/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/091109.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 9, 2009, Vol. 13, No. 310 Headlines 1080 HARTFORD ROAD: Filed for Chapter 11 to Stay Foreclosure 632-634 LLC: Voluntary Chapter 11 Case Summary ABDUL SHEIKH: U.S. Trustee Sets Meeting of Creditors for Dec. 9 ACCEPTANCE INSURANCE: To Ask U.S. Supreme Court to Review Case ADVANCED MICRO: Says Intel Antitrust Suit May Affect Business AGWAY INC: 2nd Circ. Allows Payment of Post-Ch. 11 Attorneys' Fee AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'C+' ALFREDO LARA: Case Summary & 8 Largest Unsecured Creditors ALTA NEBRASKA: Sells Off Unfinished Ethanol Plant AMERICAN HOMEPATIENT: Sept 30 Balance Sheet Upside-Down by $35.9MM AMR CORP: American Airlines Unit Reports October Traffic ANDERSON HOMES: Plan Confirmation Hearing on January 6 ARAMARK CORP: Bank Debt Trades at 10% Off in Secondary Market AUTONATION INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating AXCELIS TECHNOLOGIES: Posts $15,898,000 3rd Quarter 2009 Net Loss BANK OF AMERICA RHODE ISLAND: Fitch Puts 'D' Individual Rating BASELINE OIL: Can Issue New Stock to Holders of Prepetition Notes BEARINGPOINT INC: Perot Acquired Shanghai Unit for $3.2MM BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market CABLEVISION SYSTEMS: Q3 2009 Net Income Widens to $98,599,000 CALIFORNIA COASTAL: KeyBank Wants Accounting of Cash Collateral CALIFORNIA COASTAL: Can Sell Trails Home Lot Property CALIFORNIA COASTAL: Has Until December 10 to File Schedules CALIFORNIA COASTAL: Hovde Discloses Ownership of 11.32% of Common CATALYST PAPER: Posts C$13.2 Million Net Earnings for Q3 2009 CATHOLIC CHURCH: SJ Priests' Victims Proofs of Claim Due Nov. 30 CEDAR FAIR: Bank Debt Trades at 5.47% Off in Secondary Market CENTAUR PA: Sec. 341 Meeting Set for December 10 CHAMPION ENTERPRISES: Credit Suisse Moves Forbearance to Nov. 13 CHARTER COMMUNICATIONS: HBO Demands $6.4M for Affiliate Deals CHRYSLER LLC: New Chrysler Presents 5-Year Business Plan CHUGH SHOPPING CENTER: Case Summary & 19 Largest Unsec. Creditors CINCINNATI BELL: Posts $28 Million Third Quarter 2009 Net Income CIT GROUP: DBRS Downgrades All Ratings to 'D' CIT GROUP: Bankruptcy Cues Termination of Swap Deals CIT GROUP: NYSE Suspends Listing of Securities CIT GROUP: Proposes to Employ FBG as Voting Agent CIT GROUP: Seeks Approval of Kurtzman Hiring as Claims Agent CIT GROUP: Wants to Pay Prepetition Sales & Use Taxes CITIGROUP INC: Has $10 Bil. in US Subprime-Related Exposures CITIGROUP INC: To Issue 10 Series of Notes; Files Docs with SEC CITRUS 278 LLC: Voluntary Chapter 11 Case Summary CLEAR CHANNEL: Bank Debt Trades at 30.3% Off in Secondary Market CLOROX CO: Expects $297 Mil. Net Proceeds from Notes Offering COEUR D'ALENE: Q3 2009 Net Loss Widens to $17,283,000 COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market CONSECO INC: Reports $15.4-Mil. Net Income for Third Quarter CONTINENTAL AIRLINES: Reports October 2009 Operational Performance CORPSOURCE FINANCE: Amendment Won't Affect Moody's 'Caa1' Rating CUMULUS MEDIA: Swings to $143,991,000 Net Loss for Q3 2009 DAYTON SUPERIOR: Discloses Exempt Offering of $100MM Securities DEAN FOODS: Bank Debt Trades at 8.03% Off in Secondary Market DEL MONTE FOODS: Bank Debt Trades at 4% Off in Secondary Market DOLLAR THRIFTY: Completes Public Offering of Common Stock DRYSHIPS INC: Inks Debt Waiver with Commerzbank and West LB EAST AFRICA REINSURANCE: A.M. Best Assigns FSR of 'B' EDGE PETROLEUM: Nasdaq Files Notice of Withdrawal of Securities ELECTROGLAS INC: Wants to File Plan of Liquidation Until March 8 ENNIS HOMES: Hearing on Further Cash Collateral Use on Nov. 10 E*TRADE FINANCIAL: DBRS Rates Issuer and Senior Debt at 'B' ERICKSON RETIREMENT: Parties Question Lien Priming Under DIP Loans ERICKSON RETIREMENT: Parties Object to Cash Collateral Use ERICKSON RETIREMENT: Redwood-Led Auction Draws Objections ERICKSON RETIREMENT: U.S. Trustee Names 5 to Creditors Committee FAIRPOINT COMMS: Bank Debt Trades at 20.4% Off in Secondary Market FAIRPOINT COMMS: New Hampshire Seeks to Intervene in Bankr. Case FAIRPOINT COMMS: Proposes Stock Transfer Procedures FAIRPOINT COMMS: Senior Noteholders Propose Examiner FANNIE MAE: Posts $18.9 Bil. Q3 Net Loss, Warns of Receivership FANNIE MAE: Treasury Stops Tax Credit Sale to Goldman, Berkshire FINLAY ENTERPRISES: CEO Art Reiner Paid $125,600 for 2 Months FLYING J: To Lay Off 32 Restaurant Workers in Houston FLYING J: Wants Filing of Chapter 11 Plan Extended until Feb. 28 FORD MOTOR: To Issue $2.87BB of 4.25% Senior Convertible Notes FREDDIE MAC: Narrows Net Loss to $5.0 Billion for Q3 2009 GATEHOUSE MEDIA: Bank Debt Trades at 63.37% Off GATEHOUSE MEDIA: Swings to $2-Mil. Net Loss for Third Quarter GATEWAY BANK: Closed; Central Bank of Kansas Assumes Deposits GENERAL MOTORS: Germans Frustrated Over GM's Decision to Keep Opel GENERAL MOTORS: Sends Execs to Germany to Fine-Tune Opel Plan GENMAR HOLDINGS: Pursuing Sale of Assets GEORGIA-PACIFIC LLC: Moody's Keeps Ratings, Gives Positive Outlook GMAC INC: DBRS Maintains Rating at 'CCC' GPX INT'L: Competing Bids for Business Units Due December 2 GPX INT'L: Gets Court's Interim Nod to Use Cash Collateral GRAHAM PACKAGING: September 30 Balance Sheet Upside-Down by $869MM GREDE FOUNDRIES: Wants Court to Approve Timeframe for Auction HANSEN'S DAIRY: Keeps One Deli Store Open at Allouez HAYES LEMMERZ: Moody's Withdraws 'D' Corporate Credit Rating HAWKER BEECHCRAFT: Bank Debt Trades at 22.37% Off HCA INC: Bank Debt Trades at 8% Off in Secondary Market HCA INC: Posts $196 Million Third Quarter 2009 Net Income HEALTH MANAGEMENT: Bank Debt Trades at 9% Off in Secondary Market HERTZ CORP: Bank Debt Trades at 9% Off in Secondary Market HINSDALE GREYHOUND: State Can't Seize $100,000 Cash Deposit HOME FEDERAL SAVINGS, DETROIT: Liberty Bank Assumes All Deposits INDEPENDENT BANK: Deferring Trust Preferred Interest Payments INTEGRA BANK: Deferring Payments to Trust Preferred Holders INTELSAT LTD: ProtoStar Creditors Challenge $210M Sale Deal IPCS INC: September 30 Balance Sheet Upside-Down by $33 Million JALAL NEISHABOURI: Gas Explosion Prompts Chapter 11 Filing JAMES NASHMAN: Voluntary Chapter 11 Case Summary KINGWOOD LLC: Sec. 341 Meeting Set for December 1 JOE GIBSON'S: Bankruptcy Court Will Hear Insurance Dispute LAMBERT PROPERTIES: Meeting of Creditors Slated for November 24 LAMBERT PROPERTIES: Regions Bank Wants Chapter 11 Case Dismissed LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'Ba3' LAS VEGAS SANDS: Bank Debt Trades at 20.1% Off in Secondary Market LAUREATE EDUCATION: Bank Debt Trades at 11% Off LEAP WIRELESS: Expands Board with Appointment of 3 New Members LEAP WIRELESS: Posts $65.4 Million Third Quarter 2009 Net Loss LEAR CORP: Ch. 11 Presses Toward Nearly Carefree Finish LEAR CORP: Court's Confirmation Order on Amended Plan LEAR CORP: Creditor Liquidity Buys Claims LEAR CORP: Gets Nod for Citicorp to Arrange Exit Facility LEAR CORP: Kirkland Charges $2.22 Mil. for July-Sept. Work LEHMAN BROTHERS: Banesco Wants Information on 2006 Note LEHMAN BROTHERS: Goldman Sachs Buys Deutsche's $108 Mil. Claims LEHMAN BROTHERS: Metavante Appeals Denial of Sept 17 Order Changes LEHMAN BROTHERS: Pacific Life Wants Late Claim Filing Allowed LEHMAN BROTHERS: PBC Wants Notes Included in Securities Lists LEVEL 3 COMM: Bank Debt Trades at 15% Off in Secondary Market LEXINGTON PRECISION: Gets Nod to Use Cash Collateral Until Dec. 31 LIFEPOINT HOSPITAL: Bank Debt Trades at 4.5% Off LINEAR TECHNOLOGY: Files 1st Fiscal Quarter Report on Form 10-Q LJL PREMIER HOLDINGS: Voluntary Chapter 11 Case Summary LODGIAN INC: Posts $36.2 Million Net Loss in Q3 2009 LYONDELL CHEMICAL: Expands Scope of McKinsey's Services LYONDELL CHEMICAL: Gets Nod for AAAI as Valuation Consultant LYONDELL CHEMICAL: Gets Nod to Hire FBG as Voting Agent MAGNACHIP SEMICONDUCTOR: Emerges from Chapter 11 MAJESTIC STAR: Receives Default Notice on $79.3 Million Debt MAMMOTH HENDERSON II: Case Summary & 20 Largest Unsec. Creditors MARSHALL SHIELDS: Case Summary & 17 Largest Unsecured Creditors MASHANTUCKET PEQUOT: Dissolves Unity Gaming Venture with MGM MASONITE INC: S&P Assigns Corporate Credit Rating at 'BB-' MEGA MEDIA GROUP: Shuts Down Radio Station Pulse 87 MERRILL LYNCH BANK & TRUST: Fitch Puts 'D' Individual Rating METROPCS WIRELESS: Bank Debt Trades at 8% Off in Secondary Market MGM MIRAGE: Dissolves Unity Gaming Venture with Mashantucket MICHAELS STORES: Maturity of $1-Bil. B-2 Term Loans Extended MODINE MANUFACTURING: Richardson Steps Down as EVP & CFO MORRIS PUBLISHING: Terms of Restructuring Support Agreement NAVISTAR INT'L: OppenheimerFunds Discloses 11.65% Equity Stake NAVISTAR INT'L: Closes Sale of 8.25% Notes and 3.00% Notes NEW CEDAR: Court Approves Broege Neumann as Bankruptcy Counsel NORAM SEATING: Case Summary & 4 Largest Unsecured Creditors NORTHERN 120 LLC: Voluntary Chapter 11 Case Summary NRG ENERGY: Bank Debt Trades at 8% Off in Secondary Market NTK HOLDINGS: Proposes Blackstone as Fin'l Advisors NTK HOLDINGS: Proposes Claims Settlement Procedures NTK HOLDINGS: Proposes Richards Layton as Co-Counsel NTK HOLDINGS: Proposes Weil Gotshal as Lead Counsel ORLEANS HOMEBUILDERS: Jeff Orleans Appointed as President ORLEANS HOMEBUILDERS: Lenders Extend Waiver Through November 30 ORLEANS HOMEBUILDERS: May File 10-K in December, Has NYSE Notice OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until Jan. 31 PAETEC HOLDING: Narrows Q3 2009 Net Loss to $6.52 Million PHARMACEUTICAL ALTERNATIVES: Sells Three Rivers to VeriCare PREMIER GOLF: Ostronic Faces Felony for Stealing City's Water PROSPERAN BANK: Closed; Alerus Financial Assumes All Deposits PULTE HOMES: Likely Breach Won't Currently Affect S&P's BB Rating PURPLE COMMUNICATIONS: To Voluntarily Delist Shares From Nasdaq RANCHER ENERGY: List of 20 Largest Unsecured Creditors RANCHER ENERGY: Sec. 341 Meeting Set for December 7 RANCHER ENERGY: Taps Dufford & Brown as Bankruptcy Counsel RANCHER ENERGY: Asks Court OK to Use Cash Collateral REHABCARE GROUP: S&P Assigns Corporate Credit Rating at 'BB-' REVELSTOKE CDO LIMITED: DBRS Downgrades Class A-1 Rating to 'CC' R.H. DONNELLEY: 8 Creditors Transfer Claims Totaling $833,000 R.H. DONNELLEY: PBGC Allowed to File Consolidated Claims R.H. DONNELLEY: Records $23.9 Million Net Income for 3rd Quarter RIVERHEAD PARK: U.S. Trustee Unable to Appoint Creditors Panel RIVERHEAD PARK: Meeting of Creditors Scheduled for December 4 ROCKBREAKERS: Case Summary & 18 Largest Unsecured Creditors ROMEO IUSCO: Case Summary & 20 Largest Unsecured Creditors ROWLETT FAMILY ENTERTAINMENT: Voluntary Chapter 11 Case Summary RYLAND GROUP: Continues String of Losses, Has $52.4MM Q3 Net Loss SAMSONITE CO: To Exit Chapter 11 in Two Months SARATOGA FOOD: 12 Units File for Chapter 11 in Norfolk SAUNDERS MANUFACTURING: Emerges From Chapter 11 Protection SEQUENOM INC: Inks Third Amendment to Isis License Agreement SERVICE CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating SERVICEMASTER CO: Bank Debt Trades at 13% Off in Secondary Market SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'B' SIRIUS XM: Posts $149MM Q3 Net Loss; XM Unit Has $42MM Q3 Net Loss STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes STARWOOD HOTELS: S&P Assigns 'BB' Rating on $250 Mil. Notes SUNGARD DATA: Bank Debts Trade at 5% & 8.07% Off SUPERVALU INC: Bank Debt Trades at 6% Off in Secondary Market SQUARE BAR: Settles Dispute With Landlord STANT PARENT: Exits Chapter 11 Bankruptcy Protection TAYLOR BEAN: BofA Objects to $25-Mil. DIP Financing TEXAS CLASSIC HOMES: Case Summary & 12 Largest Unsecured Creditors THICK CHIN: Case Summary & 4 Largest Unsecured Creditors THOMAS REED: Case Summary & 20 Largest Unsecured Creditors THORNBURG MORTGAGE: Former Execs Sue Insurer Over D&O Claims THORNBURG MORTGAGE: U.S. Trustee Now Backing Incentive Plan TRANSALTA CORPORATION: Moody's Keeps 'Ba1' Preferred Shelf Ratings TRICO MARINE: S&P Raises Corporate Credit Rating to 'CCC+' TRUMP ENTERTAINMENT: Incurs $167.9-Mil. Loss