stock 'BB+'.
Entergy Texas, Inc.
-- IDR 'BB+';
-- Senior secured 'BBB'.
Entergy Louisiana, LLC
-- IDR 'BBB-';
-- Senior secured 'BBB+';
-- Waterford lease obligation 'BBB';
-- Preferred stock 'BBB-'.
Entergy Mississippi Inc.
-- IDR 'BBB-';
-- First mortgage bonds 'BBB+';
-- Preferred stock 'BBB-'.
System Energy Resources Inc.
-- IDR 'BBB-';
-- First mortgage bonds 'BBB-';
-- Secured bonds 'BBB-'.
Fitch will no longer provide ratings or analytical coverage for
any of the above companies.
EPIX PHARMACEUTICALS: 5 Drug Program IPs Sold at Auction
--------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., announced Oct. 1 that there was a
successful auction sale of five drug program intellectual
properties on September 30, 2009.
There were 11 bidders who submitted 17 bids. The five programs
were sold to five different companies.
The remaining intellectual property, regulatory dossier and
clinical inventory will be sold at auction on October 7, 2009.
The remaining programs are the PRX-03140 5HT4 partial agonist
(phase 2 CNS clinical candidate, MCH antagonist (Lead
Optimization) and NPS antagonists (Lead Optimization). In silico
Modeling Technology will also be sold then.
Persons interested in bidding must sign a Confidentiality
Disclosure Agreement obtained from Finn's Office -
jffinnjr@earthlink.net or 781-237-8840. They will then receive a
bid package.
About Joseph F. Finn, Jr., C.P.A.
Joseph F. Finn, Jr., C.P.A. is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts. He works primarily in the area of management
consulting for distressed enterprises, bankruptcy accounting and
related matters, such as assignee for the benefit of creditors and
liquidating agent for a corporation. He has been involved in a
number of loan workouts and bankruptcy cases for thirty-five (35)
years. His most recent Assignments for the Benefit of Creditors in
the biotech field include Spherics, Inc., ActivBiotics, Inc. and
Prospect Therapeutics, Inc.
About EPIX Pharmaceuticals
EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform. The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions. EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.
As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law. Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.
EXTENDED STAY: $4.1 Billion First Mortgage Eyed by Starwood
-----------------------------------------------------------
Starwood Capital Group and investors including Fortress Investment
Group LLC have proposed to buy Extended Stay Inc.'s $4.1 billion
first mortgage for $3.5 billion, the Wall Street Journal reported,
citing unidentified people. According to WSJ, the proposal would
allow the investors, creditors of Extended Stay, to recover a
greater percentage of their initial investments compared with a
reorganization plan sponsored by Extended Stay.
Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.
For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including non-
debtor affiliates) totaling approximately $7.1 billion and
consolidated liabilities totaling approximately $7.6 billion.
Consolidated revenues for the 12 months ending December 31, 2008
were approximately $1 billion.
Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M.
Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors. Lazard Freres
& Co. LLC is the Debtors' financial advisors. Kurtzman Carson
Consultants LLC is the claims agent.
Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).
FINLAY FINE JEWELRY: Bon-Ton to Start Running Jewelry Sections
--------------------------------------------------------------
Reuters reports that Bon-Ton Stores Inc. will begin operating
jewelry departments, which were earlier licensed to bankrupt
jeweler Finlay Fine Jewelry Corp., at 86 of its nameplate stores
in October. According to The Business Journal of Milwaukee, Bon-
Ton said that it signed a multi-year agreement with suppliers and
the company's executives expect to have a full assortment of
merchandise in the fine-jewelry departments for the 2009 holiday
season. Former Finlay store workers will be offered positions in
the stores, The Business Journal relates, citing Bon-Ton.
Finlay Fine Jewelry, headquartered in New York City, is a retailer
of fine jewelry operating stand-alone specialty jewelry stores and
licensed jewelry departments in department stores throughout the
United States. Finlay Fine Jewelry is a subsidiary of Finlay
Enterprises Inc., New York City, which in August filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in New York City.
As reported by the TCR on July 10, 2009, Moody's Investors Service
lowered Finlay Fine Jewelry Corporation's corporate family rating
to Ca from Caa3 and probability of default rating to Ca/LD from
Caa3, as the company failed to make the $1.7 million interest
payment to the holders of the $40.6 million 8.375% senior
unsecured notes due June 2012, prior to July 1, 2009, which was
the expiration of the 30-day grace period provided in the
indenture. Moody's also downgraded the rating of the 8.375%
senior unsecured notes to C from Ca. The rating outlook remains
negative.
According to the TCR on June 19, 2009, Standard & Poor's Ratings
Services lowered its corporate credit rating on New York City-
based Finlay Enterprises Inc. and its wholly owned subsidiary,
Finlay Fine Jewelry Corp., to 'D' from 'CCC' and lowered the issue
level rating on its 8 3/8% senior notes due June 2012 to 'D'.
FIRSTFED FINANCIAL: Files August 2009 Monthly Financial Data
------------------------------------------------------------
FirstFed Financial Corp. filed with the Securities and Exchange
Commission Monthly Financial Data as of and for the period ended
August 31, 2009 (Unconsolidated).
As of and for the period ended August 31, 2009, First Federal Bank
of California had cash and investment securities of $314,246,000;
total mortgage-backed securities of $0; and total assets of
$6,313,289,000.
A full-text copy of the report is available at no charge at:
http://ResearchArchives.com/t/s?45fd
Going Concern
As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".
The Company and its banking unit First Federal Bank of California
are operating under Amended Orders to Cease and Desist issued on
May 28, 2009, by the Office of Thrift Supervision. As required by
the Amendments, the Company and the Bank have submitted a detailed
capital plan to the OTS addressing how the Bank will meet and
maintain a tier 1 core capital ratio of 7% and a minimum total
risk-based capital ratio of 14% by September 30, 2009.
The Bank's risk-based capital ratio was 9.63% at June 30, 2009,
and its core and tangible capital ratios were 4.79%. These
capital ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".
"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties. Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans. In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain "well capitalized"
status or to meet future regulatory requirements. Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company stated.
FirstFed posted a comprehensive loss $48.74 million or $3.37 per
diluted share of common stock for the second quarter of 2009
compared with a comprehensive loss of $36.56 million or $2.60 per
diluted share of common stock for the second quarter of 2008.
Based in Los Angeles, California, FirstFed Financial Corp. (OTC-
FFED.PK) -- http://www.firstfedca.com/-- is the parent company of
First Federal Bank of California. The Bank operates 39 retail
banking offices in Southern California. At June 30, 2009, the
Company had $6.36 billion in total assets and $6.20 billion in
total liabilities.
FRANCHISE KINGS: Gets $600,000+ Bid from BRMKUMAR for All Assets
----------------------------------------------------------------
Pursuant to a Bid Procedures Order dated September 25, 2009,
Franchise Kings of Midtown, Inc., is proposing sell substantially
all of its assets to BRMKUMAR, Inc., for $600,000 and other
valuable consideration, free and clear of liens, claims and
encumbrances pursuant to section 363 of the Bankruptcy Code,
subject to higher and better offers.
In connection with the sale, the Proposed Purchaser intends to
assume the Debtor's lease for the premises located at 240 West
40th Street in Manhattan, and to cure all defaults under the lease
from the Purchase Price.
If no competing bid is received, a hearing to confirm the Asset
Sale will be held in conjunction with the Auction before the
Honorable Arthur J. Gonzalez on October 7, 2009 at 9:30 a.m.
Pursuant to the Bidding Procedures Order, if a Competing Offer is
made on or before October 6, 2009, at 12:00 noon, New York Time,
no sale hearing shall be held on October 7,2009, but instead an
auction will be held on October 7, 2009, at 10:00 a.m at the
offices of the debtor's counsel. All parties interested in making
a competing offer must do so in the manner set forth in the sales
procedures order and in which case the sale hearing shall be held
at 9:30 a.m., New York Time, on October 14, 2009, and objections
to any competing offer must be filed by 12:00 noon on October 13,
2009.
Copies of the Bid Procedures Order and other documents with
respect to the Asset Sale may be obtained by contacting the
Debtor's attorney:
Lawrence F. Morrison, Esq.
Meister Seelig & Fein LLP
140 East 45th Street
New York, NY 10017
Counsel to the Proposed Purchaser is:
Anthony F. Russo, Esq.
Russo Darnell & Lodato, LLP
1975 Hempstead Tpke., Suite 401
East Meadow, NY 11554
Franchise Kings of Midtown, Inc. -- a Popeye's franchisee --
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-13726)
on June 11, 2009. A copy of the Debtor's chapter 11 petition is
available at http://bankrupt.com/misc/nysb09-13726.pdfat no
charge.
FRIEDMAN'S INC: Bidding Deadline for IP Assets Is Oct. 2
--------------------------------------------------------
Jeff Miller at Rapaport News reports that CONSOR Intellectual
Asset Management has set an October 2 bidding deadline for the
intellectual property of Friedman's Jewelers and Crescent
Jewelers.
According to Rapaport News, the bidding and sale will be on
October 9 and will be managed by CONSOR. The report states that
the assets that will be auctioned are:
-- Federal Trademarks,
-- Advantage Plus (Credit card services),
-- Blue Ridge (Diamonds),
-- Friedman's Jewelers (Retail jewelry stores),
-- Friedman's Jewelers Since 1920 (Retail jewelry stores),
-- Melrose (Jewelry),
-- Premium-Fit (Jewelry),
-- Ruxton (Watches),
-- Say it with Diamonds (Retail jewelry store services),
-- The Belgian Crown Star (Jewelry),
-- The Value Leader Since 1920 (Retail jewelry store services),
-- State Trademarks,
-- Crescent Jewelers (Arizona),
-- Crescent Jewelers stylized (Washington),
-- Friedman's Jewelers (Florida),
-- Friedman's Jewelers and Design (Georgia),
-- Regency Jewelers and Design (Georgia),
-- friedmans.com, and
-- crescentjewelers.com
Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- comprised a leading
specialty jewelry retail company. Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.
Friedman's and Crescent Jewelers filed for chapter 11 protection
on January 28, 2008 (Bankr. D. Del. Case Nos. 08-10161 and 08-
10179).
David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, serve as
counsel to the Debtors. The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.
The Official Committee of Unsecured Creditors appointed in the
Debtors' cases is represented by Christopher J. Caruso, Esq., Alan
Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer LLP in
New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware. The Committee also retained Consensus
Advisors as its financial advisors.
On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores. On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.
At a confirmation hearing conducted on April 20, 2009, Friedman's
and Crescent Jewelers attained confirmation of their liquidating
plan in their chapter 11 cases.
FRONTIER AIRLINES: Emerges from Chapter as Republic Unit
--------------------------------------------------------
Frontier Airlines Holdings, Inc. announced October 1 that Republic
Airways Holdings, Inc. has completed its acquisition of the
Company. Upon the closing of the transaction, Frontier Airlines
Holdings, Inc., Frontier Airlines, Inc. and Lynx Aviation, Inc.
successfully emerged from Chapter 11 bankruptcy and are now wholly
owned subsidiaries of Republic. Frontier Airlines and Lynx
Aviation will continue to operate under their same names, offering
the same flight schedules, customer amenities and frequent flier
benefits as in the past.
"This is the end of a long, difficult journey and the beginning of
a new, exciting one," said Frontier President and CEO Sean Menke.
"My thanks go to our Frontier and Lynx employees whose hard work
and sacrifice enabled us to successfully restructure our Company
into an incredible success story. Thanks as well to our loyal
customers who continued to support us when many others doubted we
would succeed. We will continue to focus on the same safe,
efficient, customer-friendly service our customers have come to
expect from us."
Mr. Menke continued, "We are also looking forward to building on
our relationships and working with both Republic and Midwest
Airlines to build a strong, sustainable, competitive airline for
years to come."
With the close of the transaction, Frontier joins Chautauqua
Airlines, Midwest Airlines, Mokulele Airlines, Republic Airlines
and Shuttle America as a subsidiary of Republic Airways Holdings.
On July 31, Republic completed its acquisition of Milwaukee-based
Midwest Airlines. Republic plans to continue both the Frontier and
Midwest brands while leveraging their unique strengths across the
combined network.
"We welcome Frontier into the Republic Airways family," said Bryan
Bedford, Chairman, President and CEO of Republic. "We thank the
employees of Frontier for their hard work and the customers of
Frontier for their continued loyalty. Frontier's successful exit
from Chapter 11 closes a difficult chapter in its history and
allows us to move forward together to capitalize on the many
opportunities to make two excellent brands even stronger."
About Republic Airways
Republic Airways Holdings (NASDAQ: RJET), based in Indianapolis,
Indiana is an airline holding company that owns Chautauqua
Airlines, Frontier Airlines, Lynx Aviation, Midwest Airlines,
Mokulele Airlines, Republic Airlines and Shuttle America. The
airlines offer scheduled passenger service on approximately 1,800
flights daily to 126 cities in 47 states, Canada, Mexico and Costa
Rica under branded operations at Frontier, Midwest and Mokulele,
and through fixed-fee airline services agreements with five major
U.S. airlines. The fixed-fee flights are operated under an airline
partner brand, such as AmericanConnection, Continental Express,
Delta Connection, United Express, and US Airways Express. The
airlines currently employ over 11,000 aviation professionals and
operate 294 aircraft
About Frontier Airlines
Frontier Airlines is a wholly owned subsidiary of Republic Airways
Holdings, Inc., an airline holding company that owns Chautauqua
Airlines, Midwest Airlines, Mokulele Airlines, Republic Airlines
and Shuttle America. Currently in its 16th year of operations,
Frontier Airlines is the second-largest jet service carrier at
Denver International Airport, employing approximately 5,000
aviation professionals. Frontier Airlines is made up of one of
the youngest Airbus fleets in North America offering 24 channels
of DIRECTV(R) service in every seatback along with a comfortable
all-coach configuration. Frontier offers routes to more than 50
destinations in the U.S., Mexico and Costa Rica. In addition,
Frontier and Midwest Airlines have a codeshare partnership that
allows passengers of both airlines access to 70 destinations in
the U.S., Mexico and Costa Rica.
FRONTIER AIRLINES: Cancels Option for More Planes from Bombardier
-----------------------------------------------------------------
Pursuant to a Purchase Agreement with Bombardier Inc., Frontier
Airlines Holdings, Inc., and its debtor-affiliates previously
exercised an option to purchase the MSN-4265 Q400 aircraft which
was financed by a postpetition secured loan from Bombardier
Capital Inc., and delivered to the Debtors in August
2009.
The Debtors have also made pre-delivery payments to Bombardier
related to a certain Q400 aircraft scheduled to be delivered in
February 2010. Pursuant to the Purchase Agreement, the Debtors
have made payments related to three additional unexercised
options for the purchase of aircraft.
In this light, the Debtors and Bombardier entered into a
stipulation which essentially releases Bombardier from any
obligation to manufacture or deliver, and the Debtors are
released from any obligation to purchase or take delivery of, the
Second Option Aircraft.
Under the stipulation, Bombardier will be entitled to retain the
pre-delivery payments received from the Debtors on account of the
Second Option Aircraft.
Bombardier waives any and all claims, damages and any other
rights it has or may have against the Debtors or their estates on
account of the Second Option Aircraft, including, without
limitation, the Debtors' failure to purchase or take delivery of
the aircraft. In turn, Bombardier is released from any
obligation to manufacture or deliver -- and the Debtors are
released from any obligation to purchase any additional aircraft
under the Purchase Agreement or otherwise, whether or not the
Options have been exercised.
Bombardier agrees to promptly refund to the Debtors any and all
amounts held by Bombardier on account of Unexercised Options
pursuant to the terms of the Purchase Agreement.
The Purchase Agreement will be deemed assumed pursuant to
Sections 363(b) and 365(a) of the Bankruptcy Code. The
Assumption, however, will not be subject to, or in any way
require, any cure payments. The relief granted to Bombardier
pursuant to the Stipulation will constitute "adequate assurance"
for purposes of Section 365(b), and Bombardier will not be
entitled to additional or different assurance.
Bombardier will be deemed to have fully, finally and forever
waived, released and discharged the Debtors from any prepetition
claim on account of the Purchase Agreement or any other
prepetition agreements or transactions between the Parties.
Similarly, the Debtors fully and finally release Bombardier from
any claims or avoidance actions under Chapter 5 of the Bankruptcy
Code, arising from transactions under the Purchase Agreement.
The credit memoranda in the amount of $558,589 referenced in
Claim No. 1378 filed by Bombardier against Lynx Aviation, Inc.,
in November 2008, will be deemed satisfied in full and cancelled.
The Debtors release Bombardier and its affiliates from any claims
in connection with the Credit Notes. Any other credit memoranda
issued by Bombardier subsequent to the Petition Date to the
Debtors, however, will remain valid and enforceable.
In addition, Section 2.11(b)(ii) of the Mortgage and Security
Agreement dated as of August 25, 2009 between Lynx and Bombardier
Capital Inc., will be deleted in its entirety. A "Future
Aircraft Non-Delivery Event," as defined in the Mortgage and
Security Agreement, will not be deemed to trigger (y) prepayment
of any of the certificates under the Agreement, or (z) any
accrued interest thereon or the LIBOR Break Amount, pursuant to
the Agreement.
The Debtors' failure to purchase or take delivery on, or provide
adequate assurance of the acceptance of delivery of, the Second
Option Aircraft will not be deemed a Future Aircraft Non-Delivery
Event or an event of default under any agreement or transaction
between the Debtors and Bombardier.
The Stipulation will inure to the benefit of the Debtors and
Bombardier.
Judge Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York approved the parties'
Stipulation.
About Frontier Airlines
Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica. In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.
Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.
As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines. Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.
Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
FRONTIER AIRLINES: Gets Nod for eREV Agreement with RPA
-------------------------------------------------------
Frontier Airlines Holdings Inc. and its affiliates obtained the
Court's authority to enter into and perform under the terms of an
Application Software and Support Agreement dated as of
September 4, 2009, with Rene Perez & Associates, Inc. pursuant to
Sections 105(a) and 363(b) of the Bankruptcy Code. In connection
with the eREV Agreement, the Debtors also seek the Court's
permission to reject agreements with TRXData, Inc. and SITA
Information Networking Computing, B.V., pursuant to Section 365(a)
of the Bankruptcy Code.
Damian S. Schaible, Esq., at Davis Polk & Wardwell LLP, in New
York, told the Court that Frontier currently uses a revenue
accounting system that results in considerably higher costs than
is otherwise necessary and requires two providers, TRXData and
SITA. Frontier contracts with TRXData for the processing of
ticket purchases. Frontier has contracted with SITA to provide
revenue accounting software.
RPA, on the other hand, has a strong reputation as a market
leader in revenue accounting for airlines and currently manages
accounts for five different airlines. Its eRev revenue
accounting software -- which can be used in place of the services
provided by both TRXData and SITA -- is fully automated,
eliminating the need for additional personnel to process ticket
purchases and refunds manually. The eRev Software also provides
real time information about ticket sales and gives RPA's clients
an operational advantage by keeping track of exactly how many
tickets have been purchased or returned at different times.
According to Mr. Schaible, Frontier's internal cost analysis
projects that operating under the eRev Agreement will result in
direct cost savings of approximately $440,000 per year over the
TRXData and SITA Agreements. The eRev Agreement will provide
further cost savings by reducing accounting mistakes and
processing delays and by allowing Frontier to make more informed
operational decisions.
Furthermore, the implementation time for the eRev Software is
only four months, which is faster than or equal to the
implementation time projected for the competing systems
considered by Frontier, Mr. Schaible added.
Accordingly, the Debtors have determined that entry into and
performance under the eRev Agreement is in the best interests of
the Debtors, their estates, their creditors and other parties-in-
interest.
The Debtors noted that they received no objections to their
request.
About Frontier Airlines
Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica. In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.
Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.
As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines. Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.
Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
FRONTIER AIRLINES: Travelport Asserts $1.5MM Cure for Contract
--------------------------------------------------------------
Travelport, Inc., disputes the $0 cure amount proposed by Frontier
Airlines, Inc., with respect to a Galileo International Global
Airline Distribution Agreement by and between Frontier and
Galileo International, L.L.C., a wholly-owned subsidiary of
Travelport.
Galileo owns and operates the Galileo computer reservations
system, a global distribution system by which customers may make
airline reservations and also book train tickets, cruises, car
rental, and hotel rooms. Prior to the Petition Date, Galileo
received and processed reservation requests for flights on the
Debtors' airline, thereby earning certain fees for each
reservation, pursuant to the GIGADA.
As of the Petition Date, the Debtors have failed to pay five
invoices issued by Galileo for fees accrued during the period
from February 1, 2008, through the Petition Date, totaling
$1,597,926.
In September 2008, Galileo filed a proof of claim in the Debtors'
cases for $1,367,261, which was amended as Claim No. 1535 for
$1,597,926. The Debtors objected to the allowance of the Claim.
On September 9, 2009, the Debtors identified the GIGADA, among
other agreements, in their amended schedules of contracts to be
assumed under their Plan of Reorganization. The Debtors intended
to assume the GIGADA Agreement for a cure amount of $0.
Against this backdrop, Travelport asks Judge Drain to:
* overrule the Debtors' determination of the Cure Amount with
respect to the GIGADA; and
* fixing the Cure Amount at $1,597,926, on account of the
unpaid invoices.
About Frontier Airlines
Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica. In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.
Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299). Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.
As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines. Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.
Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
FRONTIER COMMUNICATIONS: Fitch Clarifies Info on Covenant Analysis
------------------------------------------------------------------
Fitch Ratings has additional commentary on Frontier Communications
Corporation to clarify information presented in a special report,
'Covenant Analysis of Largest Speculative Grade Issuers: How Close
to the Breach?' issued on Sept. 29, 2009.
On Sept. 17, 2009, Fitch assigned a 'BB' rating to Frontier's
offering of $600 million, increased from a proposed offering of
$450 million of senior unsecured debt due 2018. Its ratings
remain on Rating Watch Positive owing to its proposed transaction
with Verizon Communications Inc. on May 13, 2009.
Fitch continues to view Frontier's Issuer Default Rating as 'BB'.
In addition the rating remains on Positive Watch as described in
Fitch's Sept. 17, 2009 press release. Although the special report
stated a 12.6% decline in Frontier's EBITDA would lead to a
covenant breach a decline of that degree is highly unlikely in the
near term given the stability of its local exchange operations,
and that, moreover, the successful completion of the Verizon
transaction will materially delever the company (on a 2008 pro
forma basis, the post-merger company would have had leverage of
2.6 times). Finally, cash remaining from Frontier's April
$600 million issuance (a portion of the proceeds were used for
open market debt purchases) and recent $600 million debt issuance
and tender offer are expected to materially reduce the company's
2011 refinancing risk (2011 maturities, as of June 30, 2009, were
approximately $870 million).
GALLERIA (HONG KONG) LIMITED: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Galleria (Hong Kong), Limited
4633 East La Palma Avenue
Anaheim, CA 92807
Case No.: 09-20414
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Theodor Albert
Debtor's Counsel: Matthew A Lesnick, Esq.
Matthew A. Lesnick, Attorney at Law
185 Pier Ave Suite 103
Santa Monica, CA 90405
Tel: (310) 396-0964
Fax: (310) 396-0963
Email: matt@lesnicklaw.com
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $100,000,001 to $500,000,000
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
GANNETT CO: Expects Q3 Profit to Exceed Analysts' Forecasts
-----------------------------------------------------------
Nat Worden at The Wall Street Journal reports that Gannett Co.
expects to report a third quarter profit that exceeds forecasts on
Wall Street, while revenue for the quarter will be down about 19%,
missing analysts' estimates.
The Journal quoted Gannett's chief financial officer Gracia
Martore as saying, "Our continued efforts to achieve efficiencies
and further consolidations company-wide along with significantly
lower newsprint expense resulted in another substantial decline in
our operating expenses."
According to The Journal, Gannett expects to report earnings in
the third quarter, excluding restructuring charges, in a range
from $93 million to $100 million, or 39 cents to 42 cents a share,
marking a decline from the 76 cents a share the Company reported
for the same quarter in 2008, excluding charges, but surpassing
the mean estimate of analysts surveyed by Thomson Reuters for
earnings of 28 cents a share.
The Journal states that Gannett said that it expects to report
quarterly revenue of $1.31 billion to $1.32 billion, while
analysts, on average, had expected revenue of $1.38 billion.
Gannett, The Journal relates, said that it expects third-quarter
operating cash flows of between $241 million and $252 million,
which will mark a 22% decline from last year's $324 million,
compared to a 29% drop in 2008.
Gannett will sell $400 million in five- and eight-year notes, says
The Journal. The Journal reports that Gannett said it cut its
total debt in the quarter by $200 million to $3.31 billion.
Gannett, according to the report, has no debt maturities on the
horizon for almost two years after aggressively restructuring its
debt following the financial crisis.
About Gannett Co. Inc.
Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company. In the United States, the Company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications. Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations. Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach. The Company has two segments: newspaper
publishing and broadcasting.
As reported by the Troubled Company Reporter on January 19, 2009,
Gannett reported that it is offering to sell certain assets of the
Tucson (AZ) Citizen. If a sale is not completed by March 21,
2009, Gannett said it will have to close the newspaper.
According to the TCR on January 15, 2009, Gannett said that it
asked U.S. non-unionized workers to take a week of unpaid leave
the first quarter. Gannett CEO and Chairperson Craig Dubow said
that the company needs to preserve its operations and continue to
deliver for its customers while confronting the issues raised by
some of the most difficult economic conditions that the Company
has ever experienced. Mr. Gannett said that employees in unions
will also be asked to participate in the furlough.
The TCR reported on October 2, 2008, that Gannett drew on a
revolving credit line to ensure it has funds to repay its
commercial paper. The action was taken in response to credit-
market disruption. The company said it has significant credit
available under a $3.9 billion revolving credit line, in excess of
its $2 billion in commercial paper outstanding.
As reported by the TCR on April 15, 2009, Gannett's several non-
daily newspapers in Oakland County said that they will cease or
merge publications on May 31, 2009. These editions of the
Eccentric will close:
-- The Birmingham,
-- West Bloomfield,
-- Troy, and
-- Rochester.
According to the TCR on April 22, 2009, Moody's Investors Service
placed Gannett's Ba1 Corporate Family Rating, Ba1 Probability of
Default Rating and Ba2 senior unsecured note ratings on review for
possible downgrade and lowered the speculative-grade liquidity
rating to SGL-4 from SGL-3.
GEO GROUP: S&P Affirms Corporate Credit Rating at 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all of
its ratings on The GEO Group Inc., including the 'BB-' corporate
credit rating. The outlook is stable.
The senior secured bank loan, which includes a revolving credit
facility and term loan B, is rated 'BB+' with a recovery rating of
'1', indicating S&P's expectation of very high (90%-100%) recovery
in the event of a payment default. The rating on the senior
secured bank loan facility is based on proposed terms, which
include a revolver maturity extension to September 2012 from
September 2010, revolver increase to about $325 million from
$240 million, and increased pricing. The $150 million senior
unsecured notes due 2013 are rated 'BB-' with a recovery rating of
'4', indicating S&P's expectation of average (30%-50%) recovery in
the event of a payment default.
"The ratings on The GEO Group Inc. reflect the company's narrow
business focus in an industry that is subject to social and
political policy changes, exposure to the potential for national
inmate population reductions over time, high customer
concentration, a leveraged financial profile, and continued
substantial capital-expenditure program," said Standard & Poor's
credit analyst Jerry Phelan. "The company's strong market
position, operating cash flow growth, and limited industry
cyclicality partially mitigate these factors."
GEO is a narrowly focused company that provides a range of prison
and correctional services to U.S. federal, state, local, and
overseas government agencies. Contracts with U.S. federal
government agencies account for more than 30% of revenue, while
contracts with agencies of the state of Florida account for almost
20% of revenue. With about 60,000 beds (including beds under
development), a substantial portion of which are in the U.S., GEO
is the second-largest player in the U.S. privatized corrections
industry, behind market leader Corrections Corp. of America
(BB/Stable/--), which has about 87,000 beds. Despite its strong
market position, S&P believes GEO faces significant competition
from CCA and smaller competitors, including Cornell Cos. Inc.
(B/Positive/--) and Management & Training Corp. (unrated).
The stable outlook reflects that S&P expects GEO to maintain high
occupancy rates and continue to grow its inmate population level.
S&P views the proposed revolving credit facility increase and
maturity extension positively due to the removal of a near-term
maturity and medium-term liquidity enhancement. S&P expects a
modest near-term leverage increase as a result of the Just Care
acquisition and continued negative free cash flow as the company
continues to add capacity. S&P could revise the outlook to
positive if the risks related to ongoing state budget deficits
diminishes, the company continues to successfully fill new
capacity, and if leverage approaches 3x. S&P believes this could
occur over the next year if EBITDA grows by about 20%. S&P could
revise the outlook to negative if state budget deficits materially
impact the company's operating performance so that leverage
approaches 4.5x and/or its liquidity weakens significantly.
GRAFTECH INTERNATIONAL: S&P Puts 'BB-' Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB-' corporate credit rating, on Parma,
Ohio-based GrafTech International Ltd. on CreditWatch with
positive implications.
"The CreditWatch placement acknowledges the company's improved
credit profile over the past several quarters, due to the
combination of better-than-expected operating performance and
significantly lower debt balances," said Standard & Poor's credit
analyst Sherwin Brandford. "This improvement has come despite
challenging operating conditions including very low operating
rates at steel mills."
While performance during 2009 has been materially weaker compared
to 2008, the company has consistently generated positive free cash
flow that has been utilized to reduce debt, such that minimal book
debt remains outstanding. As a result, total adjusted debt to
EBITDA is less than 1x and funds from operations to total adjusted
debt more than 100%, levels that S&P would consider more
consistent with a higher rating.
GrafTech manufactures graphite electrodes and other synthetic,
carbon-based products for use in industrial applications.
In resolving S&P's CreditWatch listing, S&P will meet with
management and discuss both its near- and long-term business and
financial strategies, including financial policy. If a higher
rating is the ultimate outcome of its review, it will be limited
to one notch.
HAWAIIAN TELCOM: Confirmation Hearing Adjourned to Nov. 9
---------------------------------------------------------
The hearing by which the U.S. Bankruptcy Court for the District
of Hawaii will consider confirmation of the Amended Joint Plan of
Reorganization of Hawaiian Telcom Communications, Inc., and its
debtor affiliates has been adjourned and is currently scheduled
to commence on November 9, 2009, at 9:30 a.m. Hawaii Standard
Time before Judge Lloyd King, in Honolulu, Hawaii.
The hearing postponement was noted in an adjournment notice filed
by the Debtors' counsel, Cades Schutte LLP, dated September 22,
2009.
The Confirmation Hearing was previously scheduled for October 7,
2009.
Theodore Young, Esq., of Cades Schutte, in Honolulu, Hawaii, also
related that in line with the hearing adjournment, the deadline
for voting on the Plan has been extended to 1:00 p.m. Hawaii
Standard Time on November 2, 2009.
The deadline for filing objections to the Plan has also been
extended to November 2, 2009, Mr. Young stated.
He added that the Debtors intend to file plan supplements no
later than October 28, 2009.
Debtors Seek Revision of Plan-Related Schedule
Simultaneous with the filing of the Hearing Adjournment Notice,
the Debtors filed a request with the Court, seeking approval of a
revised schedule relating to the confirmation of their Amended
Plan, as negotiated with the Official Committee of Unsecured
Creditors and Lehman Commercial Paper, Inc., as administrative
agent to the Secured Lenders. The new schedule contemplates a
Nov. 2 deadline for pre-trial briefs and confirmation hearing
beginning on Nov. 9.
The Debtors further ask the Court to approve a stipulated
protective order they executed with the Creditors Committee and
the Secured Lenders relating to confirmation discovery executed
among the Debtors, the Committee and the Secured Lenders.
According to Mr. Young, the Stipulated Protective Order sets
forth procedures and protections for the Debtors' and other
parties' confidential and highly confidential information.
Mr. Young said there is likely to be a contested confirmation
hearing to consider the assertion of various parties regarding
the Amended Plan. He noted that preparation for that evidentiary
hearing may involve significant discovery and motion practice.
In this light, he pointed out, the Debtors, the Committee and
Lehman Commercial worked to establish a schedule that will create
an organized process to address discovery and other disputes in
connection with confirmation.
Hawaiian Telcom's Plan
Hawaiian Telcom's plan provides for these terms:
-- Senior secured creditors will recover 75% to 80% of their
claims through the conversion of $590 million of senior
secured debt into a $300 million secured term loan and all of
the new stock.
-- Senior noteholders, owed $350 million, would recover 2% to 3%
though warrants for 12.75% of the new stock and subscription
rights to buy as much as $50 million more.
-- Subordinated noteholders owed $150 million are to receive
nothing while existing stock is to be canceled.
-- General unsecured creditors with claims aggregating up to
$40 million are to receive a cash recovery amounting to 1% to
2%.
Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAWAIIAN TELCOM: Kirkland Charges $1.48MM for April-June Work
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, several
professionals employed with respect to Hawaiian Telcom
Communications Inc.'s Chapter 11 cases filed with the Court their
interim fee applications for the fee period from April 1, 2009,
through June 30, 2009:
Firm Fees Expenses
---- ---------- --------
Kirkland & Ellis LLP $1,480,250 $33,785
Cades Schutte LLP 239,680 974
Lazard Freres & Co. LL 600,000 47,436
Deloitte & Touche LLP 115,968 0
Ernst & Young LLP 26,893 0
Kirkland & Ellis serves as the Debtors' counsel. Deloitte is the
Debtors' independent auditors. Ernst & Young acts as tax
auditors to the Debtors. Lazard Freres is financial advisor to
the Debtors. Cades Schutte is the Debtors' counsel.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HAWAIIAN TELCOM: Panel & LCPI Conduct Discovery vs. Each Other
--------------------------------------------------------------
Pursuant to Rules 34 and 45 of the Federal Rules of Civil
Procedure and Rules 7034, 9014 and 9016 of the Federal Rules of
Bankruptcy Procedure, the Official Committee of Unsecured
Creditors served discovery requests on Lehman Commercial Paper,
Inc., as administrative agent and collateral agent for the
Secured Lenders.
The Committee demanded that Lehman Commercial produce at the
offices of Weil, Gotshal & Manges, in Redwood Shores, California,
various documents, including:
* All documents relating to any valuation of Hawaiian Telcom
Communications, Inc., or its business for the past two years,
including current or past valuation reports or analyses;
* Documents sufficient to show the processes or methods by
which any valuation of Hawaiian Telcom or its business for
the past two years was performed by or on behalf of the
Debtors;
* Documents sufficient to show the persons involved in
performing any valuation of Hawaiian Telcom or its business
by or on behalf of the Debtors for the past two years;
Lehman Commercial Paper Inc., as administrative agent and
collateral agent for the Secured Lenders, on the other hand,
demanded that the Creditors Committee produce various documents,
including:
* All data, documents, workpapers referenced any expert in any
report or exhibit/attachment with respect to the Debtors'
cases;
* All documents, correspondence, or other communications
between the Committee and any person who may be called as an
expert witness, including any materials concerning the
subject matter of their testimony, the substance of the
facts and opinions to which those experts are expected to
testify, and any summaries of the grounds of their opinions;
and
* All documents or communications concerning any fee or
compensation arrangements or agreements the Committee has
with any expert witnesses.
About Hawaiian Telcom
Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.
The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086). As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).
Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts. The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.
When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.
Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
HD SUPPLY: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on HD
Supply Inc., including the 'B' corporate credit rating. In
addition, S&P revised the outlook on HD Supply to negative from
stable.
The ratings on Atlanta, Georgia-based HD Supply reflect the
company's high financial leverage and pressure on its operating
performance from the severe and protracted downturn in U.S.
residential construction activity, as well as the downturn in
nonresidential construction spending. Business-line diversity,
leading market positions, and operational scale to weather the
construction downturn partially offset these factors. However,
uncertainty about the ultimate depth and duration of the housing
cycle decline, coupled with the nonresidential downturn, increase
Standard & Poor's concerns about HD Supply's near- to
intermediate-term operating performance and financial leverage.
The negative outlook reflects the risks that the currently weak
residential end-market conditions do not improve measurably, while
nonresidential construction markets face further declines, leaving
relatively less cash flow to service higher debt levels. The
currently good liquidity supports the current rating, despite the
fact that S&P expects EBITDA to cash interest coverage to remain
at about 1x.
"If, for example, EBITDA to cash interest coverage deteriorates to
less than 1x and S&P does not see prospects for improvement, and
liquidity diminishes, S&P could lower the rating," said Standard &
Poor's credit analyst John R. Sico. "This risk is heightened as
the company's payment-in-kind debt becomes cash pay in 2012, and
the first tranche of secured debt matures in 2012," he continued.
HOLLEY PERFORMANCE: Gets Court Approval on First-Day Motions
------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware approved Holley Performance Products
Holdings Inc.'s first-day motions, including bids to pay workers'
prepetition wages and honor roughly $2.5 million in prebankruptcy
obligations to customers, according to Law360.
Holley Performance and its affiliates are leading suppliers of
performance automotive products. The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products, The Company designs its performance automotive products
to enhance street, off-road, recreational, and competitive vehicle
performance through increased horsepower, torque, and drivability,
In addition to the automotive performance line, Holley Performance
remanufactures carburetors and manufactures performance products
for thc powersport, marine, and motorcycle markets, Holley
Performance also formerly supplied selected products to certain
industrial (non-automotive) original equipment manufacturers.
Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333). Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel. Epiq Bankruptcy Solutions
LLC serves as claims and notice agent. The Debtors' cases have
been assigned to Judge Peter J. Walsh.
HUDSON PRODUCTS: S&P Downgrades Secured Term Loan to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Hudson Products Holdings Inc.'s (B-/Negative/-
-) senior secured debt. S&P lowered issue-level rating on the
company's secured term loan B and revolving credit facility to 'B'
from 'B+', one notch higher than the corporate credit rating. S&P
also revised the recovery rating on this debt to '2', indicating
expectations of substantial (70%-90%) recovery in the event of a
payment default, from '1'.
"These rating actions follow a further analysis of the recovery
prospects for this debt," said Standard & Poor's credit analyst
Kenneth Cox. The oilfield services company also has subordinated
notes with a 10% cash coupon and 3.5% paid-in-kind coupon maturing
in 2016 that S&P does not rate.
The ratings on Hudson Products Holdings Inc. reflects high debt
leverage, weak interest coverage, exposure to cyclical end
markets, and a limited but improving scale of operations. The
rating also reflects Hudson's leading market share and its low
maintenance capital spending requirements.
Ratings List
Hudson Products Holdings Inc.
Corporate Credit Rating B-/Negative/--
Ratings Lowered/Revised
To From
-- ----
Senior Secured B B+
Recovery Rating 2 1
IMAGINE ADOPTION: Exits Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Patrick Maloney at The London Free Press Imagine Adoption was
moved out of Chapter 11 bankruptcy on Tuesday, after the court
approved the Company's proposed restructuring.
Free Press quoted Londoner Rob Eagleson, a former Imagine Adoption
client who sits on its new eight-member board, as saying, "Now we
start making decisions that benefit the families and the children.
The court has said we can start operating again."
According to Free Press, Imagine Adoption's new directors can take
control of the Company from bankruptcy trustees.
Operating as Imagine Adoption Agency, Kids Link International
Adoption Agency is a Christian Non-Profit International Adoption
Agency incorporated within the Province of Ontario, and fully
licensed by the Ontario Ministry of Children and Youth Services to
facilitate international adoptions for Canadian families.
Imagine Adoption filed for bankruptcy in Canada on July 14, 2009.
Imagine Adoption said it owed C$800,000 to 400 families and that
its assets of C$723,004 were C$363,000 less than its liabilities.
BDO Dunwoody Limited was appointed as trustee.
IMPLANT SCIENCES: Delays Annual Report, Expects $13.5MM Net Loss
----------------------------------------------------------------
Implant Sciences Corporation disclosed that in conjunction with
the deterioration in the economic environment and the material
reduction in the market value of its publicly traded common stock,
it has evaluated and tested its goodwill for impairment in
accordance with the Financial Accounting Standards Board's
Statement of Financial Accounting Standard No. 142, "Goodwill and
Intangible Assets."
Implant Sciences said the analysis and its implication on the
Company's financial statements has caused it to be unable to file,
without unreasonable effort and expense, its Annual Report on Form
10-K for the fiscal year ended June 30, 2009, because its audited
financial statements for that period have not been completed.
Implant Sciences anticipates that the Form 10-K, along with the
audited financial statements, will be filed by October 15.
Implant Sciences anticipates reporting net loss from continuing
operations of roughly $13,559,000 on revenues of roughly
$8,737,000 for the fiscal year ended June 30, 2009, as compared to
net loss from continuing operations of $7,738,000 on revenues of
roughly $5,152,000 for the fiscal year ended June 30, 2008. The
increase in net loss from continuing operations is primarily the
result of a $5,700,000 non-cash charge recorded by Implant
Sciences in connection with the settlement of its litigation with
Evans Analytical Group, increased operating expenses (principally
legal expenses in connection with that litigation and settlement),
increased interest expense and the realization of a loss on the
disposition of certain assets. The net loss was offset partially
by increased sales of Implant Sciences' handheld explosives
detection product, improved gross margins resulting from those
sales and a gain realized on the transfer of certain assets.
About Implant Sciences
Wakefield, Massachusetts-based Implant Sciences Corporation (NYSE
Alternext US: IMX) -- http://www.implantsciences.com/-- develops,
manufactures and sells sophisticated sensors and systems for the
Security, Safety and Defense industries. The Company has
developed proprietary technologies used in its commercial portable
and bench-top explosive trace detection systems which ship to a
growing number of locations domestically and internationally.
The Company had $8,296,000 in total assets and $16,112,000 in
total liabilities resulting in $7,816,000 in stockholders' deficit
at March 31, 2009. The Company had an accumulated deficit of
approximately $70,224,000 and a working capital deficit of
$7,088,000 as of March 31, 2009.
Going Concern Doubt
The Company has suffered recurring losses from operations and must
repay in full the balance of its senior secured convertible
promissory note on December 10, 2009. The promissory note was
recorded at $3,741,000 as of March 31, 2009, and has a liquidation
value of $4,600,000. The Company said these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
UHY LLP on October 14, 2008, expressed substantial doubt about
Implant Sciences' ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal year ended June 30, 2008, and 2007. The auditing firm
pointed to the Company's recurring losses from operations.
ION MEDIA: Begins Soliciting Votes on Reorganization Plan
---------------------------------------------------------
Ion Media Networks Inc. received approval from the Bankruptcy
Court of the disclosure statement explaining its proposed Chapter
11 plan of reorganization. As a result, Ion Media will officially
begin soliciting votes from its creditors and will present its
plan for confirmation at a hearing scheduled for November 3, 2009.
The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases. Ion, the Lenders and the Committee recently
entered into a global settlement, the terms of which are
incorporated in the Plan. As previously reported, the Plan
contemplates a complete extinguishment of over $2.7 billion in
legacy indebtedness and preferred stock claims.
Additionally, Ion Media received this week FCC approval on its
short form application for transfer of control of its television
licensees, allowing Ion to emerge from the bankruptcy process
promptly upon bankruptcy court approval of its plan of
reorganization without any further delay.
Brandon Burgess, ION's Chairman and CEO, said, "With the Court's
authorization, we can now begin the solicitation of stakeholder
votes on our Plan, which is another important step forward in our
restructuring process. We are pleased with what we have
accomplished thus far as we work to emerge as a competitive and
financially stable company."
The Plan, as modified to incorporate the global settlement with
the Committee, provides as follows:
* upon consummation, the Debtors' $150 million debtor in
possession financing facility will convert into 62.5% of the
new common stock of Reorganized ION;
* the holders of first lien secured debt claims will receive
their pro rata share of 37.5% of the new common stock of
Reorganized ION;
* the holders of second priority notes claims will receive, on
a pro rata basis, a share of $5 million aggregate cash
distribution to be shared with holders of general unsecured
claims and warrants to purchase 5% of the new common stock
of Reorganized ION at an equity value of $800 million;
* the holders of general unsecured claims will receive, on a
pro rata basis, a share of $5 million aggregate cash
distribution to be shared with holders of second priority
notes claims and warrants to purchase 5% of the new common
stock of Reorganized ION at an equity value of $1.1 billion;
and
* all outstanding ION equity interests, including common
stock, preferred stock and any options, warrants or rights
to acquire any equity interests, will be cancelled and
extinguished and holders thereof will not receive a
distribution.
ION will shortly begin the process of soliciting votes for the
Plan from eligible claim holders. Assuming the requisite
approvals are received and the Bankruptcy Court confirms the Plan
under the company's current timetable, ION expects to emerge from
Chapter 11 later this year.
Cyrus' Outstanding Objections
Cyrus Select Opportunities Master Fund, a New York-based investor
in Ion's notes due 2013, had raised objections to the Plan,
specifically with respect to the proposed recovery provided to the
first lien lenders. Judge James Peck, however, approved the
Disclosure Statement, and said that the outstanding issue can be
addressed at the confirmation hearings and the adversary
proceeding between the parties.
Cyrus, a holder of the second lien debt, argues that the Plan
gives too much to first-lien lenders, based on a premise that
their claims are secured by Federal Communications Commission
operating licenses. Cyrus said that FCC licensees can't legally
grant liens on the licenses and that the issue should be heard in
the District Court. Cyrus has commenced an adversary proceeding
against Ion Media seeking a declaration regarding the validity and
enforceability of any security interests in broadcasting and other
licenses, authorizations, waivers and permits issued by the FCC to
certain subsidiaries of Ion Media.
Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses. Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement. According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.
"Your issues also go to the heart of the plan and whether it
permissibly allocates value to the first-lien holders," Judge Peck
said, commenting on Cyrus' outstanding issues, Bloomberg News
said. Rather than delay Ion's exit from Chapter 11 by disputing
the issue now, it should be addressed through adversary lawsuits
and in confirmation, Judge Peck said.
A copy of the Plan, as modified, is available for free at:
http://bankrupt.com/misc/IonMedia_Modified_DS.pdf
A copy of the Disclosure Statement, as modified, is available for
free at:
http://bankrupt.com/misc/IonMedia_Modified_Plan.pdf
About Ion Media
ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and
operates the nation's largest broadcast television station group
and ION Television, which reaches over 96 million U.S. television
households via its nationwide broadcast television, cable and
satellite distribution systems, and features popular TV series and
movies from the award-winning libraries of RHI Entertainment, CBS
Television, NBC Universal, Sony Pictures Television, Twentieth
Television and Warner Bros., among others. Using its digital
multicasting capability, the Company has launched several digital
TV brands, including qubo, a channel for children focusing on
literacy and values, and ION Life, a channel dedicated to active
living and personal growth. It also has launched Open Mobile
Ventures Corporation, a business unit focused on the research and
development of portable, mobile and out-of-home transmission
technology using over-the-air digital television spectrum.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125).
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors'
general bankruptcy counsel. Moelis & Company LLC is the Debtors'
financial advisor. Ernst & Young LLP is the Debtors' tax advisor,
and Kurtzman Carson Consultants LLP is the Debtors' notice, claims
and balloting agent. The Debtors listed $1,855,000,000 in assets
and $1,936,000,000 in debts as of April 30, 2009. The U.S.
Trustee has appointed four members to the official committee of
unsecured creditors.
JERNIGAN CONCRETE: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jernigan Concrete Pumping, Inc.
7470 Railroad Ave.
Hanover, MD 21077
Bankruptcy Case No.: 09-28628
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Robert A. Gordon
Debtor's Counsel: Michael Stephen Myers, Esq.
Scarlett & Croll, P.A.
201 North Charles Street, Suite 600
Baltimore, MD 21201
Tel: (410) 468-3100
Email: mmyers@scarlettcroll.com
Robert B. Scarlett, Esq.
Scarlett & Croll, P.A.
201 North Charles Street, Suite 600
Baltimore, MD 21201
Tel: (410) 468-3100
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
$1,733,288, and total debts of $2,301,687.
A list of the Company's 24 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mdb09-28628.pdf
JL FRENCH: Chapter 11 Plan is Effective and in Full Force
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware said
that the first amended joint Chapter 11 plan of reorganization
of J.L. French Automotive Castings Inc. and its affiliated
debtors is effective as of Sept. 25, 2009, and the Plan has been
substantially consummated.
Deadline for filing administrative and professional fee claims,
and contract and lease rejection damages is due Oct. 26, 2009.
According to the Troubled Company Reporter, the Plan contemplates
a restructuring that reduces debt by more than $240 million. Under
the Plan, first lien lenders will receive a secured note and
95% of the new stock. Second lien lenders will receive 5% of the
stock plus warrants to purchase additional stock. Unsecured
creditors will receive cash, and equity holders will receive
nothing.
The Debtors owe the first lien lenders roughly $154 million under
various term loans and roughly $50 million in revolving loans.
Roughly $60 million is owed to Second Lien Lenders, secured by
substantially the same collateral junior to the first lien
lenders.
First lien lenders will recover 56%, second lien lenders 10%,
while unsecured creditors get 7.4% of their allowed claims:
Allowed Percentage
Class Description Treatment Amount Recovery
----- ----------- --------- --------- ----
1 Other Priority Claims Unimpaired $2,953,435 100%
2 Other Secured Claims Impaired $3,332,329 100%
3 First Lien Claims Impaired $210,179,534 56%
4 Second Lien Claims Impaired $64,052,559 10%
5 General Unsecured Claims Impaired $1,623,153 7.4%
6 Preferred Equity Interests Impaired 0%
7 Common Equity Interests Impaired 0%
The lenders who provided debtor-in-possession financing will
receive payment in full in cash from the proceeds of the exit
financing or may participate in the exit financing.
A copy of the disclosure statement of first amended plan is
available for free at http://bankrupt.com/misc/jlfrench.ds.pdf
Based in Sheboygan, Wisconsin, J.L. French Automotive Castings
Inc. -- http://www.jlfrench.com/-- supplies aluminum die castings
specializing in powertrain and automotive components. The Company
has four manufacturing locations around the world including plants
in the United States, and Spain. The Company has six engineering/
customer service offices to globally support its customers near
its regional engineering and manufacturing locations. The Company
began making aluminum die castings in 1968 in Sheboygan, Wisconsin
as a small, family owned business and is now an industry leader in
technical resources.
The Company and six of its affiliates filed for Chapter 11
protection on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12445). Pachulski Stang Ziehl & Jones LLP, and Milbank, Tweed,
Hadley & McCloy LLP, represent the Debtors in their restructuring
efforts. The Debtors selected BMC Group Inc. as claims agent;
Conway MacKenzie & Dunleavy Inc. as financial advisor; Houlihan
Lokey Howard & Zukin Capital Inc. as investment banker. The U.S.
Trustee for Region 3 has not appointed creditors to serve on the
Official Committee of Unsecured Creditors. When the Debtors
sought for protection from their creditors, they listed between
$100 million and $500 million each in assets and debts.
JOHN THOMAS CISNE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: John Thomas Cisne
dba Cisne Agency, LLC
dba Cisne Farms, LLC
dba Cisne & Associates of Michigan, Inc.
Nancy Ann Cisne
P.O. Box 85
Charlevoix, MI 49720
Bankruptcy Case No.: 09-11491
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Western District of Michigan (Grand Rapids)
Debtors' Counsel: Michael J. Corcoran, Esq.
Running, Wise & Ford, PLC
201 State Street
Charlevoix, MI 49720
Tel: (231) 547-8990
Fax: (231) 547-3014
Email: sjd@runningwise.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
$1,314,452, and total debts of $1,876,541.
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/miwb09-11491.pdf
The petition was signed by the Joint Debtors.
KEITH PIPELINE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Keith Pipeline Maintenance, Inc.
fdba Keith Construction, Inc.
fdba Ryman & Keith Construction
21036 Curtis Lane
Custer Park, IL 60481
Bankruptcy Case No.: 09-36194
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: John H. Squires
Debtor's Counsel: Chris D. Rouskey, Esq.
Rouskey and Baldacci
151 Springfield Ave
Joliet, IL 60435
Tel: (815) 741-2118
Fax: (815) 741-0670
Email: rouskey-baldacci@sbcglobal.net
Estimated Assets: $500,001 to $1,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$596,200, and total debts of $1,284,787.
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/ilnb09-36194.pdf
The petition was signed by Kenneth Keith, president of the
Company.
LANDAMERICA FIN'L: Judge Stays Action as to Calif. Controller
-------------------------------------------------------------
Debtor LandAmerica Title Company previously sought the entry of an
order staying all proceedings in two actions involving John
Chiang, Controller of the State of California, and United Title
Company. The Actions are referred to as the "Writ Action" and the
"Enforcement Action." The Writ Action is captioned United Title
Company v. John Chiang, Controller of the State of California,
Case No. BS111835 (Sup. Ct. of Cal. Los Angeles County); while the
Enforcement Action is captioned John Chiang, Controller of the
State of California v. United Title Company, Nations Holding
Group, and Does 1-100, Case No. BC397165 (Sup. Ct. of Cal. Los
Angeles County).
Upon considering the parties' arguments, Bankruptcy Judge Kevin
Huennekens ruled that with regard to the Enforcement Action, LTC's
stay request is:
(a) granted as to LTC over the California Controller's
objection that the Enforcement Action is exempt from the
automatic stay and accordingly, the Enforcement Action
is stayed as to LTC; but
(b) denied as to Nations Holding Group and accordingly, the
Enforcement Action is not stayed pursuant to Section 362
of the Bankruptcy Code as to Nations Holding Group.
Judge Huennekens has also denied LTC's request with regard to the
Writ Action. The Writ Action is not stayed pursuant to Section
362.
Controller Seeks Reconsideration
Representing the California Controller, Scott A. Stengel, Esq.,
at Orrick, Herrington & Sutcliffe LLP Washington, DC, asserts
that the Court based its recent stay ruling on the Controller's
lawsuit on an ambiguously worded decision in the case of Grayson
v. WorldCom, Inc. (In re WorldCom, Inc.), No. 05 Civ. 5704, 2006
WL 2270379 (S.D.N.Y. Aug. 8, 2006), which LTC cited for the first
time less than 2 business days before the Aug. 25, 2009 hearing
and described as reaching exactly the same result.
Mr. Stengel relates that LTC first brought the WorldCom decision
to the attention of the Bankruptcy Court and the Controller in
its reply in support of the Lift Stay Motion. In that Reply, LTC
represented that:
(a) "The bankruptcy court [in WorldCom] found that an action
brought under the Unclaimed Property Law does not qualify
as a police or regulatory proceeding and, therefore, was
not eligible for exemption from the automatic stay under
Section 362(b)(4) [of the Bankruptcy Code];" and
(b) "[WorldCom is] the only on-point authority cited by any of
the parties addressing the direct precise question raised
here: does an action under the UPL merit exemption under
Section 362(b)(4). [sic] The WorldCom court said no ..."
Judge Huennekens has recently ruled that the automatic stay bars
the California Controller from prosecuting his lawsuit to enforce
California's Unclaimed Property Law against LTC in the Los
Angeles County Superior Court.
Mr. Stengal tells the Court that the Controller has since been
able to obtain both a transcript of a Bankruptcy Court hearing in
WorldCom and a related memorandum of law, and these materials
contradict LandAmerica's characterization of the decision. As a
result, Mr. Stengel says, Judge Huennekens should reconsider his
ruling and hold instead that the automatic stay does not bar the
Controller from continuing his lawsuit.
LTC Responds
John H. Maddock III, Esq., at McGuirewoods LLP, in Richmond,
Virginia, asserts that the Controller does not -- and cannot --
satisfy the high standard required to provide a basis for the
Court to reconsider a decision that was based on a proper
understanding of the applicable facts and law governing the
issue. According to Mr. Maddock, regardless of the Controller's
assertions about the Worldcom decision, the simple fact is that
the Controller cannot identify a single authority that, but for
the Court's reliance on the Worldcom decision, would compel the
Bankruptcy Court to change its ruling.
Mr. Maddock argues that the Controller has not shown that the
Court's ruling is the product of an error of apprehension in
applying relevant authority.
For all these reasons and all reasons identified in its argument
on the initial motion and as presented at oral argument, LTC
argues that the Court should deny the Controller's
Reconsideration Motion.
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: Sues A. Arthur, et al., to Enjoin Class Suit
---------------------------------------------------------------
Debtors LandAmerica Financial Group, Inc. and LandAmerica 1031
Exchange Services, Inc., commenced on July 10, 2009, a complaint
for injunctive relief against Angela M. Arthur, as trustee of the
Arthur Declaration Trust dated December 29, 1988, Vivian R. Hays,
Leapin Eagle, LLC, Denise J. Wilson, Gerald R. Terry, Ann T.
Robbins, and Jane T. Evans, on behalf of themselves individually
and on behalf of a class of others similarly situated.
MDL Litigation
Ms. Arthur, Ms. Hays, Leapin Eagle, and Ms. Wilson, on behalf of
themselves and others similarly situated, filed a complaint
against G. William Evans, Stephen Connor, and Suntrust Banks,
Inc. on January 14, 2009, in the U.S. District Court for the
Southern District of California. Mr. Terry, Ms. Robbins, and Ms.
Evans, on behalf of themselves and others similarly situated,
also filed a complaint on February 11, 2009, against Theodore L.
Chandler, Jr., Christine R. Vlahcevic, Evans, Connor, and
SunTrust in the Court of Common Pleas, Tenth Judicial Circuit,
State of South Carolina.
The South Carolina Action was removed to the District of South
Carolina on February 19, 2008, and the U.S. Judicial Panel on
Multidistrict Litigation ordered the California Action be
transferred to the District of South Carolina for coordination or
consolidation of pretrial proceedings with the South Carolina
Action on June 12, 2009.
The MDL Plaintiffs generally allege that the MDL defendants
"participated in and provided assistance to LES in committing
fraudulent acts, in converting exchange funds that were entrusted
to it to its own use, and in breaching fiduciary duties owed to
Plaintiffs and others similarly situated."
Save for the deliberate omission of LES as a named defendant, the
claims raised in the MDL are indistinguishable from those that
have been raised in a number of other adversary proceedings filed
in the U.S. Bankruptcy Court for the Eastern District of
Virginia, which, subject to the terms of the a Protocol Order,
have been uniformly stayed. Each of the MDL plaintiffs has filed
proofs of claim in the Bankruptcy Court to recover their Exchange
Funds in the Debtors' bankruptcy cases.
John H. Maddock III, Esq., at McGuirewoods LLP, in Richmond,
Virginia, recalls that in early 2009, LES participated in an
expedited litigation of certain Lead Cases, including one or more
cases involving Commingled Exchange Agreements like the ones
involved in the MDL. That litigation culminated in certain
summary judgment rulings from the Bankruptcy Court resolving
some, but not all, of the issues raised in the Lead Cases and the
corresponding stayed adversary proceedings.
Thereafter, Mr. Maddock says, LES, in consultation with the LES
and LFG Creditor Committees and other interested parties, agreed
to submit certain remaining issues raised in the Lead Cases and
the associated adversary proceedings to mediation. The Debtors
expect that the issues raised in the Lead Cases and the
associated adversary proceedings can be resolved through
mediation on a global basis either through settlements submitted
to and approved by the Bankruptcy Court, including the issues of
the purported class plaintiffs in the MDL.
"Were the MDL to proceed, the MDL defendants would likely claim
indemnification rights under the Maryland Corporation Law, as
well as under the LES governing documents, to be reimbursed for
their legal defense costs as well as any liability imposed
against them," Mr. Maddock says. "Were the Debtors called on to
provide indemnification and advance cash for the benefit of the
MDL defendants, it would effectively result in a distribution of
property of the Debtors' estates to the purported Class
plaintiffs outside of the distribution scheme provided under the
Bankruptcy Code."
Moreover, Mr. Maddock adds, in the event the MDL were permitted
to proceed and resulted in a favorable outcome for the MDL
plaintiffs, the recovery obtained could differ materially from
the recovery that other Exchange Agreement claimants obtain
through the bankruptcy cases. "A stay is therefore warranted not
only to protect the Debtors and their estate property, but also
to protect the integrity of the bankruptcy process," he
emphasizes.
LFG is party to an Officers and Directors Insurance Contract
issued by the U.S. Specialty Insurance Company dated October 30,
2008. The LFG D&O Policy provides $10 million of primary
coverage for the benefit of LFG and its subsidiaries as well as
their respective officers and directors for the period Oct. 30,
2008 through Oct. 30, 2009. The MDL defendants have already
retained counsel whose fees they have claimed are reimbursable
under the LFG D&O Policy, according to Mr. Maddock.
Accordingly, LFG and LES ask the Court to enter a preliminary
injunction pursuant to Sections 105(a) and 362(a) of the
Bankruptcy Code, and Section 1334 of the Judiciary and Judicial
Procedure, barring prosecution of the MDL or the commencement of
any action or proceeding of any nature whatsoever by Ms. Arthur,
et al., based on the facts alleged in the MDL.
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: Time to Remove Actions Extended to Jan. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
has extended the time by which Debtors LandAmerica Financial
Group, Inc., LandAmerica 1031 Exchange Services, Inc.,
LandAmerica Title Company, and Southland Title Corporation,
Southland Title of Orange County, Southland Title of San Diego,
and LandAmerica Credit Services may seek removal of the actions
pending in various state courts pursuant to Section 1452 of the
Judiciary and Judicial Procedure and Rules 9006 and 9027 of the
Federal Rules of Bankruptcy Procedure, through and including
January 31, 2010.
The Court's ruling is without prejudice to the Debtors' rights to
seek further extensions.
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)
LATIN AMERICAN ROLLER: Bankr. Ct. Won't Hear Insurance Dispute
--------------------------------------------------------------
WestLaw reports that a cause of action that a Chapter 11 debtor
had brought pursuant to Puerto Rico law to recover from its
liability insurer for failing to properly pay on prepetition
claims allegedly covered by a policy was not one over which the
bankruptcy court could exercise "core" jurisdiction, as being in
the nature of one for turnover of insurance proceeds. The
debtor's right to the proceeds was contested. Moreover, the cause
of action was based on Puerto Rico law and not any provision of
the Bankruptcy Code, and was one that could and would have been
brought in an appropriate nonfederal forum but for the debtor's
Chapter 11 filing. While the debtor attempted to characterize the
proceeding as a "turnover" proceeding, it was like any ordinary,
Marathon-type, prepetition breach of contract action. In re Latin
American Roller Co., --- B.R. ----, 2009 WL 223195, 61 Collier
Bankr. Cas. 2d 545 (Bankr. D. P.R.).
Latin American Roller Co. sought Chapter 11 protection (Bankr. D.
P.R. Case No. 07-06101) on October 18, 2007. A copy of the
debtor's Chapter 11 petition is available at
http://bankrupt.com/misc/prb07-06101.pdfat no charge.
LITTLE TRAVERSE: Moody's Downgrades Default Rating to 'Ca/LD'
-------------------------------------------------------------
Moody's Investors Service lowered Little Traverse Bay Band of
Odawa Indians' probability of default rating to Ca/LD from Ca.
The corporate family rating and the senior unsecured notes rating
were affirmed at Ca.
The Ca/LD probability of default rating recognizes a payment
default, as per Moody's definition of default, under the
$122 million 10.25% senior unsecured notes 2014. LTBB did not
make the scheduled August 17, 2009 $6.3 million interest payment
on its senior unsecured notes before the end of the 30-day grace
period, which was allowed by the notes indenture.
Rating lowered:
-- Probability of default rating to Ca/LD from Ca
Ratings affirmed:
-- Corporate family rating at Ca
-- Senior unsecured notes rating at Ca (LGD 4, 66%)
The last rating action was on August 13, 2009, when Moody's
lowered LTBB's corporate family rating to Ca from Caa2.
LTBB is a federally-recognized Indian tribe with approximately
4,000 enrolled members. LTBB owns and operates Odawa Casino
Resort, based in Petoskey, Michigan, which started its gaming
operations in June 2007, replacing the former Victories Casino.
MEGA MEDIA: 1H 2008 Financials Restated to Adjust Loss to $3.16MM
-----------------------------------------------------------------
Kempisty & Company Certified Public Accountants, P.C., independent
registered public accounting firm of Mega Media Group, informed
the Company and the management, the Audit Committee, and the Board
of Directors of the Company, on September 16, 2009, that the
Company's previously issued financials statements as of and for
six and three months ended July 31, 2008, as included in the
Current Report on Form 10-Q filed with the U.S. Security Exchange
Commission on September 19, 2008, should not be relied upon.
The Company restated its previously reported revenue, operating
expenses and selling, general and administrative expenses due to
the additional information regarding VSE Magazine, Inc, (Company's
wholly-owned subsidiary) and a contract with the ESJA Enterprises,
Inc. The Company also restated its previously reported interest
expense as a result of the incorrect calculations of beneficial
conversion feature interest expense on notes issued for the six
and three months ended July 31, 2008.
The Company will be amending its Quarter Report on Form 10-Q for
period ended July 31, 2008, with the SEC to include restated
financial statements correcting this error. The financial
statements for the period ended July 31, 2008, should no longer be
relied upon.
For the first half of 2008, Mega Media's advertising revenues were
restated to $566,921 from the previously reported $606,547. Total
revenues were increased to $652,705, from the originally reported
$613,079, and operating expenses were restated to $1.541 million
from $1.481 million. Mega Media's net loss for the first half of
2008 was restated to $3.162 million, an improvement from the
previously reported $3.255 million.
The restated consolidated balance sheet is available at:
http://researcharchives.com/t/s?45fe
Mega Media Group, Inc., and its debtor-affiliate, Echo
Broadcasting Group Feller, is based in Brooklyn, New York. They
operate the Rhythmic WNYZ-LP.
Mega Media filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of New York, listing
$180,000 in assets and $3,564,061 in debts.
MERRILL CORPORATION: S&P Downgrades Corp. Credit Rating to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Merrill Corporation to 'SD' (selective default) from
'CCC'. S&P also lowered its issue-level rating on subsidiary
Merrill Communications LLC's first-lien term loan to 'D' from
'CCC'. The recovery rating on this debt remains at '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
in the event of a payment default. These actions follow the
acceptance by first-lien lenders of the company's offer to
repurchase up to $10 million at a discount to par.
At the same time, S&P affirmed its other outstanding ratings on
Merrill Communications LLC's debt.
The ratings action follows Merrill's repurchase of $10 million of
its outstanding first-lien term loan (issued by subsidiary Merrill
Communications LLC) for a total of about $8.1 million in cash.
"The downgrade of the corporate credit rating to 'SD' reflects
S&P's view that the purchase, executed at a price of $809 per
$1,000 of principal, amounts to a material discount to par and,
thus, is tantamount to a default given the distressed financial
condition of the company," explained Standard & Poor's credit
analyst Michael Listner.
In July 2009, prior to the tender offer, S&P lowered its corporate
credit rating on Merrill based on amendments to the company's
credit agreements, which provide for (1) the repurchase of debt
obligations at levels that S&P would consider to be distressed or
(2) the exchange of these obligations for equity. At the time,
S&P indicated that S&P would lower the corporate credit rating to
'SD' and the respective issue-level rating to 'D' upon the
consummation of either of these options.
Based on the modest reduction to consolidated debt balances and
S&P's view that operating conditions could remain difficult for
the remainder of the year, S&P expects to raise the corporate
credit rating on Merrill within the next few days back to 'CCC'.
At the same time, S&P will also be raising the issue-level rating
on the first-lien term loan back to 'CCC'. While S&P expects the
company to continue to repay debt in the coming quarters, S&P
believes that seasonal working capital requirements reduce the
potential for another below-par tender offer in the short term.
Prospects for an improving operating environment in 2010 are also
likely to reduce the incentive for a below-par tender offer over
the intermediate term.
METALDYNE CORP: Closing of Carlyle Purchase Nears After Union Deal
------------------------------------------------------------------
Bankruptcy Judge Martin Glenn approved on September 29 a deal
reached by Carlyle Group's MD Investor with unions of Metaldyne
Corp. With the labor contracts reached with the United Auto
Workers and United Steelworkers, Carlyle Group is closer to
closing its purchase of Metaldyne, Christopher Scinta at Bloomberg
News reports.
Metaldyne's lawyer Ryan Routh, Esq., at Jones Day, said at the
hearing that the sale has U.S. antitrust clearance though the
Company is still waiting on some other regulatory approvals.
The Bankruptcy Court in August approved the sale of substantially
all assets of Metaldyne to Carlyle Group. The price includes
$39.5 million in cash, about $32 million in assumed obligations
and $425 million in secured debt mostly owned by the group backed
by Carlyle and New York-based Solus Alternative Asset Management
LP.
MD Investors Corporation won an August 6 auction for Metaldyne's
assets. The sale would involve Metaldyne's powertrain, balance
shaft module, tubular products, and chassis units.
MD Investors is a new company formed by a coalition of Metaldyne's
existing term lenders led by The Carlyle Group, a private equity
firm, and Solus Alternative Asset Management LP, an
SEC-registered investment advisor.
Under the terms of the parties' asset purchase agreement, MD
Investors will purchase the following assets:
-- All of Metaldyne's Sintered Products, European Forgings and
Vibration Controls Products operations located in Europe,
Asia, Brazil, Mexico, and the United States
-- Plants in Bluffton, Ind.; Litchfield, Mich., and, subject to
Certain conditions, Twinsburg, Ohio
-- Metaldyne's balance shaft module operations, which are
located at Metaldyne's plants in Fremont, Ind., and
Pyeongtaek, Korea
-- Metaldyne's tubular products operations housed at Metaldyne's
Hamburg, Mich., plant, which produces fabricated exhaust
manifolds and other tube-formed products
-- Metaldyne's' chassis operations in Edon, Ohio; Barcelona,
Spain, Iztapalapa, Mexico, and subject to certain conditions,
operations in Greensboro, N.C.
About Metaldyne Corp
Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations. Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts. Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent. A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor. For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion. As of March 29, 2009, utilizing
book values, the company had assets of US$977 million and
liabilities of US$927 million. Judge Glenn approved the sale of
substantially all assets to Carlyle Group earlier this month for
approximately $496.5 million.
MGM MIRAGE: Terminates Exchange Offer for 8.50% Notes Due 2010
--------------------------------------------------------------
MGM MIRAGE has terminated its offer to eligible holders to
exchange a portion of the $782 million in aggregate outstanding
principal amount of the Company's 8.50% Senior Notes due 2010 for
the Company's 10.00% Senior Notes due 2016.
The exchange offer was subject to a minimum condition that no less
than $25 million of New Notes must be issuable for Existing Notes
validly tendered and accepted in the exchange offer. As of the
expiration date at 11:59 p.m., New York City time, on September
30, 2009, there were roughly $9.12 million in aggregate principal
amount of Existing Notes validly tendered and not withdrawn, which
if accepted would have been exchanged for roughly $10.72 million
in aggregate principal amount of New Notes. Because the Minimum
Tender Condition had not been met as of the expiration date, the
Company has elected to terminate the exchange offer pursuant to
the terms and conditions of the exchange offer. The Existing
Notes tendered and not withdrawn in the exchange offer will not be
accepted and will be promptly returned to their respective
holders.
The exchange offer was made only to qualified institutional buyers
and to certain non-U.S. investors located outside the United
States. The exchange offer was made only by, and pursuant to, the
terms set forth in the confidential offering memorandum and the
accompanying letter of transmittal.
About MGM MIRAGE
Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company. It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.
At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.
* * *
As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018. Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating. The
rating outlook is negative.
As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018. The notes were priced at a 97.396%
discount to yield 11.875%. The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes. The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.
MIDWAY GAMES: Wins Nod to Pay Wind-Down Bonuses to 21 Employees
---------------------------------------------------------------
Midway Games Inc. obtained authorization from the Bankruptcy Court
to pay as much as $104,000 in bonuses to 21 workers so they'll
remain on the job until the liquidation is completed. Midway has
sold the assets, leaving $43 million cash and no substantial
secured claims.
Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- with offices
throughout the world, was a leading developer and publisher of
interactive entertainment software for major videogame systems and
personal computers.
The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts. Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel. Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.
On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities. Midway is
disposing of its remaining assets.
At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities. A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1
MTI GLOBAL: Forbearance with Principal Bank Extended to Feb. 26
---------------------------------------------------------------
MTI Global Inc. said Sept. 30 that the forbearance agreement
with its principal Canadian bank has been extended to Friday,
February 26, 2010. This extension is subject to the satisfaction
by the Company of certain conditions and the absence of any
terminating events as set forth in the amended forbearance
agreement.
Combined with the recently announced $7.4 million subordinated
debt financing agreement with Wellington Financial LP, this
extension demonstrates that the Company continues to retain the
support of its lenders.
"Taken together, these new lender arrangements provide us with the
ability to move forward and meet our near-term objectives" said
Bill Neill, MTI President and CEO.
MTI Global Inc. (TSX: MTI) -- http://www.mtiglobalinc.com/--
designs, develops and manufactures custom-engineered products
using silicone and other cellular materials. The Company serves a
variety of specialty markets focused on two main areas: Silicone
and MTI Polyfab comprising Aerospace and Fabricated Products. The
Company designs and fabricates energy management systems from a
variety of flexible, cellular materials. MTI Global also produces
and distributes specialty silicone elastomer products. MTI
Global's primary markets are aerospace and mass transit. Secondary
markets include sporting goods, automotive, industrial,
institutional, electronics, and the medical market through a 51%
interest in MTI Sterne SARL of Cavaillon, France. MTI Global's
head office and Canadian manufacturing operations are located in
Mississauga, Ontario, with international manufacturing operations
located in Bremen, Germany, Milton, Florida and a contract
manufacturer venture in Ensenada, Mexico. The Company also
maintains engineering support centres in Brazil and Toulouse,
France.