for Third Quarter UNITED COMMERCIAL: Closed; East West Bank Assumes Deposits UNITED SECURITY BANK, SPARTA: Ameris Bank Assumes All Deposits USA DETERGENTS: $12 Million Lender Liability Suit Survives UTSTARCOM INC: Continues String of Losses with $34MM Q3 Net Loss VDG LLC: Voluntary Chapter 11 Case Summary VERENIUM CORP: Closes Research Collaboration With Syngenta VISTEON CORP: Morris Lease Decision Deadline Extended to March VISTEON CORP: Proposes to Provide Support on Currency Pacts VISTEON CORP: Proposes to Sell Module & Interior Assets to Haru WASHINGTON MUTUAL: Chase Clinches 3rd Round WaMu Bank Integration WASHINGTON MUTUAL: FDIC Seeks Control of $4B In Disputed Funds WIDEOPENWEST FINANCE: S&P Affirms 'B-' Corporate Credit Rating WEST CORP: Bank Debt Trades at 7.30% Off in Secondary Market WESTERN REFINING: Bank Debt Trades at 4.45% Off YOUNG BROADCASTING: Plan Hearing Set In Firm's Bankruptcy * 2009's Bank Closings Rise to 120 as 5 Banks Shuttered Friday * Albert E. Fowerbaugh, Jr. Joins Butler Rubin as a Partner * Resources Connection Acquires Brincko Associates for $43.3MM * BOND PRICING -- For Week From Nov. 2 - 6, 2009 ********* 1080 HARTFORD ROAD: Filed for Chapter 11 to Stay Foreclosure ------------------------------------------------------------ 1080 Hartford Road, LLC, dba Waterford Speedbowl, filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Connecticut. Hartford chief Terry Eames said the bankruptcy filing has staved off the October 31 foreclosure auction on the facility for the second time in less than three years, Shawn Courchesne posted on courant.com blog. According to courant.com, the 2009 racing season at Waterford Speedbowl ended on October 11. Rocco Arbitell, along with business associate Peter Borrelli, offered to Mr. Eames and 1080 Hartford financing in July 2007 to avoid a foreclosure auction by former mortgage holder Washington Mutual Bank. Mr. Arbitell brought his own foreclosure action against 1080 Hartford in May 2008, after former track operator Jerry Robinson failed to pay the Waterford Speedbowl's property taxes. Mr. Eames and his group owe Messrs. Arbitell and Borrelli more than $750,000, according to courant.com. courant.com says that Mr. Eames gave up operational control of the track after the 2006 season to Mr. Robinson, who ran the facility through the 2008 season, until Mr. Eames returned to the operating role before the start of the 2009 season. Waterford, Connecticut-based 1080 Hartford Road, LLC, runs events as part of the Whelen All-American Series under a sanction from NASCAR. 1080 Hartford, doing business as Waterford Speedbowl, filed for Chapter 11 on October 30, 2009 (Bankr. D. Conn. Case No. 09- 23172). Anthony S. Novak, Esq., at Lobo & Novak, LLP, in Manchester, Connecticut. Assets and debts are between $1,000,001 and $10,000,000. 632-634 LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: The 632-634, LLC 830 South Street Philadelphia, PA 19147 Bankruptcy Case No.: 09-18456 Chapter 11 Petition Date: November 3, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Steven D. Usdin, Esq. Cohen Seglias Pallas Greenhall & Furman United Plaza 30 South 17th Street, 19th Floor Philadelphia, PA 19103 Tel: (215) 564-1700 Fax: (267) 238-4408 Email: susdin@cohenseglias.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 Philip McFillin Sr. ABDUL SHEIKH: U.S. Trustee Sets Meeting of Creditors for Dec. 9 --------------------------------------------------------------- The U.S. Trustee for Region 16 will convene a meeting of creditors in Abdul Halim Sheikh's Chapter 11 case on Dec. 9, 2009, at 10:00 a.m. The meeting will be held at 725 S Figueroa St., Room 2610, Los Angeles, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H. Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D. Calif. No. 09-39652). Paul R. Shankman, Esq., 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. ACCEPTANCE INSURANCE: To Ask U.S. Supreme Court to Review Case -------------------------------------------------------------- In a regulatory filing dated November 3, 2009, Acceptance Insurance Companies, Inc., said it intends to file a Petition for Writ of Certiorari before the Supreme Court of the United States requesting the Supreme Court to review on appeal the judgment of the U.S. Court of Appeals for the Federal Circuit affirming the dismissal of its claim against the United States of America. As reported in the Troubled Company Reporter on October 13, 2009, the Court of Appeals for the Federal Circuit affirmed the dismissal of a claim by Acceptance Insurance against the U.S. in connection with the disapproval of the sale of one of its units. In 2003, the Company filed a complaint against the U.S. in the Court of Federal Claims, alleging that by not approving the proposed sale of certain insurance assets of one Acceptance unit American Growers Insurance Company to Rain and Hail L.L.C., the Risk Management Agency rendered valueless the insurance business of American Growers. The Company also alleged that in rejecting the proposed transaction between the Company and Rain and Hail, the RMA effected a taking of the Company's property for public use without just compensation in violation of the Fifth Amendment to the U.S. Constitution. On Sept. 25, 2008, the U.S. Court of Federal Claims granted the motion of the United States to dismiss, with prejudice, the Company's complaint for failure to state a claim upon which relief may be granted. This prompted AICI to appeal the dismissal in the Court of Appeals. Headquartered in Council Bluffs, Iowa, Acceptance Insurance Companies, Inc. -- http://www.aicins.com/-- owns, either directly or indirectly, several companies, one of which is an insurance company that accounts for substantially all of the business operations and assets of the corporate groups. The Company filed for Chapter 11 protection on Jan. 7, 2005 (Bankr. D. Nebr. Case No. 05-80059). The Debtor's affiliates -- Acceptance Insurance Services, Inc., and American Agrisurance, Inc. -- each filed Chapter 7 petitions (Bankr. D. Nebr. Case Nos. 05-80056 and 05-80058) on January 7, 2005. John J. Jolley, Esq., at Kutak Rock LLP, represents the Debtor in its restructuring efforts. Lawyers at McGrath North Mullin & Kratz PC, LLO, represent the Official Committee of Unsecured Creditors in Acceptance Insurance's case. ADVANCED MICRO: Says Intel Antitrust Suit May Affect Business ------------------------------------------------------------- Advanced Micro Devices, Inc., warned in a regulatory filing with the Securities and Exchange Commission its business may be materially adversely affected if it is ultimately unsuccessful in its antitrust lawsuit against Intel Corporation. On June 27, 2005, AMD filed an antitrust complaint against Intel in the U.S. District Court for the District of Delaware under Section 2 of the Sherman Antitrust Act, Sections 4 and 16 of the Clayton Act, and the California Business and Professions Code. The complaint alleges that Intel has unlawfully maintained a monopoly in the x86 microprocessor market by engaging in anti- competitive financial and exclusionary business practices that limit the ability or incentive of Intel's customers in dealing with AMD. If the antitrust lawsuit against Intel is ultimately unsuccessful, AMD said its business, including its ability to increase market share in the microprocessor market, could be materially adversely affected. AMD acknowledged that Intel has dominated the market for microprocessors for many years. "Intel's market share, margins and significant financial resources enable it to market its products aggressively, to target our customers and our channel partners with special incentives, and to discipline customers who do business with us. These aggressive activities have in the past and are likely in the future to result in lower unit sales and average selling prices for our products and adversely affect our margins and profitability," AMD said in its Form 10-Q filed with the Securities and Exchange Commission for the quarterly period ended September 26, 2009. Separately, AMD admitted it has a substantial amount of indebtedness that could adversely affect its financial position and prevent it from implementing its strategy or fulfilling its contractual obligations. As of September 26, 2009, AMD had consolidated debt of $5.7 billion. Of this amount, GlobalFoundries Inc. was responsible for $2 billion. On March 2, 2009, AMD consummated the transactions contemplated by the Master Transaction Agreement among AMD, Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi, and West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner, West Coast Hitech G.P., Ltd., a corporation organized under the laws of the Cayman Islands, pursuant to which AMD formed GLOBALFOUNDRIES. At the closing of the transaction, AMD contributed certain assets and liabilities to GF in exchange for GF securities. AMD has reported a net loss of $135 million for the quarter ended September 26, 2009, from a net loss of $127 million for the quarter ended September 27, 2008. AMD has reported a net loss of $884 million for the nine months ended September 26, 2009, from a net loss of $1.66 billion for the nine months ended September 27, 2008. As of September 26, 2009, AMD had $8.74 billion in total assets against total current liabilities of $2.07 billion, deferred income taxes of $243 million, long-term debt and capital lease obligations, less current portion of $5.27 billion, other long- term liabilities of $645 million, noncontrolling interest of $1.07 billion; resulting in stockholders' deficit of $569 million. A full-text copy of AMD's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?488d 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 October 7, 2009, Standard & Poor's Ratings Services revised its outlook on Advanced Micro Devices to positive from negative. S&P also affirmed the company's 'CCC+' corporate credit rating and all issue-level ratings. The rating reflects AMD's inconsistent and weak operating profitability, its challenged market position in microprocessers and uncertainties with respect to ongoing disputes with Intel Corp. (A+/Stable/A-1+). Sufficient liquidity and its recent joint venture with Advanced Technology Investment Corp.- that alleviates heavy capital spending requirements-partly offset those concerns. The TCR said 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. AGWAY INC: 2nd Circ. Allows Payment of Post-Ch. 11 Attorneys' Fee ----------------------------------------------------------------- Law360 reports that a federal appeals court has determined that the liquidating trust for the defunct Agway Inc. must pay nearly $885,000 in post-bankruptcy attorneys' fees on a claim stemming from a prepetition indemnity agreement. Agway, Inc. -- an agricultural cooperative owned by 69,000 Northeast farmer-members -- sought chapter 11 protection (Bankr. N.D.N.Y. Case No. 02-65872) on October 1, 2002, represented by Menter, Rudin & Trivelpiece, P.C. represents the debtors in their restructuring efforts. The Debtors' Second Amended Joint Plan of Liquidation was confirmed on April 28, 2004, and the Plan took effect on May 1, 2004. Under the terms of the Plan and the Confirmation Order, a Liquidating Trustee was appointed to liquidate and distribute the Liquidating Trust Assets and Claims. D. Clark Ogle serves as the Trustee of the Agway Liquidating Trust, and is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C. AMERICAN COMMUNITY: A.M. Best Downgrades FSR to 'C+' ---------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C+ (Marginal) from B (Fair) and issuer credit rating to "b-" from "bb" of American Community Mutual Insurance Company (American Community) (Livonia, MI). The outlook for both ratings is negative. The downgrades reflect an expected material net operating loss resulting from reserve strengthening, which will occur in third quarter 2009, with a corresponding decrease in surplus. An anticipated reduction in the company's deferred tax asset in third quarter 2009 is expected to further decrease surplus. In addition, two surplus notes represent a significant portion of total surplus. American Community's premium revenue and net income are derived primarily from marketing major medical products to individuals and employer groups, chiefly in seven Midwestern states and Arizona. Although American Community intends in the near term to reduce its premium revenue to match its surplus base by eliminating or reducing unprofitable segments in certain states, A.M. Best believes its future operating results will continue to be challenged by an increasingly competitive major medical market dominated by larger managed care carriers with deeper network discounts. ALFREDO LARA: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Alfredo Antonio Lara aka Alfredo Lara aka Alfredo A. Lara Mercedes Jesus Saavedra aka Mercedes J. Savedra aka Mercedes Lara aka Mercedes de Saavedra aka Mercedez Lara 15602 Crimson Spire Court Silver Spring, MD 20905 Bankruptcy Case No.: 09-31478 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Edward Gonzalez, Esq. 2405 Eye Street NW, Suite 1A Washington, DC 20037 Tel: (202) 822-4970 Email: eg@money-law.