MODERN CONTINENTAL: Implements Plan of Liquidation
--------------------------------------------------
Modern Continental Construction Co. implemented its liquidating
Chapter 11 plan on September 28, Bill Rochelle at Bloomberg News
reported.
The Bankruptcy Court confirmed the Plan on September 16. The
Debtor will use the proceeds from liquidation of its assets to pay
creditors in this order:
1. holders of secured claims from the proceeds of their
collateral;
2. holders of priority claims; and
3. holders of general unsecured claims.
Under the Plan, unsecured creditors with as much as $925 million
in claims will split up not more than $3 million; otherwise, the
recovery by unsecured creditors will depend on whether they were
covered by bonds, Bill Rochelle said.
Under the Plan, Craig Jalbert was appointed as liquidating
supervisor to oversee the liquidation.
Modern Continental Construction Co. --
http://www.moderncontinental.com/-- of Cambridge, Massachusetts
was established in 1967 when its founders, Lelio "Les" Marino and
Kenneth Anderson, earned a small contract for the construction of
a sidewalk in the town of Peabody. Since then, the company has
blossomed into a multi-faceted organization which is highly
respected throughout the construction industry, and is ranked
among the top contractors in the country.
The company filed for Chapter protection on June 23, 2008 (Bankr.
D. Mass. Case No. 08-14558). Harold B. Murphy, Esq., at Hanify &
King P.C., represented the Debtor in its restructuring effort.
UHY Advisors N.E. LLC was financial advisor to the Debtor.
Attorneys at Jager Smith P.C. served as counsel to the official
committee of unsecured creditors formed in the case.
When the debtor filed for protection from its creditors, it listed
assets of $100 million to $500 million, and debts of $500 million
to $1 billion.
MODINE MANUFACTURING: GAMCO Discloses 9.23% Equity Stake
--------------------------------------------------------
GAMCO Investors, Inc., disclosed that Gabelli Funds, LLC, GAMCO
Asset Management Inc., and Teton Advisors, Inc., hold in the
aggregate 4,154,805 shares, representing 9.23% of the 44,998,315
shares outstanding of Modine Manufacturing Company.
Modine on September 15, 2009, entered into these agreements:
-- Second Amendment to Credit Agreement amending the Amended
and Restated Credit Agreement, as amended, with JPMorgan
Chase Bank, N.A. (successor by merger to Bank One, NA
(main office Chicago)), a national banking association,
as Swing Line Lender, as LC Issuer and a lender and as
Agent and Bank of America, N.A., M&I Marshall & Ilsley
Bank, Wells Fargo Bank, N.A., Dresdner Bank AG
(Commerzbank AG), U.S. Bank, National Association and
Comerica Bank
See http://ResearchArchives.com/t/s?4540
-- Waiver and Third Amendment to Note Purchase Agreement
(2006) amending the Note Purchase Agreement dated as of
December 7, 2006, as amended, pursuant to which the
Company issued $50,000,000 of 5.68% Senior Notes, Series A
due December 7, 2017 and $25,000,000 of 5.68% Senior
Notes, Series B due December 7, 2017
See http://ResearchArchives.com/t/s?4541
-- Waiver and Third Amendment to Note Purchase Agreement
(2005) amending the Note Purchase Agreement dated as of
September 29, 2005, as amended, pursuant to which the
Company issued $75,000,000 of 4.91% Senior Notes due
September 29, 2015
See http://ResearchArchives.com/t/s?4542
The Company entered into the September 15 Amendments to waive
certain events of default existing under the Credit Agreement, the
2006 Note Purchase Agreement and the 2005 Note Purchase Agreement
and amend other provisions of the Credit Agreement, the 2006 Note
Purchase Agreement and the 2005 Note Purchase Agreement.
The Company entered into the September 18 Amendments to amend
certain provisions of the Credit Agreement, the 2006 Note Purchase
Agreement and the 2005 Note Purchase Agreement in anticipation of
the Company's public offering of common stock, $0.625 par value
per share.
Pursuant to the terms of the September 18 Amendments:
-- Certain financial covenants were modified so the amount of
cash restructuring charges that may be added back to
Consolidated Net Income for covenant purposes will be
increased by $20,000,000, permitted capital expenditures
will be increased by $5,000,000 for the current fiscal
year, and any amount of unused capital expenditure for the
current fiscal year (not to exceed $5,000,000) may be
carried over to the next fiscal year, and the amount of
off balance sheet liabilities for sale leasebacks after
February 17, 2009, and the interest component of such sale
leasebacks that are excluded from total debt and interest
expense for covenant purposes is increased from
$20,000,000 to $30,000,000;
-- The funds in the cash collateral account described in the
provisions of the September 15 Amendments will be
released; and
-- The terms of the documents, other than certain conforming
definitions, become effective automatically on the date of
the closing of the Offering, subject to certain
conditions.
About Modine
Modine Manufacturing Company -- http://www.modine.com/-- with
fiscal 2009 revenues of $1.4 billion, specializes in thermal
management systems and components, bringing heating and cooling
technology and solutions to diversified global markets. Modine
products are used in light, medium and heavy-duty vehicles,
heating, ventilation and air conditioning equipment, off-highway
and industrial equipment, refrigeration systems, and fuel cells.
The Company employs roughly 7,000 people at 32 facilities
worldwide in 15 countries.
MOORE-HANDLEY: House-Hassen Hardware Wins Auction
-------------------------------------------------
House-Hassen Hardware Co. won an auction for Moore-Handley Inc.
with a bid of $14.4 million. House-Hassen, a hardware wholesaler
from Knoxville, Tennessee, beat out the original offer from
Bostwick-Braun Co., Bill Rochelle at Bloomberg News said.
As reported by the TCR on Sept. 4, 2009, Moore-Handley signed an
asset purchase agreement under which Bostwick-Braun would be lead
bidder for an auction for substantially all of its assets.
Moore-Handley, Inc. (Pink Sheets:MHCO) founded in 1882, is a
large, regional hardware and building materials distributor
headquartered in Pelham, Alabama. It is a full service
distributor that provides its customers with competitive programs
from over 1,000 major manufacturers including categories in
plumbing and electrical supplies, power and hand tools, paint and
paint sundries, lawn and garden equipment and building materials.
Moore-Handley also offers its customers a diverse range of
services such as marketing and advertising with support services
including computer generated systems for the control of inventory,
pricing and gross margin, store installation and design services.
Moore-Handley and Hardware House, Inc., its subsidiary, filed for
Chapter 11 on July 17, 2009 (Bankr. N.D. Ala. Case No. 09-04198).
Christopher L. Hawkins, Esq. and Jennifer Anne Harris, Esq., at
Bradley Arant Rose & White, represent the Debtor in its
restructuring effort. In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.
MRS JOHN STRONG: J.P. Kotts Buys Assets Out of Bankruptcy
---------------------------------------------------------
J.P. Kotts & Co., under the name The 1929 Paper Co., has purchased
Mrs. John L. Strong & Co. out of bankruptcy for just under
$1 million through a September 23 auction, Crain's New York
Business reports, citing people familiar with the matter. J.P.
Kotts will keep Mrs. John headquartered in New York, Gifts &
Decorative Accessories relates.
New York-based Mrs. John L. Strong & Co., LLC, is an 80-year-old
provider of cards, letterhead and swanky invitations for everyone
from Park Avenue socialites to British royalty. The Company filed
for Chapter 11 bankruptcy protection on July 31, 2009 (Bankr.
S.D.N.Y. Case No. 09-14820). The Company listed $500 thousand to
$1 million in assets and $500 thousand to $1 million in
liabilities.
MT DORA ESTATES LLC: Case Summary & 13 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Mt. Dora Estates, LLC
46 Park Street
Boothbay Harbor, ME 04538
Bankruptcy Case No.: 09-11333
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Maine (Bangor)
Judge: Chief Judge Louis H. Kornreich
Debtor's Counsel: Edward G. Dardis, Esq.
1 Main Street
P. O. Box 460
Damariscotta, ME 04543
Tel: (207) 563-3112
Fax: (207) 563-3110
Email: govec@hotmail.com
Estimated Assets: $100,001 to $500,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$339,100, and total debts of $4,276,408.
A full-text copy of the Debtor's petition, including a list of its
13 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/meb09-11333.pdf
The petition was signed by Barbara Kelly, sole member of the
Company.
MYO HWAN BARBU: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Myo Hwan Barbu
4015 Selkirk Ct
Cypress, CA 90630
Bankruptcy Case No.: 09-20424
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Erithe A. Smith
Debtor's Counsel: MacKenzie Batzer, Esq.
17702 Mitchell N
Irvine, CA 92614
Tel: (949) 756-9050
Fax: (949) 756-9060
Email: mbatzer@madisonharbor.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
10 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-20424.pdf
The petition was signed by Myo Hwan Barbu.
NATIONAL CENTURY: District Judge Denies Sanctions vs. Stein
-----------------------------------------------------------
Judge Michael H. Watson of the U.S. District Court for the
Southern District of Ohio has denied a request by the Unencumbered
Assets Trust for sanctions against appellant Mitchell J. Stein.
Judge Watson said that the District Court has been informed that
Mr. Stein has filed a petition for relief under the Bankruptcy
Code in the Southern District of Florida. Judge Watson explained
that the automatic stay under Section 362(a) of the Bankruptcy
Code presumably bars any action on the UAT's request for
sanctions. Hence, the Court denied UAT's request for sanctions
without prejudice to renewal after the automatic stay is lifted.
Pursuant to Judge Watson's January 20, 2009 opinion and order and
Rule 16 of the Federal Rules of Civil Procedure, the UAT
previously asked the Court to sanction Mr. Stein for failing to
appear for the mediation set in late 2008. The January 20 Order
affirmed the judgment of the U.S. Bankruptcy Court for the
Southern District of Ohio granting the UAT's request to enforce a
settlement agreement.
The UAT had also asked the Court to award its fees and costs.
About National Century
Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets. To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.
NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235). The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at
Jones Day, represented the Debtors.
Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)
NATIONAL CENTURY: Hampton-Stein Has Amended Suit vs. UAT, Firms
---------------------------------------------------------------
Tracey Hampton-Stein filed an amended complaint in her adversary
proceeding against the Unencumbered Assets Trust and Erwin I. Katz
Ltd., among other parties.
In the Amended Complaint, defendants UAT, Katz Ltd. and Mr. Katz,
as well as certain unnamed parties, are dropped, while five more
defendants are added:
* Alvarez & Marsal;
* Kozyak Tropin & Throckmorton, P.A.;
* Dewey & Leboeuf, LLP;
* Charles Throckmorton; and
* Lisa Hill Fenning.
Ms. Hampton-Stein also adds seven more plaintiffs, among other
amendments. The additional Plaintiffs were (i) parties to a 2002
settlement agreement that was made the basis of her suit at the
insistence of National Century Financial Enterprises, Inc., and
(ii) not listed on any service list in the bankruptcy cases
although their addresses were readily available. Jones Day has
asserted that the exclusion of the Plaintiffs from the service
list was "an oversight involving one person."
The additional plaintiffs are:
* Robany, Inc.;
* Trammel Investors, LLC;
* Sabra Inc.;
* Trayton Securities, LLC;
* World Trust Investments, Inc.;
* Sabra International General Partnership; and
* International R.C. Securities, General Partnership.
The Plaintiffs will name neither the UAT nor Mr. Katz until, if
ever, he states under oath that he ratified the conduct of
Defendants Jones Day Reavis & Pogue and Alvarez in not including
the Plaintiffs on the service list of the Debtors' plan of
reorganization, Jacob Arthur Armpriester, Jr., Esq., at
Armpriester Law Offices, in Dearfield Beach, Florida, tells the
U.S. Bankruptcy Court for the Southern District of Ohio.
"On its face, it appears that this fraud of Jones Day and Alvarez
is a fraud that was inherited by the UAT and Mr. Katz, as well as
the Ohio Bankruptcy Court," Mr. Armpriester asserts. "The fraud
has only now come to light because of breaches of the 2002
Settlement Agreement and Kairis' scheme that contends that said
Agreement was rejected in 2004," he notes. He adds that if
evidence obtained through discovery provides to the contrary,
leave of Court will be sought to amend the Adversary Proceeding to
add Mr. Katz and any other party determined to have knowledge of
the complained of actions.
The Plaintiffs, therefore, demand trial by jury on all matters and
judgment:
-- on malicious prosecution, for damages against Jones Day,
Alvarez and Matthew Kairis in the principal amount of
$5,000,000 plus interest and costs;
-- on breach of contract, for damages against Alvarez, Kairis
and Jones Day in the principal amount of $100,000,000 plus
interest and costs;
-- on invasion of privacy, for damages against Kairis and
Jones Day in the principal amount of $1,000,000 plus
interest and costs;
-- on intentional infliction of emotional distress, for
damages against all Defendants in the principal amount of
$1,000,000 plus interest and costs;
-- on slander of title, for damages against all Defendants in
the principal amount to be proven at trial, plus interest,
costs and attorney fees consistent with Glusman v
Lieberman, 285 So.2d 29, 31 (Fla. 4th DCA 1973);
-- on tortious interference with business relationship, for
damages against all Defendants in the principal amount of
$2,000,000 plus interest and costs;
-- on extrinsic fraud, for damages against all Defendants in
the principal amount to be proven at trial, plus interest
and costs;
-- on violation of Florida Deceptive and Unfair Trade
Practices Act, for damages against all Defendants in an
amount to be proven at trial plus interest and costs; and
-- on all counts, for other damages as may be available to the
Plaintiffs as deemed and allowed by law, including
reasonable attorney's fees.
Plaintiffs Seek to Move Action
The Plaintiffs ask the Bankruptcy Court to transfer venue of the
adversary proceeding to the Circuit Court for the Fifteenth
Judicial Circuit in and for Palm Beach County, Florida.
The sole act of keeping the matter before the Bankruptcy Court and
not the Circuit Court is the bankruptcy estate coming into the
Bankruptcy Court and accepting responsibility for the due process
violations and extrinsic fraud on the Plaintiffs-creditors in
2004, Mr. Armpriester contends. Were that to happen, he points
out, the Plaintiffs would seek leave to amend the complaint
accordingly to add the UAT and Mr. Katz as Defendants.
Absent the acknowledgement of the UAT or Mr. Katz, the Plaintiffs
are entitled to have this matter heard before a jury trial in a
courtroom of their choosing, Mr. Armpriester argues. He insists
that the Defendants' conduct is extrinsic fraud and the matter
belongs in and should be litigated in Plaintiffs' chosen forum --
Florida.
The Bankruptcy Court has the inherent power to deal with fraud and
to transfer the adversary case to Florida, Mr. Armpriester
contends. He points out that the Estate and the UAT are not
Defendants, hence, there is no risk to the Estate.
Defendants Oppose Transfer of Venue
Defendants Jones Day, Matthew A. Kairis, Kozyak Tropin &
Throckmorton, P.A., and Charles W. Throckmorton jointly argue that
the Plaintiffs fail to:
-- cite any authority that would allow the Bankruptcy Court to
"transfer venue" to a state court in Florida;
-- cite any of the federal venue provisions, which plainly do
not permit the request to "transfer";
-- recognize that federal jurisdiction exists; and
-- explain why the Bankruptcy Court should overrule the prior
venue decision of the United States District Court for the
Southern District of Florida, which already transferred the
matter here in the Bankruptcy Court.
Shawn J. Organ, Esq., at Jones Day, in Columbus, Ohio, contends
that each of those multiple deficiencies is fatal to the
Plaintiffs' transfer request as, contrary to the Plaintiffs'
unsupported assertion, federal courts have no inherent power to
transfer a lawsuit to another court, citing United States v. Nat'l
City Lines, 337 U.S. 78, 79-80 (1949).
"Plaintiffs' Motion is nothing more than a thinly veiled attempt
to have this Court reconsider the order of the Florida District
Court," Mr. Organ alleges. He notes that the Florida District
Court found that there is federal jurisdiction, denied remand to a
state court, and transferred this case here. Hence, he asserts,
the Florida District Court already rejected the Plaintiffs'
argument that the matter should be heard in a Florida state court.
The Bankruptcy Court is in the best position to resolve the
claims, hence, the venue is proper here, Mr. Organ asserts. He
adds that, among other things, the transfer request provides no
factual or legal basis for reconsidering or overturning that
decision, and instead, they largely rehash the same tired
arguments that they pressed in the Florida District Court.
Defendants Lisa Hill Fenning and Alvarez & Marsal separately join
in and adopt the arguments and authorities set forth in the
opposition.
Plaintiffs' Motion to Dismiss
The Plaintiffs ask the Court to dismiss "the within action without
prejudice."
"Consultation with opposing counsel has occurred or was attempted
in good faith, and the Motion is opposed," David M. Martin, Esq.,
at David M. Martin Co., L.P.A., in Springfield, Ohio, tells the
Court.
Defendants Respond
Defendants Jones Day, Matthew A. Kairis, Kozyak Tropin &
Throckmorton, P.A., Charles W. Throckmorton, Lisa Hill Fenning,
and Alvarez and Marsal jointly file a response to the Plaintiffs'
Motion to Dismiss.
"Contrary to Plaintiffs' statement in their Motion to Dismiss, the
undersigned Defendants do not oppose Plaintiffs dismissing this
lawsuit, as our position since the beginning has been that it was
factually baseless, legally deficient, and should have never been
filed," Shawn J. Organ, Esq., at Jones Day, in Columbus, Ohio,
tells the Court. "Rather, the undersigned Defendants opposed a
dismissal without prejudice, as that could force Defendants and
this Court to travel this same misguided, wasteful path in the
future," he explains.
Based on the Motion to Dismiss, which should have more
appropriately been a notice, the Plaintiffs' claims have now been
dismissed, pursuant to Rule 41(a)(1)(A)(i) of the Federal Rules of
Civil Procedure, as a matter of law without further action by the
Court, Mr. Organ says citing Sanchez v. Vaughn Corp., 282 F. Supp.
505, 506 (D. Mass. 1968).
Accordingly, Mr. Organ tells the Court that the Defendants do not
intend to file their own request to dismiss, which he was just
about ready to file, with a due date of September 30, 2009. He
notes that the Defendants' position regarding the Plaintiffs'
Motion to Dismiss the adversary proceeding does not affect the
adversary proceeding and the claims pending against Tracey
Hampton-Stein related to her repeated violations of the Barton
doctrine, pending in a separate matter.
About National Century
Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets. To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.
NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235). The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at
Jones Day, represented the Debtors.
Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)
NATIONAL CENTURY: Last NCFE Defendant Gets 3 Years Probation
------------------------------------------------------------
Brian J. Stucke, a former employee of National Century Financial
Enterprises, Inc., was sentenced to three years of probation by
U.S. District Court Judge John D. Holschuh, The Columbus Dispatch
reported. The sentence includes one year of home confinement and
500 hours of community service.
To recall, Mr. Stucke, who pleaded guilty in December 2003 to one
count of conspiracy to commit fraud, was the director of the
Compliance Department at National Century. Mr. Stucke reported to
Sherry Gibson, and prepared fraudulent funding reports which were
disseminated to certain rating agencies, including Moody's
Investor Services, Inc.
John Futty of the Columbus Dispatch reported that the prosecution
has originally recommended a 30-month sentence for Mr. Stucke.
However, defense attorney Curtis Gantz, Esq., wrote that "a
sentence of probation is appropriate based on Mr. Stucke's
substantial assistance to the government for the past five years,
his limited involvement in the conspiracy and his voluntary
withdrawal from the conspiracy in 2000 -- two years before the
conspiracy ended."
About National Century
Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets. To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.
NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235). The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at
Jones Day, represented the Debtors.
Bankruptcy Creditors' Service, Inc., publishes National Century
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by National Century Financial Enterprises Inc..
(http://bankrupt.com/newsstand/or 215/945-7000)
NCI BUILDING: S&P Assigns 'B+' Rating on $150 Mil. Loan
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to NCI
Building Systems Inc.'s (CC/Negative/--) proposed amended and
restated $150 million five-year bank term loan based on
preliminary terms and conditions. The amendment will reduce the
original $400 million term loan (current balance $293 million) to
$150 million. The loan will be secured by a first lien on the
Houston-based metal components producer's plant, property, and
equipment and by a second lien on its accounts receivable and
inventory (after a first lien pledged to secure a proposed
$125 million asset-based revolving credit facility). The loan
will also be contingent on successful completion of the pending
exchange offer on NCI's $180 million in convertible notes as well
as Clayton, Dublier & Rice's investment of $250 million in
preferred equity. S&P assigned a recovery rating of '3',
indicating S&P's expectation for meaningful (50%-70%) recovery for
lenders in the event of a payment default.
The 'B+' rating on the term loan is the same as the corporate
credit rating that S&P anticipates assigning upon completion of
NCI's recently announced recapitalization plan. In addition to
amending the existing term loan and entering into a new asset-
based loan credit facility, a fund managed by Clayton, Dublier &
Rice will invest $250 million in the company in the form of
preferred equity. NCI will use the proceeds to reduce debt and to
fund the exchange in which convertible noteholders are being
offered $500 in cash and 390 shares of NCI common stock for each
$1,000 of convertible notes.
The current corporate credit rating on NCI is 'CC', with a
negative outlook. The 'CC' rating on NCI reflects S&P's view that
the exchange of the notes for cash and new equity equates to a
value close to par based on current stock prices. However, the
company disclosed in its public filings that should less than 100%
of lenders and 95% of noteholders consent to the loan amendment
and note exchange, respectively, it contemplates effecting this
plan on the same terms via a prepackaged Chapter 11 bankruptcy as
long as more than one-half of the number of lenders and
noteholders representing two-thirds of the principal amount have
already indicated their consent. As a result, S&P views the
exchange as tantamount to a restructuring and default, since
failure to complete the exchange on stated terms will likely
result in a bankruptcy filing.
Upon completion of the proposed exchange S&P will lower the
corporate credit rating to 'SD' (selective default). As soon as
is possible thereafter, S&P will reassess the corporate credit
rating. It is S&P's preliminary expectation that, in the event
the exchange succeeds and the recapitalization plan is completed
without any bankruptcy proceedings, S&P would assign a 'B+'
corporate credit rating. The outlook is anticipated to be stable.
The anticipated rating and outlook recognizes that the company's
capital structure after it completes the exchange would
substantially reduce NCI's debt, extend debt maturities for five
years, and result in credit measures that are acceptable for the
higher rating, with adjusted debt to EBITDA of approximately 4x
and EBITDA to interest of approximately 3.7x.
The anticipated rating also acknowledges that available liquidity
under the ABL facility (which S&P does not expect to be drawn at
closing) and expected cash balances, combined with management's
continued cost control measures, would allow the company somewhat
greater capacity to weather the current downturn over at least the
next several quarters. However, should the company file a
prepackaged Chapter 11 bankruptcy reorganization, S&P would lower
all ratings to 'D'.
Ratings List
NCI Building Systems Inc.
Corporate Credit Rating CC/Negative/--
Ratings Assigned
NCI Building Systems Inc.
Amended & Restated $150 Mil. 5-Year Bank Term Loan B+
Recovery Rating 3
NEWPAGE CORP: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Miamisburg, Ohio-based NewPage Corp. to 'SD' (selective
default) from 'CC'. S&P lowered its issue-level ratings on the
company's second-lien floating- and fixed-rate notes due 2012 to
'D' from 'C'. The recovery rating on these notes is unchanged at
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery in the event of a payment default.
"These rating actions follow S&P's understanding that NP Investor
LLC has settled its below-par tender offer for a portion of
NewPage's second-lien debt, which S&P views as being tantamount to
default given NewPage's vulnerable business risk and highly
leveraged financial risk profile," said Standard & Poor's credit
analyst Andy Sookram. NPI is an affiliate of NewPage's
controlling shareholder, Cerberus Capital Management L.P. S&P
view NPI in the same light as NewPage itself acquiring the notes,
given the shareholder's majority ownership of NewPage.
S&P expects to raise the corporate credit rating on NewPage to
'CCC+' and assigned a negative outlook later this week. The new
rating and outlook reflects S&P's view that NewPage will continue
to face substantial challenges because of its very heavy debt
burden, and that weak market conditions will continue through
2010, resulting in weak cash flow levels and credit metrics.
NEWPAGE CORP: S&P Corrects Press Release; Puts 'CCC+' Rating
------------------------------------------------------------
In Standard & Poor's Ratings Services' media release on NewPage
Corp. published on Sept. 17, 2009, the rating list incorrectly
described the company's proposed notes. The proposed notes are
senior secured. A corrected version follows.
S&P assigned its 'CCC+' rating to Miamisburg, Ohio-based coated
paper producer NewPage Corp.'s (CC/Negative/--) proposed
$1.7 billion first-lien senior secured notes due 2014 based on
preliminary terms and conditions. The new notes will be issued
through a private placement under Rule 144A, with registration
rights. S&P assigned a recovery rating of '3', indicating S&P's
expectation for meaningful (albeit at the low end of the 50% to
70% range) recovery in the event of a payment default. The 'CCC+'
rating on the proposed notes is the same as the corporate credit
rating that S&P would anticipate assigning upon completion of the
recently announced second-lien notes tender offer by NP Investor
LLC, an affiliate of NewPage's controlling shareholder (Cerberus
Capital Management L.P.). The corporate credit rating on NewPage
is 'CC', pending completion of the tender offer.
NewPage will use approximately $1.6 billion of the proceeds to
repay outstanding borrowings under its term loan B credit
facility, at which time S&P would withdraw the ratings on the term
loan.
At the same time, Standard & Poor's also revised the recovery
rating on NewPage's second-lien notes to '6', indicating
expectations of negligible (0% to 10%) recovery in the event of a
payment default, from '5'. The revised recovery rating reflects
S&P's expectations for reduced prospects for the second-lien
noteholders in the event of a default. The issue-level rating
remains unchanged at 'C', pending completion of the tender offer
for these notes.
The 'CC' rating on NewPage reflects S&P's view that the tender
offer is a distressed exchange and tantamount to default given
NewPage's vulnerable business risk and highly leveraged financial
risk profile. NewPage credit metrics have been weak due to a
combination of challenging economic conditions in the U.S. economy
that have hurt demand for coated paper, and its high debt burden.
Upon completion of the tender offer, S&P will lower the corporate
credit rating to 'SD' and the issue-level rating on the second-
lien notes to 'D'. As soon as possible thereafter, S&P
anticipates raising the corporate credit rating to 'CCC+'. The
amendment to the credit facilities dated Sept. 11, 2009, and the
planned repayment of the bank term loan facility with proceeds
from the new notes should ease liquidity pressures for the next
few quarters through the elimination of certain financial
covenants. However, S&P believes that NewPage will continue to
face substantial financial challenges because of its very heavy
debt burden, and that weak market conditions will continue through
2010, resulting in weak cash flow levels and credit metrics.
Ratings List
NewPage Corp.
Corporate Credit Rating CC/Negative/--
New Rating
NewPage Corp.
$1.7 Bil. First-Lien Sr Sec Nts Due 2014 CCC+
Recovery Rating 3
Rating Revised
NewPage Corp.
To From
-- ----
Senior Secured C C
Recovery Rating 6 5
NOWAUTO GROUP: Auditor Departures Prompt Annual Report Delay
------------------------------------------------------------
NowAuto Group, Inc., has failed to file its annual report on Form
10-K for the period ended June 30, 2009, by the deadline. NowAuto
Group explained in a regulatory filing that changing audit firms
twice in as many months has created significant delays in
completion of the June 30, 2009 audit.
On August 7, 2009, Board of Directors of NowAuto Group dismissed
Moore & Associates Chartered as its independent registered public
account firm. On the same date, the accounting firm of Seale and
Beers, CPAs, was engaged as NowAuto Group's new independent
registered public account firm.
Moore & Associates was dismissed in anticipation of sanctions
taken by the Public Company Accounting Oversight Board of Moore &
Associates. Subsequently, 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.
On September 18, the Company engaged Semple, Marchal & Cooper, LLP
as its independent auditor.
NowAuto Group said discussions about the reliability of the
Company's June 30, 2008 report began in July. Moore & Associates,
Chartered was sanctioned on August 27. Therefore, the audit for
this period is no longer valid and is currently being redone.
Goodwill has been reviewed again and an impairment is expected.
Also, the Company plans to increase the Allowance for Doubtful
Accounts. This will have the effect of reducing total assets and
earnings for the period and retained earnings in all subsequent
periods. NowAuto Group said the matters have been discussed with
Seale and Beers, as well as the subsequent auditor, Semple
Marchal.
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.
NV BROADCASTING: Exits Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Radio Business Report says that New Vision Television has emerged
from Chapter 11 bankruptcy protection, debt free. According to
RBR, the former creditors now own New Vision's equity. RBR
relates that New Vision said it was able to maintain all jobs and
benefits for its workers, continue providing advertisers with
customer service, and continue to invest in best-in-class local
news coverage and other programming for viewers.
NV Broadcasting, LLC, is a wholly owned subsidiary of NV
Television, LLC, which in turn is wholly owned by NV Media, LLC,
whose parent is New Vision Television, LLC, who is not a debtor in
these cases.
PBC Television Holdings is a privately-held limited liability
company that owns 100% of PBC Broadcasting, LLC. Todd Parkin owns
100% of the issued and outstanding limited liability company units
of PBC Television Holdings.
The NV Debtors own and operate 11 television stations that are
affiliated with major networks, together with several satellite
stations and additional low power television stations that
retransmit the signals of the affiliated television stations, and
through joint sales or share services agreements, provide sales,
operational, and other services to two major network affiliated
stations owned by the PBC Debtors. The NV and PBC stations are
located in nine diverse markets across the southern, midwestern
and nortwestern United States.
The NV Debtors and the PBC Debtors filed separate petitions for
Chapter 11 relief on July 13, 2009 (Bankr. D. Del. Lead Case No.
09-12473). In its petition, NV Broadcasting, LLC, listed between
$10 million and $50 million in assets, and between $100 million
and $500 million in liabilities.
Locke Lord Bissell & Liddell LLP is the counsel for the NV
Debtors. Polsinelli Shughart PC is the Delaware counsel. The PBC
Debtors selected Womble Carlyle Sandridge & Rice, PLLC, as their
counsel. Moelis & Company is the proposed financial advisor and
investment banker to the Debtors. BMC Group Inc. is the Debtors'
claims, noticing and balloting agent.
ORIGINAL BAREFOOT: Dumping Trash on VP's Lawn Not a Stay Violation
------------------------------------------------------------------
WestLaw reports that although highly offensive and improper, the
conduct of the owner of a creditor that was the Chapter 7 debtor's
commercial trash hauler in dumping the debtor's roll-off container
of trash on the driveway and yard of the debtor's vice-president
was not an act to collect a prepetition debt in violation of the
automatic stay. The owner did not appear to have acted to
frighten the vice-president or for any purpose other than to make
the trash her responsibility. Moreover, the owner simply dumped
the trash and drove away, without any communications respecting
the money owed to the creditor, such that the owner's actions did
not appear to be calculated to pressure either the debtor or the
vice-president into paying the creditor's bill. In re Original
Barefoot Floors of America, Inc., --- B.R. ----, 2008 WL 5786920
(Bankr. E.D. Va.).
ORLEANS HOMEBUILDERS: Bank Lender Talks Cue Delay of Annual Report
------------------------------------------------------------------
Orleans Homebuilders, Inc., said its senior management is
presently actively working with its bank lenders to obtain an
extension of the December 20, 2009 maturity of its Second Amended
and Restated Revolving Credit Loan Agreement, and certain longer-
term modifications to borrowing base availability and other
covenants prior to approximately October 31, 2009. Given senior
management's focus on that process as well as constraints on other
available personnel and resources, the Company was not able to
complete its financial statements within the proscribed time.
Further, the ultimate resolution of the Company's negotiations
with it lending group with respect to the terms and conditions of
the maturity extension and other modifications, or of an
alternative financing arrangement or an amendment to and extension
of it Credit Facility, could materially impact the Company's
financial statements, further impacting the Company's ability to
prepare its financial statements within the proscribed time.
The Company continues to work constructively with its lenders to
obtain such a credit facility maturity extension and other
modifications, and it currently remains hopeful a credit facility
maturity extension and other modifications can be obtained.
However, the Company can offer no assurance that it will be able
to obtain such a credit facility maturity extension or other
modifications at all or on acceptable terms, or obtain alternative
financing in the event it does not obtain such a Credit Facility
maturity extension and other necessary modifications.
In the interim period prior to completion of the Annual Report on
Form 10-K for period ended June 30, 2009, the Company intends to
issue within the next several business days certain limited
information with respect to the fourth fiscal quarter and full
fiscal year revenue, orders, backlog, debt and liquidity levels.
The Company believes that without a Credit Facility maturity
extension and other necessary modifications, or securing
alternative financing in the event it does not obtain such a
Credit Facility maturity extension and other necessary
modifications, the Company's external auditors will issue a
unqualified opinion with an explanatory paragraph on the Company's
financial statements as there would be substantial doubt about the
Company's ability to continue as a going concern.
The Company noted that, as a result of its assessment of inventory
in accordance with Statement of Financial Accounting Standards No.
144, "Accounting for Impairment or Disposal of Long-Live Assets,"
it has concluded that an impairment of its inventory exists. At
this time, the Company has not determined the amount of impairment
charge, but believes its fourth quarter of fiscal 2009 results,
including its fourth quarter of fiscal 2009 basic and diluted
loss per share from continuing operations will be impacted by a
material amount of non-cash pre-tax inventory impairment charges.
The fourth quarter of fiscal 2008 results included inventory
impairment charges of approximately $20 million.
On August 3, 2009, the Company completed a private debt exchange
offering, and related bank lender consent, for exchange of 100% of
its $75 million aggregate principal amount of unsecured junior
subordinated trust preferred securities issued by an affiliate of
the Company on November 23, 2005 for newly issued unsecured junior
subordinated notes issued by OHI Financing, Inc., a wholly owned
subsidiary of the Company. The Company has not yet determined the
proper valuation for the accounting treatment of this transaction,
including the discounted redemption feature of the newly issued
unsecured junior notes. Further, as the attention of the
Company's senior management has been focused on matters relating
to its Credit Facility, the Company has not yet been able to
adequately review the inventory impairment charges to be recorded.
The resolution of the Company's discussions with its lenders may
also have an impact on the recorded impairment charges. For these
reasons, the Company is not able to give a reasonable estimate of
the impairment charges or loss per share for the Company's fourth
fiscal quarter at this time.
About Orleans Homebuilders
Based in Bensalem, Pennsylvania, Orleans Homebuilders, Inc. (AMEX:
OHB) -- http://www.orleanshomes.com/-- develops, builds and
markets high-quality single-family homes, townhouses and
condominiums. The Company serves a broad customer base including
first-time, move-up, luxury, empty nester and active adult
homebuyers. The Company currently operates in 11 distinct
markets: Southeastern Pennsylvania; Central and Southern New
Jersey; Orange County, New York; Charlotte, Raleigh and
Greensboro, North Carolina; Richmond and Tidewater, Virginia;
Chicago, Illinois; and Orlando, Florida. The Company's Charlotte,
North Carolina operations also include adjacent counties in South
Carolina.
OZARK RESTAURANT: Case Summary & 26 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ozark Restaurant Group, Inc.
600 Brighton Drive
Ozark, MO 65721
Bankruptcy Case No.: 09-62263
Debtor-affiliate filing separate Chapter 11 petition:
Entity Case No.
------ --------
Rolf Enterprises, LLC 09-62264
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Western District of Missouri (Springfield)
Debtor's Counsel: Laurence M. Frazen, Esq.
Bryan Cave LLP
1200 Main St, Suite 3500
Kansas City, MO 64105
Tel: (816) 855-3903
Fax: (816) 374-3300
Email: lmfrazen@bryancave.com
Purvi M. Shah, Esq.
Bryan Cave
1200 Main St., Suite 3500
Kansas City, MO 64105
Tel: (816) 374-3348
Fax: (816) 374-3300
Email: purvi.shah@bryancave.com
Tammee E. McVey, Esq.
Bryan Cave LLP
One Kansas City Place
1200 Main Street, Suite 3500
Kansas City, MO 64105-2100
Tel: (816) 374-3220
Fax: (816) 374-3300
Email: temcvey@bryancave.com
Estimated Assets: $100,001 to $500,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 26 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mowb09-62263.pdf
The petition was signed by Kevin G. Rolf, manager of the Company.
PACIFIC LUMBER: Effectiveness of Plan Doesn't Bar Appellate Review
------------------------------------------------------------------
Chief Judge Edith H. Jones, writing for the 5th Circuit Court of
Appeals in New Orleans, entered an opinion affirming a ruling by
the Bankruptcy Court in July 2008 that confirmed the Chapter 11
plan for Scotia Pacific Co. and its affiliate Pacific Lumber Co.
Proposed by by Mendocino Redwood Company, LLC and Marathon
Structured Finance Fund L.P., Palco's secured lender and rejected
a plan by noteholders.
Judge Jones only remanded minor issues back to the Bankruptcy
Court. She concluded that the bankruptcy judge may have made an
$11.1 million mathematical mistake in calculating the value of
part of the noteholders' collateral.
"[W]e reject the Noteholders' complaints against the plan's payout
of cash in full for their allowed secured claim, but we remand the
administrative priority claim. We also reverse in part the broad
non-debtor releases," Judge Jones wrote.
Bill Rochelle at Bloomberg News noted that while the approved plan
wasn't overturned, Judge Jones penned an "important opinion, with
its warning that implementing a reorganization plan doesn't exempt
it from appellate review.
Judge Jones held, "We hold that equitable mootness does not bar
review of issues raised on appeal concerning the treatment of the
Noteholders' secured claims; nor does it bar re-evaluation of
whether their administrative priority claim was correctly
calculated; nor does it bar review of the plan's release clauses
insulating multiple parties from liability. Equitable mootness
does foreclose our review of issues related to the treatment of
impaired and unsecured classes."
Judge Jones said the implementation of the plan last year didn't
preclude appellate review of the plan's treatment of noteholders
with $800 million in claims secured by Scotia's 210,000 acres of
California redwood timberland. Judge Jones held that paying the
noteholders $513 million cash in full satisfaction of their claims
was proper because with the exception of collateral that may have
been left out of the valuation, the court's result is not "clearly
wrong" in deciding that the timberland was worth only
$513 million.
Judge Jones also ruled that the plan could be "crammed down" on
the noteholders even though they voted against it. Because the
plan paid the noteholders all their collateral was worth, cramdown
was proper, Judge Jones said.
"We conclude that the MRC/Marathon plan, insofar as it paid the
Noteholders the allowed amount of their secured claim, did not
violate the absolute priority rule, was fair and equitable,
satisfies 11 U.S.C. Sec. 1129(b)(2)(A )(iii), and yielded a fair
value of the Noteholders' secured claim."
A copy of Judge Jones' decision is available for free at:
http://researcharchives.com/t/s?460b
Mathematical Error
According to Judge Jones, it is not certain, however, whether the
court accounted for the $11.1 million account receivable when it
valued the Noteholders' post-petition collateral. The ultimate
$513.6 million valuation reflects the Noteholders' security
interest in the Timberlands and cash and cash equivalents as of
the petition date. Contrary to the assertion of MRC/Marathon, the
exhibit the court used to arrive at the value of Scopac's cash on
hand on the petition date itemizes the $11.1 million in net
accounts receivable Scopac had in May 2008 and segregates that
amount from the court's starting point of $48.7 million. How much
of the $11.1 million receivable consists of unpaid log deliveries
is unstated, but a note to this exhibit indicates that accounts
receivable are no longer being collected from Palco. The court may
have made a mathematical error and deprived the Noteholders of
this post-petition administrative priority claim.
"Therefore, we remand for a determination of the value of this
administrative priority claim and the extent to which effective
relief is available," Judge Jones wrote.
5th Cir. Appeal of Confirmation Order
On July 8, 2008, the Bankruptcy Court confirmed the Chapter 11
plan proposed by Mendocino Redwood Company, LLC and Marathon
Structured Finance Fund L.P., Palco's secured lender and denied
confirmation of a plan proposed by the indenture trustee of over
$700 million in timber collateralized notes due 2028. The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee, and
other parties appealed the Confirmation Order to the Fifth Circuit
Court of Appeals and requested the Fifth Circuit to stay the
Confirmation Order pending appeal.
Following the Fifth Circuit's denial of the request for a stay of
the Confirmation Order, the MRC/Marathon Plan closed on July 30,
2008 and the Debtors emerged from bankruptcy.
The Marathon/Mendocino Plan transferred the PALCO and Scopac
assets, on the plan effective date, to Marathon and Mendocino in
exchange for certain amounts, including the provision of more than
$500 million to the timber noteholders.
BoNY's plan contemplated PALCO and Scopac's continuation as a
going concern until its sale on the Plan effective date, with a
possible credit bid from noteholders. The bankruptcy judge held
that the BoNY plan is not viable and feasible and fails to
facilitate Scopac's reorganization but effects a foreclosure of
the timberlands.
About Pacific Lumber
Based in Oakland, California, The Pacific Lumber Company and its
subsidiaries operated in several principal areas of the forest
products industry, including the growing and harvesting of redwood
and Douglas-fir timber, the milling of logs into lumber and the
manufacture of lumber into a variety of finished products.
Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.
Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.
Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032). Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel. Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel. Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel. Kyung S. Lee, Esq., at Diamond McCarthy
LLP, is Scotia Pacific's co-counsel, replacing Porter & Hedges
LLP. John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.
When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.
The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007. Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.
On July 8, 2008, the Court confirmed the Modified First Amended
Joint Plan of Reorganization With Technical Modifications for the
Debtors proposed by Marathon Structured Finance Fund L.P.,
Mendocino Redwood Company, LLC, and the Official Committee of
Unsecured Creditors.
The Debtors emerged from bankruptcy protection on July 30, 2008.
The Reorganized Entities have been renamed as Humboldt Redwood
Co., under the management of Mendocino Redwood.
PGLD LEASING: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: PGLD Leasing, LLC
15604 County Line Road
Spring Hill, FL 34610
Bankruptcy Case No.: 09-22197
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Michael G. Williamson
Debtor's Counsel: Thomas C. Little, Esq.
Thomas C. Little, PA
2123 N.E. Coachman Road, Suite A
Clearwater, FL 33765
Tel: (727) 443-5773
Email: janet@thomasclittle.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
$1,803,116, and total debts of $2,492,720.
A full-text copy of the Debtor's petition, including a list of its
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/flmb09-22197.pdf
The petition was signed by Paul Kaufmann, president of the
Company.
PHILADELPHIA NEWSPAPERS: Union, Erving Objects Chapter 11 Plan
--------------------------------------------------------------
The United Independent Union - Newspaper Guild of Greater
Philadelphia Pension Plan and unsecured creditor Turquoise Erving
object to the disclosure statement with respect to the joint
Chapter 11 plan of reorganization filed by Philadelphia Newspapers
LLC and its debtor-affiliates in the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania on Aug. 20, 2009, arguing that
the plan is inadequate pursuant to Section 1125 of the Bankruptcy
Code.
The Philadelphia Pension Plan and Mr. Erving protest the Debtors'
disclosure statement because:
-- it failed to provide information as to whether the
collective bargaining agreement with Newspaper Guild of
Greater Philadelphia, Local 10 or the fifteen other
collective bargaining agreements with Debtors will be
assumed or rejected;
-- the referenced Asset Purchase Agreement does not state the
Debtors' intentions as to the 16 collective bargaining
agreements;
-- does not disclose how the Debtors intend to comply with
Section 1113 of the Bankruptcy Code; and
-- fails to disclose how the Debtors intend to comply with the
requirements of Section 365(b) of the Bankruptcy Code in the
event that Debtors assume and assign the executory contracts
to purchaser.
Neal Goldstein, Esq., Freedman and Lorry P.C., represents the
Philadelphia Pension Plan.
According to the Troubled Company Reporter on Aug. 21, 2009, the
Plan provides for the sale of substantially all of the Debtors'
assets to the Debtors, absent higher and better bids at an
auction.
On August 20, the Debtors executed that an Asset Purchase
Agreement with Philly Papers. Under the deal, Philly Papers will
pay to the Debtors' estates a cash purchase price of $30,000,0000,
plus an additional cash payment in an amount equal to the Debtors'
existing deposits with their insurance carriers and credit card
processors, less the amount of accrued and unpaid administrative
and priority claims against the Debtors' estates as of the closing
of the Plan Sale and less the sum of $750,000, which will be used
to fund a liquidating trust for the benefit of the Debtors'
general unsecured trade creditors. The Debtors anticipate that
the Stalking Horse Agreement will yield gross proceeds to the
estates in the amount of over $41,000,000, after payment of
approximately $6,000,000 in administrative and priority claims.
The Debtors further anticipate that they will have approximately
$8,000,000 of cash on hand as of the closing. The purchase
proceeds plus cash on hand will be used to pay off any outstanding
debtor-in-possession financing facility advances (estimated to be
$15,000,000 as of closing) and to make a distribution to the
Debtors' senior secured lenders of approximately $36,000,000.
Additionally, the Stalking Horse Agreement does not include the
sale of the Debtors' real property located at 400 North Broad
Street, Philadelphia, Pennsylvania and certain adjacent parcels,
which will be transferred to the Agent for the senior secured
lenders under the Plan. Finally, the Plan will provide for
distribution of 3% of the equity interests in the Stalking Horse
(or other successful bidder) to holders of unsecured prepetition
creditors other than general trade creditors. The Debtors believe
that the value they will realize from the Stalking Horse Agreement
constitutes fair market value for their assets and will support a
confirmable Plan that will maximize value to their various
creditor constituencies and bring a successful conclusion to the
Chapter 11 Cases. On that basis the Debtors are prepared to
proceed with the sale of their business and assets under the
terms of the Stalking Horse Agreement and the Plan, subject to
higher and better bids in accordance with bid procedures to be
established by the Court.
The Debtors have estimated the ultimate distributions that will be
made in respect of Allowed Claims and Interests. Liquidation of
the Debtors' assets under chapter 7 of the Bankruptcy Code will
not result in a higher distribution to any Class of Claims or
Interests.
The parties contemplate closing of the sale by December 29, 2009.
Philly Papers will receive a break-up fee of $1 million and
expense reimbursement of up to $500,000 if the Debtors' close a
transaction with another party.
According to the disclosure statement explaining the Plan, holders
of secured claims, including $66 million, senior secured claims,
will recover 100 cents on the dollar. Holders of $350 million
prepetition unsecured debt claims will recover less than 1% of
their claims. Holders of prepetition unsecured trade claims will
recover up to 6%.
A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf
A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf
About Philadelphia Newspapers
Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products. The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.
Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel. The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent. Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.
PHILADELPHIA NEWSPAPERS: U.S. Trustee Balks at Probe Request
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
objects motion to employ SafirRosetti as internal investigator
to conduct an internal probe as to the distribution of the
"PMA Reorganization Filing Communication Action Plan" filed by
Philadelphia Newspapers LLC and its debtor-affiliates in the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania, arguing
that Debtors fail to demonstrate that this professional assistance
on these terms is appropriate and warranted by this situation.
The U.S. Trustee relates that the Debtors' basis for seeking this
relief is that the Official Committee of Unsecured Creditors
attached a purportedly confidential document to its plea seeking
cessation of Debtors' publicity campaign, and their uncertainty as
to disclosure of other confidential material. The U.S. Trustee
notes the retention agreement indicates that "it is expected that
for the most part the information gathered will come from public
sources."
According to the U.S. Trustee, the Debtor makes no showing of what
has been done internally to investigate its concerns. Moreover,
Debtors have not even indicated that it has requested the source
of the purported confidential document to be disclosed from the
Committee. The proposed retention is to be capped it $25,000, yet
the retention contains an unlimited indemnification. Nor does the
Debtor propose to disclose the results of the investigation but
same is to be privileged and confidential, the U.S. Trustee says.
Philadelphia Newspapers -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products. The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.
Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204). Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel. The Debtors' financial advisor
is Jefferies & Company Inc. The Garden City Group, Inc. serves as
claims and notice agent. Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.
PHOENIX FOOTWEAR: Wells Fargo Extends Forbearance to Oct. 6
-----------------------------------------------------------
Effective September 29, 2009, Phoenix Footwear Group, Inc. and its
subsidiaries together with Wells Fargo Bank, National Association,
entered into a Second Amendment to Forbearance Agreement and Third
Amendment to Credit and Security Agreement. The Amendment amends
and modifies certain terms of the Credit and Security Agreement
dated June 10, 2008, as amended by the Forbearance Agreement and
First Amendment to Credit and Security Agreement dated July 7,
2009 and the First Amendment to Forbearance Agreement and Second
Amendment to Credit and Security Agreement dated July 24, 2009,
among Phoenix Footwear and its subsidiaries and Wells Fargo.
Under the terms of the Amendment, the following changes were made
to the Credit Agreement and Forbearance Agreement:
-- The maximum availability under the line of credit has been
changed to $5.5 million (subject to a borrowing base
limit);
-- The borrowing base has been changed by decreasing the
inventory sublimit to $2.5 million; and
-- The maturity date for the revolving line of credit and the
expiration of the forbearance period has been extended to
October 16, 2009.
Under the Amendment, Wells Fargo agreed, during a forbearance
period, to refrain from exercising any rights and remedies which
it is or may become entitled to as a result of the existing past
financial covenant defaults. Also, the Amendment provides for
Wells Fargo to continue making advances under the line of credit,
subject to the conditions of the Credit Agreement, excluding,
however, the Specified Events of Default. The forbearance period
began on July 9, 2009 and ends on October 16, 2009, subject to
earlier termination at the election of Wells Fargo in the event of
an occurrence of any event of default under the Credit Agreement
other than the Specified Events of Default, and subject to
automatic termination in the event of the occurrence of certain
insolvency proceedings involving Phoenix Footwear or its
subsidiaries.
The Amendment provides that the continuing forbearance by Wells
Fargo is conditioned upon Phoenix Footwear's continuing engagement
of a financial turnaround consulting firm (which has occurred) to
provide specified financial consulting services and the repayment
in full of all indebtedness owed to Wells Fargo on or before
October 16, 2009. The Amendment requires Phoenix Footwear to pay
a $5,000 accommodation fee on October 17, 2009 unless Phoenix
Footwear repays the indebtedness in full on or before October 16,
2009.
As of September 29, 2009, the Company had $2.5 million outstanding
under the Credit Agreement with remaining availability of
$600,000. The Company is engaged in discussions with several
different financing sources to provide the Company with proceeds
to repay in full its revolving line of credit debt on or before
October 16, 2009. There is no assurance, however, that the
Company will be able to obtain such a facility on acceptable terms
and covenants or when and if the Company will be able to repay its
current facility in full. If the Company is unable to complete a
financing transaction prior to October 16, 2009, the Company plans
to seek a third extension of the forbearance period so that it may
complete such a transaction. There is no assurance that it will
be granted or the terms and conditions thereof. If such a request
is not granted, Wells Fargo may accelerate the Company's
indebtedness and/or foreclose on its assets.
About Phoenix Footwear Group
Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories. Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R). The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.
As of July 4, 2009, the Company had $20.4 million in total assets
and $17.1 million in total liabilities.
PIKE NURSERY: Trustee Submits $3MM Settlement With Roark to Court
-----------------------------------------------------------------
Peralte C. Paul at The Atlanta Journal-Constitution reports that
Roark Capital Group has offered $3 million to settle a claim that
the company drained Pike Nursery Holding LLC of capital after
acquiring it in 2004.
The Journal-Constitution relates that Marcus A. Watson, the
trustee in Pike Nursery's Chapter 7 case, filed the proposed
settlement in the U.S. Bankruptcy Court in Atlanta this week. A
hearing on the settlement is set for October 15, says the report.
Mr. Watson said in court documents that he started a probe on
Roark Capital's operations and transactions related to Pike
Nursery after the acquisition. Mr. Watson, according to The
Journal-Constitution, said that he sought to determine whether
Roark Capital and Pike Nursery family members, who retained a
minority stake in the Company, were able to recover investments at
the eventual expense of the company and its creditors.
According to court documents, Mr. Watson said that he accepted the
settlement, as proving Roark Capital took actions to drain Pike
Nursery before its failure would be difficult, time-consuming and
expensive.
The Journal-Constitution states that Pike Nursery continued to
operate for three years under Roark Capital before filing
bankruptcy. Roark Capital, says The Journal-Constitution, could
be expected to argue that Georgia's severe drought, and not its
financial moves, led to Pike Nursery's collapse. The Journal-
Constitution relates that when Roark Capital acquired Pike
Nursery, it went into expansion mode, opening new stores in metro
Atlanta and setting up shop in Charlotte and Birmingham and has
sold off many of the Atlanta store sites and then rented them
under expensive lease-back arrangements, boosting operating costs.
Mr. Watson would have to show which assets were transferred to
Roark Capital from Pike Nursery and what they were worth and
demonstrate what the Company received in exchange, The Atlanta-
Journal reports, citing Georgia State University law professor
Jack F. Williams. The Atlanta-Journal states that Mr. Watson
would have to prove that Roark Capital knew that Pike Nursery was
insolvent or in financial distress.
Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama. Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129). J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts. The Debtor chose BMC Group as its claims,
noticing, and balloting agent. Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors. As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.
As reported by the TCR on March 28, 2008, the Hon. Mary Grace
Diehl of the United States Bankruptcy Court for the Northern
District of Georgia converted Pike Nursery's Chapter 11 case to a
Chapter 7 liquidation proceeding.
PILGRIM'S PRIDE: Wins Approval of Incentive Bonus Plan
------------------------------------------------------
According to Dawn McCarty at Bloomberg News, Pilgrim's Pride Corp.
received approval from Bankruptcy Judge D. Michael Lynn of a plan
to pay at least $2.6 million in incentive bonuses to certain
employees and executives.
In December 2008, Pilgrim's Pride obtained authorization to
implement two plans -- Performance Improvement Plan and the Key
Employee Incentive Compensation Agreements -- which provide for
providing performance-based compensation to certain employees.
The Debtors' chief executive officer, chief financial officer,
executive vice presidents, and senior vice presidents, however,
are not part of the plans.
Accordingly, the Debtors presented to the Court a plan to pay key
employees 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.
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. 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.
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. Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer. Kurtzman Carson
Consulting LLC serves as claims and notice agent. Kelly Hart and
Brown Rudnick represent the official equity committee. Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.
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.
(http://bankrupt.com/newsstand/or 215/945-7000)
POSITRON CORP: Registers 10MM Shares Under 2009 Incentive Plan
--------------------------------------------------------------
Positron Corporation filed a Form S-8 Registration Statement under
the Securities Act of 1933 to register 10,000,000 shares of common
stock to be issued under the Company's 2009 Stock Incentive Plan.
The maximum aggregate offering price is $750,000.
A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?45f8
Headquartered in Houston, Positron Corporation (OTC BB: POSC)
-- http://www.positron.com/-- designs, manufactures, markets and
supports advanced cardiac molecular imaging devices utilizing
single photon emission computed tomography (SPECT) and positron
emission tomography (PET). The Company's molecular imaging
systems incorporate patented and proprietary software and hardware
technology for the diagnosis and treatment of patients with heart
disease.
Positron's balance sheet at June 30, 2009, showed total assets of
$1,113,000 and total liabilities of $7,935,000, resulting in a
stockholders' deficit of $6,822,000.
Going Concern Doubt
On April 15, 2009, Frank L. Sassetti & Co., in Oak Park, Illinois,
expressed substantial doubt about Positron's ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2008, and 2007.
The auditing firm pointed to the Company's significant accumulated
deficit.
PRECISION GRADING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Precision Grading & Land Development, Inc.
15604 County Line Rd
Spring Hill, FL 34610
Bankruptcy Case No.: 09-22231
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Thomas C. Little, Esq.
Thomas C. Little, PA
2123 N.E. Coachman Road, Suite A
Clearwater, FL 33765
Tel: (727) 443-5773
Email: janet@thomasclittle.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
$1,337,719, and total debts of $4,293,608.
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/flmb09-22231.pdf
The petition was signed by Paul Kaufmann, president of the
Company.
PREMIER DIAGNOSTIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Premier Diagnostic Imaging Services, LLC
aka Premier Diagnostic Center
3595 West 20th Avenue, Suite 145
Hialeah, FL 33012
Bankruptcy Case No.: 09-30870
Chapter 11 Petition Date: September 29, 2009
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Judge: A. Jay Cristol
Debtor's Counsel: Jacqueline Calderin, Esq.
800 Brickell Ave #902
Miami, FL 33131
Tel: (305) 722-2002
Email: jc@ecccounsel.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/flsb09-30870.pdf
The petition was signed by Raul E. Meneses, managing member of the
Company.
PRIME GROUP REALTY: Extended Stay Sale Prompts Citicorp Release
---------------------------------------------------------------
Prime Group Realty Trust on September 24, 2009, said PGRT ESH,
Inc., a wholly owned subsidiary of the Company, sold its
membership interests in BHAC Capital IV, L.L.C., an entity which
owns 100% of Extended Stay Hotels, Inc., to LSG-ESH LLC, an
affiliate of the Company's Chairman of the Board and parent
company.
In connection with the transfer, PGRT ESH was released from its
obligations under a loan from Citicorp USA, Inc., which encumbers
the BHAC membership interests. The principal amount of the
Citicorp Loan as of the effective date was $80.0 million. The
Citicorp Loan was non-recourse to PGRT ESH, the Company and its
subsidiaries, but as a result of the transaction, the Citicorp
Loan will no longer be a liability on the Company's financial
statements.
ESH and its affiliates own mid-price extended-stay properties in
the United States and Canada. The transfer of the BHAC membership
interest was approved unanimously by the Company's independent
Trustees.
On June 15, 2009, ESH filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court in the Southern District of New York.
BHAC did not file for bankruptcy protection.
The consideration for the sale of the BHAC membership interests to
LSG-ESH was LSG-ESH's assumption of all of PGRT ESH's rights and
obligations under the Citicorp Loan. In connection with the
transfer, the terms of the Citicorp Loan were amended and restated
and the maturity date of the loan was extended. The transaction
was effective as of July 16, 2009, and the documents were
finalized on September 18, 2009.
Prime Group Realty filed with the Securities and Exchange
Commission Unaudited Pro Forma Condensed Consolidated Financial
Statements as a result of the deal. A full-text copy of the
Financial Statements is available at no charge at
http://ResearchArchives.com/t/s?45f6
On July 9, 2009, Prime Group Realty said its Board of Trustees
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the second quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares. The Company said
its Board is in the process of considering various financing and
other capitalization alternatives for the Company.
The Board's decision was based on the Company's current capital
resources and liquidity needs and the overall negative state of
the economy and capital markets. The Company said the Board
intends to review the suspension of the Series B Preferred
distributions periodically based on the Board's ongoing review of
the Company's financial results, capital resources and liquidity
needs, and the condition of the economy and capital markets. The
Company can give no assurances that distributions on the Company's
Series B Preferred Shares will be resumed, or that any financing
or other capitalization alternatives will be satisfactorily
concluded.
About Extended Stay
Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada. As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.
For the year ending December 31, 2008, Extended Stay's audited
financial statements show consolidated assets (including nondebtor
affiliates) totaling approximately $7.1 billion and consolidated
liabilities totaling approximately $7.6 billion. Consolidated
revenues for the 12 months ending December 31, 2008 were
approximately $1 billion.
Extended Stay Inc. and its affiliates filed for Chapter 11 on
June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M.
Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal
& Manges LLP, in New York, represents the Debtors. Lazard Freres
& Co. LLC is the Debtors' financial advisors. Kurtzman Carson
Consultants LLC is the claims agent.
Bankruptcy Creditors' Service, Inc., publishes Extended Stay
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Extended Stay Inc. and
its various affiliates. (http://bankrupt.com/newsstand/or
215/945-7000).
About Prime Group Realty Trust
Prime Group Realty Trust (NYSE: PGEPRB) -- http://www.pgrt.com/--
is a fully-integrated, self-administered, and self-managed real
estate investment trust which owns, manages, leases, develops, and
redevelops office and industrial real estate, primarily in
metropolitan Chicago. The Company currently owns 8 office
properties containing an aggregate of 3.3 million net rentable
square feet and a joint venture interest in one office property
comprised of roughly 101,000 net rentable square feet. The Company
leases and manages roughly 3.3 million square feet comprising all
of its wholly-owned properties. In addition, the Company is the
asset and development manager for an roughly 1.1 million square
foot office building located at 1407 Broadway Avenue in New York,
New York.
At June 30, 2009, the Company had total assets of $493.9 million
and total liabilities of $521.6 million.
PTC ALLIANCE: Files for Chapter 11 to Sell Assets to Black Diamond
------------------------------------------------------------------
Citing the steep general international economic decline that
resulted in mounting cash losses over the last ten-month period,
PTC Alliance, a manufacturer and marketer of welded and cold drawn
mechanical steel tubing and tubular shapes, fabricated parts,
precision components and chrome-plated rod, on October 1 filed
voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code.
The filing includes the parent company and its U.S. subsidiaries.
None of the company's non-U.S. subsidiaries are included as
debtors.
The Company has entered into an asset purchase agreement with
funds managed by Black Diamond Capital Management LLC, the pre-
petition term lenders, to act as a "stalking horse" bidder for the
sale of substantially all of the company's assets pursuant to
Section 363 of the U.S. Bankruptcy Code. The bid will be subject
to higher and better offers, and the ultimate sale will be
approved by the Bankruptcy Court.
"We are taking this action today so that we can continue to
support our customers worldwide," said Peter Whiting, the
company's Chairman and Chief Executive Officer. "We expect to
continue business as usual throughout the Chapter 11 process."
"We do not expect any delays or interruptions in serving the needs
of our customers and will continue to pay our suppliers and
vendors for goods and services received during this period,"
Mr. Whiting added.
Stephen Deckoff, Managing Principal of Black Diamond Capital
Management LLC stated, "Our proposed transaction will establish a
new corporation with a stronger balance sheet and lower cost
structure that it will be well positioned now and in the future to
provide PTC's customers with the highest quality tubing products
and precision components."
The Company has obtained a commitment for up to $15 million in
debtor-in-possession financing, which together with cash from
operations, will be used to fund operating expenses during the
Chapter 11 pending the closing of the sale.
The filing took place in the U.S. Bankruptcy Court, District of
Delaware.
About PTC Alliance
PTC Alliance -- http://www.ptcalliance.com/-- is a leading
manufacturer and marketer of welded and cold drawn mechanical
steel tubing and tubular shapes, fabricated parts, precision
components and chrome-plated rod. The Company's major customers
include steel service centers, automotive and truck manufacturers,
construction and agricultural equipment OEMs and machinery and
appliance makers. With eleven strategically located factories in
North America and a manufacturing complex in Germany, PTC Alliance
is able to minimize lead time, shipping distance and expense for
its customers.
About Black Diamond
Black Diamond Capital Management, L.L.C. is a leading privately-
held alternative asset management firm with $5 billion under
management in a combination of hedge funds, structured vehicles
and funds with distressed debt /private equity control strategies.
Founded in 1995, Black Diamond has offices in Greenwich, CT and
RAILAMERICA INC: Public Offering Won't Affect Moody's 'B1' Rating
-----------------------------------------------------------------
RailAmerica Inc.'s recently-announced initial public offering of
stock will have no impact on the company's ratings. RailAmerica
has a B1 corporate family rating, and a B1 rating on its senior
secured notes due 2017. The ratings outlook remains stable.
The last rating action was on June 15, 2009, when Moody's assigned
an B1 corporate family rating to RailAmerica, Inc.
REALOGY CORP: Inks Agreements as Part of Incremental Term Loans
---------------------------------------------------------------
Realogy Corporation on September 28, 2009, announced the closing
of $515 million aggregate principal amount of the expected
$650 million of second lien incremental term loans under the
incremental loan (accordion) feature of our existing senior credit
facility.
The Incremental Term Loans are guaranteed by Domus Intermediate
Holdings Corp. and certain other of Realogy's direct or indirect
subsidiaries that guarantee the existing loans and other
obligations under the Credit Facility. The Incremental Term Loans
are secured by liens on the assets of the Company, Intermediate
and the Subsidiary Guarantors that secure the First Priority
Obligations and such liens are junior in priority to the First
Lien Obligations and any permitted refinancings thereof. The
Incremental Term Loans bear interest at a rate of 13.50% per annum
and interest payments are payable semi-annually in arrears with
the first interest payment payable on April 15, 2010. The
Incremental Term Loans will mature on October 15, 2017, and there
is no scheduled amortization for the Incremental Term Loans.
The Incremental Term Loans may be voluntarily prepaid only after
the payment in full of the First Lien Obligations, although the
Incremental Term Loans may be refinanced at any time as permitted
under the terms of the Credit Facility. In addition, Realogy may
make prepayments of the Incremental Terms Loans at any time to the
extent such prepayments are consented to by the lenders of the
First Lien Obligations under the Credit Facility. Any such
voluntary prepayment will be subject to a make-whole premium if
made prior to the October 15, 2012, and will be subject to a
prepayment penalty if made on or after October 15, 2012, but prior
to October 15, 2013.
The Incremental Term Loans will not be subject to any mandatory
prepayments until the payment in full of the First Priority
Obligations. Upon the payment in full of the First Priority
Obligations, 100% of the net cash proceeds of asset sales and
dispositions, subject to certain exceptions and customary
reinvestment provisions, will be applied as a mandatory prepayment
of the Incremental Term Loans on the terms set forth in the Credit
Facility.
The Incremental Term Loans will be subject to the same affirmative
and negative covenants and events of default set forth in the
Credit Facility. Upon payment in full of the First Lien
Obligations, the Credit Facility shall automatically be amended to
delete the senior secured leverage ratio covenant.
Realogy received $515 million of proceeds on the Closing Date and
expect to receive an additional $135 million on a delayed draw
basis on Oct. 9, 2009, subject to receipt of additional lender
commitments on or before such date. Initial proceeds from the
Incremental Term Loans were used to (1) reduce borrowings under
our $750 million revolver under the Credit Facility and (2)
refinance approximately $220 million of Realogy's 11.00%/11.75%
Senior Toggle Notes due 2014 pursuant to the Icahn Exchange.
In connection with the closing of the Incremental Term Loans, on
September 28, 2009, the Company entered into, among other
documents and agreements, an Incremental Assumption Agreement, an
Intercreditor Agreement, a First Amendment to the Company's
Guarantee and Collateral Agreement and a Second Lien Guarantee and
Collateral Agreement:
(A) Incremental Assumption Agreement
The Incremental Assumption Agreement, by and among the Company,
Intermediate, the lenders party thereto, JPMorgan Chase Bank,
N.A., as administrative agent, and Wilmington Trust Company, as
collateral agent, sets forth the terms pursuant to which certain
financial institutions and other entities agreed to make the
Incremental Term Loans to the Company under the accordion feature
of the Credit Facility.
(B) First Amendment to Guarantee and Collateral Agreement
The First Amendment to the Guarantee and Collateral Agreement, by
and among the Company, Intermediate, the Subsidiary Guarantors and
the Administrative Agent amends the existing Guarantee and
Collateral Agreement, dated as of April 10, 2007, by and among the
Company, Intermediate, the Subsidiary Guarantors and the
Administrative Agent. The First Amendment to Guarantee and
Collateral Agreement gives effect to the effective subordination
of the security interests and other liens securing the Incremental
Term Loans to the security interests and other liens securing the
First Priority Obligations.
(C) Second Lien Guarantee and Collateral Agreement
Pursuant to the Second Lien Guarantee and Collateral Agreement, by
and among the Company, Intermediate, the Subsidiary Guarantors and
the Second Lien Collateral Agent, each of the Company,
Intermediate and the Subsidiary Guarantors granted a second
priority lien and security interest in favor of the Second Lien
Collateral Agent for the benefit of the lenders of the Incremental
Term Loans, any additional lenders in the future that may be
secured on a pari passu basis, the Administrative Agent and the
Collateral Agent on all of their tangible and intangible assets
that secure the First Priority Obligations to secure the
Incremental Term Loans and the other related secured obligations
defined in the Second Lien Guarantee and Collateral Agreement.
(D) Intercreditor Agreement
The Intercreditor Agreement, by and among the Company,
Intermediate, the Subsidiary Guarantors, the Administrative Agent
and the Second Lien Collateral Agent, sets forth the respective
rights and obligations between the lenders and other related
secured parties with respect to the First Priority Obligations and
the Second Lien Secured Parties, including the relative priority
of the liens granted by the Company, Intermediate and the
Subsidiary Guarantors to secure the First Priority Obligations and
the Second Priority Obligations.
(E) Icahn Exchange
On September 24, 2009, Realogy entered into a letter agreement
with Apollo Management VI, L.P., RCIV Holdings (Luxembourg)
S.a.r.l., an affiliate of Apollo Management, certain investment
funds managed by Apollo Management, and Icahn Partners, L.P. and
certain of its affiliates. Realogy's principal stockholders are
investment funds affiliated with, or co-investment vehicles
managed by, Apollo Management. Pursuant to the terms of the
Letter Agreement, Icahn exchanged approximately $220 million
aggregate principal amount of the Senior Toggle Notes held by it
for $150 million aggregate principal amount of the Incremental
Term Loans. Icahn also sold the balance of the Senior Toggle
Notes held by it for cash to RCIV in a privately negotiated
transaction and used a portion of the cash proceeds to participate
as a lender in the Incremental Term Loans. The transactions with
Icahn closed concurrently with the closing of the Incremental Term
Loans.
About Realogy Corp.
Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended December 31, 2008. Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses. The separation became
effective July 2006.
Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor. Realogy fully supports the principles of the
Fair Housing Act.
Realogy Corp. had assets of $8,425,000,000 against debts of
$9,430,000,000, for a total stockholders' deficit of
$1,005,000,000 as of June 30, 2009.
As reported by the Troubled Company Reporter on September 28,
2009, Standard & Poor's Ratings Services assigned a 'C' issue-
level rating to Realogy Corp.'s proposed $475 million second-lien
term facility due January 2014 with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.
REALOGY CORP: S&P Raises Corporate Credit Rating to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Realogy Corp. to 'CC' from 'SD'. The rating outlook is
negative.
At the same time, S&P raised its issue-level rating on the
company's senior toggle notes to 'C' from 'D'.
All other outstanding ratings on the company were affirmed.
Realogy announced yesterday that it closed a $515 million second-
lien term loan due 2017, which was rated 'C' with a recovery
rating of '6' on Sept. 24, 2009. The company used $150 million of
the loan to exchange for about $220 million in face value of its
senior toggle notes due 2014, and the remaining $365 million to
reduce its first-lien debt. Realogy expects to upsize the total
issuance of its second-lien term loan to $650 million through the
issuance of an additional $135 million facility on a delayed-draw
basis on Oct. 9, 2009. S&P will consider the impact of the
delayed-draw facility when it closes, although S&P does not expect
there will be a change in ratings as a result.
The rating actions follow the company's exchange of about
$220 million in face value of senior toggle notes for $150 million
of new second-lien term loans (less than par), which S&P viewed as
tantamount to a default given the distressed financial condition
of the company.
"The 'CC' rating reflects the relatively modest reduction in total
debt as a result of the exchange and S&P's concern that the
company's ability to service its current capital structure will
remain challenged," said Standard & Poor's credit analyst Emile
Courtney.
The $365 million reduction in first-lien debt and sponsor
(affiliates of Apollo Management L.P.) support is likely to enable
Realogy to avoid a covenant violation over the near term.
However, the senior toggle notes exchange resulted in a relatively
modest $70 million total debt reduction, versus the company's more
than $7 billion in outstanding debt (including outstanding
borrowings under the company's securitization facilities).
In February 2009, Realogy announced that Apollo would provide
financial assistance to the extent necessary to enable the company
to remain in compliance with the covenant. Realogy is likely to
avoid violating the covenant over the near term in light of this
expected support from Apollo. However, S&P expects pro forma
credit measures will not improve meaningfully this year from June
2009 levels, when total leverage (including securitization
indebtedness and operating leases) was near 20x and total interest
coverage (including pay-in-kind interest expense) was about 0.6x.
REGENCY CENTERS: S&P Downgrades Preferred Stock Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Regency Centers Corp. and its
operating partnership, Regency Centers L.P., to 'BBB' from 'BBB+'.
S&P also lowered its rating on the company's preferred stock to
'BB+' from 'BBB-'. The outlook is stable.
"The downgrade reflects S&P's expectation that Regency's coverage
measures will likely remain in their current, lower range for a
protracted period, given S&P's expectation that tepid retail
fundamentals will preclude meaningful earnings growth over the
next year," said Standard & Poor's credit analyst Elizabeth
Campbell. Debt coverage was 2.3x and fixed-charge coverage was
2.0x for the six months ended June 30, 2009.
Additionally, Standard & Poor's expects Regency's still-large
current development pipeline will continue to face leasing and
return headwinds due to weak tenant and consumer demand. However,
Regency's good-quality, largely grocery-anchored portfolio, long-
term leases, a moderate leverage profile, and manageable debt
maturity schedule continue to support the ratings.