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 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/mdb09-31478.pdf The petition was signed by the Joint Debtors. ALTA NEBRASKA: Sells Off Unfinished Ethanol Plant ------------------------------------------------- New Energy Finance reports that Altra Nebraska, LLC's half-built $220 million, 110m-gallon per year ethanol plant has been sold to piece-by-piece through a court-ordered auction for $6 million. Citing a person familiar with the matter, New Energy Finance states that total proceeds from the sale were $6 million and that the purchasers of the over 800 unbundled pieces of additional tanks, piping, and equipment were varied. A Cargill spokesperson said that the company acquired rights to the land and a few of the buildings on the site by bidding $825,000, New Energy Finance relates. Healdsburg, California-based Altra Nebraska, LLC, filed for Chapter 11 on August 13, 2009 (Bankr. D. Nebr. Case No. 09-42348). Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath, North, Mullin & Kratz, PC, represent the Debtor in its restructuring effort. In its petition, the Debtor listed $10,000,001 to $50,000,000 in assets and $50,000,001 to $100,000,000 in debts. AMERICAN HOMEPATIENT: Sept 30 Balance Sheet Upside-Down by $35.9MM ------------------------------------------------------------------ American HomePatient, Inc., disclosed Wednesday its financial results for the third quarter and nine months ended September 30, 2009. At September 30, 2009, the Company had $239.9 million in total assets and $275.8 million in total liabilities, resulting in a $35.9 million shareholders' deficit. The Company's balance sheets at September 30, 2009, also showed current assets of $67.9 million and current liabilities of $264.8 million. Q3 2009 Results Revenues for the third quarter of 2009 were $59.0 million compared with $65.6 million for the third quarter of 2008, representing a 10.1% decrease. Revenues for the nine months ended September 30, 2009 were $175.0 million, down 12.1% from $199.0 million for the same period in 2008. The Company said that Medicare reimbursement reductions reduced revenue by $6.7 million in the third quarter of 2009 and $20.8 million for the nine months ended September 30, 2009. The Company's reduced emphasis on less profitable product lines such as non-respiratory durable medical equipment and infusion therapy also reduced revenue in the third quarter and nine months. A change in inhalation drug product mix resulting from Medicare reimbursement reductions which began April 1, 2008, reduced revenue by an additional $3.0 million for the nine months ended September 30, 2009. These revenue decreases were partially offset by growth in oxygen patients and sleep therapy revenues, the Company's core product lines. Operating expenses declined in the third quarter of 2009 compared to the third quarter of 2008 by approximately $1.6 million, or 4.8%. Operating expenses for the nine months ended September 30, 2009, compared to the same period in 2008 declined by $6.4 million, or 6.4%. Earnings before interest, taxes, depreciation, and amortization (EBITDA) was $8.6 million, or 14.7% of net revenue, for the third quarter of 2009 compared to $12.8 million, or 19.5% of net revenue, for the same period of 2008. EBITDA was $22.7 million, or 12.9% of net revenue, for the nine months ended September 30, 2009, compared to $37.4 million, or 18.8% of net revenue, for the same period of 2008. Net loss for the third quarter of 2009 was $2.7 million, or $(0.15) per diluted share, compared with net income of $584,000, or $0.03 per diluted share, for the third quarter of 2008. Net loss for the nine months ended September 30, 2009, was $11.9 million, or $(0.68) per diluted share, compared to a net loss of $994,000, or $(0.06) per diluted share for the same period in 2009. Secured Debt Maturity The Company has secured debt of $226.4 million that was due to be repaid on August 1, 2009. As previously disclosed, a series of forbearance agreements, each with a one month term, have been entered into by and among the Company, the Agent, and certain Forbearance Holders. The parties to the forbearance agreement have agreed to not exercise, prior to the expiration of the term of the agreement, any of the rights or remedies available to them as a result of the Company's failure to repay the Secured Debt on the maturity date. The current forbearance agreement expires December 1, 2009. The Company, the Agent, and the Forbearance Holders continue to work toward a resolution of the debt maturity issue. About American HomePatient Based in Brentwood, Tenn., 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. Loan Pricing Nov. 7, 2009. AMR CORP: American Airlines Unit Reports October Traffic -------------------------------------------------------- American Airlines reported an October load factor of 83.1%, an increase of 4.0 points versus the same period last year. Traffic decreased 2.6% and capacity decreased 7.3% year over year. Domestic traffic decreased 3.2% year over year on 7.3% less capacity. International traffic decreased by 1.6% relative to last year on a capacity decrease of 7.2%. American boarded 7.1 million passengers in October. A full-text copy of American's traffic report is available at no charge at http://ResearchArchives.com/t/s?488c Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. At the end of 2006, American provided scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. At September 30, 2009, AMR had $25.7 billion in total assets against total current liabilities of $7.90 billion, long-term debt, less current maturities of $9.87 billion, obligations under capital leases, less current obligations of $589 million, pension and postretirement benefits of $7.00 billion, other liabilities, deferred gains and deferred credits of $3.24 billion; resulting in stockholders' deficit of $2.85 billion. * * * AMR carries a 'CCC' issuer default rating from Fitch Ratings. It has 'Caa1' corporate family and probability of default ratings from Moody's. It has 'B-' corporate credit rating, on watch negative, from Standard & Poor's. ANDERSON HOMES: Plan Confirmation Hearing on January 6 ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina approved the Disclosure Statement explaining the Amended Plan of Reorganization of Anderson Homes, Inc. and its debtor-affiliates. The Court is set to confirm the Debtors' plan on Jan. 6, 2010, at 10:00 a.m. at 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, North Carolina. The Court also set Dec. 17, 2009, as the last day for filing written or rejections of the plan. Objections, if any, are also due on that same date. As reported in the Troubled Company Reporter on Oct. 20, 2009, according to the disclosure statement, the Plan contemplates that the best opportunity for creditors lies in (i) continued operation of the business, (ii) modification and restructuring of the existing secured debt, (iii) satisfaction of Convenience Claims (less than $5,000 in amount) by a single partial payment, and (iii) satisfaction of unsecured claims by a series of partial payments from future sales. The net revenues from ongoing business operations, draws on construction loans, and sales of lots and houses (including sales of properties which may result in credit-bids by the secured lenders) are expected to generate sufficient funds to fund the payment obligations under the Plan. The Debtors estimate that the aggregate amount of allowed unsecured claims under Class 13 is approximately $6.44 million. Class 13 is impaired under the Plan. The Plan provides for the creation of a "pot" of money in the aggregate amount of $1,500,000 for payment of such claims, pro rata, within 36 months after the Plan's Effective Date. Commencing with closings which occur after the Plan's Effective Date, $5,000 from each of the first 300 closings will be reserved from the Net Sale Proceeds, accumulated on a calendar-quarter basis and paid within 30 days after the end of each calendar quarter to the holders of Class 13 allowed Unsecured Claims. The existing equity interests in each of the Debtors under Class 14 will be extinguished, and the Reorganized Debtors will issue 100% of the new equity interests to Dave Servoss in consideration for the waiver and release of any prepetition unsecured claims which may be scheduled or asserted by Dave Servoss or any entity 100% owned or controlled by him. In addition, these new equity interests will be made subject to a pledge and security interest in favor of the Liquidating Trustee for the benefit of the holders of Class 13 allowed unsecured claims, to secure the Plan treatment of said claims until paid or satisfied in accordance with the terms of the Plan. Class 14 is impaired under the Plan. Secured claims are classified under Classes 1 through 10: Class 1 Bank of America $122,550 Impaired. Will retain its liens on the collateral. Paid in full within 12 months after the Effective Date. Class 2 Capital Bank $2,400,000 Impaired. Will retain its liens on the collateral. Paid in full within 18 months after the Effective Date. Class 3 KeySource Bank $667,000 Impaired. Will retain its liens on the collateral. Paid in full within 12 months after the Effective Date. Class 4 Paragon Bank $3,150,000 Impaired. Will retain its liens on the collateral. Paid in full within 12 months after the Effective Date. Class 5 RBC Bank $1,200,000 Impaired. Will retain its liens on the collateral. Will be paid from the sale of its collateral whether by sale to a third party or credit bid. Class 6 Regions Bank $3,900,000 Impaired. Will retain its liens on the collateral. Paid in full within 18 months after the Effective Date. Class 7 Wachovia Bank $3,300,000 Impaired. Will retain its liens on the collateral. Paid in full within 18 months after the Effective Date. Class 8 James Goldston $568,000 Impaired. Will retain its and William Goldston liens on the collateral. Paid in full within 36 months after the Effective Date. Class 9 Stock Building $1,562,950 Impaired. The Debtors do Supply not believe the claims secured by the Stock deeds of trust are "secured" for purposes of Sec. 506(a) of the Bankruptcy Code and will instead be included in Class 13 for allowed unsecured claims. Class 10 44A Lien Holders Impaired. The Debtors do not believe the claims are "secured" within the meaning of the Bankruptcy Code. Each 44A lien claim will be treated as part of the Class 13 allowed unsecured claims. Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et al., are engaged in the development, construction and sale of residential properties in the form of single-family homes, townhomes and condominiums. Said properties are held for sale to the public and constitute the Debtors' inventory, which the Debtors sell in the ordinary course of business. The Debtors own, construct improvements on, and sell (i) single-family houses and townhomes in subdivisions known and referred to as Edgewater, Bridgewater, Bridgewater West, Cobblestone, Haw Village, Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine Valley, Quail Meadows, Thornton Commons Place, Willow Ridge, Creekside at Landon Farms, Keystone Crossing, Sterling Ridge, Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii) condominiums known as Blount Street Commons. Anderson Homes and its units filed for Chapter 11 on March 16, 2009 (Bankr. E.D. N.C. Lead Case No. 09-02062). Gerald A. Jeutter, Jr., Esq., and John A. Northen, Esq., at Northen Blue, LLP, represent the Debtors in their restructuring effort. At the time of the filing, Anderson Homes said it had total assets of $17,190,001 and total debts of $13,742,840. ARAMARK CORP: Bank Debt Trades at 10% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Aramark Corp. is a borrower traded in the secondary market at 90.26 cents-on-the- dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.46 percentage points from the previous week, The Journal relates. The debt matures on Jan. 26, 2014. The Company pays 188 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. ARAMARK Corporation -- http://www.aramark.com/-- is the world's #3 contract foodservice provider (behind Compass Group and Sodexo) and the #2 uniform supplier (behind Cintas) in the US. It offers corporate dining services and operates concessions at many sports arenas and other entertainment venues, while its ARAMARK Refreshment Services unit is a leading provider of vending and beverage services. The Company also provides facilities management services. Through ARAMARK Uniform and Career Apparel, the company supplies uniforms for healthcare, public safety, and technology workers. Founded in 1959, ARAMARK is owned by an investment group led by chairman and CEO Joseph Neubauer. Aramark Corp. carries a 'B1' long term corporate family rating from Moody's, a 'B+' long term issuer credit ratings from Standard & Poor's, and a 'B' long term issuer default rating from Fitch. AUTONATION INC: S&P Gives Stable Outlook, Affirms 'BB+' Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it has revised its outlook on AutoNation Inc. to stable from negative and affirmed the ratings, including the 'BB+' corporate credit rating. "The outlook revision reflects S&P's view that AutoNation will be able to maintain adequate credit measures while preserving its moderate financial policy and ability to generate free cash flow into 2010," said Standard & Poor's credit analyst Nancy Messer. The company has controlled its variable costs to mitigate margin erosion and has offset difficult auto sales with its sizable dealership network and diverse revenue streams. AutoNation, the largest of the rated U.S. auto retailers, has dealerships located heavily in the southern and western U.S. Total balance sheet debt was $1.1 billion at Sept. 30, 2009. Although AutoNation is publicly held, two shareholders control about 57% of the outstanding shares. AutoNation's ability and willingness to stabilize EBITDA margins through aggressive cost-cutting initiatives has enabled the company to improve its credit profile consistent with the current rating. S&P now believe there is less than a one-in-three chance that S&P would downgrade the company in the year ahead because S&P expects AutoNation's cost reductions and proactive management strategies to enhance future earnings and cash flow performance. In addition, S&P believes new-vehicle demand may have stabilized and could rise, albeit slightly, in 2010. S&P views the financial effect of the General Motors Corp. and Chrysler Group LLC bankruptcies on AutoNation as relatively benign because of the speed with which the two automakers exited bankruptcy. Although seven of AutoNation's Chrysler franchises and three of its GM franchise agreements were terminated in this process, these events have no effect on the rating. Longer term, S&P believes large retailers such as AutoNation are likely to benefit from the rationalization of weak dealers, given the potential for higher throughput per dealership; but in the near term, financial performance will be pressured. S&P views AutoNation's business risk profile as fair. Auto retailers typically have thin profit margins and are heavily dependent on a small number of large automakers. In addition, AutoNation is benefiting from continued, although slightly diminished, revenues from its parts and service (P&S) and finance and insurance (F&I) business segments; gross profit from these segments covered about 88% of the company's SG&A for the first nine months of 2009. Besides the domestic-brand sales for the first nine months of 2009, imports accounted for 39% of revenues, and luxury vehicles 28%. S&P believes weak U.S. economic conditions will pressure AutoNation's EBITDA into 2010, reducing the opportunity to improve credit measures meaningfully in the year ahead. In this downturn, all the large auto retailers, including AutoNation, are depending on their diverse revenue streams, especially from P&S, to mitigate lower vehicle revenues,and they are relying on the variable nature of their cost structures to lower costs as revenue falls. S&P believes AutoNation's liquidity is adequate for near-term needs, despite sector weakness. The company reported $204.5 million in unrestricted cash on the balance sheet as of Sept. 30, 2009. S&P expects AutoNation to increase its use of cash for acquisitions, capital expansion, and common stock repurchases once management believes earnings and cash flow levels warrant a return to growth mode. S&P will continue to closely monitor the company's financial policy in the context of S&P's expectations for appropriateness at the existing rating. The stable outlook reflects S&P's assumption that AutoNation's improved cost structure and control systems, in combination with its diverse revenues and brand mix, will enable the company to generate discretionary free cash flow (i.e., after capital expenditures and dividends) and maintain credit ratios consistent with the 'BB+' rating, even if the U.S. economy remains lackluster in 2010. S&P assumes AutoNation will pursue a moderate financial policy that balances business expansion and shareholder returns with lease-adjusted leverage appropriate for the rating, which S&P views as being in the range of 2.5x to 3.0x. AutoNation's adjusted debt to EBITDA was 3.2x for the 12 months ended Sept. 30, 2009. S&P could lower the rating if market weakness continues and the company is not able to offset continuing depressed revenues with cost controls, or if aggressive financial policies drive leverage above 3.5x. This could occur if reported EBITDA remains near $400 million and lease-adjusted debt rises more than 10% from the existing level. Alternatively, S&P could raise the rating if S&P believed AutoNation could achieve and sustain lease-adjusted total debt to EBITDA of 2.5x or better while preserving its moderate financial policy and ability to generate free cash flow into 2010. This could occur if AutoNation generates reported EBITDA of about $515 million or better, lease-adjusted debt stays at the current level, and a strategy for refinancing upcoming debt maturities becomes clear. AXCELIS TECHNOLOGIES: Posts $15,898,000 3rd Quarter 2009 Net Loss ----------------------------------------------------------------- Axcelis Technologies, Inc., posted a net loss of $15,898,000 for the three months ended September 30, 2009, from a net loss of $24,741,000 for the same period a year ago. Axcelis posted a net loss of $67,432,000 for the nine months ended September 30, 2009, from a net loss of $55,218,000 for the same period a year ago. Axcelis booked revenue of $35,007,000 for the three months ended September 30, 2009, from $46,454,000 for the same quarter a year ago. Axcelis recorded revenue of $94,285,000 for the nine months ended September 30, 2009, from $208,237,000 for the same period a year ago. As of September 30, 2009, Axcelis had $262,491,000 in total assets against total current liabilities of $32,216,000, long-term deferred revenue of $659,000, and other long-term liabilities of $3,982,000. As of September 30, 2009, the Company had $265,911,000 in accumulated deficit and $225,634,000 in stockholders' equity. In a statement, the Company said cash and cash equivalents, including restricted cash, were $48.5 million at September 30, 2009. Cash burn ($8.5 million in the third quarter of which $2.4 million was attributable to restructuring costs) continues to decline and we expect to approach cash flow break even in the fourth quarter of 2009. The Company ended the quarter with working capital of $177.5 million. Working capital management remains a focus to enhance cash flow. During 2009 the Company has reduced inventories by $17.2 million through the sale of product on hand. Commenting on the Company's performance, Mary Puma, chairman and CEO, stated, "We're pleased to report improving financial results this quarter in terms of reducing our losses and slowing our cash burn. Actions taken to reduce operating expenses and increase efficiencies throughout the organization are having, and will continue to have, a positive effect on cash flow and profitability. In fact, we expect to approach cash breakeven in the fourth quarter, as increased fab utilization drives aftermarket business and new systems orders." She added, 'We've also made solid progress with our product portfolio through enhancements to productivity and advanced process capabilities. Consequently, we are well positioned to meet customers' technology demands and benefit from enhanced earnings leverage moving into 2010." In the three and nine months ended September 30, 2009, the Company implemented a reduction in force related to planned actions taken by management to control costs and improve the focus of its operations to sustain future profitability and conserve cash. This reduction in force resulted in a total charge to restructuring expense of approximately $6.1 million related to severance and related costs for the nine months ended September 30, 2009, offset by a reversal of $0.6 million of accrued compensation expenses related to terminated employees. A charge to expense of $0.4 million was recorded in the three months ended September 30, 2009. During the nine months ended September 30, 2009, a total of $6.2 million was paid, which included $2.4 million paid in the three months ended September 30, 2009. On January 15, 2009, Axcelis failed to make the required payment of approximately $85 million under an Indenture dated as of May 2, 2006 between Axcelis and U.S. Bank National Association, as Trustee, relating to the Company's 4.25% Convertible Senior Subordinated Notes. Such failure constituted an event of default under the Indenture. Pursuant to the Indenture and as a result of the failure by Axcelis to make the required payment, Axcelis was required to pay, upon demand of the Trustee, the entire overdue amount, plus interest at a rate of 8.0% per annum, plus certain additional costs and expenses associated with the collection of such amounts. On March 30, 2009, the Company completed the sale of SEN and a portion of the net proceeds was used to repay all amounts due under the Indenture, resulting in an extinguishment of the debt in full. On April 23, 2008, the Company entered into a revolving credit facility with a bank that provides for borrowings up to the lesser of $50.0 million or specified percentages of the amounts of qualifying accounts receivable and inventory. The Company is currently unable to borrow against the facility because it is not currently in compliance with the financial covenants contained in the underlying credit agreement. This facility expires in April 2010. If the Company terminates this revolving credit facility prior to its expiration, the Company will have to pay an early termination fee of approximately $500,000. "We believe that, based on our current market, revenue and expense forecasts, our existing cash and cash equivalents will be sufficient to satisfy our anticipated requirements. We have seen initial signs of a recovery in the semiconductor capital equipment industry, and our forecasts for the remainder of 2009 and through 2010 assume a continuing modest recovery in fab utilization and capital spending by our customers. We believe that, based on our current market, revenue and expense forecasts, our existing cash and cash equivalents will be sufficient to satisfy our anticipated requirements for 2010 and beyond. We continue to explore new financing sources; however, we do not currently have access to any source of credit. The company's forecast performance throughout 2010 shows a substantial improvement over its performance during the last year; if this forecast performance is not achieved, there could be a significant adverse effect on our liquidity," the Company said in its Form 10-Q filed with the Securities and Exchange Commission. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48b3 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48b2 Axcelis Technologies, Inc., (Nasdaq: ACLS) -- http://www.axcelis.com/-- is a worldwide producer of equipment used in the fabrication of semiconductors. In addition, the Company provides extensive aftermarket service and support, including spare parts, equipment upgrades, and maintenance services to the semiconductor industry. BANK OF AMERICA RHODE ISLAND: Fitch Puts 'D' Individual Rating -------------------------------------------------------------- This is an amendment to the release of Nov. 2, 2009. It corrects the long-term deposit rating of Bank of America Rhode Island N.A. to 'AA-' from 'A+' and corrects the withdrawn rating of Merrill Lynch Bank & Trust Co. FSB long-term deposits to 'AA-' from 'A+'. Bank of America Corporation has undertaken a reorganization of some of its bank subsidiaries. Bank of America Rhode Island N.A. has begun to hold deposits of external customers. At the same time, Merrill Lynch Bank & Trust Co. FSB has been merged into Bank of America N.A. As a result of the decision to hold deposits at BANA-RI, Fitch has affirmed all existing ratings and the Stable Outlook, and has also assigned long-term and short-term deposit ratings to this subsidiary. Ratings of BANA-RI reflect its position as an operating entity in the BAC family. The long-term and short-term Issuer Default Ratings and the deposit and support floor/support ratings all reflect Fitch's view that there is an extremely high probability that this entity, along with other core BAC subsidiaries, would receive support in a crisis scenario. The Stable Rating Outlook is also derived from government support. BANA-RI's individual rating is linked to that of BAC and reflects the consolidated company's weakened earnings and asset quality profile. Separately, Fitch has withdrawn all issue and issuer ratings of ML-FSB, since this company no longer exists as a separate entity. Fitch has assigned these ratings: Bank of America Rhode Island, N.A. -- Long-term deposits 'AA-'; -- Short-term deposits 'F1+'. Fitch has affirmed these ratings with a Stable Outlook: Bank of America Rhode Island, N.A. -- Long-term IDR at 'A+'; -- Short-term IDR at 'F1+'; -- Individual at 'D'; -- Support at '1'; -- Support Floor at 'A+'. Fitch has withdrawn these ratings: Merrill Lynch Bank & Trust Co. FSB -- Long-term IDR 'A+'; -- Short-term IDR 'F1+'; -- Long-term deposits 'AA-'; -- Short-term deposits 'F1+'; -- Individual 'D'; -- Support '1'; -- Support Floor 'A+'. BASELINE OIL: Can Issue New Stock to Holders of Prepetition Notes ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas authorized Baseline Oil & Gas Corp., the reorganized debtor to: a. distribute its new stock directly to each beneficial holder of the prepetition notes in reliance upon (i) an order or orders of this Court identifying a party as a confirmed beneficial holder and setting forth the principal amount of prepetition notes held by the confirmed beneficial holder, or (ii) proof of the identity of a beneficial holder and the principal amount of prepetition notes held by the beneficial holder; b. cancel, as a record keeping matter, stock certificates representing the new stock issued to DTC on the effective date and issue replacement stock certificates; and c. retain possession of any certificates for shares of new stock that are beneficially owned by any unidentified beneficial holder, until the time as the beneficial holder will become a confirmed beneficial holder. The Reorganized Debtor is authorized to distribute the new stock to (a) Jefferies & Company, Inc.; (b) Jefferies High Yield Trading, LLC; and (c) Third Point Ultra Master Fund, L.P. The Reorganized Debtor related that holders of the prepetition notes are classified by the Plan as holders of Class 4 Claims. The Plan provides, in relevant part, for the distribution of the Reorganized Debtor's new notes and new stock to Class 4 on the effective date of the Plan in full satisfaction of the claims of the Class 4 claimants. About Baseline Oil & Gas Baseline Oil & Gas Corp. is an independent oil and natural gas company engaged in the exploration, production, development, acquisition and exploitation of natural gas and crude oil properties. The Company has interests in three core areas: the Eliasville Field located in Stephens County in North Texas; the Blessing Field in Matagorda County located onshore along the Texas Gulf Coast, and the New Albany Shale play located in Southern Indiana. Its core properties cover approximately 39,945 net acres. As of December 31, 2008, the Company's proved reserves were 60.2 billion cubic feet equivalent (Bcfe), of which 46.5% were natural gas and 68.2% were proved developed. During the year ended December 31, 2008, it produced 2.8 Bcfe and had a proved reserve reduction of 6.7 Bcfe as a result of reserve revisions. Baseline Oil filed a voluntary petition for reorganization under Chapter on Aug. 28, 2009 (Bankr. S.D. Tex. Case No. 09-36291). Attorneys at Thompson & Knight LLP represent Baseline Oil in its restructuring effort. Baseline Oil's Chapter 11 plan was confirmed by the Bankruptcy Court on September 25, 2009. The Plan, negotiated with creditors prepetition, cancelled the existing stock and gave the new stock to the noteholders. BEARINGPOINT INC: Perot Acquired Shanghai Unit for $3.2MM --------------------------------------------------------- In a regulatory filing dated November 5, 2009, BearingPoint, Inc. disclosed that on September 29, 2009, it entered into an Equity Purchase Agreement with Perot Systems TSI (Mauritius) Pvt. Ltd relating to the purchase and sale of 100% of the equity interests of BearingPoint Management Consulting (Shanghai) Ltd. for a purchase price of approximately $3.2 million. The U.S. Bankruptcy Court for the Southern District of New York approved the BearingPoint China Consulting transaction on October 15, 2009, and the Shanghai Municipal Commission of Commerce approved the BearingPoint China Consulting transaction on October 22, 2009. The closing of the BearingPoint China Consulting Transaction occurred on October 30, 2009. Bearing Point China Consulting is a leading management and technology consulting company in China. Perot expects the combination to expand its reach and capabilities in China. Perot Systems is a worldwide provider of information technology services and business solutions. Through its flexible and collaborative approach, Perot Systems integrates expertise from across the company to deliver custom solutions that enable clients to accelerate growth, streamline operations and create new levels of customer value. Headquartered in Plano, Texas, Perot Systems reported 2008 revenue of $2.8 billion. The company has more than 23,000 associates located in the Americas, Europe, Middle East and Asia Pacific. The Chapter 11 Plan BearingPoint Inc. is presently soliciting votes for a Chapter 11 plan. The confirmation hearing is scheduled for December 17. The liquidating plan -- which amended the reorganization Plan filed Feb. 18, 2009 -- calls for secured claims to be paid in full. Holders of general unsecured claims aggregating $225,171,340 will recover 2.6% to 5.1% of their allowed claims. The Feb. 18 plan contemplated a reorganization for BearingPoint. BearingPoint has instead pursued a sale of its units, after determining that creditor recoveries would be maximized through sales of the businesses. Copies of the Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf About BearingPoint BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. Based in McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP - - has approximately 15,000 employees focusing on the Public Services, Commercial Services and Financial Services industries. The Company's service offerings are designed to help clients generate revenue, increase cost-effectiveness, manage regulatory compliance, integrate information and transition to "next- generation" technology. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 protection on February 18, 2009 (Bankr. S.D.N.Y., Case No. 09-10691). The Debtors' legal advisor is Weil, Gotshal & Manges, LLP, their restructuring advisor is AlixPartners LLP, and their financial advisor and investment banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP represents the Creditors' Committee. Garden City Group serves as claims and notice agent. BearingPoint disclosed total assets of $1.655 billion and debts of $2.201 billion as of December 31, 2008. A full-text copy of the Company's 2008 annual report is available for free at http://researcharchives.com/t/s?3db8 BURLINGTON COAT: Bank Debt Trades at 10% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Burlington Coat Factory Warehouse Corp. is a borrower traded in the secondary market at 90.15 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.15 percentage points from the previous week, The Journal relates. The debt matures on M ay 28, 2013. The Company pays 225 basis points above LIBOR to borrow under the loan facility and it carries Moody's B3 rating and Standard & Poor's CCC+ rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Burlington Coat Factory Investments Holdings, Inc., and its subsidiaries operate stores in 44 states and Puerto Rico, which sell apparel, shoes and accessories for men, women and children. A majority of the stores offer a home furnishing and linens department and a juvenile furniture department. As of Sept. 4, 2009, the Company operates 433 stores under the names "Burlington Coat Factory Warehouse" (415 stores), "MJM Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and "Super Baby Depot" (one store) in 44 states and Puerto Rico. As reported by the Troubled Company Reporter on June 29, 2009, Fitch Ratings affirmed its Issuer Default Rating at 'B-'; US$800 million asset-based revolver rating at 'B+/RR1'; US$900 million term loan rating at 'B/RR3', on Burlington Coat Factory Warehouse Corp. Fitch revised these ratings to reflect the new issue rating definitions as of March 2009 -- US$305 million senior unsecured notes revised to 'CC/RR6' from 'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6' from 'CCC-/RR6'. CABLEVISION SYSTEMS: Q3 2009 Net Income Widens to $98,599,000 ------------------------------------------------------------- Cablevision Systems Corporation posted wider net income of $98,599,000 on net revenues of $1,839,895,000 for the three months ended September 30, 2009, from net income of $31,402,000 on net revenues of $1,747,560,000 for the same period a year ago. For the nine months ended September 30, 2009, Cablevision reported $206,676,000 net income on net revenues of $5,628,312,000 compared with $96,054,000 net income on net revenues of $5,186,344,000 for the same period a year ago. Net income attributable to Cablevision shareholders is $98,942,000 for the three months ended September 30, 2009, compared with $30,948,000 net income for the same period a year ago. For the nine months ended September 30, 2009, net income attributable to Cablevision shareholders is $207,167,000 compared with $95,091,000 net income for the same period a year ago. At September 30, 2009, the Company had $10,127,998,000 in total assets against $15,321,360,000 in total liabilities. The September 30 balance sheet also showed strained liquidity: the Company had $2,007,847,000 in total current assets, including $336,571,000 in cash and cash equivalents, against $2,119,522,000 in total current liabilities. Cablevision President and CEO James L. Dolan commented: "Cablevision continued to deliver solid results in the third quarter. In addition to an increase in revenue, the company reported an impressive gain in AOCF fueled by continuing growth across all of our key businesses -- cable, Rainbow and MSG. Also noteworthy in the third quarter, Cablevision generated $220 million in free cash flow, our cable business surpassed two million voice customers and Rainbow National Services' generated a significant increase in advertising revenue of more than 18 percent. We are pleased with our momentum in what remains a challenging environment and continue to focus on building our businesses for the long-term. Separately, we are moving forward with the spin-off of our Madison Square Garden business and believe we are on track to complete the transaction by year-end," Mr. Dolan concluded. On October 28, 2009, Newsday LLC entered into an amendment to its credit facility that provides for: (a) the replacement of the 1.1 to 1 consolidated interest coverage ratio covenant with a $25,000 minimum liquidity covenant, (b) an increase in the interest rate applicable for the $525,000 of fixed rate loans from 9.75% to 10.50%, (c) an increase in the interest rate margin applicable to the $125,000 of floating rate term loans from 5.50% to 6.25% and (d) increases in the prepayment premiums applicable to repayments of term loans prior to maturity. Newsday LLC paid each consenting lender a fee equal to 0.25% of the lender's commitment. Newsday, which accounted for approximately 4% of Cablevision's consolidated revenues, net of inter-segment eliminations, for the nine months ended September 30, 2009, consists of the Newsday daily newspaper, amNew York, Star Community Publishing Group, and online websites including newsday.com and exploreLI.com. Since Newsday's acquisition on July 29, 2008, it has experienced a decline in consolidated revenues, earnings and operating income, as compared to the prior year periods, primarily due to decreased advertising revenues. The decrease in advertising revenues has resulted from the current economic environment and increased competition for advertising dollars from other media, particularly the Internet, and this decline has continued into 2009. In October 2009, Newsday transitioned to a subscriber access model for its website's content. This initiative is expected to have a negative impact on website traffic. The website is available for no additional charge to Newsday subscribers and to Optimum Online customers. In late October 2009, the Company received a ruling from the Internal Revenue Service with respect to the tax-free nature of the Madison Square Garden business spin-off. The Company believes that it is on track to complete the transaction by year-end. On July 29, 2009, the Board of Directors of Cablevision authorized the Company's management to file the appropriate documents with the Securities and Exchange Commission and the IRS to formally pursue a tax-free spin-off of MSG. It is anticipated that the spin-off would take the form of a distribution to all shareholders of Cablevision, with holders of Cablevision NY Group Class A common stock receiving Class A shares in Madison Square Garden and holders of CNYG Class B common stock receiving Class B shares in Madison Square Garden. Completion of the spin-off is subject to numerous conditions and all required regulatory approvals, including receipt of a ruling from the IRS and final approval of the Cablevision Board of Directors. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?4882 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4883 Cablevision also reports that on November 4, 2009, the Unaudited Condensed Consolidated Financial Statements of its indirect wholly owned subsidiary Rainbow National Services LLC and subsidiaries, as of September 30, 2009, and December 31, 2008, and for the three and nine months ended September 30, 2009 and 2008, and Management's Discussion and Analysis of Financial Condition and Results of Operations were furnished to RNS bondholders in accordance with the requirements of the Indenture, dated as of August 20, 2004, relating to RNS' and RNS Co-Issuer Corporation's $300,000,000 8-3/4% Senior Notes due 2012 and the Indenture, dated as of August 20, 2004, relating to RNS' and RNS Co-Issuer Corporation's $325,000,000 10-3/8% Senior Subordinated Notes due 2014. A full-text copy of the RNS Unaudited Condensed Consolidated Financial Statements is available at no charge at: http://ResearchArchives.com/t/s?4884 A full-text copy of the RNS Management's Discussion and Analysis of Financial Condition and Results of Operations is available at no charge at http://ResearchArchives.com/t/s?4885 Rainbow net revenues for the third quarter of 2009 increased 3.5% to $260.1 million, AOCF rose 37.8% to $86.0 million, and operating income grew 82.7% to $53.5 million, all compared to the prior year period, Cablevision reported. About Cablevision Systems Headquartered in Bethpage, New York, Cablevision Systems Corporation (NYSE:CVC) -- http://www.cablevision.com/-- is a media and entertainment company. Its cable television operations serve more than 3 million households in the New York metropolitan area. The company's advanced telecommunications offerings include its iO: Interactive Optimum digital television, Optimum Online high-speed Internet, Optimum Voice digital voice-over-cable, and its Optimum Lightpath integrated business communications services. Cablevision operates several programming businesses, including AMC, IFC, Sundance Channel and WE tv, through Rainbow Media Holdings LLC, and serves the New York area as publisher of Newsday and other niche publications through Newsday LLC. Cablevision also owns Madison Square Garden and its sports teams, the New York Knicks, Rangers and Liberty. The company operates New York's famed Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre, and owns and operates Clearview Cinemas. As reported by the Troubled Company Reporter on Sept. 11, 2009, Standard & Poor's Ratings Services the 'BB' corporate credit rating of Cablevision. Cablevision has around $11.8 billion of debt reported outstanding at June 30, 2009. The outlook is negative. Cablevision carries "Ba2" Corporate Family and Probability of Default Ratings from Moody's. CALIFORNIA COASTAL: KeyBank Wants Accounting of Cash Collateral --------------------------------------------------------------- KeyBank National Association, the agent for prepetion lenders, the holder of certain promissory notes and other loan documents secured by Deeds of Trust on the Brightwater Community real property situated in Orange County, California, is asking the U.S. Bankruptcy Court for the Central District of California to require California Coastal Communities, Inc., et al. to provide an accounting of all Cash Collateral in the possession of the Debtor and as to any Cash Collateral used by the Debtor since the date the Petition was filed. KeyBank National says that all of its rights, remedies, claims and defenses with respect to the Collateral are reserved and not waived. KeyBank National perfects its security interests in all collateral, which includes all property listed in: (1) the "Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing," dated on or about September 15, 2006, and recorded in the Official Records of the County of Orange, California, on or about September 15 2006, as Document No 2006000617267, a copy of which is available for free at: http://bankrupt.com/misc/CALIFORNIACOASTAL_deed of trust.pdf and/or the "Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing," dated on or about September 15, 2006, and recorded in the Official Records of the County of Orange, California on or about September 15, 2006, as Document No 2006000617268, a copy of which is available for free at: http://bankrupt.com/misc/CALIFORNIACOASTAL_deed of trust 2.pdf KeyBank National wants the Debtors to segregate all of the Collateral which constitutes the agent's cash collateral and that the Debtors place sums in an appropriate and specifically designated Cash Collateral bank account. KeyBank National doesn't consent to the use of its Cash Collateral. About California Coastal California Coastal Communities, Inc., (Nasdaq: CALC) -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CALIFORNIA COASTAL: Can Sell Trails Home Lot Property ----------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has authorized California Coastal Communities, Inc. et al., to sell the home located at Trails Home Lot 2, upon consent of the prepetition agent, KeyBank National Association. The judge ruled that the Debtors can't sell other homes without approval from the Bankruptcy Court. As of the Petition Date, the Debtors are parties to 17 contracts for the construction and/or sale of homes in the Brightwater Project (the prepetition sales contracts). The Debtors' Brightwater Project is also subject to liens arising from the Debtors' prepetition secured financing facilities. The Debtors are parties to a Senior Secured Revolving Credit Agreement, dated as of September 15, 2006, with KeyBank as agent and lender and other lenders and a Senior Secured Term Loan Agreement, dated as of September 15, 2006, with the Agent and other lenders. The Debtors sought the Court's approval to enter into new contracts for the construction and sale of the homes, and to close the sales without seeking and obtaining individual court orders for each sale. The Debtors, to close the sales, must be able to transfer title to homebuyers free and clear of all liens and interests in such property, all without the necessity of seeking and obtaining a court order for each individual sale. The Debtors said that their escrow agents and title insurance agents aren't likely to proceed with home sale closings unless the Debtors provide assurance that the Operational Liens won't cloud title to the homes. The Debtors' customers and their lenders could have similar concerns. The Court authorized: -- the Debtors and any intermediary financial institution or escrow company participating in the first home closing to transfer title, deed property and take any other actions as may be necessary to transfer ownership from Signal Landmark to the Debtors' homebuyer; -- the sale of the first home by the Debtors to be free and clear of any and all liens, claims, interests and encumbrances. Sale proceeds will be deposited in a segregated bank account at Union Bank and will constitute cash collateral of the Prepetition Agent; -- the Debtors' title insurance agents and underwriters to provide title insurance without exception notwithstanding any statutory requirements requiring a gap affidavit or other documentation; -- the Debtors to hold the proceeds of the First Home sale, subject to the terms set forth herein, and any intermediary financial institution or transfer agency participating in the closing of the sale of the First Home will transfer the proceeds to the Union Bank Home Account; -- financial institutions to receive, process, honor and pay checks presented for payment and electronic payment requests relating to the relief granted in this order; and -- the Debtors to only use the proceeds from the sale of the First Home to the extent set forth in any order authorizing the use of cash collateral. Operational Lien Claims secured by valid and enforceable Operational Liens will be deemed secured claims against the Debtors to the extent of the proceeds from the sale of the First Home. No Operational Lien Claimant will have any claim against the Debtors' escrow agents, title