Regency's portfolio experienced a sharp drop in same-store NOI
that resulted in weak debt service and fixed-charge coverage
measures. S&P believes coverage levels will likely remain in
their current, lower range for a protracted period, given S&P's
expectation that tepid retail fundamentals will preclude
meaningful earnings growth through the next year. However,
measures are unlikely to weaken further at this point in the
cycle, in S&P's view, due to Regency's moderately leveraged
balance sheet, manageable debt maturity schedule, and largely
unencumbered portfolio. S&P consider further negative momentum to
the outlook or ratings unlikely in the near term. Alternatively,
a meaningful improvement in portfolio occupancy and rents, such
that the company could sustain fixed-charge coverage comfortably
above 2.2x, would have a positive effect on the outlook or
ratings.
REMOTE DYNAMICS: June 30 Balance Sheet Upside-Down by $10 Million
-----------------------------------------------------------------
Remote Dynamics Inc.'s balance sheet at June 30, 2009, showed
total assets of $4,564,000 and total liabilities of $14,631,000,
resulting in a stockholders' deficit of $10,067,000.
For three months ended June 30, 2009, the Company posted a net
loss of $535,000 compared with a net loss of $410,000 for the same
period in 2008.
For six months ended June 30, 2009, the Company posted a net loss
of $1,165,000 compared with a net loss of $1,511,000 for the same
period in 2008.
A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45f7
Remote Dynamics Inc. -- http://www.remotedynamics.com/-- (OTC BB:
RDYM.OB) markets, sells, and supports automatic vehicle location
(AVL) and mobile resource management solutions targeting companies
that operate private vehicle fleets in the United States. It
designs AVL solutions for metro, short-haul fleets within industry
vertical markets, such as field services, distribution, courier,
limousine, electrical/plumbing, waste management, and government.
The company's product offering includes REDIview, an Internet and
service bureau-based software application that provides an array
of real-time and accurate mapping, trip replay, and vehicle
activity reports. Remote Dynamics also resells T-Mobile GSM data
services to its existing vehicle management information customers
and provides GSM/GPRS data services to its REDIview customers
pursuant to reseller agreements with T-Mobile and Cingular
Wireless LLC. The company was incorporated in 1999 and is
headquartered in Plano, Texas. Remote Dynamics Inc. operates as a
subsidiary of Bounce Mobile Systems Inc.
Going Concern Doubt
On March 31, 2009, Chisholm Bierwolf & Nilson, LLC, in Bountiful,
Utah expressed substantial doubt aboutRemote Dynamics 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 has a
significant working capital deficit, suffered recurring losses
from operations and has negative cash flows from operating
activities.
RITE AID: Reports 0.3% Same Store Sales Decrease for September
--------------------------------------------------------------
Rite Aid Corporation yesterday announced sales results for
September.
For the four weeks ended September 26, 2009, same store sales
decreased 0.3% over the prior-year period. Front-end same store
sales decreased 2.3% while pharmacy same store sales, which
included an approximate 186 basis points negative impact from new
generic introductions, increased 0.7%.
Total drugstore sales for the four-week period decreased 1.5% to
$1.941 billion compared to $1.971 billion for the same period last
year. Prescription revenue accounted for 68.5% of drugstore
sales, and third party prescription revenue represented 96.1% of
pharmacy sales.
Same store sales for the 30-week period ended September 26, 2009
decreased 0.3%, consisting of a 3.1% front-end same store sales
decrease and a 1.1% increase in pharmacy same store sales.
Total drugstore sales for the 30 weeks ended September 26, 2009
decreased 1.9% to $14.743 billion from $15.030 billion in last
year's like period. Prescription revenue accounted for 68.2% of
total drugstore sales, and third-party prescription revenue was
96.3% of pharmacy sales.
Rite Aid last week filed with the Securities and Exchange
Commission a prospectus supplement to update the prospectus dated
August 27, 2009, relating to the Company's offer to exchange
$410.0 million aggregate principal amount of its 9.750% Senior
Secured Notes Due 2016 for $410.0 million aggregate principal
amount of its 9.750% Senior Secured Notes Due 2016 which have been
registered under the Securities Act of 1933, as amended.
The exchange offer was to expire at 5:00 p.m., New York City time,
on October 1, 2009, unless extended the exchange offer in the
Company's sole and absolute discretion. Questions and requests
for assistance and requests for additional copies of the
prospectus or of the letter of transmittal should be directed to
The Bank of New York Mellon Trust Company, N.A., as exchange
agent.
About Rite Aid Corporation
Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is
one of the nation's leading drugstore chains. On September 26,
2009, the company operated 4,809 stores compared to 4,922 stores
in the like period a year ago.
As of August 29, 2009, Rite Aid had $8,052,678,000 in assets
against debts of $9,453,207,000.
* * *
Rite Aid carries a 'Caa2' probability of default and corporate
family ratings from from Mody's, 'B-' issuer default rating from
Fitch, and 'B-' issuer credit ratings from Standard & Poor's.
ROYAL BANCSHARES: Partnership Gets Senior Loan Default Notice
-------------------------------------------------------------
Royal Bancshares of Pennsylvania, Inc., posted a net loss of
$11,790,000 for three months ended June 30, 2009, compared with a
net loss of $315,000 for the same period in 2008.
For six months ended June 30, 2009, the Company posted a net loss
of $18,327,000 compared with a net loss of $1,505,000 for the same
period in 2008.
The Company's balance sheet at June 30, 2009, showed total assets
of $1,320,645,000, total liabilities of $1,211,821,000 and a
stockholders' equity of $108,824,000.
The Company said that there is substantial doubt about its
partnership's ability to continue as a going concern. The Company
noted that as of Dec. 31, 2008, Royal Investments America, a
formed limited partnership by the Company and a real estate
development company, projected sales insufficient to repay a
portion of its mortgages payable by July 9, 2009, had delinquent
condominium fees resulting in a technical default and has a net
capital deficiency that raises substantial doubt about its ability
to continue as a going concern.
On Aug. 13, 2009, the Company received a senior loan default
notice from the senior lender as a result of the Partnership not
making the required repayment by July 9, 2009. The Company has
the right to cure this default pursuant to an Intercreditor
Agreement between the Company and the senior lender. As of the
date of this filing, the Company is exploring its options well as
the Partnership's options to cure this default. In the event the
default is not cured per the terms of the Intercreditor Agreement,
all amounts outstanding under the loan agreement at the time will
become currently payable and reflected as a current liability on
the Company's consolidated financial statements.
A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45f2
Royal Bancshares of Pennsylvania, Inc. (OTC:RBPAB) is a bank
holding company that operates through its wholly owned
subsidiaries, Royal Bank America and Royal Asian Bank. The Banks
engage in a general banking business principally in Montgomery,
Chester, Bucks, Philadelphia and Berks counties in Pennsylvania
and in Northern and Southern New Jersey and Delaware. The Company
also has a wholly owned non-bank subsidiary, Royal Investments of
Delaware, Inc., which is engaged in investment activities. It has
also established a wholly owned subsidiary, Royal Captive
Insurance Company, which was formed to insure commercial property
and comprehensive umbrella liability for the Company and its
affiliates. The Company operates through three segments:
Community Banking, Tax Liens and Equity Investments. Royal Bank
discontinued operating its 60%-owned subsidiary, RBA ABL Group,
LP, in January 2008.
SAJJAD QAMAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Sajjad Qamar
Aqila Qamar
fka Aqila Khan
10390 NW 36th St
Coral Springs, FL 33065
Bankruptcy Case No.: 09-31056
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Raymond B. Ray
Debtors' Counsel: Stan Riskin, Esq.
950 S Pine Island Rd #A-150
Plantation, FL 33324
Tel: (954) 727-8271
Fax: (954) 727-8274
Email: slriskin@aol.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
$1,526,630, and total debts of $3,338,337.
A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/flsb09-31056.pdf
The petition was signed by the Joint Debtors.
SAKS INC: $100 Mil. Equity Issuance Won't Affect S&P's 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Rating said that Saks Inc.'s (B-/Negative/--)
announcement that it plans to issue $100 million common equity has
no immediate impact on the company's rating or outlook. S&P views
the issuance of equity as a positive, as it adds to Saks'
liquidity, but not enough so as to influence the rating or
outlook. Proceeds from the offering will likely be used to reduce
borrowings under the revolver and for general corporate purposes.
The use of proceeds to reduce revolver borrowings could increase
the likelihood that the company will be able the maintain
availability under the revolver above $60 million; hence it would
not be subject to financial covenants. S&P believes that Saks
should have enough liquidity to fund losses for at least the next
year. It had $12.5 million of cash and only $85 million drawn
under the revolver (leaving it with revolver capacity of
$432.8 million at the end of the second quarter). S&P believes
also that the company will be able to repay the $23 million of
debt maturing in December 2010. Over the next year, Saks will
need to take steps to renew or execute a new credit facility as
the existing facility matures in 2011. In the mean time, the
company's operations remain very weak and its credit protection
measures are thin as a result of consumers significantly reducing
purchases of luxury goods.
SALT VERDE: S&P Downgrades Subordinated Debt Rating to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its subordinated debt
rating on Salt Verde Financial's $29 million gas project revenue
bonds to 'BB+' from 'BBB'. The outlook is negative. At the same
time, S&P affirmed its 'A' rating and stable outlook on SVFC's
$1.1 billion senior secured gas project revenue bonds.
The rating and outlook on the subordinated bonds is currently
linked to the rating and outlook on MBIA Insurance, which
guarantees the debt service reserve repurchase agreement provided
by MBIA Inc. (BB-/Negative/--). The repurchase agreement has been
deemed to be insufficient to delink the ratings on MBIA Insurance
from ratings on SVFC's subordinate bonds under Standard & Poor's
counterparty criteria. The overcollateralization levels and
permitted securities under the repurchase agreement are below the
threshold required by Standard & Poor's. In addition, the
repurchase agreement does not include a covenant related to
additional collateral and replacement as required under S&P's
criteria.
On Sept. 28, 2009, S&P downgraded MBIA Insurance and MBIA Inc.
because losses on the group's 2005-2007 vintage direct RMBS and
CDO of ABS could be higher than S&P had expected. However, the
downgrade also reflects potentially increased losses in other
asset classes, including by not limited to CMBS -- for other years
prior to 2005 -- within RMBS.
SAMSONITE STORES: Committee Retains Ashby as Delaware Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samsonite Company
Stores LLC obtained approval from the Bankruptcy Court to retain
Ashby & Geddes, P.A. as Delaware Counsel.
Ashby & Geddes will, among other things, (a) provide legal advice
regarding the rules and practices of the Court applicable to the
Committee's powers and duties as an official committee appointed
under 11 U.S.C. Sec. 1102; (b) provide legal advice regarding any
disclosure statement and plan filed in the case and with respect
to the process for approving or disapproving a disclosure
statement and confirming or denying confirmation of plan; and (c)
appearing in Court to present pleadings and otherwise protecting
the interests of the Committee.
The principal attorneys and paralegals at the firm designated to
represent the Committee, and their hourly rates, are:
Professional Position Hourly Rate
------------ -------- -----------
William P. Bowden Member $545
Leigh-Anne Raport Associate $215
Anthony Dellose Paralegal $180
Ashby & Geddes is a "disinterested person" within the meaning of
Sections 101(14) and 327 of the Bankruptcy Code.
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: Committee Retains BDO Seidman as Fin'l Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samsonite Company
Stores LLC obtained approval from the Bankruptcy Court to retain
BDO Seidman, LLP as Financial Advisors, nunc pro tunc to September
10, 2009.
As financial advisor to the Committee, BDO Seidman has agreed to,
among other things, analyze the financial operations of the
Debtor, analyze the financial ramifications of any proposed
transactions for which the Debtor seeks Bankruptcy Court approval,
and assist the Committee in its evaluation of cash flow and/or
other projections.
The hourly billing rates of the firm's professionals are:
Title Rates per Hour
----- --------------
Partners/Managing Directors $500 to $850
Directors/ Senior Managers $350 to $600
Managers $250 to $395
Seniors $200 to $325
Staff $150 to $225
BDO believes it is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
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: Committee Retains Cooly Godward as Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samsonite Company
Stores LLC obtained approval from the Bankruptcy Court to retain
Cooly Godward Kronish LLP, as lead counsel, nunc pro tunc to
September 10, 2009.
Cooly Godward will, among other things, (a) attend the meetings of
the Committee; (b) review financial information furnished by the
Debtor to the Committee; (c) review and investigate the liens of
purported secured parties; and (d) confer with the Debtor's
management and counsel.
Lawrence C. Gottlieb, a partner at the firm, will charge $880 per
hour for the engagement. Richelle Kalnit, an associate, will bill
$435 per hour. The firm will also seek reimbursement of expenses.
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: Gets Nod for Paul Weiss as Bankruptcy Counsel
---------------------------------------------------------------
Samsonite Company Stores LLC obtained permission from the
Bankruptcy Court to hire Paul, Weiss, Rifkind, Wharton & Garrison
LLP as attorneys, nunc pro tunc to the petition date.
Paul Weiss represented CVC Capital Partners in connection with its
acquisition of Samsonite Corp. in 2007. Since that time, Paul
Weiss has provided Samsonite with a variety of legal services.
The firm was engaged Jan. 9 to assist Samsonite with its worldwide
restructuring.
During the pendency of the Chapter 11 cases, Paul Weiss will
render necessary services relating to the Debtor's business and
operations. Paul Weiss will among, other things, advise the
Debtor with respect to its powers and duties as debtor and debtor-
in-possession and, attend meeting with creditors and other
parties, and take all action to protect and preserve the Debtor's
estate.
Paul Weiss' billing rates currently range from $775 to $1,025 per
hour for partners, $705 to $740 per hour for counsel, $395 to $660
per hour for associates and $85 to $225 per hour for
paraprofessionals. Aside from charging the Debtor based on these
hourly rates, the firm will also seek reimbursement of out-of-
pocket expenses.
The firm says it is a "disinterested person" as that term is
defined in 11 U.S.C. Sec. 101(14).
About Samsonite Corp.
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.
SEALY CORP: Records $12.1 Mil. Net Income for August 30 Quarter
---------------------------------------------------------------
Sealy Corporation on Tuesday announced results for the third
quarter of fiscal 2009, which ended August 30, 2009. Income from
operations for the third fiscal quarter increased $7.0 million to
$39.2 million compared to the same period in the prior year. As a
percent of sales, income from operations increased 325 basis
points to 11.2% from the same prior year period.
Adjusted EBITDA for the third fiscal quarter increased to
$53.7 million from $46.8 million, while Adjusted EBITDA margin
increased 380 basis points to 15.4% compared to the same prior
year period.
Net sales for the third fiscal quarter were $349.6 million
compared to $405.0 million in the same prior year period.
Gross Profit for the third fiscal quarter was $146.1 million
compared to $164.1 in the same prior year period, while Gross
Margin increased 126 basis points over the same time period, to
41.8%.
Net income for the third fiscal quarter was $12.1 million versus
net income of $10.9 million for the comparable prior year period.
Third quarter 2009 earnings per diluted share, based on a
279.2 million diluted share count, was $0.05, compared to earnings
per diluted share, based on a 93.5 million diluted share count, of
$0.12 in the prior year.
"We were pleased with the results from the continued execution of
our 2009 strategic initiatives to grow profitable market share;
successfully roll out the new Stearns & Foster line; build
stronger partnerships with our retailers and suppliers; improve
our gross margins; permanently reduce our operating cost
structure; and maximize our financial flexibility. These actions
have all contributed to the year-over-year and sequentially
improving results that we are reporting," stated Larry Rogers,
Sealy's President and Chief Executive Officer.
"While the global macro economic and retail environments remain
challenging, we believe our focus on the aspects of our business
that we can control is paying off. One prominent example of this
is the success that we are seeing in the luxury bedding market
with our new Stearns & Foster line. Efforts like this are
enabling us to begin to realize improvements in our operations and
positioning us to benefit more when the economy improves," added
Mr. Rogers.
For the nine months ended August 30, 2009, Net Sales decreased
18.3% to $958.0 million from $1,172.3 million for the comparable
prior year period. Gross profit was $386.5 million, or 40.3% of
net sales, versus $465.7 million, or 39.7% of net sales, for the
comparable prior year period a year earlier. Income from
operations was $92.2 million or 9.6% of net sales compared to
$108.0 million or 9.2% of net sales for the comparable prior year
period. Net income was $11.6 million versus $39.1 million and net
income per diluted share was $0.09 compared to $0.42 for the
comparable prior year period. Results for the period included
charges of $16.2 million net of tax or $0.11 per diluted share,
related to the Company's refinancing of its senior credit facility
on May 29, 2009 and rights for convertible notes. Total Adjusted
EBITDA was $130.8 million, or 13.7% of net sales, versus
$147.8 million, or 12.6% of net sales, compared for the nine
months ended August 31, 2008.
As of August 30, 2009, the Company's debt net of cash was
$749.6 million, a decrease of $7.2 million compared to
$756.8 million as of November 30, 2008, and a decrease of
$11.3 million compared to the Company's debt net of cash of
$760.9 million as of May 31, 2009. The Net Debt to EBITDA ratio
excluding the convertible notes was 3.76x as compared to 4.03x as
of May 31, 2009.
As of August 30, 2009, the Company had $1.03 billion in total
assets against total current liabilities of $242.86 million, long-
term obligations, net of current portion, of $837.83 million,
Other liabilities of $59.58 million and Deferred income tax
liabilities of $6.5 million, resulting in stockholders' deficit of
$115.14 million.
"The completion of our comprehensive refinancing plan in July,
coupled with our strong cash flow generation and our negotiated
ability to pre-pay a portion of this debt, has created a stable
long-term financial position with greater financial flexibility
for the Company. The Company has no material amortization
payments until 2014," stated Mr. Rogers.
"While we expect market conditions to remain challenging, we are
starting to see positive signs in the market in terms of volume
and pricing, although not with sufficient consistency to
definitively conclude we are in a turnaround. We continue to
remain vigilant on right sizing our cost structure and rebuilding
gross margins in order to maximize our cash flow.
We believe that our recent operating performance and successful
financial restructuring leave our company in a stronger strategic
position to gain profitable market share and drive increasing
value for our shareholders," concluded Mr. Rogers.
A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?45f3
About Sealy Corp.
Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008. The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands. Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent. In the
United States, Sealy sells its products to roughly 3,000
customers with more than 7,000 retail outlets.
* * *
Sealy Corp. carries Standard & Poor's 'B' corporate credit rating,
'BB-' issue-level ratings on its senior secured credit facilities,
and 'CCC+' issue-level rating on its senior subordinated notes;
and Moody's Investors Service's "B2" corporate family rating and
probability-of-default rating, "Ba3" senior secured notes rating
and "Caa1" senior subordinated notes rating.
SEMGROUP LP: Gets Court Nod for Settlement with Nustar
------------------------------------------------------
SemFuel, L.P., and SemMaterials, L.P., obtained approval from the
Bankruptcy Court of a settlement agreement with NuStar Pipeline
Operating Partnership, L.P., formerly known as Kaneb Pipe Line
Operating Partnership, L.P.; NuStar Logistics L.P.; and NuStar
Marketing LLC.
As part of the Settlement Agreement, the Debtors seek Court
authority (i) pursuant to Sections 363(b)(1) and 105 of the
Bankruptcy Code, to sell a new tank to Nustar Marketing free and
clear of liens and (ii) pursuant to Section 363, (x) to enter
into an assignment and assumption agreement executed between
SemFuel and NuStar Marketing; and (y) to assign a system storage
agreement and sublease agreement to NuStar Marketing.
Under a Tank Lease Agreement, SemFuel leases a 125,000 barrel
capacity tank from NuStar Pipeline. Under a Pipeline Throughput
Agreement, SemFuel leased space on the NuStar Pipeline interest
state pipeline system. Pursuant to a System Storage Agreement,
SemFuel acquired storage in the NuStar Pipeline interstate
pipeline system and NuStar Pipeline will lease a 200,000 barrel
storage tank to be constructed by SemFuel. Under a Sublease
Agreement, SemFuel subleased certain real property in El Dorado,
Kansas where the New Tank is located.
The NuStar Entities assert these claims against the relevant
Debtors:
-- NuStar Marketing's reclamation demand for $307,638 against
SemMaterials;
-- NuStar Energy L.P.'s prepetition general unsecured claims
for $141,764 against SemFuel and NuStar Marketing's
prepetition general unsecured claims against SemFuel for
$1,881,936;
-- NuStar Pipeline's Claim No. 5330 against SemFuel for
$6,403,100 in rejection damages; and
-- NuStar Marketing's twenty day claim for $402,836 against
SemMaterials.
Under the System Storage Agreement, SemFuel sought for
reimbursement of $250,000 of construction costs relating to the
New Tank. NuStar Pipeline disputes SemFuel's entitlement to the
Construction Claim.
To resolve the disputes and claims under the NuStar Agreements,
the parties entered into the Settlement Agreement, which provides
that:
* NuStar Marketing will purchase from SemFuel all its right
and interest under the New Tank and all related documents,
including warranties related to the manufacture and
installation of the New Tank for $2.9 million, free and
clear of all liens. SemFuel is given 60 days from the
Court approval of the Stipulation to sell or remove the
inventory held in the NuStar Entities' interstate pipeline
system.
* The Debtors will assume and assign the Assigned Agreements
to NuStar Marketing and will have no cure obligations with
respect to the Assigned Agreements.
* The parties further agree that the amount of NuStar
Marketing's Twenty Day Claim is $307,638. The NuStar
Entities will release certain claims against the Debtors
relating to the NuStar Agreements, the New Tank, the
Reclamation Claim, the Construction Claim, the Payment
Claims and the Rejection Claim.
The Debtors insist that approval of the Settlement Agreement
would eliminate the attendant risk of litigation. Similarly, the
Debtors maintain that SemFuel no longer has a use for the New
Tank and the $2.9 million purchase price of the New Tank is the
highest and best offer for the New Tank.
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: Judge Shannon Issues Disclosure Statement Order
------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware issued a written order approving the
Disclosure Statement explaining the Fourth Amended Joint Plan of
Reorganization filed by SemGroup, L.P., and its debtor affiliates
on September 28, 2009. Judge Shannon finds that the Disclosure
Statement contains adequate information within the meaning of
Section 1125 of the Bankruptcy Code.
Except as otherwise noted on the record during the September 24,
2009, Disclosure Statement Hearing and other previous hearings,
all objections to the Disclosure Statement are overruled.
A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/semgroup_Sept28DSOrder.pdf
Prior to the entry of the Disclosure Statement Order, the
Debtors, on September 25, 2009, submitted to the Court a further
modified Plan to incorporate, among others, agreements and
rulings made during the Disclosure Statement Hearing, and dates
governing the solicitation and confirmation of the Debtors' Plan.
The Debtors maintain that their total available distributable
value as of the Effective Date to be $2.446 billion, consisting
of:
* $1.111 billion in Cash,
* $300 million in Second Lien Term Loan Interests, and
* $1.035 billion in New Common Stock and Warrants.
The $1.111 billion in Cash consists of (i) $653 million of Cash
generated during the Debtors' Chapter 11 cases from the
operations of the Debtors, which includes $122.1 million in
Restricted Cash, (ii) $164 million of Cash of the Canadian
subsidiaries of SemGroup to be distributed pursuant to the
Canadian Plans or a bankruptcy, receivership or other proceeding
of SemCanada Energy, Company, A.E. Sharp Ltd., and CEG Energy
Options, Inc., (iii) $157 million in Cash from sales of assets by
the SemGroup Companies, and (iv) $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.
Moreover, the Debtors appended to the Fourth Amended Plan a
schedule of First Purchaser Producers who assert claims against
Downstream Purchasers arising from those Downstream Purchasers'
purchases of crude oil from the Debtors prior to the Petition
Date. A schedule of the Downstream Claimants is available
for free at:
http://bankrupt.com/misc/semgroup_downstreamclaimants.pdf
The Debtors, on September 28, 2009, filed with the Court a
revised schedule of Other Twenty-Day Claims to the Fourth Amended
Plan, a full-text copy of which is available for free at:
http://bankrupt.com/misc/semgroup_rev_20dayclaimssched.pdf
A full-text copy of the September 25 Plan is available for free
at http://bankrupt.com/misc/semgroup_Sept25Plan.pdf
A full-text copy of the September 25 Disclosure Statement is
available for free at:
http://bankrupt.com/misc/semgroup_Sept25DS.pdf
Solicitation Protocol
Judge Shannon finds that the procedures for the solicitation and
tabulation of votes to accept or reject the Debtors' Fourth
Amended Joint Plan of Reorganization provide for a fair and
equitable voting process are consistent with Section 1126 of the
Bankruptcy Code.
The Record Date for purposes of determining creditors entitled to
vote on the Debtors' Plan of Reorganization, or in the case of
non-voting classes to receive the Notice of Non-Voting Status -
Unimpaired Classes or the Notice of Non-Voting Status - Impaired
Claims will remain July 22, 2009.
The Debtors will complete by October 5, 2009, the mailing of all
Solicitation Packages to holders of claims under Classes entitled
to vote under the Plan.
Judge Shannon will convene a hearing on October 26 at 10:00
a.m. (prevailing Eastern Time), to consider confirmation of the
Plan. The Confirmation Hearing may be continued from time to
time by the Court or the Debtors without further notice or
through adjournments announced in open court. Any objections to
the confirmation of the Plan are due October 21. Plan
confirmation objections that are not received on time will not be
considered and will be deemed overruled.
Counsel for the Debtors and any party supporting the Plan must
file responses to Plan confirmation objections on October 23,
2009.
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: Court to Convene Hearing on DIP Loan Extension Oct. 8
------------------------------------------------------------------
Judge Brendan Linehan Shannon will convene a hearing on October 8,
2009, to consider final approval of SemGroup L.P.'s request to
further amend the DIP Credit Facility. Objections are due
October 1.
SemCrude, LP, its parent, SemGroup, L.P., and its debtor
affiliates ask permission from Judge Brendan Linehan Shannon of
the U.S. Bankruptcy Court for the District of Delaware to amend
the DIP Credit Agreement among SemCrude, SemGroup, SemOperating
G.P., L.L.C., and Bank of America, N.A., as administrative agent,
and letter of credit issuer and lender, to, among other things,
extend to November 30, 2009, the DIP Facility's maturity date.
The relevant terms of the DIP Second Extension Amendment are:
Maturity Date: November 30, 2009
Events of Default: The Events of Default will be modified to
provide that:
(i) it will be an Event of Default and a
termination of the right to use Cash
Collateral if the Debtors fail to obtain
entry of a confirmation order with
respect to the Debtors' Third Amended
Joint Plan of Reorganization by October
30, 2009; and
(ii) will not be an Event of Default if the
Chapter 11 case of Eaglwing, L.P. is
converted to a Chapter 7 case with prior
consent of the BofA.
A full-text copy of the DIP Second Extension Amendment is
available for free at:
http://bankrupt.com/misc/semgroup_DIP2ndExtensionAgreement.pdf
Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, reminds the Court that the DIP Credit Agreement
will expire on September 30, 2009. The Debtors lack sufficient
unencumbered funds with which to operate their businesses on an
ongoing basis without postpetition financing, he asserts. Absent
extension of the DIP Credit Agreement, the Debtors will be unable
to continue to operate their businesses, thwarting their efforts
to successfully reorganize, he stresses. More importantly, the
DIP Credit Agreement, as amended, will allow the Debtors to meet
all of their administrative obligations going forward through the
confirmation and consummation of their Chapter 11 Plan, he
maintains.
Moreover, the Debtors ask the Court to shorten notice with
respect to the DIP Second Extension Motion and to schedule an
interim hearing on the DIP Second Extension Motion for
September 24, 2009, with a final hearing on October 8.
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)
SHENANDOAH INVESTMENT: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Shenandoah Investment Group LTD
410 Shawnee Lane
Woodstock, VA 22664
Bankruptcy Case No.: 09-51571
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Western District of Virginia (Harrisonburg)
Judge: Chief Judge Ross W. Krumm
Debtor's Counsel: Timothy J. McGary, Esq.
10500 Sager Ave., Suite G
Fairfax, VA 22030
Tel: (703) 352-4985
Email: tjm@mcgary.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $500,001 to $1,000,000
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/vawb09-51571.pdf
The petition was signed by Garlan Gochenour, president of the
Company.
SIMMONS COMPANY: Unit's Forbearance Extended to Nov. 16
-------------------------------------------------------
Simmons Bedding Company, a subsidiary of Simmons Company and a
leading manufacturer of premium-branded bedding products,
announced October 1 that, in connection with the restructuring
plan it disclosed on Friday, September 25, 2009, it has reached
agreements with the majority of its senior bank lenders and the
majority of the holders of its $200.0 million 7.875% senior
subordinated notes to extend their forbearance periods from
September 30, 2009 to November 16, 2009. The senior bank lenders'
extension is subject to continued progress under the Plan.
Simmons and its subsidiaries are expected to launch a formal
process to solicit votes for the Plan from the senior bank lenders
and holders of the senior notes and Simmons' 10% discount notes as
soon as solicitation materials are ready. The solicitation
process is expected to be completed within 30 days after
launching.
As reported by the TCR on Sept. 28, 2009, Simmons Co. and Simmons
Bedding Company on September 25 said their Boards of Directors
have approved a restructuring plan under which they have entered
into an agreement that provides for the acquisition of Simmons
Bedding and all of its subsidiaries, as well as its parent Bedding
Holdco Incorporated, by certain affiliates of Ares Management LLC
and Teachers' Private Capital, the private investment arm of the
Ontario Teachers' Pension Plan.
As part of the restructuring of its debt obligations and the
related transaction, Simmons will reduce its total indebtedness
from approximately $1 billion to approximately $450 million.
Simmons will emerge from this process with a stronger balance
sheet and increased financial flexibility.
The transaction is comprised of total consideration of
approximately $760 million, including equity from the purchaser
and certain of Simmons' and Simmons Bedding's current lenders as
well as debt commitments from certain of Simmons' and Simmons
Bedding's current lenders. Further, a significant majority of
noteholders of Simmons and Simmons Bedding have agreed to support
the plan, including holders of 75.4% of Simmons Bedding's $200
million 7.875% senior subordinated notes and 72.6% of Simmons'
10% discount notes.
The Restructuring Plan
Under the plan, all of Simmons Bedding's trade vendors, suppliers,
employees and senior bank lenders will be paid in full, while each
holder of Simmons' senior subordinated notes will be entitled to
receive its pro rata share of $190 million in cash and each holder
of Simmons' discount notes will be entitled to receive its pro
rata share of $15 million in cash (which amount may be invested in
the equity of a new indirect holding company for Simmons Bedding
by holders of the discount notes who satisfy investment
requirements designed to assure compliance with securities laws
and specified in the plan).
Each of the senior subordinated notes and discount notes
distribution is subject to adjustment in certain circumstances.
Simmons and its domestic subsidiaries expect to launch a formal
process to solicit votes for its pre-packaged plan from the senior
bank lenders and the holders of the senior subordinated notes and
discount notes as soon as solicitation materials are ready. The
solicitation process is expected to be completed within 30 days
after launching.
Following the solicitation period, and to implement the
restructuring, Simmons and its domestic subsidiaries intend to
commence Chapter 11 cases under the U.S. Bankruptcy Code and seek
confirmation of the pre-packaged plan. While the anticipated
bankruptcy filings will not include Simmons Bedding's subsidiaries
in Canada and Puerto Rico, these operations will be acquired under
the terms of the purchase agreement. In connection with the plan,
Simmons Bedding also has arranged for a $35 million debtor in
possession revolving credit facility with certain lenders,
pursuant to which Deutsche Bank Trust Company Americas will act as
the administrative agent and collateral agent and Deutsche Bank
Securities Inc. will act as the sole book runner and lead
arranger. Throughout the restructuring process, Simmons Bedding
expects to continue normal operations under its current ownership
structure and does not anticipate any changes to its overall
business or its ability to meet its customers' needs.
A copy of the Plan Sponsor Agreement is available for free at:
http://researcharchives.com/t/s?45a6
Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.
About Ares Management
Ares Management -- http://www.aresmgmt.com/-- is an SEC-
registered investment adviser and alternative asset manager with
total committed capital under management of approximately $29
billion as of June 2009. With complementary pools of capital in
private equity, private debt and capital markets, Ares Management
has the ability to invest across all levels of a company's capital
structure -- from senior debt to common equity -- in a variety of
industries in a growing number of international markets. The Ares
Private Equity Group has a proven track record of partnering with
high quality, middle-market companies and creating value with its
flexible capital such as Serta. Other notable current investments
include General Nutrition Centers, Inc., Hanger Orthopedic Group,
Inc. (NYSE: HGR) and Maidenform Brands, Inc. (NYSE: MFB). The
firm is headquartered in Los Angeles with approximately 250
employees and professionals located across the United States and
Europe.
About Teachers' Private Capital
With $15 billion in invested and committed capital, Teachers'
Private Capital is one of the world's largest private equity
investors. It is the private investment arm of the $90 billion
Ontario Teachers' Pension Plan, the largest single-profession
pension plan in Canada. The Ontario Teachers' Pension Plan
is an independent corporation responsible for investing the fund
and administering the pensions of Ontario's 278,000 active and
retired teachers.
About Simmons Company
Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.
Simmons Bedding Company is the indirect subsidiary of Simmons
Company. Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R). Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties. Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.
As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.
SIX FLAGS: Shareholder Proposes Reorganization Plan
---------------------------------------------------
Resilient Capital Management LLC, which holds an undisclosed
number of Six Flags, Inc.'s redeemable shares, told the Bankruptcy
Court that preferred shareholders have a proposed reorganization
plan for Six Flags that is more superior than the plan being
proposed by management and noteholders.
As reported by the TCR on Sept. 17, 2009, an informal committee of
holders of 12.25% Senior Notes Due 2016 issued by Debtor Six Flags
Operations, Inc., is asking Bankruptcy Judge to terminate the
Debtors' exclusive periods to file a plan of reorganization and
solicit acceptances of the plan. The Noteholders want exclusivity
terminated so that it can file an alternative plan.
According to the Noteholders' counsel, Ira S. Dizengoff, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, the Noteholders'
plan provides creditors with more than 375% more value in enhanced
recoveries:
* Six Flags, Inc. Noteholders -- While the Debtors' Plan
provides SFI Noteholders with merely 1.0% of the New Common
Stock, the Alternative Plan provides SFI Noteholders with (i)
3.6% of the New Common Stock, (ii) warrants to purchase up to
an additional 5.0% of the New Common Stock, and (iii) rights
to participate in the equity offering to purchase up to an
additional 6.1% of the New Common Stock.
* SFO Noteholders -- While the Management Plan provides SFO
Noteholders with only 7% of the New Common Stock, the
Alternative Plan provides SFO Noteholders with (i)
approximately 28% of the New Common Stock, and (ii) rights to
participate in the equity offering to purchase up to an
additional 61.7% to 69.4% of the New Common Stock.
* Lenders -- While the Debtors' Plan provides Lenders with
92% of the New Common Stock, the Alternative Plan pays off
the Lenders in full in cash and gives them the opportunity to
participate in the New Term Loan.
Both the Noteholders Plan and Management Plan would wipe out
shareholders and holders of PIERS, mandatorily redeemable
preferred obligations. Under the absolute priority rule of the
Bankruptcy Code, shareholders won't receive any recovery until all
creditors are paid in full.
However, according to Resilient, it is prepared to propose an
alternative plan of reorganization that provides a 100% recovery
for all of Debtors' creditor constituencies,
including holders of PIERS.
Under Resilient's Plan:
-- Holders of secured term loans and revolving loans
aggregating $1.11 billion will receive a new secured
convertible note paying a 5% interest rate, plus warrants
to purchase 1.5 million shares at $85 per share and
warrants to purchase 2 million shares at $100 per share.
-- Holders of SFO 2016 Notes aggregating $400 million will
receive new SFO notes paying a 6% interest rate plus
warrants to purchase 1 million shares at $85 per share and
warrants to purchase 2 million shares at $100 per share.
-- Holders of SFO 2015 Notes will have the maturity date
extended on the notes to 2099 and will continue to bear
interest at 4.5%. They will also receive warrants to
purchase 1.5 million shares at $85 per share and warrants
to purchase 2 million shares at $100 per share.
-- Holders of SFO 2010 Notes, SFI 2013 Notes, SFI 2014 Notes
aggregating $588 million will receive Series A Perpetual
Convertible Shares with dividend at 6%. They will also
receive warrants to purchase 1.5 million shares at $85 per
share and warrants to purchase 2 million shares at $100 per
share.
-- Holders of PIERS totaling $287.5 million plus accrued and
unpaid dividends of $31.3 million will receive Series B
Perpetual Convertible Preferred Shares, which are
subordinated to the Series A Perpetual Convertible
Preferred Shares with dividends at the rate of 6%. These
shares will be convertible into 3,500,000 common shares of
NEW SIX FLAGS. They will also receive warrants to purchase
1.0 million shares at $85 per share and warrants to
purchase 2.0 million shares at $125 per share.
-- Holders of 98,273,546 shares of common stock currently
outstanding will receive 1,500,000 common shares of NEW SIX
FLAGS. They will also receive warrants to purchase 1.5
million shares at $85 per share and warrants to purchase
2.0 million shares at $100 per share.
-- Management will receive 500,000 common shares of NEW SIX
FLAGS. Management will also receive ten-year options to
purchase 2.0 million shares of NEW SIX FLAGS common stock
at a price of $85 per share.
Resilient joins in the Noteholders' request for termination of the
plan exclusivity so that it can file its alternative plan.
About Six Flags Inc.
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Committee Applies to Retain Hilco as Consultant
----------------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.
asks the Court's authority to retain Hilco Real Estate Appraisal
as real estate consultant effective nunc pro tunc to July 31,
2009.
According to Committee Co-Chairman William Kaye of The Coca-Cola
Company, the Committee is familiar with the professional standing
and reputation of Hilco. The Committee recognizes that Hilco has
a wealth of experience in providing real estate consulting
services in Chapter 11 reorganizations and enjoys excellent
reputation for services it has rendered in large and complex
cases on behalf of debtors and creditors throughout the United
States.
The services of Hilco are deemed necessary to enable the
Committee to assess and monitor the efforts of the Debtors and
their professional advisors in their valuation and disposition of
real estate in order to maximize the value of their estates and
to reorganize successfully, Mr. Kaye relates. Further, Hilco is
well qualified and able to represent the Committee in a cost-
effective, efficient and timely manner, he says.
As real estate consultant, Hilco will provide the Committee and
its legal advisors with an appraisal of the Debtors' properties
referenced in the Hilco engagement letter, in order to advise the
Committee in the Course of these Chapter 11 cases. Hilco's scope
of services may be extended to include additional properties
beyond the referenced properties as necessary. Hilco's appraisal
will include, but not limited to:
* Inspection -- Hilco will complete inspections of the
referenced properties. The inspections will be conducted for
purposes of evaluating the physical characteristics and
general condition of the sites and building improvements;
* Analysis -- The appraiser will apply the approaches to value
considered appropriate to produce a credible estimate of
value. The subject properties are vacant land available for
development; thus, valuation will be primarily based on a
comparison of vacant land sales;
* The research conducted will consist of a review of available
information provided by the Committee, the Debtors, and
available public information, as well as interviews with
zoning and economic development officials. Comparable land
sales will include closed sales, listings, as well as
interviews conducted with market participants; and
* Reporting -- The appraisals will be prepared in accordance
with the Uniform Standards of Professional Appraisal Practice
of the Appraisal Foundation. The results of the appraisals
will be presented in a summary report, which will include a
summary of the property, data, analysis, and conclusion.
For its services, Hilco seeks payment for $108,000 for the
appraisal of the Referenced Properties, plus reimbursement for
its reasonable and necessary expenses. Hilco will also seek
payment for trial preparation, testimony or other consultation
for $300.
In the event the Committee requests Hilco to conduct appraisals
of the Debtors' properties other than the Referenced Properties,
Hilco will asks payment of $18,000 additional payment for each
property so appraised.
Hilco's fees and expenses will be paid by the Debtors in the
ordinary course.
Joseph Malfitano, vice president and assistant general counsel of
Hilco, assures the Court that Hilco is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
holds no interest adverse to the Debtors and their estates.
The Court will convene a hearing to consider this motion on
November 5, 2009, at 10:00 a.m. Prevailing Eastern Time.
Objections will be due on October 15.
About Six Flags Inc.
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Files FRBP Rule 2015.3 Report on Interests
-----------------------------------------------------
Pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy
Procedure, Jeffrey R. Speed, the Debtors' chief financial
officer, submitted to the Court a report regarding value,
operations and profitability of entities in which they hold a
substantial or controlling interest. The entities are:
Name of Entity Interest of the Estate
-------------- ----------------------
CPIH LLC 39.2%
Pac Six Flags Montreal, S.E.C. 100.0%
HWP Development, LLC 41.0%
Texas Flags Ltd. 52.0%
Six Flags Over Georgia II, L.P. 28.9%
Dormant Entities 100.0%
Special Purpose Entities 49.0%
A full-text copy of the Debtors' 2015.3 Report is available for
free at http://bankrupt.com/misc/SixF_2015_3report.pdf
About Six Flags Inc.
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Wants Nod to Enter Into NY Office Space Lease
--------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Six Flags Inc. and
its affiliates ask the Court's permission to enter into a lease
agreement providing replacement office space to the Debtors on
terms set forth in a term sheet.
According to Zachary I. Shapiro, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, Six Flags, Inc., and the
Landlord, W2007 Monday 230 Park Owner, LLC, have agreed in good
faith upon the Term Sheet with respect to the lease of
approximately 21,217 rentable square feet of office space in the
building located at 230 Park Avenue, New York.
Shortly after the Petition Date, the Debtors began to survey the
marketplace to determine opportunities to reduce operating
expenses and streamline their business with an eye towards
emergence from Chapter 11, Mr. Shapiro avers. As a result the
Debtors are able to enter into a lease for office space that not
only is better suited for their needs, but also more cost-
effective than their current space, he asserts.
A full-text copy of the Lease Term Sheet is available for free
at http://bankrupt.com/misc/SixF_TS_officelease.pdf
The Court will convene a hearing to consider this motion on
October 8, 2009 at 10:00 a.m. Eastern Time. Objections will be
due by October 1.
About Six Flags Inc.
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SONA LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sona LLC
401 N La Cienega Blvd
Los Angeles, CA 90048
Bankruptcy Case No.: 09-36434
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Ernest M. Robles
Debtor's Counsel: Charles H. Olsen, Esq.
Robertson + Thommarson LLP
1880 Century Park East, Suite 618
Los Angeles, CA 90067
Tel: (310) 552 9900
Fax: (310) 388 5288
Estimated Assets: $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/cacb09-36434.pdf
The petition was signed by David Myers.
SOUTHEAST TELEPHONE: Files Chapter 11 in Pikeville, Kentucky
------------------------------------------------------------
SouthEast Telephone Inc. filed a Chapter 11 petition in its
hometown of Pikeville, Kentucky.
The petition listed assets of $15.6 million against debt totaling
$31.4 million, including a disputed $24.1 million debt owing to
BellSouth Telecommunications Inc. According to Bill Rochelle at
Bloomberg, Southeast has been in disputes and lawsuits since 2005
with BellSouth, the incumbent carrier whose facilities it uses.
Southeast is appealing an unfavorable decision to the U.S. Court
of Appeals in Cincinnati.
SouthEast Telephone Inc. is a competitive local exchange carrier
based in Pikeville, Kentucky. The Company has 32,000 customers in
52 rural counties in Kentucky.
SouthEast Telephone filed for Chapter 11 on Sept. 28, 2009 (Bankr.
E.D. Tenn. Cse No. 09-70731). Jamie L. Harris, Esq., represents
the Debtor in its Chapter 11 effort.
SPANSION INC: Court to Consider Exclusivity Extension on Oct. 2
---------------------------------------------------------------
The hearing to consider Spansion Inc.'s request for an extension
of its exclusive plan periods has been adjourned to October 2,
2009. Pursuant to Del.Bankr.LR 9006-2, the Debtors' exclusive
Plan filing period is automatically extended until the conclusion
of that hearing.
Spansion Inc. and its debtor affiliates ask Judge Kevin J. Carey
of the U.S. Bankruptcy Court for the District of Delaware to
further extend their time to file a plan of reorganization
through December 28, 2009. The Debtors also ask the Court to
extend their deadline to solicit acceptances of that Plan through
February 23, 2010.
Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, relates that in the approximately six months since the
Petition Date, the Debtors and their professionals have devoted
considerable time and resources to critical business and legal
matters.
According to Mr. Lastowksi, the Debtors have made impressive
progress in restructuring their business operations. He relates
the Debtors have exchanged detailed financial information with the
official committee of unsecured creditors and the ad hoc
consortium of holders of the Senior Secured Floating Rate Notes
Due 2013. The Debtors have also held meetings regarding the
potential terms of a plan of reorganization for the Debtors.
The Debtors relate that they have advised the Committee and Ad Hoc
Consortium that they desire strongly to achieve a Plan that is
supported by both of those constituencies, to avoid potentially
lengthy and costly Plan confirmation proceedings. The Debtors
note that they have taken, and continue to take, a number of steps
to enhance their business's efficiencies prior to the adoption or
confirmation of a Plan as well. In concert with the other changes
made necessary by the Debtors' restructuring, including reductions
in force and streamlining facility operations, the Debtors relate
that they continue to prime their business for a successful
reorganization.
Mr. Lastowski contends that to allow the Exclusive Periods to
expire before this process and the contemporaneous process of
negotiations have substantially matured would defeat the purpose
of Section 1121 of the Bankruptcy Code and divest the Debtors of
a meaningful and reasonable opportunity to negotiate, propose and
confirm a consensual plan of reorganization.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: GE Financial Wants Payment of Administrative Claim
----------------------------------------------------------------
GE Financial Services Corporation, as administrative agent,
security agent, and secured lender, for itself and on behalf of
members of a committee of secured creditors of Spansion Japan
Limited, seeks allowance and payment of administrative expense
claims arising from postpetition conduct of Debtor Spansion LLC.
The Spansion Japan Secured Lenders are senior secured lenders to
Spansion Japan under a Senior Facility Agreement dated as of
March 30, 2007.
Stuart M. Brown, Esq., at Edwards Angell Palmer & Dodge LLP, in
Wilmington, Delaware, counsel for GE Financial Services
Corporation, relates that since the Petition Date, Spansion LLC
has used Spansion Japan, its Japanese affiliate, as a personal
piggy bank, misappropriating assets of Spansion Japan without
providing adequate compensation, manipulating receivables that
are the collateral of the Spansion Japan Secured Lenders,
operating under the pretense that an executory contract with
Spansion Japan has been amended postpetition in favor of Spansion
LLC, and otherwise denuding Spansion Japan of assets.
According to Mr. Brown, Spansion LLC has surreptitiously prepared
to use Spansion Japan's propriety information and know-how --
taken by Spansion LLC postpetition while Spansion Japan was under
the protection of the Japanese courts -- to transfer to the
Debtors' manufacturing facility in Austin, Texas, wafer and die
production provided by Spansion Japan.
Mr. Brown asserts that Spansion LLC's systematic plundering of
Spansion Japan postpetition for its own benefit constitutes,
among other things, conversion by Spansion LLC of the collateral
of the Spansion Japan Secured Lenders, and the breach of direct
contractual obligations to GE and Spansion Japan Secured Lenders,
creating administrative claims in an amount yet to be determined.
Pursuant to an Amended and Restated Foundry Agreement dated as of
March 30, 2007, between Spansion Japan and Spansion LLC, Spansion
Japan manufactures wafers and dies that are purchased by Spansion
LLC and used in the assembly of Spansion Group's Flash memory
product.
Mr. Brown relates that prior to the Petition Date, Spansion LLC,
largely through the Foundry Agreement, made Spansion Japan a
captive and controlled it for its own benefit.
Moreover, Mr. Brown tells the Court that in May 2009, Spansion
LLC spearheaded a drive to force a price-reduction amendment to
the Foundry Agreement that would reduce Spansion Japan's revenues
by approximately $160 million with no corresponding benefit to
Spansion Japan. Mr. Brown asserts that because the revenue
stream under the Foundry Agreement secure the advances made by
the Spansion Japan Secured Lenders, the purported amendment was a
direct pospetition attack on the Spansion Japan's Secured
Lenders' collateral and converted their property interests for
the benefit of Spansion LLC. Spansion LLC's proposed amendment,
however, gives Spansion Japan nothing in return for the massive
price reduction, other than a promise that Spansion LLC will
negotiate a revised Foundry Agreement, Mr. Brown adds.
Mr. Brown avers that by acting as if the Foundry Agreement has
been amended to the benefit of Spansion LLC, and by not paying
what it owes, Spansion LLC has received valuable postpetition
benefit in the form of reduced prices enhancing Spansion LLC's
estate at the direct and substantial expense of Spansion Japan
and Spansion Japan Secured Lenders.
Other transfers of goods in the ordinary course have been made by
Spansion Japan to Spansion LLC postpetition, and payment for the
value of those assets has not been made causing direct damage to
GE and the Spansion Japan Secured Lenders, Mr. Brown asserts.
In addition, Mr. Brown says the Debtors have blocked Spansion
Japan's access to the Spansion Group's SAP business software
system and related hardware, which Spansion Japan needs in order
to operate. Mr. Brown asserts that this postpetition conduct by
Spansion LLC to deny Spansion Japan necessary operational systems
has had a direct, negative impact on the collateral and interest
of the Spansion Japan Secured Lenders.
Documents to Be Filed under Seal
In a separate filing, GE and the Spansion Japan Secured Lenders
seek the Court's approval to file under seal a copy of the
Foundry Agreement in support of their Administrative Claim. They
assert that the document sought to be filed under seal because
contains confidential, propriety, and sensitive information
concerning the business operations of Spansion LLC and Spansion
Japan, and intellectual property, research, development, and
methods used in the conduct of that business.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: Gets Court Nod to Assume Microsoft Licensing Deals
----------------------------------------------------------------
Spansion Inc. sought and obtained the Bankruptcy Court's authority
to assume licensing agreements with Microsoft Licensing, GP.
Microsoft Licensing, GP, and Spansion LLC entered into a set of
licensing agreements on May 26, 2006, for the use of Microsoft's
operating systems and software applications, including Microsoft
Windows, Microsoft Office, Windows Terminal Server, Microsoft
Exchange Server, Microsoft SQL Server and other software packages
routinely employed in the operation of Spansion's business. The
agreements are comprised of:
(i) the Microsoft Business Agreement No. U5764282 dated
May 26, 2006;
(ii) the Microsoft Enterprise Agreement No. 01E65834 dated
May 26, 2006;
(iii) the Microsoft Enterprise Enrollment No. 3435522 dated
May 26, 2006, as amended by the Enterprise Enrollment
Amendment ID CTM No. JEPNCR dated August 12, 2009; and
(iv) the Microsoft Enterprise Enrollment No. 5799735 dated
August 18, 2009.
The Enterprise Agreement expired according to its terms in
December 2008, and the Debtors did not renew the agreement at
that time. Although the Enterprise Agreement was paid in full
for the year 2008, the Debtors did not pay a required true-up
payment in the amount of $200,311 at the end of 2008 to account
for the difference between the number of licenses purchased and
the number actually used during 2008. The 2008 True-Up Payment
remained outstanding as of the Petition Date.
The Debtors relate that they have made no payments to Microsoft
for the 2009 year, but have continued to use the Microsoft
software. According to the Debtors, had they renewed the
Licensing Agreements for 2009, the cost for licenses and
maintenance would have been $638,801. However, Microsoft's
current pricing for licenses and maintenance for the same period
would total $1,446,775, due to the pricing differences between
the Enterprise Agreement and the terms Microsoft currently offers
to business customers, the Debtors add.
The Debtors assert that the software is essential to their
business. The Debtors note that without the software, they
cannot perform even the most routine functions, like word
processing, e-mail, calendaring functions, and the use of
spreadsheets. In addition, the software also allows certain
users to perform more complex functions, like database design and
management, computer programming, and workflow design. Because
the software is essential to the Debtors' operation of their
business, and aware of the opportunity lost by failing to timely
renew the Enterprise Agreement, the Debtors entered into
negotiations with Microsoft to retroactively amend the Enterprise
Agreement to include 2009. As a result, Microsoft and Spansion
executed an Amendment, allowing the Enterprise Agreement to be
extended through the end of 2009, conditioned upon Court approval
of the Debtors' assumption of the Licensing Agreements.
The Debtors tell the Court that by assuming the Licensing
Agreements, they will be required to pay a cure amount of
$839,112. However, the Debtors note, when compared to the
approximately $1.45 million the Debtors would otherwise be
required to pay for licenses and maintenance for 2009, the
Debtors assert that assumption of the Licensing Agreements is in
the best interest of their estates.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: Time to Remove Civil Actions Moved to Dec. 1
----------------------------------------------------------
Judge Kevin Carey of the U.S Bankruptcy Court for the District of
Delaware has extended Spansion Inc. and its affiliates' deadline
to file notices of removal of actions through December 1, 2009.
Judge Carey overruled all objections to the request.
The Debtors tell the Court that since the Petition Date, their
attention has been primarily dedicated to reorganizing their
business operations. The Debtors add that additional significant
resources have been devoted toward satisfying the numerous
requirements of the Bankruptcy Code, the Bankruptcy Rules and the
Office of the U.S. Trustee, including preparing schedules of
assets and liabilities, producing financial reports, retaining
professionals, responding to vendor and creditor inquiries, and
administering their estates. As a result, the Debtors note, they
have not yet had an opportunity to determine whether removal of
any given Action is appropriate.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPECTRUM BRANDS: Claims Totaling $14 Bil. Filed as of Aug. 20
-------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Western District
of Texas, San Antonio Division, filed a 42-page schedule of
claims filed in the bankruptcy case of Spectrum Jungle Labs
Corporation, a copy of which is available for free at:
http://bankrupt.com/misc/Spectrum_ClaimsReg_Sep11.pdf
The schedule discloses that as of August 20, 2009, 493 claims
totaling $14,228,839,794 were filed against the Debtors.
Meanwhile, for the period September 10 to September 23, 2009,
three trade creditors transfer claims totaling $5,221 to:
(a) Fair Harbor Capital, LLC
Transferor Amount
--------- ------
Richmond Times Dispatch $1,158
Rolled Metal Products Inc. $2,330
(b) Fedex Trade Networks Transport
Transferor Amount
---------- ------
Fair Harbor Capital, LLC $1,733
About Spectrum Brands
Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting. Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R). Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world. Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.
Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455). The Hon. Ronald B. King presides over the
cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent. An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel. As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.
On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization. On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order. By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay. On August 28,
the Company emerged from bankruptcy.
SPECTRUM BRANDS: Gets Court Nod to Assume 33 Leases
---------------------------------------------------
Judge Ronald B. King granted Spectrum Brands Inc.'s request to
assume 33 unexpired property leases. Further, Judge King directed
the assumption of the Leases by the Debtors will be deemed to have
occurred as of September 1, 2009.
The vast majority of the Leases, Mark A. McDermott, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, says, are
leases used by the Debtors for their manufacturing operations,
packaging and distribution centers, warehousing, and sales and
administrative offices. Accordingly, he asserts, the Leases are
key assets of the Debtors' estates.
The Debtors have determined that the terms of the Leases are
reasonable and that the Leases are not only necessary for the
Debtors' operations, but that rejection of the Leases would have
dire consequences for the Debtors' businesses, Mr. McDermott
tells the Court.
If the Leases were deemed rejected and the Debtors were required
to exit the Premises, the Debtors' business operations would come
to a complete halt as the Debtors attempted to find alternate
locations for the majority of their operations, including their
administrative headquarters in Atlanta, Georgia and their
research and development facility and North American headquarters
in Madison, Wisconsin, Mr. McDermott asserts.
A list of Assumed Leases is available for free
at http://bankrupt.com/misc/Spectrum_leasestoassume.pdf
About Spectrum Brands
Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting. Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R). Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world. Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.
Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455). The Hon. Ronald B. King presides over the
cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent. An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel. As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.
On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization. On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order. By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay. On August 28,
the Company emerged from bankruptcy.
SPECTRUM BRANDS: Wants 13 Chapter 11 Cases Closed
-------------------------------------------------
Spectrum Jungle Labs Corporation and its reorganized debtor
affiliates ask Judge Ronald B. King of the United States
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to issue a final decree order closing the Chapter 11
cases of Spectrum Jungle Labs' 13 debtor affiliates as of
September 30, 2009, leaving open only the jointly administered
case of Spectrum Jungle Labs Corporation, et al., Case No. 09-
50455.
The Chapter 11 cases to be closed are:
Debtor Case No.
------ --------
Spectrum Brands, Inc. 09-50456
ROVCAL, Inc. 09-50454
ROV Holding, Inc. 09-50457
Tetra Holding(US), Inc. 09-50459
United Industries Corporation 09-50461
Schultz Company 09-50463
Spectrum Neptune US Holdco Corporation 09-50464
United Pet Group, Inc. 09-50466
DB Online, LLC 09-50467
Aquaria, Inc. 09-50468
Perfecto Manufacturing, Inc. 09-50469
Aquarium systems, Inc. 09-50470
Southern California Foam, Inc. 09-50471
The jointly administered case of Spectrum Jungle Labs will remain
open pending further order of the Court upon completion of
proceedings in that case, Mark A. McDermott, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, tells the Court.
All fourteen of the Debtors filed Chapter 11 petitions on
February 3, 2009. Spectrum Brands, Inc., is the parent company
of the Debtors. The 13 other companies, including Spectrum
Jungle Labs Corporation, are direct or indirect subsidiaries of
Spectrum Brands, Inc., and, are "affiliates" of Spectrum Brands,
Inc., as the term is defined in Section 101(2) of the Bankruptcy
Code. The cases of the Debtors have been jointly administered by
this Court under Case No. 09-50455. Accordingly, all proceedings
in these cases have been conducted in Case No. 09-50455.
The Debtors' Plan of Reorganization has been confirmed and became
effective in accordance with its terms on August 28, 2009, at
which time the Debtors formally emerged from Chapter 11. The
remaining proceedings in these cases, according to Mr. McDermott,
essentially consist of matters relating to claims allowance and
disallowance, distributions with respect to allowed claims, and
other aspects of plan implementation. None of these matters
involves issues that would require separate proceedings by any
particular Debtor in the separate case of a particular Debtor, he
notes.
The claims objection process has been and will continue to be
handled for all of the affiliated Debtors in the jointly
administered case of Spectrum Jungle Labs Corporation, et al. No
claims objection proceedings have been brought, and none will be
needed, in any separate case of any of the affiliated Debtors,
Mr. McDermott says.
In light of these, there is no reason to maintain the separate
cases of the affiliated Debtors, Mr. McDermott stresses. If
circumstances change, Section 350(b) permits the Court to reopen
any of the closed cases at any time, he points out.
At the Debtors' behest, the Court will convene an emergency
hearing to consider approval of this motion on September 30, 2009,
at 10:30 a.m. Central Time.
About Spectrum Brands
Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting. Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R). Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world. Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.
Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455). The Hon. Ronald B. King presides over the
cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent. An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel. As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.
On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization. On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order. By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay. On August 28,
the Company emerged from bankruptcy.
ST JOSEPH: Moody's Affirms 'Ba1' Rating on $248.9 Mil. Bonds
------------------------------------------------------------
Moody's Investors Service has affirmed St. Joseph's Healthcare
System's Ba1 bond rating on outstanding debt of $248.9 million
issued by New Jersey Health Care Facilities Finance Authority.
The rating outlook remains positive.
Legal Security: Annual debt service coverage of 1.10 times and 35
days cash on hand. Gross revenue pledge and mortgage provided.
Interest Rate Derivatives: None
Strengths
* Market share gain in 4 county service area to 33% from 24% as a
result of closure of Barnert Hospital
* Designation as a safety net hospital in Passaic County, offering
an array of tertiary services including trauma, cardiology, and
regional perinatal services
* Continued progress towards having St. Joseph's Regional Medical
Center and St. Joseph's Wayne Hospital operate as a single
system including a plan to consolidate its governance structure
and managed care contracting
* Continued improvement in operating performance in FY 2008 with
an operating income of $16.0 million (2.6% operating margin) and
operating cash flow of $37.8 million (6.2% operating cash flow
margin) compared to an operating income of $6.4 million (1.2%
operating margin) and operating cash flow of $27.7 million (5.0%
operating cash flow margin) in FY 2007
Challenges
* Challenging service area with below average demographics and
economic factors which contribute to reluctance of suburban
patients to access facility
* Leveraged balance sheet with below average cash to debt ratio of
38.6% and debt to cash flow of 6.1 times as of fiscal year end
(FYE) 2008 due to recent debt issue
* Significant reliance on state subsidies ($70.9 million in FY
2008 representing 187% of operating cashflow); with State budget
stress significant, funding cuts could be considered and would
likely place material strain on cashflow
* In the midst of large capital projects after years of
underinvestment in physical plant
Recent Developments/Results
St. Joseph's Healthcare System consists of St. Joseph's Regional
Medical Center and St. Joseph's Wayne Hospital. SJW was acquired
in 2001 but only in the last several years have the two facilities
begun operating as a single system. In the last several years,
management has worked diligently to standardize productivity
benchmarks and reorganize clinical lines such that the space at
the two facilities is utilized more effectively. Management is
currently working towards consolidating to a single corporation,
board, and medical staff structure which is expected to yield many
benefits including increases in DSH and GME monies. In addition,
management is currently in the process of renegotiating its
managed care contracts as one entity.
SJHS recorded a second consecutive year of improved operating
performance in fiscal year 2008 with an operating income of
$16.0 million (excludes $6.2 million in one time revenues related
to Medicare settlement) (2.6% operating margin) and operating cash
flow of $37.8 million (6.2% operating cash flow margin) compared
to an operating income of $6.4 million (1.2% operating margin) and
operating cash flow of $27.7 million (5.0% operating cash flow
margin). The improved operating performance in FY 2008 was driven
by a surge in patient volumes including a 6% increase in inpatient
admission to 37,561 admissions from 35,449 admissions in FY 2007
and a 10% increase in outpatient surgeries to 8,223 surgeries from
7,471 in FY 2007. SJHS benefited from the closure of Barnert
Hospital in February, 2008 which allowed it to pick up
approximately a dozen physicians and approximately 30 to 35
physicians on SJHS's medical staff who previously had admitting
privileges at both facilities now admit primarily to SJHS. In
addition, a significant portion of emergency room (ER) visits that
went to Barnert went to SJHS. SJHS has also taken over St.
Mary's inpatient psychiatric program and partnered with
Mountainside Hospital whereby tertiary services now go to SJHS.
With the recent changes to the competitive market place, SJHS's
market share increased to 33% from 24%.
Through six months ended June 30, 2009, inpatient admissions have
continued to grow to 19,477 admissions from 18,765 admissions
through the same period last year. Outpatient surgeries, however,
have declined through the six month period to 3,681 surgeries from
4,060 surgeries last year. Management attributes the decline to
its joint venture strategies with physicians in order maintain
loyalty of the medical staff as well bring in ancillary and
inpatient volumes to the hospital. Despite the decline in
outpatient surgical volumes, positive operating performance has
continued through the interim period with an operating income of
$10.9 million (3.5% operating margin) and operating cash flow of
$23.1 million (7.4% operating cash flow margin) compared to an
operating income of $8.7 million (excluding Medicare settlement
monies) (2.9% operating margin) and operating cash flow of
$19.3 million (6.5% operating margin). Given year to date
performance, management is confident it will at least reach its
budget of a 2.9% operating margin and 6.8% operating cash flow
margin by year end.
Despite the positive trend in operating performance, Moody's view
SJHS's reliance on state subsidies for charity care and DSH as an
element risk that needs to be monitored closely. Currently SJHS
retains its status as a safety net hospital for Passaic County and
is the second highest charity care provider in the state.
According to management, charity care funding from the state of
New Jersey has remained steady for state FY 2010 at approximately
$65 million. However, given SJHS's heavy reliance on this funding
source, which is nearly two times that of its operating cash flow,
any reductions to this funding source could have a significant
negative impact to operating performance. Given the state's
fiscal problems, cuts to the charity care program could
conceivably be considered.
Unrestricted cash and investments declined at fiscal year end
(FYE) 2008 to $92.9 million (58.8 days cash on hand) from
$103.8 million (71.4 days cash on hand) at FYE 2007 due to
management spending cash to pay for a portion of the current
projects. Due to the recent decline in cash and debt issue, cash
to debt also declined to 38.6% at FYE 2008 from 146% at FYE 2008.
The additional debt has also weakened debt coverage ratios with
debt to cash flow increasing to 6.1 times in FY 2008 from 2.4
times in FY 2007. However, the improved operating performance has
mitigated the impact of increase in maximum annual debt service
(MADS) which increased to $18.3 million from $13.8 million and
reduced MADS coverage to 2.43 times in FY 2008 from 2.52 times in
FY 2007. Management has since reimbursed itself approximately
$14 million from the bond proceeds and as of June 30, 2009 cash
has increased to $113.2 million (70.6 days cash on hand) and cash
to debt has increased to 46.8%.
Outlook
The positive outlook looks to the expectation of continued
positive operating performance through year end
What could change the rating -- UP
Continue improvement in financial performance, growth in volumes
and market share; growth in liquidity and improvement in balance
sheet measures
What could change the rating -- DOWN
Departure from current level of results; increase in debt; erosion
of balance sheet measures; material declines in state subsidies
Key Indicators
Assumptions & Adjustments:
-- Based on financial statements for St. Joseph's Healthcare
System, Inc. and Affiliates
-- First number reflects audit year ended December 31, 2007
-- Second number reflects audit year ended December 31, 2008
-- Investment returns normalized at 6% unless otherwise noted
* Inpatient admissions: 35,449; 37,561
* Total operating revenues: $553.1 million; $609.9 million
* Moody's-adjusted net revenue available for debt service:
$34.6 million; $44.4 million
* Total debt outstanding: $71.0 million; $240.8million
* Maximum annual debt service (MADS): $13.8 million; $18.3 million
* MADS Coverage with reported investment income: 2.44 times;
2.26times
* Moody's-adjusted MADS Coverage with normalized investment
income: 2.52 times; 2.43 times
* Debt-to-cash flow: 2.38 times; 6.06 times
* Days cash on hand: 71.4 days; 58.8 days
* Cash-to-debt: 146.1%; 38.6%
* Operating margin: 1.2%; 2.6%
* Operating cash flow margin: 5.0%; 6.2%
Rated Debt (debt outstanding as of 12/31/2008):
* Series 2008: ($248.9 million, fixed rate), rated Ba1
The last rating action was on May 2, 2008, when St. Joseph's
Healthcare System was assigned an initial rating of Ba1 and the
outlook was positive.
STANDARD PACIFIC: Increases Tender Offer Payment to $260MM
----------------------------------------------------------
Standard Pacific Corp. last week announced the early tender
results of its cash tender offers for its 6-1/2% Notes due
August 15, 2010, 6-7/8% Notes due May 15, 2011 and 7-3/4% Notes
due March 15, 2013. The Tender Offer for the 2010 Notes includes
a consent solicitation for the amendment of the supplemental
indenture governing the 2010 Notes to modify or remove certain
restrictive covenants.
As of the early tender deadline of 5:00 p.m., New York City time,
on September 23, 2009, according to information provided by the
depositary, $132,400,000 of the 2010 Notes, $121,447,000 of the
2011 Notes and $3,340,000 of the 2013 Notes have been validly
tendered and not withdrawn. Based on such tenders, a majority in
principal amount of the 2010 Notes have been validly tendered and
not withdrawn, which is sufficient to approve the Consent
Solicitation.
The Company also announced that it is increasing its previously
announced maximum payment amount in the Tender Offers from
$175,000,000 to $260,000,000.
The Tender Offers are scheduled to expire at 11:59 p.m., New York
City time, on October 7, 2009, unless extended by the Company or a
Tender Offer is earlier terminated.
The Tender Offers and the Consent Solicitation are being made upon
the terms and conditions in an offer to purchase dated
September 10, 2009, which sets forth a more detailed description
of the Tender Offers and the Consent Solicitation. The table sets
forth some of the primary terms of the Tender Offers, including
the numerical order of priority in which the Maximum Payment
Amount will be applied to purchase each series of the Notes in the
Tender Offers.
Dollars per $1,000 Principal
Amount of Notes
-----------------------------
Tender
Principal Offer Early Total Acceptance
Title of Amount Consider- Tender Consider- Priority
Security Outstanding ation Premium ation Level
---------- ------------ --------- ------- --------- ----------
2010 Notes $148,468,000 $990 $30 $1,020 1
2011 Notes $170,597,000 $970 $30 $1,000 2
2013 Notes $125,000,000 $870 $30 $900 3
In accordance with the "Acceptance Priority Levels" specified,
subject to the satisfaction or waiver of conditions to the Tender
Offers, all 2010 Notes validly tendered and not validly withdrawn
at the Expiration Time will be accepted for purchase before any
2011 Notes or 2013 Notes are accepted for purchase, and all
validly tendered and not validly withdrawn 2011 Notes will be
accepted for purchase before any 2013 Notes are accepted for
purchase. Because the Maximum Payment Amount exceeds the cost of
purchasing all outstanding 2010 Notes, all 2010 Notes validly
tendered and not validly withdrawn will be accepted for purchase
if the Tender Offer for the 2010 Notes is consummated.
To the extent less than the entire validly tendered principal
amount of a series of Notes is accepted for purchase by the
Company upon the consummation of the Tender Offers, the purchase
will be prorated, meaning that the Company will purchase from each
holder a portion of the principal amount of such series of Notes
validly tendered by such holder equal to the percentage of the
aggregate principal amount of that series of Notes validly
tendered by all holders that the Company will purchase.
The withdrawal deadline relating to the Tender Offers has not been
amended and occurred at 5:00 p.m., New York City time, on
September 23, 2009. Notes previously tendered and Notes that are
tendered after the withdrawal deadline may no longer be withdrawn.
In addition, holders who validly tender their Notes after the
early tender deadline and prior to the Expiration Time will
receive only the applicable "Tender Offer Consideration"
specified.
The settlement date is expected to be October 8, 2009, unless a
Tender Offer is extended by the Company or a Tender Offer is
earlier terminated.
The Company may change the Maximum Payment Amount at any time,
with the result that more or less 2011 Notes and 2013 Notes may be
accepted for purchase.
The obligation of the Company to accept for payment and to pay for
the Notes in any of the Tender Offers is subject to the
satisfaction or waiver of several conditions. Any condition may
be waived by the Company with respect to any one or more of the
Tender Offers.
The Company has retained Citi to serve as dealer manager in
connection with the Tender Offers and the Consent Solicitation.
Global Bondholder Services Corporation has been retained to serve
as the depositary and to serve as information agent.
For additional information regarding the terms and conditions of
the Tender Offers and the Consent Solicitation, please contact the
Dealer Manager at (800) 558-3745 (toll free). Requests for
documents and questions regarding the Tender Offers and the
Consent Solicitation may be directed to Global Bondholder Services
Corporation at (212) 430-3774 (collect) or (866) 470-3900 (toll
free).
None of the Company, its board of directors, the Dealer Manager,
the Depositary and Information Agent, or the trustee with respect
to the Notes is making any recommendation as to whether holders of
the Notes should tender any Notes in response to any of the Tender
Offers or grant consents in the Consent Solicitation. Holders
must make their own decision as to whether to tender their Notes,
and, if so, the principal amount of Notes to tender.
About Standard Pacific
Standard Pacific Corp. -- http://www.standardpacifichomes.com/--
one of the nation's largest homebuilders, has built more than
108,000 homes during its 43-year history. The Company constructs
homes within a wide range of price and size targeting a broad
range of homebuyers. Standard Pacific operates in many of the
largest housing markets in the country with operations in major
metropolitan areas in California, Florida, Arizona, the Carolinas,
Texas, Colorado and Nevada. The Company provides mortgage
financing and title services to its homebuyers through its
subsidiaries and joint ventures, Standard Pacific Mortgage, Inc.
and SPH Title.
Standard Pacific generated a net loss of $23.1 million, or $0.10
per diluted share, for the second quarter ended June 30, 2009,
versus a net loss of $249.0 million, or $3.44 per diluted share,
for the year earlier period. As of June 30, 2009, the Company had
$1.91 billion in total assets and $1.56 billion in total
liabilities.
* * *
According to the Troubled Company Reporter on April 1, 2009,
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009. At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.
STATION CASINOS: CBMS Units Get Nod to Tap GD&C as Counsel
----------------------------------------------------------
The Bankruptcy Court has authorized the CMBS Debtors -- FCP MezzCo
Borrower V, LLC, FCP MezzCo Borrower IV, LLC, FCP MezzCo Borrower
III, LLC, FCP MezzCo Borrower II, LLC, FCP MezzCo Borrower I, LLC,
and FCP PropCo, LLC -- to employ Gibson, Dunn & Crutcher LLP, as
their special counsel nunc pro tunc to the Petition Date in
accordance with GD&C's normal hourly rates and disbursement
policies.
Pursuant to each of their respective operating agreements, each
of the CMBS Debtors are "special purpose" entities that are
required to maintain their respective separateness and
independence from each other and the balance of the Debtors
herein. To achieve that status, the respective Operating
Agreement of each of the CMBS Debtors establishes a Board of
Directors of three members and expressly mandates that two of the
Directors be "Independent Directors" as defined in each the
operating agreement.
One key requirement of an Independent Director is that he or she
not be a member, manager, officer or employee of any "Affiliate"
of any of the other Debtors herein. The operating agreements
also obligate each of the CMBS Debtors to "maintain an arm's
length relationship with any Affiliate".
Since the current cases involve both the CMBS Debtors and other
Affiliated Debtors, two sets of counsel are required for each
CMBS Debtor to insure that each of the CMBS Debtors operates
within the limited scope of its authority by faithfully observing
at all times each of the requirements imposed upon the CMBS
Debtors within their respective operating agreements. To do so,
the CMBS Debtors anticipate that GD&C will monitor the status of
the cases as they relate to the CMBS Debtors and, to the extent
that the interests of any CMBS Debtor, on the one hand and SCI,
or any of the other affiliated debtors on the other hand, are
determined to be in actual or potential conflict or may raise
issues as to independence and separateness of the CMBS Debtors by
either the CMBS Debtors or a majority of the Board of Directors
of the CMBS Debtors, GD&C will provide general legal services, as
needed, arising from any matters where a conflict or a potential
conflict of interest as to independence and separateness of the
CMBS Debtors may exist in order to insure that the CMBS Debtors
are, and at all times, remain, independent from SCI as mandated
by the respective operating agreements of each of the CMBS
Debtors and to insure that the CMBS Debtors are obtaining
independent advice in the Cases.
GD&C as special counsel will provide legal advice and perform
legal services with respect to:
(a) Board of Directors matters and determinations;
(b) the Master Lease and, in particular, represent the
separate and independent interests of the CMBS Debtors;
and
(c) advice with respect to the corporate implementation of any
restructuring, including the related documentation; and
general corporate matters.
The CMBS Debtors will pay and reimburse GD&C for fees and out-of-
pocket expenses incurred in the Debtors' Cases. GD&C's hourly
rates for its attorneys ranges from $295 to $895.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel. The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
STATION CASINOS: CMBS Debtors Get Nod for FTI as Fin'l Advisors
---------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, the Court has
authorized the CMBS Debtors -- FCP MezzCo Borrower V, LLC, FCP
MezzCo Borrower IV, LLC, FCP MezzCo Borrower III, LLC, FCP MezzCo
Borrower II, LLC, FCP MezzCo Borrower I, LLC, and FCP PropCo, LLC
-- to employ FTI Consulting, Inc., as their financial advisors
nunc pro tunc to the Petition Date in accordance with the
conditions of the engagement agreement.
Pursuant to the terms of an Engagement Letter, FTI will provide
consulting and advisory services as FTI and the CMBS Debtors deem
appropriate and feasible to insure that the CMBS Debtors are, and
at all times, remain, independent from SCI as mandated by the
respective operating agreements of each of the CMBS Debtors and
to insure that the CMBS Debtors are obtaining independent advice
in the Chapter 11 cases.
FTI will render various services to the CMBS Debtors with respect
to matters where the interests of any CMBS Debtor, on the one
hand and SCI, or any of the other affiliated debtors on the other
hand, are determined to be in actual or potential conflict by
either the CMBS Debtors or a majority of the Board of Directors
of the CMBS Debtors including, but not limited to:
(a) analysis of the business plan, projections and other
forecasts prepared by or on behalf of the CMBS Debtors;
(b) analysis of the assets, liabilities and financial
statements of the CMBS Debtors;
(c) assistance evaluating various resolutions that may be
brought before the Boards of Directors of the CMBS
Debtors; and
(d) other work as may be requested by the CMBS Debtors and
agreed to by FTI.
FTI has asked that it be engaged under a general retainer. The
CMBS Debtors believe that FTI should be employed under a general
retainer because of the variety and complexity of the services
that will be required during the proceedings.
FTI has performed certain prepetition financial advisor services
on behalf of CMBS Debtors in connection with the preparation of
the Chapter 11 cases. Pursuant to the Engagement Letter, FTI
received from the CMBS Debtors total "on account" cash in the
amount of $250,000 prepetition. Since commencing the engagement,
FTI has applied against the on-account cash the aggregate
prepetition amount of $217,483, which amount reflects $211,915
billed to the CMBS Debtors for professional services and $5,567
for out of pocket expense reimbursement. Upon the filing of the
petition, the remaining On-Account Cash balance retained by FTI
was $32,516, where it stands currently as well.
The CMBS Debtors will pay and reimburse FTI for fees and out-of-
pocket expenses incurred by FTI in the CMBS Debtors' Cases.
FTI's hourly rates are:
Professional Hourly Rate
------------ -----------
Senior Managing Director $710-825
Directors and Managing Directors $525-685
Associates and Consultants $255-480
Administration and Paraprofessionals $105-210
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel. The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
STATION CASINOS: Wins Nod for Fin'l Advisors for SL Committee
-------------------------------------------------------------
The Bankruptcy Court has authorized Station Casinos Inc. and its
affiliates to employ Odyssey Capital Group, LLC, as financial
advisor and investment banker to the Special Litigation Committee
of the Board of Directors of Station Casinos, Inc., in accordance
with the conditions set forth in the Application and under the
parties' engagement.
he Debtors engaged Odyssey pursuant to an engagement letter
dated April 10, 2009, to report to legal counsel for the Special
Litigation Committee with respect to an independent investigation
of potential claims against the Debtors arising out of the
acquisition in 2007 of SCI by Fertitta Colony Partners LLC,
Fertitta Partners, LLC, and FCP Vote Co, LLC.
The Debtors seek to continue the employment of Odyssey to render
all necessary financial advisor and investment banker services to
the Special Litigation Committee and its legal counsel may be
required in conducting an independent investigation, including,
but not limited to:
(a) reviewing and analyzing the financial analysis performed
by SCI's financial advisors with respect to the
Transaction to determine if it was reasonable;
(b) reviewing and analyzing SCI's solvency, on a going concern
basis, at the time of and following the Transaction;
(c) conducting interviews with management;
(d) attending meetings of the Special Litigation Committee;
(e) providing testimony, as necessary, with respect to matters
which it has been engaged to advise the Special Litigation
Committee on in any proceeding before the Bankruptcy
Court;
(f) being available to the Special Litigation Committee and
its legal counsel to assist them regarding the services to
be provided; and
(g) any other services requested by the Special Litigation
Committee or its legal counsel.
Odyssey's hourly rates are:
Professional Hourly Rate
------------ -----------
Partners and Managing Directors $495 - $450
Associates $425 - $395
The Debtors will pay and reimburse Odyssey for fees and out-of-
pocket expenses incurred by Odyssey in the Debtors' Cases.
About Station Casinos
Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.
Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel. The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor. Kurtzman Carson
Consultants LLC is the claims and noticing agent.
In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009. About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.
Bankruptcy Creditors' Service, Inc., publishes Station Casinos
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of Station Casinos Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
STERLING MINING: Fined $50,000 for Breaches at Sunshine Mine
------------------------------------------------------------
Becky Kramer at The Spokesman-Review reports that Sterling Mining
Co. has been fined $50,000 for violating its federal pollution
discharge permit at the Sunshine Mine and Mill complex in Silver
Valley, Idaho.
According to The Spokesman-Review, the Environmental Protection
Agency Sterling Mining breached its permit 82 times between April
2007 and September 2008, surpassing discharge limits for
manganese, iron and total suspended solids. Citing the agency,
the report states that Sterling Mining discharged mine tailing
sands into Big Creek.
The Spokesman-Review relates that Sterling Mining agreed to pay
the fine, but neither admitted or denied guilt. The report says
that the payment is due this month, subject to the approval of the
U.S. Bankruptcy Court.
Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District. The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001. Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.
As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities. In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.
Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178). Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.
STONE CONNECTION: Files Chapter 11 in Atlanta, Georgia
------------------------------------------------------
Stone Connection Inc. filed for Chapter 11 protection in Atlanta.
The Company's sales of $39.7 million in 2007 contracted to
$25.8 million in 2008 and shrunk to $11 million for the first
eight months of 2009. Stone Connection Inc. is a distributor of
architectural stone and tiles from Norcross, Georgia.
Stone Connection filed for Chapter 11 on Sept. 28, 2009, (Bankr.
N.D. Georgia Case No. 09-85337). G. Frank Nason IV, Esq., at
Lamberth, Cifelli, Stokes Ellis & Nason, presides over the case.
The schedules attached to petition say the Company has assets of
$11,483,480 against debts of $12,500,002. Stone Connection said
it owes $1.8 million owing to the secured lender Wachovia Bank NA.
SUN-TIMES MEDIA: Many Unions Snub Jim Tyree's Purchase Offer
------------------------------------------------------------
The Associated Press reports that several unions at the Sun-Times
Media Group have objected Jim Tyree's offer to acquire the
Company. Mr. Tyree said that all the unions must agree lock in
what were originally intended to be temporary wage cuts and other
concessions or he'll have no choice but to walk away, The AP
relates. No other bids are being placed for Sun-Times, says The
AP. According to the report, Sun-Times Media executives warn
there's only a matter of weeks to accept the deal before it falls
through for good. Sun-Times Media chairperson Jeremy Halbreich
says the Company's financial situation is dire and it doesn't have
the cash to hold out until December, the report states.
Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets: SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago. The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.
Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts. Kurtzman
Carson Consultants LLC is the Debtors' claims agent. As of
November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.
SUNWEST MANAGEMENT: Regulators Try to Block Reorganization Plan
---------------------------------------------------------------
Michael Rose at Statesman Journal reports that the Oregon
Department of Consumer and Business Services and the U.S.
Securities and Exchange Commission have filed motions objecting
Sunwest Management's reorganization plan.
Statesman Journal relates that under the plan, Sunwest Management
officials will get a $75,000-per-year payment each for three
years, as well as a 5% to 25% stake in the reorganized company.
Sunwest Management's proposed reorganization would create a real
estate investment trust, says the report.
Oregon regulators said in court documents that insiders shouldn't
be entitled to anything "except to pay restitution" to investors.
According to Statesman Journal, the SEC claims that the plan would
"undermine the public's confidence" and provide "a windfall to the
very people accused by the (SEC) of profiting from securities
fraud."
Michael Grassmueck, the receiver appointed by the court to oversee
Sunwest Management's operation, said that there would have been a
costly legal battle to gain control of Sunwest insiders Jon
Harder, Darryl Fisher and Wally Gutzler's interests, Statesman
Journal states. According to the report, Mr. Grassmueck said that
the proposed $75,000-a-year payments for the insiders would kick
in right away, but investors must be paid $500 million before
Messrs. Harder, Fisher and Gutzler would start to receive the
benefit of any equity in the Company.
Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- is one of the largest private
senior living providers in the country and is a significant Oregon
employer.
In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.
The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.
Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy. Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008. On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.
TATANKA HOTEL DEVELOPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Tatanka Hotel Development Partners, LLC
260 Crandon Blvd., Suite #32
Miami, FL 33149
Case No.: 09-20976
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Debtor's Counsel: Mark E. Macy. Esq.
Macy Law Office, P.C.
217 West 18th Street
Cheyenne, WY 82001
Tel: (307) 632-4100
Email: macylaw@wyoming.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
TEGAL CORPORATION: Posts $2.6MM Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Tegal Corporation posted a net loss of $2,607,000 for three months
ended June 30, 2009, compared with a net loss of $792,000 for the
same period in 2008.
The Company's balance sheet at June 30, 2009, showed total assets
of $31,697,000, total liabilities of $4,661,000 and a
stockholders' equity of $27,036,000.
A full-text copy of the Company's Form 10-Q is available for free
at http://ResearchArchives.com/t/s?45f5
Tegal Corporation (NASDAQ:TGAL) designs, manufactures, markets and
services plasma etch and deposition systems that enable the
production of micro-electrical mechanical systems, power
integrated circuits and optoelectronic devices found in products
like smart phones, networking gear, solid-state lighting and
digital imaging. The Company's plasma etch and deposition tools
enable manufacturing techniques, such as three dimensional
interconnect structures formed by intricate silicon etch, also
known as Deep Reactive Ion Etching. Etching and deposition
constitute two of the principal device production process steps
and each must be performed numerous times in the production of
such devices. In May 2009, the Company established Tegal France,
a wholly owned subsidiary.
Going Concern Doubt
On June 25, 2009, Burr, Pilger & Mayer LLP in San Francisco,
California, expressed substantial doubt about Tegal's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended March 31, 2009, and 2008.
The auditor noted that the Company suffered recurring losses from
operations, experienced a significant decrease in demand for its
products, and is evaluating certain strategic alternatives which
may significantly alter its ability to recover its assets in the
normal course of business over the next twelve months.
TENNESSEE ENERGY: S&P Downgrades Senior Debt Ratings to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior secured debt
ratings on Tennessee Energy Acquisition Corp.'s $2 billion gas
project revenue bonds series 2006A to 'BB+' from 'BBB'. The
outlook is negative.
The rating and outlook on the series 2006A bonds is currently
linked to the rating and outlook of MBIA Insurance, with
guarantees the debt service reserve repurchase agreement provided
by MBIA Inc. The repurchase agreement has been deemed to be
insufficient to delink the ratings on MBIA Insurance from the
ratings on the series 2006A bonds under Standard & Poor's
counterparty criteria. The overcollateralization levels and
permitted securities under the repurchase agreement are below the
threshold required by Standard & Poor's. In addition, the
repurchase agreement does not include a covenant related to
additional collateral and replacement as required under S&P's
criteria.
On Sept. 28, 2009, S&P downgraded MBIA Insurance and MBIA Inc.
because losses on the group's 2005-2007 vintage direct RMBS and
CDO of ABS could be higher than S&P had expected. However, the
downgrade also reflects potentially increased losses in other
asset classes, including by not limited to CMBS -- for other years
prior to 2005 -- within RMBS.
TRANSDIGM INC: Moody's Assigns 'B3' Rating on $425 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to TransDigm,
Inc.'s proposed $425 million senior sub note issue due July 2014.
Proceeds of the notes will largely be used to pay a dividend to
shareholders and management through a dividend equivalency
program. Moody's also affirmed the B1 Corporate Family and
Probability of Default ratings, the B3 rating on the existing
$575 million 7-3/4% senior sub notes due July 2014 and upgraded
the rating on the $980 million senior secured facility to Ba2 from
Ba3. The rating outlook remained stable.
The B1 CFR remains unchanged despite the very substantial dividend
on the strength of TransDigm's track record of strong free cash
flow generation on a growing revenue and earnings base. The
$425 million (less fees) dividend, approximately $7.50 to $7.70
per share, represents about 100% of reported net income since the
end of fiscal 2003 and illustrates the company's aggressive
financial policy. Nevertheless, Moody's believes that while the
pace of growth will slow due to the current downturn in the
aerospace cycle, TransDigm's strong operating performance will
enable the company to service the increased debt level.
The B1 rating considers TransDigm's strong revenue growth and
operating profitability driven by its broad niche product mix and
its high margin aftermarket focus, product position on most
aircraft, and the proprietary and sole source nature of most of
its product offering. In addition the ratings benefit from the
company's high degree of financial flexibility with its very good
liquidity profile supported by a substantial cash position (in
excess of $150 million) and an undrawn $200 million revolver. The
ratings are constrained by the increase in leverage and high
absolute debt level (over 200% of revenue pro-forma), use of
acquisitions as a primary driver in its growth strategy, and the
shareholder friendly financial policy of releveraging. The
increase in leverage pro-forma the new notes will add about 1x
turn taking Total Debt/EBITDA to about 4.8x on a gross debt basis
and about 4.3x on net debt basis, still within the B1 range.
The rating outlook remains stable as Moody's believes that
TransDigm's broad mix of engineered products covering most
civilian and commercial aircraft and some military platforms will
enable it to maintain its high margins and robust cash flow. The
outlook could become negative or the ratings decline if the
company was to pursue additional equity oriented transactions
without first reducing debt levels or should a fundamental
sustained shift occur in air travel or change in procurement
practices resulting in significant product demand and margin
decline.
The proposed $425 million 7-3/4% senior sub note issue, to be
issued at a discount, is expected to mirror the terms of the
$575 million existing subordinated notes including the final
maturity date of 7/15/2014, thus creating a significant
refinancing concentration. The terms of the existing $980 million
senior secured facility consisting of a $200 million revolving
credit and a $780 million term loan remain unchanged. The rating
of the secured facilities however is upgraded to Ba2, consistent
with Moody's Loss Given Default Methodology, reflecting the
increased proportion of subordinated debt in the company's capital
structure following completion of the proposed transaction and
providing greater loss absorption for the senior secured debt.
Rating Assigned:
* $425 million 7-3/4% senior subordinated notes due 2014, B3
(LGD5, 77%).
Ratings Affirmed:
* Corporate Family Rating, B1;
* Probability of Default Rating, B1;
* $575 million 7-3/4% senior subordinated notes due 2014, B3
(LGD5, 77%) from (LGD5, 84%);
Ratings Upgraded:
* $200 million senior secured revolving credit due 2012, to Ba2
(LGD2, 21%) from Ba3 (LGD2, 29%);
* $780 million senior secured term loan B due 2013, to Ba2 (LGD2,
21%) from Ba3 (LGD2, 29%).
The rating outlook remains stable.
The last rating action for TransDigm was on December 11, 2007 when
the B1 CFR rating was affirmed and the rating outlook was changed
to stable from negative.
TransDigm, Inc., headquartered in Cleveland, Ohio, is a leading
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government.
TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group
Inc. Net sales for the last 12 month period ending 6/27/09 were
approximately $750 million.
TRANSDIGM INC: S&P Assigns 'B-' Rating on $425 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '6' recovery rating to TransDigm Inc.'s proposed
$425 million 7.75% senior subordinated notes due 2014, indicating
expectations of a negligible recovery (0%-10%) in a payment
default scenario. TransDigm will issue the notes via SEC Rule
144A with registration rights, and the notes will have the same
coupon, maturity, and other terms as the existing $575 million
7.75% subordinated notes due 2014. TransDigm will use the net
proceeds from the offering to fund a dividend to its parent,
TransDigm Group Inc. (not rated), which will then make a special
dividend to shareholders. At the same time, Standard & Poor's
affirmed its other ratings on the aerospace supplier, including
the 'B+' corporate credit rating. The outlook is stable.
Although the estimated $410 million debt-financed dividend will
result in increased leverage and the commercial aerospace industry
is currently in a cyclical downturn, S&P expects credit protection
measures to remain appropriate for the rating over the next year.
"Although the commercial aerospace market is in a downturn and the
debt-financed dividend will result in weaker credit protection
measures, the proven ability to control costs and maintain high
margins should enable TransDigm to maintain a credit profile
consistent with current ratings," said Standard & Poor's credit
analyst Lisa Jenkins. Although unlikely, S&P could lower the
ratings if increased leverage to fund acquisitions or significant
dividends or share repurchases results in sustained debt to EBITDA
above 6x. "An upgrade is also unlikely, unless management commits
to a less-aggressive financial policy, with debt to EBITDA staying
below 4x," she continued.
TROY ELEVATOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Troy Elevator, Inc.
dba Davis County Corn to Pork
dba Southeast Iowa Corn to Pork
dba Swine Tech
105 S. Madison Street
Bloomfield, IA 52537
Case No.: 09-04785
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
Southern District of Iowa - Database (Des Moines)
Debtor's Counsel: Donald F. Neiman, Esq.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: (515) 246-5877
Fax: (515) 246-5808
Email: neiman.donald@bradshawlaw.com
Estimated Assets: $10,000,001 to $50,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of at least
$10,499,849, and total debts of $5,554,712.
The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.
TRUMP ENTERTAINMENT: Donald Trump Discloses 8.28% Equity Stake
--------------------------------------------------------------
Donald J. Trump disclosed holding 2,745,758 shares or roughly
8.28% of the common stock of Trump Entertainment Resorts, Inc.
Ace Entertainment Holdings Inc., a New Jersey corporation wholly
owned by Mr. Trump, holds 1,407 common shares.
Competing Plans
As reported by the TCR on August 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump. Under the
agreement reached with the Company, Donald J. Trump and
BNAC, Inc., an affiliate of Beal Bank Nevada, will invest
$100 million cash in the newly private company and become its
owners. Beal Bank and Beal Bank Nevada agreed to amend and
restate a prepetition credit agreement with the partnership
subsidiary of the Company in order to restructure approximately
$486 million in debt. Under the amendment, the debt will be
assumed by the reorganized company post-emergence and the maturity
period for the repayment is extended until December 2020 from the
existing maturity of 2012. Under the Plan, only Beal Bank will
have recovery, and lower ranked creditors would receive nothing.
According to the disclosure statement explaining the Plan, Beal
Bank will recover 94% of its claims.
The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 say that they have a "superior plan". The Noteholders
noted that, in stark contrast to the Insider Plan, their plan
would deliver far more value to all constituencies. The salient
terms of the Noteholder Plan are:
-- A capital contribution of $175 million in new equity capital
in the form of a rights offering backstopped by certain
holders of the Senior Secured Notes.
-- The Noteholder Plan further contemplates the sale of the
Trump Marina Hotel Casino to Coastal Marina, LLC for
$75 million, net of certain deposits and the dismissal of
the litigation commenced by the Debtors against, among
others, Richard T. Fields and Coastal Development, LLC
-- Beal Bank would receive a cash pay down equal to the
proceeds from the Marina Sale, plus $75 million from the
proceeds of a rights offering. In addition, Beal Bank would
receive new debt at an interest rate to be determined by the
Court sufficient to provide Beal Bank with the present value
of Beal's allowed secured claim.
-- Holders of the Senior Secured Notes, together with eligible
holders of general unsecured claims, will be entitled to
receive their pro rata share of (a) 5% of the common stock
of the reorganized Debtors, and (b) subscription rights to
acquire 95% of the New Common Stock. In addition, holders
of general unsecured claims that are not eligible to receive
subscription rights would be entitled to receive their pro
rata share of a fixed pool of cash.
Copies of the Insider Plan and the explanatory Disclosure
Statement are available for free at:
http://bankrupt.com/misc/Trump_Chapter11Plan.pdf
http://bankrupt.com/misc/Trump_DiscStatement.pdf
Copies of the Noteholder Plan and explanatory Disclosure Statement
are available for free at:
http://bankrupt.com/misc/Trump_Noteholders_DS.pdf
http://bankrupt.com/misc/Trump_Noteholders_Plan.pdf
About Trump Entertainment
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino. The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company. The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654). The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor. Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.
TRUMP ENTERTAINMENT: New Century Wants to Join in Restructuring
---------------------------------------------------------------
Reuters reports that New Century Investments said that it wants to
participate in Trump Entertainment Resorts Inc's restructuring,
although it didn't provide details about how it plans to do so.
New Century said in a statement that it has been following Trump
Entertainment since late 2008 and now believed it was "time for us
to make our move."
Citing Trump Entertainment CEO Mark Juliano, Reuters relates that
New Century had previously expressed interest in the Company, but
could not "verify their financial wherewithal". According to
Reuters, Mr. Juliano said that he was surprised by New Century's
announcement, adding that the Company last spoke to the fund in
February 2009 and has not heard from it since.
Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino. The Company
conducts gaming activities and provides customers with casino
resort and entertainment.
Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company. The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.
Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654). The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor. The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of December 31,
2008.
Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925). Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.
UAL CORP: Plans Common Stock & Convertible Notes Public Offering
----------------------------------------------------------------
UAL Corporation will offer, subject to market and other
conditions, 19 million shares of its common stock in an
underwritten registered public offering. In connection with this
offering, the Company intends to grant the underwriters an over-
allotment option with respect to an additional 2.85 million shares
of its common stock.
The Company also plans to offer, subject to market and other
conditions, $175 million aggregate principal amount of convertible
senior notes due 2029 in a concurrent underwritten registered
public offering. In connection with this offering, the Company
intends to grant the underwriters an over-allotment option with
respect to an additional $26.25 million aggregate principal amount
of convertible senior notes.
Neither the completion of the convertible senior notes offering
nor the completion of the common stock offering will be contingent
on the completion of the other. The Company intends to use the
net proceeds from both offerings for general corporate purposes.
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
and Goldman, Sachs & Co. will act as joint book-running managers
of both offerings.
Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc. United Airlines is the world's second largest air
carrier. The airline flies to Brazil, Korea and Germany.
The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts. Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy. Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006. The company emerged from bankruptcy protection
on February 1, 2006.
(United Airlines Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)
* * *
As reported by the TCR on June 12, 2009, Fitch Ratings has
downgraded the issuer debt rating to 'CCC' from 'B-' for UAL Corp.
and its principal operating subsidiary United Airlines, Inc.
The downgrade reflects Fitch's view that the airline's credit
profile is likely to weaken further, as extreme pressure in the
revenue environment continues to undermine the positive cash flow
impact of lower jet fuel prices in 2009.
UNITED SITE: Moody's Downgrades Corporate Family Rating to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability-of-default ratings of United Site Services, Inc., to
Caa3 from Caa1. Moody's also downgraded the rating on the first
lien revolving credit facility to B2 from B1 and the rating on the
second lien term loan to Caa3 from Caa1. The ratings outlook
remains negative.
The downgrade reflects the company's continued weak financial
performance, deteriorating credit metrics, and the likelihood for
increased pressure on already weak cash flows as USS' option to
defer cash interest payments on its mezzanine loan has expired.
The downgrade also considers the prospects for continued weakness
in the residential/commercial construction markets, which are
primary demand drivers for the company's portable sanitation
solutions. Notwithstanding these challenges, the rating derives
modest support from the company's large-scale within the portable
sanitation market, its cash position, as well as the benefits from
its ongoing cost reduction initiatives.
These ratings were downgraded:
* Corporate Family Rating to Caa3 from Caa1;
* Probability-of-Default Rating to Caa3 from Caa1;
* $100 million senior secured first lien revolving credit facility
due 2012 to B2 (LGD1, 6%) from B1 (LGD1, 6%);
* $265 million senior secured second lien term loan due 2013 to
Caa3 (LGD3, 46%) from Caa1 (LGD3, 47%).
The negative outlook reflects Moody's concern over the company's
ability to improve its revenues and earnings given the prospects
for a protracted weakness in its construction end-markets as well
as concerns over the company's liquidity and cash flow as the
interest payment obligations on the company's mezzanine loan
turned cash-pay in September 2009.
The last rating action for USS occurred on November 18, 2008 when
Moody's downgraded the USS CFR to Caa1 from B3. Moody's also
downgraded the first lien revolving credit facility to B1 from Ba3
and the second lien term loan to Caa1 from B3.
United Site Services, Inc. headquartered in Westborough, MA, rents
and services a comprehensive line of portable restrooms, temporary
fencing, temporary electric equipment and storage containers to a
broad range of customers including construction contractors,
special events planners, private individuals, commercial
establishments and governmental agencies. The company is
privately held.
US SHIPPING: Pre-Arranged Plan Confirmed by Bankruptcy Court
------------------------------------------------------------
U.S. Shipping Partners, L.P. announced October 1 that the
Bankruptcy Court for the Southern District of New York has
confirmed its Plan of Reorganization. The confirmation order is
the last step in the Company's pre-arranged Chapter 11
restructuring. U.S. Shipping Partners will emerge from Chapter 11
when the plan becomes effective, which is expected to occur in
approximately 10-20 days.
On the effective date, the Company will be renamed U.S. Shipping
Corp and will have a new corporate structure and Board of
Directors. The Company will continue to be led by a seasoned team
of executives, including Joseph Gehegan who will become President
and Chief Executive Officer, Albert Bergeron who will join as Vice
President and Chief Financial Officer and Jeffrey Miller, Vice
President and Head of Chartering.
"Today is an important day in the history of our Company," said
Joseph Gehegan, in an October 1 statement. "We have successfully
restructured our balance sheet to reduce leverage and improve
liquidity. We were able to continue business as usual during the
restructuring, including paying vendors in the ordinary course of
business. The Company will continue normal operations through the
remainder of the case."
"We are most appreciative of the trust, confidence and loyalty our
customers have shown us and the hard work and dedication
demonstrated by our employees," Mr. Gehegan said. "We remain
committed to the highest standards of operation and care for
health, safety and the environment, and to delivering the superior
service for which U.S. Shipping is known."
Ronald L. O'Kelley will complete his tenure as CEO of the U.S.
Shipping Partners L.P. upon its emergence from Chapter 11. In
doing so, Mr. O'Kelley will have delivered on his commitment to
the Board, made when he assumed the role of CEO, to reduce the
Company's leverage and improve its liquidity.
"It has been an exciting, but very challenging time as the Company
dealt with a significant drop in demand and greater competition
that placed increased pressure on the Company's cash flow from
operations," O'Kelley said. "The decision to pursue a Chapter 11
reorganization came only after extensive efforts were made to
improve the Company's liquidity and pursue other strategic
alternatives. Now that our debt restructuring is nearly complete,
we have accomplished what was needed at this point in the
Company's history. As I evaluate new opportunities, I wish to
thank everyone involved in the process. It was a great team
effort."
The consensual restructuring plan, among other things, provides
that $100 million of second lien debt will be extinguished in
exchange for 50% of the equity of the reorganized company, and
reduces the first lien debt, including swaps, by approximately $55
million and reinstates the remaining $300 million at an improved
rate of interest. The holders of the first lien debt are also
receiving 50% of the equity of the reorganized company. The
existing and outstanding common units, subordinated units and
general partnership interests of the Company will be cancelled
without the payment of any amount to the holders thereof.
About U.S. Shipping Partners
U.S. Shipping Partners L.P. (PINKSHEETS: USSPZ) --
http://www.usslp.com/-- is a leading provider of long-haul marine
transportation services for refined petroleum, petrochemical and
commodity chemical products in the U.S. domestic coastwise trade.
The Company's existing fleet consists of twelve tank vessels: four
integrated tug barge units; one product tanker; three chemical
parcel tankers and four ATBs.
The Company and its affiliates filed for Chapter 11 bankruptcy
protection on April 29, 2009 (Bankr. S.D.N.Y. Case No. 09-12711).
Alfredo R. Perez, Esq., at Weil Gotshal & Manges, assists the
Debtors in their restructuring efforts. The U.S. Trustee for
Region 2 appointed three creditors to serve on the Official
Committee of Unsecured Creditros. Craig A. Wolfe, Esq., Kelley
Drye & Warren LLP, represent the Committee. U.S. Shipping listed
$717,443,000 in assets and $606,534,000 in debts as of
September 30, 2008.
UVRP LLC: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: UVRP, LLC
1180 W. Peckham Lane
Reno, NV 89509
Bankruptcy Case No.: 09-53451
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Nevada (Reno)
Debtor's Counsel: William D. Cope, Esq.
595 Humboldt St
Reno, NV 89509
Tel: (775) 333-0838
Email: cope_guerra@yahoo.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
According to the schedules, the Company has assets of at least
$9,442,621, and total debts of $17,503,264.
A full-text copy of the Debtor's petition, including a list of its
13 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/nvb09-53451.pdf
The petition was signed by Robert N. Fitzgerald, member of the
Company.
VENOCO INC: Moody's Affirms Corporate Family Rating at 'B3'
-----------------------------------------------------------
Moody's Investors Service affirmed Venoco's B3 Corporate Family
Rating and assigned a Caa2 (LGD 5, 89%) rating to its proposed
$150 million senior unsecured notes due 2017 and upgraded its
second lien term loan rating to B3 (LGD 3, 46%) from Caa1 (LGD 4,
59%). Moody's also affirmed Venoco's B3 Probability of Default
Rating and SGL-3 Speculative Grade Liquidity rating. Proceeds
from the proposed note issuance will be used to redeem the
company's 8.75% senior unsecured notes due 2011. The rating
outlook is stable.
The ratings affirmation reflects Venoco's scale and
diversification, with cash flows supported by a fairly durable
core reserve base, a high proportion of oil production and a
significant hedging program. The ratings are also supported by
the company's improving operating track record, particularly in
the West Montalvo field and Sacramento Basin, its numerous
exploitation opportunities, and the company's more manageable debt
maturity profile.
Venoco's B3 Corporate Family Rating remains constrained by
elevated financial leverage. Despite the company's debt reduction
from the sale of its principal interests in the Hastings complex
in February of this year, leverage remains high, as measured by
debt/proved develop reserves (approximately $16/boe, pro forma for
the Hastings sale) and debt/average daily production
($35,000/boe).
Moody's believes that, given its capital needs, Venoco will have
limited opportunities to reduce its financial leverage profile
over the near-term. The company has a very high level (50%) of
pro forma proved undeveloped reserves that require substantial
capital to develop. While pro forma production is expected to
grow 6% in 2009, and spending should remain within cash flow in
the second half of 2009, production in 2010 is expected to be
essentially flat and capital expenditures are expected to exceed
cash flow generation. Venoco is seeking additional funding of its
2010 capital program through asset sales, joint venture
transactions or equity, which could help alleviate leverage. In
addition, the company benefits from flexibility in its capital
program as a result of its high degree of operational control of
its properties and fairly long proved developed reserve life.
A positive rating outlook or rating action could occur if Venoco
is successful in growing proved developed reserves relative to
debt at reasonable costs and is able to avoid material debt
financed cash flow deficits as a result of its capital spending
plans. On the other hand, the ratings could be subject to
negative pressure if Venoco's sequential quarterly production
trends significantly deteriorate or the company's liquidity
diminishes.
Under Moody's Loss Given Default Methodology, the proposed senior
unsecured notes are rated two notches below Venoco's B3 Corporate
Family Rating, reflecting their contractual subordination to the
company's second lien term loan and the revolving bank credit
facility, which has a first lien priority on the assets. The one
notch upgrade of the second lien term loan reflects a lower
expected loss driven by the additional debt cushion provided by
the proposed $150 million in unsecured notes.
Moody's most recent rating action on Venoco was taken on
September 2, 2008, in which Moody's changed Venoco's rating
outlook to stable from negative.
Venoco, Inc., is headquartered in Denver, Colorado.
VENOCO INC: S&P Assigns 'CCC+' Rating on $150 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
and a recovery rating to Venoco Inc.'s proposed $150 million
senior unsecured notes due 2017. The issue-level rating is 'CCC+'
(two notches below the corporate credit rating). The recovery
rating is '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.
At the same time, S&P raised the issue-level rating on Venoco's
second-lien term loan and existing 8.75% senior notes to 'BB-'
(two notches above the corporate credit rating) from 'B' and
revised the recovery rating to '1', indicating S&P's expectation
of very high recovery (90%-100%) in the event of a payment
default, from '3'.
"The change in issue-level ratings and revised recovery ratings on
the second-lien debt reflects the pending repayment of the notes,
which are secured on a pari passu basis with the second-lien term
loan," said Standard & Poor's credit analyst Amy Eddy. Net
proceeds from the offering are expected to be $145 million. The
company plans to use those proceeds, combined with a roughly
$7 million draw under its revolver to cover transaction fees and
the call premium, to redeem the existing 8.75% senior notes. Once
the existing 8.75% notes are called, S&P expects to withdraw the
rating on that issue. Furthermore, upon retirement of the
existing 8.75% notes, the maturity date on the second-lien loan
will automatically extend to May 2014 from September 2011.
The ratings on independent exploration and production company
Venoco reflect its highly leveraged financial profile, limited
cushion under its leverage covenant, and significant geographic
concentration in California. The ratings also reflect the
company's considerable hedging program and production weighted
toward oil where price realizations are generally higher.
The stable outlook is based on S&P's view that the company will
keep its spending within cash flow for the remainder of 2009 and
that its liquidity will remain near current levels. S&P could
consider a negative action if leverage exceeds 5x, or if debt to
EBITDA per the company's covenant calculation approaches 4x and
the company is unable to get an amendment or waiver. Although
commodity prices, especially oil, have improved, S&P consider a
positive rating action unlikely in the near term given the limited
cushion under the company's leverage covenant, geographic
concentration, especially in regard to its offshore operations,
and its highly leveraged financial profile.
VECTRIX CORP: Proposes GH-Led Auction on October 29
---------------------------------------------------
Vectrix Corporation has a deal to sell its business to GH Venture
Partners LLC. However, it wants to further market test through an
auction. Vectrix seeks approval from the Bankruptcy Court to set
an October 27 deadline for bids for its assets. It plans to
conduct an auction on October 29 if qualified bids in addition to
GH's are received by the deadline. Vectrix will present the
results of the auction to the Bankruptcy Court on October 30.
Vectrix said Sept. 28 it has entered into an asset purchase
agreement to sell most of its assets to New Vectrix LLC, a
Delaware limited liability company sponsored by GH Venture
Partners LLC.
Under the Asset Purchase Agreement, New Vectrix LLC would purchase
substantially all of the Company's assets and assume certain of
the Company's liabilities. Providing New Vectrix LLC is the
winning bidder they have also agreed to extend warranty coverage
on the Vectrix vehicles previously sold to dealers and consumers
up to a US$2,000,000 cap for claims filed 60 days post-petition.
The total purchase price consists of a cash payment of
US$1,750,000 plus the assumption of up to US$3,306,000 in
specified liabilities for a total purchase price of up to
US$5,056,000, but is subject to higher and better bids, approval
of the Bankruptcy Court and customary closing conditions. The
Company expects to engage in a bidding process with other
interested parties.
Those interested in submitting bids should contact:
John D. McGuinness
Chief Financial Officer
Telephone: at 401-848-9993 ext 103
E-mail: jmcguinness@vectrixusa.com
About Vectrix Corporation
Vectrix Corporation (AIM: VRX) -- http://www.vectrix.com/-- was
formed in 1996 to develop and commercialize zero-emission vehicle
platform technologies focused on two-wheel applications. The
single focus of Vectrix has been to provide clean, efficient,
reliable and affordable urban transportation. Vectrix Corporation
has headquarters in Middletown, R.I., engineering and test
facilities in New Bedford, Mass., sales offices in the UK and a
manufacturing facility in Wroclaw, Poland.
Vectrix filed for Chapter 11 on Sept. 28, 2009 (Bankr. D. Del.
Case No. 09-13347). Garvan F. McDaniel, Esq., at Bifferato
Gentilotti LLC, represents the Debtor in its restructuring effort.
The petition says that assets and debts are between $10,000,001 to
$50,000,000.
VIRGIN MOBILE: Sprint to Apply Discount to PCS Deal Charges
-----------------------------------------------------------
Virgin Mobile USA, L.P., the operating company of Virgin Mobile
USA, Inc., on September 25, 2009, entered into a Letter Agreement
with Sprint Spectrum, L.P., which amended the Amended and Restated
PCS Services Agreement between the Company and Sprint Spectrum,
L.P., dated October 16, 2007, as amended.
Pursuant to the Letter Agreement, Sprint will apply a discount to
the total charges under the PCS Services Agreement for voice and
data services for each monthly billing cycle from August 1, 2009
through December 31, 2009.
About Virgin Mobile USA
Virgin Mobile USA, Inc. (NYSE:VM) is a mobile virtual network
operator, commonly referred to as an MVNO, offering prepaid, or
pay-as-you-go, and, following the acquisition of Helio LLC in
August 2008, postpaid wireless communications services, including
voice, data, and entertainment content, without owning a wireless
network. The Company uses the "Virgin Mobile" name and logo under
license from Virgin Enterprises Ltd. The Company offers its
services over the nationwide Sprint PCS network under the terms of
the PCS Services Agreement between the Company and Sprint Nextel
Corporation.
On July 28, 2009, Sprint Nextel and the Company announced that
their boards of directors have approved a definitive agreement for
Sprint Nextel to acquire the Company in an all equity deal. Each
of the Company's stockholders, except for the Virgin Group and SK
Telecom, will receive the equivalent of $5.50 in Sprint Nextel
common shares for each share of the Company's Class A common
stock, but in no event will the exchange ratio be less than 1.0630
or greater than 1.3668. The Virgin Group and SK Telecom will
receive 93.09% and 89.84%, respectively, of that received by the
Company's other stockholders. The transaction is subject to the
approval of the Company's stockholders as well as customary
conditions and regulatory approvals. Sprint Nextel and the
Company expect the transaction to close in the fourth quarter of
2009 or early 2010.
At June 30, 2009, the Company had $320.68 million in total assets
and $577.35 million in total liabilities. At June 30, 2009, the
Company had $267.16 million in stockholders' deficit attributable
to Virgin Mobile USA Inc., $10.49 million in non-controlling
interest, and $256.66 million in total deficit.
VITESSE SEMICONDUCTOR: Has Lenders' Forbearance Until Oct. 9
------------------------------------------------------------
Vitesse Semiconductor Corporation, a provider of advanced
integrated circuit solutions for Carrier and Enterprise networks,
announced October 1 that it has entered into forbearance
agreements with the holders of more than 93% of its 1.5%
Convertible Subordinated Debentures due 2024 and with the holder
of Vitesse's $30.0 million senior secured loan.
The forbearance agreements provide Vitesse additional time to
negotiate a restructuring of its indebtedness. Under the terms of
these forbearance agreements the holders of over 93% of the 2024
Debentures and the lenders for the senior secured loan have agreed
to forbear from pursuing any remedies with respect to the
collection of the 2024 Debentures or the senior secured loan until
12:00 pm (EDT) on October 9, 2009. Vitesse and the holders of the
2024 Debentures and the lenders of the senior secured loan are
actively negotiating the terms of a potential restructuring
arrangement of the 2024 Debentures and the senior secured loan
with the objective of reaching agreement by the end of the
forbearance period.
Any restructuring arrangement of Vitesse's 2024 Debentures and
senior secured loan is subject to negotiation and execution of
definitive agreements. Until such definitive agreements are
negotiated in their entirety and executed, there can be no
assurance that any debt restructuring will be completed by the end
of the forbearance period or at all. In the event that Vitesse is
not able to successfully negotiate and complete a debt
restructuring, Vitesse intends to explore other available
restructuring and reorganization alternatives.
About Vitesse Semiconductor
Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse
portfolio of high-performance, cost-competitive semiconductor
solutions for Carrier and Enterprise networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-
SONET, Optical Transport, and other applications. Additional
company and product information is available at
Vitesse is a registered trademark in the United States and/or
other jurisdictions of Vitesse Semiconductor Corporation. All
other trademarks or registered trademarks mentioned herein are the
property of their respective holders.
Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.
W R GRACE: Court OKs Amended Allstate Insurance Agreement
---------------------------------------------------------
Judge Judith Fitzgerald authorized W.R. Grace & Co., Inc., to
enter into an amended agreement with Allstate Insurance Company,
solely as successor in interest to Northbrook Excess and Surplus
Insurance Company, formerly known as Northbrook Insurance Company.
The Amended Agreement confers principal benefits on the Debtors'
estate, in relation to an agreement in 1996, which fully resolved
disputes between the parties regarding coverage for asbestos-
related claims against Grace.
The benefit of the bargain negotiated by Grace and Allstate in the
1996 Agreement is made available to the Trust without the need for
litigation to enforce either the assignment of the 1996 Agreement
by Grace to the Trust or the specific terms of the 1996 Agreement.
The full remaining limits of the Northbrook policies
subject to the 1996 Agreement -- some $88 million -- are made
available to reimburse the Trust for payments made to Asbestos PI
Claimants.
The Court overruled on the merits all objections to request that
have not been withdrawn, waived or settled.
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.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. 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. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
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)
W R GRACE: Court OKs Settlement Agreement With Scotts Company
-------------------------------------------------------------
Judge Judith Fitzgerald authorized debtors W.R. Grace & Co., Inc.,
and its affiliates to enter into a settlement agreement with The
Scotts Company LLC, which seeks entitlement under the Debtors' the
Debtors' general liability insurance policies.
The Settlement Agreement essentially provides that:
(1) the Asbestos Personal Injury Trust will pay to Scotts
$1,800,000.
(2) any Asbestos PI Claim for contribution and indemnity that
Scotts may have now or in the future will be treated as a
Class 6 claim under the Plan. On the Effective Date,
Scotts' contribution and indemnity claims against the
Debtors or any other Asbestos Protected Party will be
channeled to the Asbestos PI Trust.
(3) Scotts releases (i) any and all rights, title or interest
of Scotts to (w) any Asbestos Insurance Policy, (x) any
Asbestos In-Place Insurance Coverage, (y) any Asbestos
Insurance Reimbursement Agreement, and (z) any Asbestos
Insurance Settlement Agreement, (ii) all past, present and
future claims demands, and causes of action related to or
based on the Released Coverage against any insurer.
(d) The Debtors and Scotts release each other from any and all
claims each may have, had or claim to have against each
other arising directly or indirectly from any act,
omission, event or transaction occurring on or prior to
the Effective Date.
Upon the Effective Date of the Plan, the Asbestos PI Trust will be
bound by, and entitled to enforce the Settlement Agreement as if
it were a signatory to the Agreement without any further action of
any party, the Court ruled.
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.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. 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. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
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)
WADLEY REGIONAL: PBGC Protects Underfunded Pension Plan
-------------------------------------------------------
The Pension Benefit Guaranty Corp. has assumed responsibility for
the underfunded pension plan covering more than 650 former workers
and retirees of Wadley Regional Medical Center, a non-profit
hospital in Texarkana, Texas.
The PBGC stepped in because the Wadley Regional Medical Center
Pension Plan faced abandonment because the hospital liquidated all
of its assets under bankruptcy proceedings, and there would be no
entity left to finance or administer the plan.
Wadley retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.
The Wadley Regional Medical Center Pension Plan is 85% funded with
assets of $9.8 million to cover $11.5 million in benefit
liabilities, according to PBGC estimates. The agency expects to be
responsible for the entire $1.7 million shortfall.
The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on March 1,
2009.
Within the next several weeks, the PBGC will send notification
letters to all participants in Wadley's retirement plans. Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore, participants in the plan are subject to the limits in
effect on Jan. 14, 2009, which set a maximum guaranteed amount of
$54,000 a year for a 65-year-old. The agency became trustee of the
plan on Sept. 21, 2009.
The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.
Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.govor call toll-free at 1-800-400-7242. For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.
Wadley retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit.
Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2008 financial statements, in accordance with
generally accepted accounting principles.
The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.
Wadley Regional Medical Center operated a 372-bed acute care
healthcare facility that offered a range of services including
maternity, pediatrics, cardiac care, cancer treatment and 24-hour
emergency care. After unsuccessful efforts to recapitalize the
business, Wadley filed for Chapter 11 protection in the U.S.
Bankruptcy Court in Texarkana, Texas, on Jan. 14, 2009. On
Feb. 20, 2009, the bankruptcy court approved the sale of all of
Wadley's assets to Brim Healthcare of Texas LLC, an affiliate of
Brim Healthcare Inc. in Brentwood, Tenn.
WARREN EDMONDS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Warren L. Edmonds
Wendy M. Edmonds
dba W.M. Edmonds
3001 Georgia Avenue NW
Washington, DC 20001
Bankruptcy Case No.: 09-00868
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
United States Bankruptcy Court for
the District of Columbia (Washington, D.C.)
Debtors' Counsel: Lucy R. Edwards, Esq.
3001 Georgia Avenue, N.W.
Washington, DC 20001
Tel: (202) 829-9601
Email: lucyredwards@verizon.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.
The petition was signed by the Joint Debtors.
WEINSTEIN CO: Needs Fresh Capital Infusion to Ease Cash Squeeze
---------------------------------------------------------------
Weinstein Co. needs a fresh capital infusion or successive box-
office blockbusters to ease the growing pressure, Lauren A.E.
Schuker at The Wall Street Journal reports, citing people familiar
with the matter.
The sources said that despite its surprise hit "Inglourious
Basterds", Weinstein is still facing a serious cash squeeze, The
Journal states.
According to The Journal, the sources said that Weinstein has
burned through most of the roughly $1.2 billion in debt and equity
financing raised for its launch in 2005 and now the Company likely
has to raise at least $50 million or turn its upcoming slate of
films into a series of hits.
The sources said that Weinstein didn't pay back a $75 million
bridge loan from Ziff Brothers Investments, The Journal relates.
The report says that interest is accruing on that loan, adding to
the Company's debt.
Weinstein, according to The Journal, hired Miller Buckfire to
explore restructuring the terms of $600 million in debt financing
raised by Goldman Sachs Group. People familiar with the matter
said that Miller Buckfire completed its work with Weinstein in
July, restructuring $500 million in securitized debt that starts
to mature in 2014, says The Journal. The sources said that Miller
Buckfire engineered a "status-quo" restructuring, giving the
Weinstein access to cash previously earmarked for loan repayment,
The Journal relates. The insurer of that debt, a division of
Ambac Financial Group Inc., has waived some bond covenants,
allowing the Company to finance marketing and operating expenses
from its film library revenue for now, the report says, citing the
sources.
Ambac's waiving of covenants is on a case-by-case basis, as the
insurer's aim for now is to give Weinstein time to release its
scheduled films, The Journal reports, citing people familiar with
the matter.
Weinstein said in a statement, "The company has the resources to
meet all our obligations, from production to release of our films.
As far as new financing opportunities, we will always be
interested in new deals, provided we see mutual profitability."
Citing a source, The Journal relates that Weinstein has other ways
to access liquidity, including selling foreign distribution rights
to future movies or exploring joint ventures.
Weinstein said that it will lay off about 30 workers to shrink the
staff to 90 employees, or at least half its staff size at its
peak, The Journal states.
Weinstein Co. is a four-year-old independent movie studio founded
by independent film producers Harvey and Bob Weinstein. The
Weinsteins rewrote the rules of Hollywood in the 1990s, as their
Miramax Films turned small-budget pictures like "Pulp Fiction"
into blockbusters, and turned literary adult dramas into
mainstream fare, including "The English Patient" and "Shakespeare
in Love."
WHITE ENERGY: Asks for Plan Exclusivity Until Jan. 14
-----------------------------------------------------
White Energy Inc., asks the Bankruptcy Court to extend its
exclusive period to file a Chapter 11 plan until January 14. The
Court will convene a hearing on October 16 to consider White
Energy's request for a second extension.
White Energy, according to Bill Rochelle at Bloomberg, is now
saying that it's in "advanced multilateral negotiations" with
secured lenders and the official committee of unsecured creditors
over a reorganization plan.
As reported by the TCR on Sept. 22, White Energy Inc., in its
first request for an extension, sought a Dec. 3 expiration of its
exclusive period to file a Chapter 11 plan. It got an extension
until Oct. 15 after opposition from creditors. The creditors
committee opposed the exclusivity extension, noting that it has an
agreement with lenders on a Chapter 11 plan for White Energy.
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, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.
WL HOMES: Home Owners Wants to File Suit Over Defective Houses
--------------------------------------------------------------
Robert Branksy and several dozen owners of homes in WL Homes LLC's
Whisper Creek and Four Winds subdivisions is asking a federal
bankruptcy judge for permission to pursue a lawsuit against the
Debtor for constructing defective houses, according to Law360.
Headquartered in Irvine, California, WL Homes LLC is a homebuilder
doing business as John Laing Homes. John Laing traces its history
to 1848, when its predecessor was a U.K. homebuilder. WL Homes
was formed in 1998 when John Laing merged with Watt Homes.
WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts. Ashby & Geddes represents the Official
Committee of Unsecured Creditors. In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.
As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.
XP ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: XP Entertainment, LLC
dba XP Events
400 Quivas St
Denver, CO 80204
Bankruptcy Case No.: 09-30699
Chapter 11 Petition Date: September 30, 2009
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Michael E. Romero
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 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cob09-30699.pdf
The petition was signed by William H. Wall III, manager of the
Company.
* Amendment on Medicare May Bankrupt North Dakota Hospitals
-----------------------------------------------------------
Philip Klein posted at The Government Spectator blog that Sen.
Kent Conrad said that an amendment proposed by Jay Rockefeller
that would create a government-run plan that would set
reimbursement rates at Medicare levels would bankrupt hospitals in
North Dakota.
According to The Spectator, Sen. Conrad favors creating tax exempt
non-profit insurers, or co-ops.
The Spectator relates that the Rockefeller amendment would force
any doctor who accepts Medicare to also accept the new government
plan for the first two years, after which point the doctors and
hospitals could opt out of the government plan, and the Department
of Health and Human Services would negotiate rates with doctors
and hospitals.
Mr. Rockefeller described Sen. Conrad's claim that the proposed
amendment would bankrupt hospitals as "nonsense", says The
Spectator. By making the plan optional after two years, Mr.
Rockefeller said that it isn't coercive and that even though the
plan would be administered by the federal government, it wouldn't
be government-run, The Spectator relates.
* Commercial Bankruptcies Surpass Consumer Bankruptcies in Q2
-------------------------------------------------------------
Commercial bankruptcies increased by 208 percentage points from
the first quarter of 2008 to the second quarter of 2009,
surpassing consumer bankruptcies, which rose 122 percentage points
for the same period, Atlanta Business Chronicle reports, citing
Equifax Inc. According to the Business Chronicle, Equifax said
that commercial bankruptcies in the United States totaled 58,000
for the first half of 2009. The Business Chronicle relates that
the bankruptcy rate for the transportation industry exceeded all
other sectors, with 2.4% of transportation businesses petitioning
for bankruptcy in the second quarter. "Our analysis shows that
the credit crisis has permeated the commercial market, bringing
strong headwinds to nearly every sector of this landscape. With
business failures on the rise and more industries sliding toward
bankruptcy, commercial businesses must draw upon the industry's
best data and analytics to mitigate risk and better manage their
portfolios," Reza Barazesh, senior vice president for Commercial
Information Solutions at Equifax, said in a statement.
* Fitch Says Music Industry Poised to Navigate Digital Transition
-----------------------------------------------------------------
According to Fitch Ratings, the music industry should be able to
continue to navigate the digital transition within existing credit
profiles. Digital content delivery has disrupted both advertising
and entertainment companies over the past several years. For the
music industry, the transition from physical to digital (including
the affects of piracy), continues to be a challenge. However,
given the competitive dynamics and cost structures for industry
participants, Fitch does not expect material credit issues to
arise during the industry's continued evolution toward legal
internet distribution or from high profile musicians leaving major
labels. Below is an excerpt from Fitch's 14-page credit analysis
report on 'Warner Music Group' (rated 'BB-' with a Stable Rating
Outlook). The report discusses key components of Fitch's ratings
and outlook and includes a discussion on the future of the music
industry.
What is the impact of platforms such as MySpace, where independent
artists can promote themselves? Has the industry lost its
'barriers to entry' competitive advantage?
While Fitch fully acknowledges the ease of digital distribution
for independent bands, the resultant fragmentation makes the major
labels' traditional marketing still very relevant, as they have
the global infrastructure in place to reach radio, legitimate
retail (physical and digital), and video outlets in a high-quality
way to a targeted mass market. Fitch continues to believe that,
regardless of how a band/musician is discovered, its No. 1 goal
is still to be signed by a label - be it one of the four majors or
an independent label. To that point, Fitch believes much of the
music distributed independently on Internet sites is more likely
to be a competitor to the independent labels (Matador, Sub Pop,
etc.) and not the major labels like WMG. From an opportunistic
standpoint, the legitimacy of social networking sites has provided
additional inexpensive promotional opportunities for the major
labels to offer streaming videos and other exclusive content of
their artists.
What is the impact of major established artists like Radiohead and
Pearl Jam selling albums on their own without a major label?
Major artists have experimented with alternative distribution
outlets over the last several years. These events, such as
Radiohead 'selling' its new CD on its web site and Pearl Jam
recording an album on their own and exclusively distributing in
the U.S. through Target and iTunes, bring into question the long-
term validity of the major labels' current market share. The
Beatles pioneered such a move when they left Capital Records to
form their own label (Apple Records) back in the 1960s. More
recently, the Barenaked Ladies, Paul McCartney, and the Eagles
left the major studios this decade. Fitch does not believe the
departure of high-profile musicians from the labels is a major
credit concern, as their ability to leave the label usually means
they were successful and profitable while with the label and the
label continues to retain all rights to the artists' catalog upon
departure; moreover, established artists typically carry much
lower margins, less lucrative terms, and therefore higher risk for
the labels after their initial recording contract expires.
Importantly, Fitch believes there are a very limited number of
artists that have the fan base to continue to be successful
without a record label. Radiohead, Pearl Jam and Barenaked
Ladies, without doubt, represent bands with loyal followings that
would be maintained regardless of promotion and marketing plans.
These bands can rely on their fans searching them out for new
songs, concerts, and other events. Fitch believes the vast
majority of revenue generated by the major labels comes from
artists who rely more on the record labels for promotion. Of
WMG's current roster of artists, Fitch believes that there are
less than a dozen profitable U.S. artists that would be able to
leave the label and maintain similar levels of popularity. Fitch
believes Linkin Park and Metallica would be able to maintain their
fan base without a label, while Nickelback and Green Day would
likely be successful as well. Fitch does not believe other major
WMG sellers over the years, such as James Blunt, My Chemical
Romance, Josh Groban, Sean Paul, Gnarls Barkley, Flo Rida, T.I.,
Rob Thomas, Jason Mraz, Kid Rock, and Daniel Powter, among many
others, would be able to pursue a similarly successful career
without a record label. While R.E.M. would be able to maintain
its fan base, Fitch does not believe the band has been materially
profitable for WMG this decade. Importantly, it still remains to
be seen if any of these moves away from a record label can be
successful over the long term. Various news reports have
suggested that Radiohead's 'name your price' sale resulted in the
majority of people taking the CD for free.
Can the major labels really be successful in implementing 360-
degree deals with artists? Yes. Fitch expects that WMG and the
other labels will continue to push these agreements with new
artists and that the recording industry should have significant
leverage regarding deal terms due to the oligopoly structure of
the industry, combined with the virtually limitless supply of
aspiring musicians. Fitch believes that Madonna's eventual exit
from the Warner labels represents a prudent move for WMG and that
the goal for them should not be to sign Madonna to uneconomical
terms, but to sign the 'next' Madonna to 360-degree agreements.
What are some other opportunities to help grow and/or curb piracy?
Reaching an inflection point where digital growth exceeds physical
erosion is the only way to stabilize the existing trend of
negative net record sales. Fitch believes there are some things
to be optimistic about in order to assist in reaching this
inflection point (or offer ancillary revenues). These include
these:
Cell phone products: Fitch believes the seamlessness of over-the-
air purchases, which should become increasingly standard with the
rollout of 3G and 4G phones, could provide additional demand on
digital purchases. However, Fitch believes pricing will continue
to be an issue with consumers as OTA downloads can be more
expensive then computer downloads.
Internet fees: The labels are discussing a monthly fee as part of
a consumer Internet service that would be for music. The biggest
issue related to bundled monthly fees revolve around the consumers
demand to own the song versus a monthly subscription where the
consumer does not retain a library once the subscription is
cancelled.
Regulating the Internet service providers to monitor piracy: This
could remain an elusive goal; however, some progress has been made
over the last year. France and the U.K., among other European
countries, continue to look to the ISPs for assistance in curbing
piracy. At the government's urging, six of Britain's biggest ISPs
reached an accord that voluntarily binds them to a code of
practice intended to reduce illicit file-sharing. Last year's
ruling by the FCC to disallow Comcast from slowing downloads from
file-sharing site BitTorrent seems to go in the opposite direction
of the U.K. ruling. However, Fitch notes the recent statements by
new FCC chairman Julius Genachowski that illegal activity on the
Internet must be curbed when discussing net neutrality rules is a
positive step forward.
Ad-based Web sites continue to exist; however, their long-term
viability is questionable as they must pay royalties to the music
company and to date have not been able to monetize their
advertising space to sufficiently offset these fees. Web sites
such as MySpace, YouTube, Imeem, Jango, LastFM, Pandora, and
SpiralFrog, among many others, currently exist; it is unlikely,
however, that new ones will surface, and more unlikely that these
outlets will contribute materially to the music labels cash flows
over the intermediate-term.
* South Carolina Bankrupt Jobless Benefits Fund Needs Money
-----------------------------------------------------------
wciv.com reports that struggling businesses may have to pay more
to refill the state of South Carolina's bankrupt jobless benefits
fund. wciv.com relates that a panel of business leaders met on
Tuesday to come up with ways to generate $2 billion for state
unemployment benefits, and among the ideas being considered is for
businesses to shell out more money. According to wciv.com, the
state must come up with $2 billion to repay federal loans and to
build up the fund enough to avoid a similar problem in the future.
* Convicted Lawyer Kwame Mumina to Return to Practicing La
----------------------------------------------------------
Julie Bisbee at NewsOK.com reports that the state Supreme Court in
Oklahoma has allowed Kwame T. Mumina, who was sentenced to a
federal prison for filing a false bankruptcy report, to practice
law again. NewsOK.com relates that Mr. Mumina must pay costs of
$2,797. Mr. Mumina had resigned from the Oklahoma Bar Association
in 1997 facing disciplinary action and was sentenced in 2001 to 21
months in a federal prison after pleading guilty to filing a false
report, the report states. While acting as a trustee for a
bankrupt nursing home, Mr. Mumina opened accounts for the estate
and used about $115,000 of nursing home funds and filed a false
report to cover it up, the report says, citing prosecutors.
* Dave Cleary Returns to Lead Greenberg's Phoenix Bankr. Practice
---------------------------------------------------------------
The international law firm Greenberg Traurig, LLP announced
October 1 that David D. Cleary has joined its Phoenix office as a
shareholder. Mr. Cleary, who was a Business Reorganization &
Bankruptcy shareholder in Greenberg Traurig's Chicago office from
2001 to 2004, will lead the Phoenix bankruptcy team. Prior to
returning to the firm, Cleary was a partner in the Chicago office
of Dewey & LeBoeuf LLP.
"Since leaving Greenberg Traurig, I have maintained close
friendships and relationships with my former colleagues. I'm
excited about the opportunity to return to a wonderful firm and
strengthen our bankruptcy presence in Phoenix," said Cleary. "I
look forward to returning to my hometown and reconnecting with the
legal and business communities, as well my former colleagues I
worked with many years ago."
Mr. Cleary represents a variety of constituents in sophisticated
workouts and bankruptcies and has appeared in bankruptcy courts
across the country. He was most recently actively involved in
assisting General Motors in preparing for its restructuring. He
also represented the City of Chicago and O'Hare International
Airport in the United Airlines bankruptcy case.
"Welcoming David back to the firm is like bringing home a member
of the family," said Keith J. Shapiro, co-chair of the firm's
Global Business Reorganization & Bankruptcy Practice and co-
managing shareholder of the Chicago office. "It's not common for
a firm to get someone of David's caliber to relocate. We feel
very fortunate that he has agreed to rejoin us and lead our very
active Phoenix Bankruptcy Practice. David is legendary at
Greenberg Traurig for his regular pre-dawn arrivals at the office,
tireless work ethic and attention to detail."
"There is a great deal of sophisticated bankruptcy work generated
by our Phoenix office, and we are thrilled to have David lead our
team," said Jeffrey H. Verbin, managing shareholder of the firm's
Phoenix office. "David is recognized as a topnotch attorney whose
reputation precedes him. His extensive experience in many of the
country's most sophisticated bankruptcy matters will enhance the
bankruptcy services we provide to our clients."
Mr. Cleary earned a J.D., with honors, from DePaul University
College of Law, and a B.A., cum laude, from Arizona State
University.
With more than 90 bankruptcy attorneys in offices located across
the United States, Greenberg Traurig's Business Reorganization &
Bankruptcy Practice is one of the country's largest. The group's
attorneys have decades of experience handling the many complex
issues that arise in reorganizations, restructurings, workouts,
liquidations, distressed acquisitions and sales, and cross-border
proceedings. Our attorneys practice regularly in courts throughout
the country, as well as in other jurisdictions around the world,
representing clients in a wide range of industries.
About Greenberg Traurig
Greenberg Traurig, LLP is an international, full-service law firm
with approximately 1750 attorneys serving clients from more than
30 offices in the United States, Europe and Asia. In the U.S.,
the firm has more offices than any other among the Top 20 on The
National Law Journal's 2008 NLJ 250. In the U.K., the firm
operates as Greenberg Traurig Maher LLP. Additionally, Greenberg
Traurig has strategic alliances with the following independent law
firms: Studio Santa Maria in Milan and Rome and TA Lawyers GKJ in
Tokyo. The firm was Chambers and Partners' USA Law Firm of the
Year in 2007 and among the Top 3 in the International Law Firm of
the Year at the 2009 The Lawyer Awards. For additional
information, please visit http://www.gtlaw.com/
* McDonald Hopkins Law Firm Elects Three Members
------------------------------------------------
The law firm of McDonald Hopkins LLC announces the election of
three associate attorneys to the firm's membership.
Detroit: Jeffrey S. Grasl- Member, Business Restructuring
Services
Cleveland: Matthew R. Rechner- Member, Litigation Services
West Palm Beach: Carl T. Williams- Member, Litigation Services
"We are pleased to promote such talented attorneys who add
significant value to our clients," said Carl J. Grassi, president
of McDonald Hopkins. "It is especially gratifying to see our
attorneys advance in their careers during these challenging
times."
Jeffrey S. Grasl (Detroit) specializes in representation of
debtors in both out of court and Chapter 11 reorganizations, as
well as creditors' rights issues. He has represented small and
mid-market debtors through successful reorganizations, as well as
in the acquisition and disposition of assets in bankruptcy sales.
Grasl has also represented creditors' committees and creditors
individually in Chapter 11 bankruptcy matters. He has a J.D. from
Wayne State University and a Bachelor of Public Affairs degree
from Wayne State University.
Matthew R. Rechner (Cleveland) is a litigator who specializes in
commercial and business litigation with an emphasis on public
utility and energy law, corporate and partnership disputes,
restrictive covenant and unfair competition claims, products
liability defense, and antitrust and class action litigation. He
has a J.D. from Case Western Reserve University School of Law and
a Bachelor of Business Administration degree from the University
of Notre Dame.
Carl T. Williams (West Palm Beach) is a litigator who focuses on
commercial litigation, such as complex commercial and business
disputes, commercial and residential real estate disputes,
disputes involving homeowner and condominium owner associations,
employment litigation, landlord/tenant matters, business torts,
and residential and commercial construction disputes. Earlier in
his career, Williams served as in-house counsel for a large
residential real estate firm. He is a veteran of the United State
Navy, where he was deployed four times to the Persian Gulf.
Williams has a J.D. degree from Florida Coastal School of Law and
a Bachelor of Science degree in Business Administration from the
University of Florida.
About McDonald Hopkins
With more than 130 attorneys in Chicago, Cleveland, Columbus,
Detroit, and West Palm Beach, McDonald Hopkins is a business
advisory and advocacy law firm focused on business law,
litigation, business restructuring, and estate planning. The
president of McDonald Hopkins is Carl J. Grassi. For more
information about McDonald Hopkins, visit
http://www.mcdonaldhopkins.com/
* McKool Smith Adds National Bankruptcy Practice
------------------------------------------------
The national litigation firm of McKool Smith announced the firm's
expansion into bankruptcy practice with the addition of a new
practice led by noted bankruptcy attorney Hugh M. Ray.
Mr. Ray joins McKool Smith as a principal and will divide his time
between the New York office and the Houston office. Joining him
are bankruptcy veterans Peter S. Goodman in the firm's New York
Office, and Paul D. Moak, who will practice in the Houston office.
All three attorneys previously practiced with Andrews Kurth, where
Mr. Ray led the national bankruptcy practice. Also joining the
group as a principal is Hugh M. Ray, III, a bankruptcy attorney
previously with Weycer, Kaplan, Pulaski & Zuber in Houston.
McKool Smith expects to add several more bankruptcy attorneys by
year-end.
The firm's new Houston office is located at 600 Travis Street,
Suite 7000, in the downtown Houston JPMorgan Chase Tower.
"Hugh Ray is one of the top bankruptcy lawyers in the nation, and
we are proud to have him lead our firm into this growing area of
the law," says Mike McKool, co-founder of McKool Smith. "Hugh and
the rest of his team are known nationwide for their work in some
of the country's most significant bankruptcy matters. When we
realized we had the opportunity to bring in Hugh and his group,
this was an easy decision."
Mr. Ray says the move to McKool Smith is based on several factors.
"It's no secret that McKool Smith has some of the finest courtroom
lawyers anywhere, which is one of the main reasons we decided to
join the firm," says Mr. Ray. "I'm also very excited about
helping the firm build a world-class bankruptcy practice."
During more than 40 years as a practicing attorney, Mr. Ray has
played a lead role in some of the country's most recognizable
bankruptcy proceedings, including matters involving Lyondell
Petrochemical, First Republic Bank Corp., Continental Airlines,
Semcrude, L.P., First City Bancorporation, Power Company of
America L.L.C., L. Tersigni Consulting, and many others. In
addition to making several appearances before Congress to testify
on proposed amendments to the Federal Bankruptcy Code, Mr. Ray
also has served in leadership positions with many notable
bankruptcy and business groups, including serving as Chairman of
the Business Bankruptcy Committee for the American Bar
Association's (ABA) Business Law Section, Chairman of the ABA
Energy Business Committee, and member of the ABA Standing
Committee on Judicial Selection, Tenure and Compensation. Prior
to his work in private practice, Mr. Ray worked as an Assistant
United States Attorney in Houston.
Mr. Goodman has represented clients in complex bankruptcies for
more than 20 years, including Adelphia Communications Corp., KCS
Energy Inc., Bank of New England Corp., Semcrude, L.P., First City
Bancorporation, Power Company of America L.L.C., L. Tersigni
Consulting and PSINet Consulting Solutions Holdings, Inc., and
many others. He has been recognized as one of the state's top
bankruptcy lawyers in New York Super Lawyers magazine.
Mr. Moak has been involved in a wide range of complex Chapter 11
cases. In his practice, he has represented debtors, secured
lenders, creditor committees and equity committees in bankruptcy
reorganization proceedings, as well as bankruptcy-related
litigation matters. He possesses particular expertise in the
energy, health care, chemicals, and aviation industries.
Mr. Ray III represents publicly traded companies who successfully
reorganize in bankruptcy and major creditors in their collection
from complex bankruptcies. He often acts as a trial attorney in
adversary proceedings before the bankruptcy court.
McKool Smith is recognized as one of the premier trial law firms
in the United States based on significant courtroom victories and
substantial settlements for domestic and international clients.
With more than 100 attorneys in Dallas, Austin, Houston, Marshall,
New York, and Washington DC, McKool Smith handles commercial,
intellectual property and white collar litigation for companies
and individuals, including major airlines, telecommunications
companies, medical device manufacturers, oil & gas concerns, and
many others. McKool Smith is recognized in The National Law
Journal for winning more of the Top 100 Verdicts of 2008 than any
other law firm in the country.
For more information, please contact Mike Androvett at
800.559.4534 or mike@androvett.com.
* BOOK REVIEW: Working Together - 12 Principles for Achieving
Excellence
-------------------------------------------------------------
In Managing Projects, Teams, and Organizations
Author: James P. Lewis
Publisher: Beard Books
Hardcover: 208 pages
Listprice: $34.95
Review by Henry Berry
Working Together is about the passionate implementation of a set
of management principles that were instrumental in the development
of new airplanes at the Boeing Company and, in particular, the
groundbreaking Boeing 777 aircraft.
The chief engineer of the Boeing 777 program when it was
undertaken in the early 1980s was Alan Mulally. He was soon
promoted to general manager of the project and, in 1986, was named
president of Commercial Airplanes. Mr. Mulally remained with
Boeing for 37 years, eventually leading Boeing Commercial
Airplanes to a turnaround that began in 1996. And if the name
sounds more than familiar, it should: in September 2006, Ford
Motor Company named Mr. Mulally its new President and CEO, citing
his record of success during his long tenure at Boeing. Through
all of those years, Mr. Mulally made the "working together"
principles and practices his gospel. He has been a vocal advocate
of both the principles and this book by James Lewis even during
his highly visible transition to Ford.
Working Together chronicles the application of Mr. Mulally's
leadership principles during his years at Boeing, especially
during the execution of the 777 project. The 12 principles
espoused in "working together" comprise a management philosophy
that enabled Boeing "to dramatically increase production on all of
our airplanes, improve our entire production system, and develop a
number of new airplanes all simultaneously," as Mr. Mulally notes
in the Foreword to the book.
The value and effectiveness of working together is conveyed in a
dramatic way by the author. Mr. Lewis introduces the high stakes
that Boeing faced in developing the 777. At first, the company
bit off more than it could chew. Fired by the enthusiasms and
passions of employees exemplified by Mr. Mulally, Boeing pursued
an ideal that exceeded its capacity to meet. At one point, Boeing
had to "stop global production for lack of parts." Boeing was
losing money, risking its future, and disappointing its customers,
investors, and employees.
But the roots of its problems were basically a lack of proper
preparedness and organization. With Mr. Mulally in charge,
operations were revised according to the model of working
together. Work processes were reinforced, reinvigorated, and
closely monitored. Practices such as focused agendas for
meetings, clear assignments, communication among disparate
employee segments, solicitation of input, and keeping a project on
track, were implemented. Boeing underwent a transformation from a
company in danger of permanently damaging its reputation and
competence, to a company that reaffirmed its preeminence in the
field of airplane design and production.
As he took over the reins at Ford, Mr. Mulally observed that many
of the challenges he addressed in commercial airline manufacturing
are analogous to the issues he will now face at the car
manufacturing giant. He stated, "I'm looking forward to working
closely with Bill [Ford] in the ongoing turnaround of this great
company. I'm also eager to begin engagement with the leadership
team. I believe strongly in teamwork and I fully expect that our
efforts will be a productive collaboration."
James P. Lewis is President of Lewis Institute, Inc., a training
and consulting company specializing in project management, which
he founded in 1981. He also teaches seminars on the subject in
the United States, England, and Asia.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA. Danilo Munnoz, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2009. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Christopher
Beard at 240/629-3300.
*** End of Transmission **