insurance agents or underwriters or the purchaser of the First Home with respect to any asserted Operational Lien or other claim or interest relating to the First Home. Unpaid operational lien claimants may send to the Debtors a written demand for payment (i) setting forth the location(s) of the property sold, (ii) stating the amount of its asserted claim(s), (iii) describing, with particularity, the reason(s) the operational lien claimants believe they have valid operational lien against the individual property sold, and (iv) attaching documentation (i.e., invoices or purchase orders) or other information sufficient to demonstrate that a valid Operational Lien Claim existed as of the Closing Date with respect to such property. The Debtors must respond to each Demand within ten business days after receipt of a Demand. About California Coastal California Coastal Communities, Inc., (Nasdaq: CALC) -- http://www.californiacoastalcommunities.com/-- is a residential land development and homebuilding company operating in Southern California. The Company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CALIFORNIA COASTAL: Has Until December 10 to File Schedules ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended until Dec. 10, 2009, Coastal Communities, Inc.'s time to file its schedules of assets and liabilities; lists, and statements of financial affairs. California Coastal Communities, Inc., is a residential land development and homebuilding company operating in Southern California. The company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CALIFORNIA COASTAL: Hovde Discloses Ownership of 11.32% of Common ----------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission, Hovde Capital Advisors LLC and its affiliates disclosed that they may be deemed to beneficially own shares of California Coastal Communities Inc.'s common stock: Shares Beneficially Company Owned Percentage ------- ------------ ---------- Hovde Capital Advisors LLC 1,244,243 11.32% Financial Institution Partners Master Fund LP 1,040,902 9.47% Financial Institution Partners III, LP 167,662 1.52% Financial Institution Partners IV, LP 35,679 0.32% Eric D. Hovde 1,244,243 11.32% As of June 30, 2009, there were 10,995,902 shares of common stock, $.05 par value per share, outstanding. This Schedule 13G is being filed by the foregoing reporting pesons with respect to 1,244,243 shares of common stock of California Coastal Communities, Inc., par value $0.05, which constitutes approximately 11.32% of the issued and outstanding common shares. A full-text copy of California Coastal's Schedule 13G is available for free at http://researcharchives.com/t/s?48bb About California Coastal California Coastal Communities, Inc., is a residential land development and homebuilding company operating in Southern California. The company's principal subsidiaries are Hearthside Homes which is a homebuilding company, and Signal Landmark which owns 105 acres on the Bolsa Chica mesa where sales commenced in August 2007 at the 356-home Brightwater community. Hearthside Homes has delivered 2,200 homes to families throughout Southern California since its formation in 1994. Irvine, California-based California Coastal Communities, Inc., filed for Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester, Esq., who has an office in Los Angeles, California, assists the Company in its restructuring efforts. The Company listed $100,000,001 to $500,000,000 in assets and $100,000,001 to $500,000,000 in liabilities. CATALYST PAPER: Posts C$13.2 Million Net Earnings for Q3 2009 ------------------------------------------------------------- Catalyst Paper recorded net earnings of C$13.2 million and a net loss before specific items of C$19.8 million in the third quarter of 2009, compared to a net loss of C$1.9 million and a net loss before specific items of C$25.6 million in the second quarter. EBITDA was C$22.9 million compared to C$6.1 million in the prior quarter. Q3 EBITDA included restructuring costs of nil, compared to C$12.3 million in Q2. EBITDA before these specific items for Q3 was C$22.9 million, compared to C$18.4 million in Q2. The Company said it continues to review alternatives for the refinancing of its senior unsecured notes in advance of their maturity dates in 2011 and 2014. Although the global economy showed some signs of stabilizing during the third quarter of 2009, market conditions for the Company's paper products, particularly in North America, did not demonstrate a marked improvement over the second quarter of 2009, according to the Company. Demand for printing papers remained weak, and industry operating rates continued at very low levels. Late in the quarter, demand and prices for the Company's paper products began to stabilize as the Company entered what has traditionally been a seasonally stronger part of the year. However, reported benchmark prices were down quarter-over-quarter USC$122 per tonne for newsprint, USC$54 per ton for lightweight coated and USC$40 per ton for SC-A uncoated paper. In contrast, pulp prices improved during Q3, primarily due to continued strong demand from China and industry production curtailments, resulting in the reported benchmark price for northern bleached softwood kraft pulp increasing USC$91 per tonne quarter-over-quarter. This prompted the Company to announce the restart of one of its two NBSK production lines at Crofton, which became effective October 5, 2009. During Q3, the Company maintained similar production curtailment levels to those seen in Q2. The Company curtailed 48% of its newsprint capacity, 19% of its specialty printing papers capacity and 100% of its market pulp capacity in Q3. This represented curtailment of 42% of the Company's total market capacity for the quarter. The Company continued to focus on reducing its fixed costs in Q3, including implementing restructuring initiatives announced in prior quarters, pursuing its legal challenge to unreasonably high municipal property taxes, and maintaining capital expenditures at low levels. However, the impact of lower paper prices and a stronger Canadian dollar continued to negatively impact the Company's operating and net earnings. On July 24, 2009, Powell River Energy Inc., in which the Company is a 50% joint venture partner, refinanced its C$75 million of 6.387% first mortgage bonds through the issuance of C$95 million of 6.450% first mortgage bonds. These new bonds mature in 2016 and are non-recourse to the Company. In October 2009, the B.C. Superintendent of Pensions granted the Company a five-year extension to the time period within which amortization payments for solvency deficiencies are required to be made with respect to certain of its defined benefit pension plans. The extension is effective as of July 1, 2009 and amortizes solvency contribution payments over 10 years ended December, 2017, instead of five years ended December, 2012. As a result, the Company's cash payments to the respective plans are expected to be reduced by C$2.9 million for the second half of 2009, and C$5.7 million for 2010, for a total reduction of C$8.6 million to the end of 2010. The payment schedule beyond 2010 will be established by the next formal actuarial valuation which is required to be filed for the period ended no later than December 31, 2010. In October 2009, the Company was allocated C$18 million of credits under the federal government's "Green Transformation Program." To access these credits, the Company is required to submit capital project proposals that will improve energy efficiency and environmental performance at any of its mills in Canada for pre- approval no later than March 31, 2012. Funding will be applied as capital expenditures are incurred towards approved projects. The Company's liquidity improved by C$16.7 million in Q3 from Q2 primarily as a result of cash received from PREI following its successful refinancing in July, 2009 and free cash flow generation of C$6.3 million. At September 30, 2009, the Company had C$2.20 billion in total assets against C$1.29 billion in total liabilities. At September 30, 2009, the Company had liquidity of C$192.9 million, comprised of C$90.6 million cash, and availability of C$102.3 million on the Company's asset-based loan facility. A full-text copy of the MANAGEMENT'S DISCUSSION AND ANALYSIS is available at no charge at http://ResearchArchives.com/t/s?488e A full-text copy of the INTERIM CONSOLIDATED FINANCIAL STATEMENTS is available at no charge at http://ResearchArchives.com/t/s?488f On June 23, 2009, the Company said it is reviewing alternatives to address the maturity of its senior unsecured notes of US$354 million, 8.625% notes and US$250 million, 7.375% notes which mature in June 2011 and March 2014, respectively. The Company intends to take proactive steps towards refinancing in light of current adverse credit conditions and the absence of any signs of a meaningful recovery for the Company's product lines. The Company's long-term corporate credit ratings were lowered from B to CCC+ by Standard & Poor's Rating in June 2009 and from B1 to B3 by Moody's Investors Service in July 2009. The rating declines reflect both the announced review of refinancing alternatives and the weak market environment for the Company's products. About Catalyst Paper Headquartered in Richmond, British Columbia, Catalyst Paper Corporation (TSX:CTL) manufactures diverse specialty printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With six mills strategically located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 2.5 million tonnes. At June 30, 2009, Catalyst had C$2.2 billion in total assets and C$1.3 billion in total liabilities. CATHOLIC CHURCH: SJ Priests' Victims Proofs of Claim Due Nov. 30 ---------------------------------------------------------------- Billing Gazette reports that the Survivors Network of those Abused by Priests (SNAP) encourages others who have suffered sexual abuse at the hands of a Jesuit priest in Nome, Alaska, to come forward because the November 30 deadline looms for victims of abuse who fall in the Oregon Province of the Society of Jesus to file a claim. Based in Portland, Oregon, Oregon Province of Society of Jesus filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. Oreg. Case No. 09-30938). Alex I Poust, Esq., Howard M. Levine, Esq., and Thomas W. Stilley, Esq., at Sussman Shank LLP, represent the Debtor in its restructuring efforts. In its petition, the Debtor listed $4,820,386 in assets and $61,775,829 in debts. CEDAR FAIR: Bank Debt Trades at 5.47% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Cedar Fair LP is a borrower traded in the secondary market at 94.53 cents-on-the- dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.17 percentage points from the previous week, The Journal relates. Cedar Fair LP pays interest at 400 points above LIBOR. The bank loan matures on Aug. 30, 2012. The bank loan carries Moody's Ba3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Headquartered in Sandusky, Ohio, Cedar Fair LP (NYSE: FUN) -- http://www.cedarfair.com/-- is a publicly traded partnership and one of the largest regional amusement-resort operators in the world. The Partnership owns and operates 12 amusement parks, five outdoor water parks, one indoor water park and six hotels. Cedar Fair is the second-largest regional theme park company in the U.S. in terms of attendance. Cedar Fair carries a 'B+' corporate credit rating from Standard & Poor's Ratings Services. CENTAUR PA: Sec. 341 Meeting Set for December 10 ------------------------------------------------ The U.S. Trustee for Region 3 will convene a meeting of Centaur PA Land, LP's creditors on December 10, 2009, at 10:00 a.m. at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Indianapolis, Indiana-based Centaur PA Land, LP, filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Delaware Case No. 09-13760). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. CHAMPION ENTERPRISES: Credit Suisse Moves Forbearance to Nov. 13 ---------------------------------------------------------------- Champion Enterprises, Inc., and Champion Home Builders Co., a wholly owned subsidiary of the Company, and certain additional subsidiaries of the Company on November 5, 2009, executed an extended waiver and forbearance agreement relating to the Amended and Restated Credit Agreement among the Company, Champion Homes, Credit Suisse, Cayman Islands Branch, as Administrative Agent, and the lenders party thereto, dated as of April 7, 2006, as amended. Pursuant to the Extended Forbearance Agreement, the Lenders extended the previous Forbearance Agreement (which had been entered into on October 9, 2009) in all material respects from October 30, 2009 through November 13, 2009. The Extended Forbearance Agreement remains subject to termination prior to such date upon the occurrence of certain triggering events described in the Forbearance Agreement. At the end of the second quarter, the company was not in compliance with the amended financial covenants contained in its bank credit facility. In addition to seeking an amendment to the credit facility, Champion is exploring other alternatives, which could include a debt restructuring. A full-text copy of the Extended Forbearance Agreement is available at no charge at http://ResearchArchives.com/t/s?48b4 About Champion Enterprises Troy, Michigan-based Champion Enterprises, Inc. -- http://www.championhomes.com/-- operates 27 manufacturing facilities in North America and the United Kingdom distributing its products through independent retailers, builders and developers. The Champion family of builders produces manufactured and modular homes, as well as modular buildings for government and commercial applications. As of July 4, 2009, the Company had $596.4 million in total assets; and total current liabilities of $269.6 million, long-term debt of $193.5 million, deferred tax liabilities of $38.1 million, and other long-term liabilities of $31.4 million; resulting in shareholders' equity of $63.6 million. In August 2009, Standard & Poor's Ratings Services lowered its ratings, including its corporate credit ratings, on Champion Enterprises and Champion Home Builders. S&P lowered the corporate credit ratings to 'CC' from 'CCC-'. The outlook is negative. "The rating action reflects the increased likelihood of a debt restructuring, which S&P would view as distressed and tantamount to default," said Standard & Poor's credit analyst George Skoufis. CHARTER COMMUNICATIONS: HBO Demands $6.4M for Affiliate Deals ------------------------------------------------------------- Law360 reports that Home Box Office is seeking cure amounts adding up to $6.4 million for unpaid affiliation agreements it held with Charter Communications Inc., rejecting the cable provider's plan to offer HBO nothing for Charter's long-standing debt under its Chapter 11 reorganization plan. To recall, Bankruptcy Judge James Peck approved in a bench ruling on October 15, 2009, the Debtors' Plan to reorganize by reinstating $11.8 billion in debt. The Plan is premised on a global settlement with Paul G. Allen and is supported by the members of an Unofficial Crossover Committee representing the interests of Holders of CCH I Notes and CCH II Notes. Judge Peck is yet to issue an order confirming Charter's Plan. The Court indicated that it would confirm the Plan and issue a confirmation order within the next several weeks, Charter previously disclosed in a statement. Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Pacific Microwave filed for bankruptcy April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. Charter filed its Chapter 11 petitions to implement a financial restructuring, which, upon approval, would reduce the Company's debt by approximately $8 billion. The Hon. James M. Peck presides over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, serve as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, serves as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel. Ernst & Young LLP is the Debtors' tax advisors. KPMG LLP is the Debtors' independent auditors. The Debtors' valuation consultants are Duff & Phelps LLC; the Debtors' financial advisors are Lazard Freres & Co. LLC; and the Debtors' restructuring consultants are AlixPartners LLC. The Debtors' regulatory counsel is Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent is Kurtzman Carson Consultants LLC. Bankruptcy Creditors' Service, Inc., publishes Charter Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Charter Communications and more than 100 of its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: New Chrysler Presents 5-Year Business Plan -------------------------------------------------------- Chrysler's chairman of the board, C. Robert Kidder, and other board members presented the Chrysler Group LLC's business plan for 2010 to 2014. The fresh crop of vehicles will include three new Dodge sedans, with the first hitting showrooms in 2012, and perhaps a midsize truck even sooner. Several revamped and new models are also on the way from Chrysler, Ram and Jeep. Chrysler Group projects a break even by 2010 and full payment of its debt to the U.S. government by 2014. According to MarketWatch, CFO Richard Palmer said he expects Chrysler Group, which is partly owned by Fiat, S.p.A, to sell about 2.8 million cars and trucks by 2014, up from 1.3 million in 2009, with the Jeep and Chrysler brands leading the improvement. The forecast is based on the U.S. market growing from 10.5 million cars and trucks in 2009 to 14.5 million in 2014. Mr. Kidder said Chrysler's top priority is to invest to "create a compelling brand and product offering." The Company expects to launch three new Dodge sedans by 2012 and revamped or new models for Chrysler, Ram and Jeep. About Chrysler LLC Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Mopar(R) and Global Electric Motors (GEM) brand vehicles and products. With the resources, technology and worldwide distribution network required to compete on a global scale, the alliance builds on Chrysler's culture of innovation -- first established by Walter P. Chrysler in 1925 -- and Fiat's complementary technology -- from a company whose heritage dates back to 1899. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Dodge Ram. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30 sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group LLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler has changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of December 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. Fiat has a 20 percent equity interest in Chrysler Group. Bankruptcy Creditors' Service, Inc., publishes Chrysler Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Chrysler LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHUGH SHOPPING CENTER: Case Summary & 19 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Chugh Shopping Center, Inc. 3613 Salem Road Covington, GA 30016 Case No.: 09-89439 Chapter 11 Petition Date: November 3, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Parmesh N. Dixit, Esq. Suite 200, 5555 Glenridge Connector Atlanta, GA 30342 Tel: (404) 585-4200 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Jawahar L. Chugh, the company's CEO. Debtor's List of 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sam's Club Trade Debt $20,000 Georgia Power Trade Debt $1,500 AT&T Trade Debt $400 AT&T Advertising Trade Debt $6,000 & Publishing Newton County Trade Debt $200,000 Tax Commissioner Betco, Inc. Trade Debt $600,000 228 Commerce Blvd. Statesville, NC 28625 Universal Insurance Trade Debt $22,000 Newton County Trade Debt $600 Water & Sewer Snapping Shoals Trade Debt $7,500 EMC People's Bank Bank loan $2,100,000 PO Box 80968 Conyers, GA 30013 Skull Fuller Trade Debt $91,900 Pinnacle Bank Bank loan $4,000,000 PO Box 430 Elberton, GA 30635 BB&T Bank loan $5,600,000 PO Box 580050 Charlotte, NC 28258-0050 United Community Bank Bank loan $2,200,000 9100 Covington Bypass Covington, GA 30014 United Community Bank Bank loan $257,000 9100 Covington Bypass Covington, GA 30014 American United Bank Bank loan $3,400,000 1888 Old Norcross Road Lawrenceville, GA 30044 ThyssenKrupp Elevator Trade Debt $58,500 Greba Metal Trade Debt $38,000 Jawahar L. Chugh Trade Debt $5,000,000 CINCINNATI BELL: Posts $28 Million Third Quarter 2009 Net Income ---------------------------------------------------------------- Cincinnati Bell Inc. on Thursday reported third quarter 2009 net income of $28 million, or 12 cents diluted earnings per share, which is a per share increase of 18% compared to the third quarter of 2008 and 7% versus the second quarter of 2009. Total revenues for the third quarter 2009 of $338 million decreased 3% from the third quarter of 2008 but increased 3% sequentially. Operating income of $73 million, which includes a $5 million loss on sale of wireless spectrum, decreased $7 million or 8% compared to the third quarter 2008, and decreased $2 million or 3% compared to the second quarter 2009. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) of $120 million was comparable to last year and up $2 million or 2% sequentially. "Despite the continuing difficult economic climate, we are pleased that our revenue increased compared to the second quarter, driven by growth in our Technology Solutions and Wireless businesses. This enabled us to deliver the same level of Adjusted EBITDA that we generated last year," said Jack Cassidy, president and chief executive officer. "Now that we have refinanced our 2013 debt, we have a significant amount of operating and financial flexibility. This flexibility will allow us to focus our efforts on investing and growing our data center business, which over the last few years has performed extremely well and was recently recognized as a service provider partner to the newly formed Virtual Computing Environment Coalition. This joint venture includes Cisco, EMC and VMware and will provide private virtualized cloud services. We believe this partnership will continue to help transform and further grow our data center business." Quarterly Highlights * Quarterly revenue from Technology Solutions totaled $78 million, reflecting a year-over-year increase in data center and managed services revenue of $3 million or 10% and an increase in revenue from telecom and IT equipment of $2 million or 5%. The growth in the data center business was the primary contributor to the 16% increase in Adjusted EBITDA for Technology Solutions. On a sequential quarterly basis, revenue and Adjusted EBITDA increased 18% and 21%, respectively, due to increased equipment sales. * Wireless service revenue in the third quarter 2009 was $72 million compared to $74 million in the prior year quarter. Higher data revenue, driven by smartphone subscriber growth, was more than offset by lower voice revenue resulting from a year-over-year decline in postpaid voice minutes of use per subscriber. Cincinnati Bell's focus on smartphone subscriber growth resulted in an additional 6,000 smartphone subscribers in the third quarter of 2009. * Cincinnati Bell continued to repurchase common stock under the program authorized by its Board of Directors in February 2008. In the third quarter of 2009, common stock repurchases totaled 7 million shares for $25 million. Since the program's inception, the company has purchased 44 million shares for $136 million, representing 18% of shares outstanding at the end of 2007 and leaving $14 million to be spent in the fourth quarter to complete the program. * The company's net debt2 decreased by $86 million from the third quarter of 2008 to $1.89 billion, dropping below $1.9 billion for the first time in 10 years. Free cash flow of $35 million for the third quarter of 2009 increased $12 million from the prior year period. Financial and Operations Review "This quarter's profitability clearly shows the results of the aggressive expense reductions we took in the first half of the year, which enabled us to improve our Adjusted EBITDA margin by almost a full percentage point and deliver the same Adjusted EBITDA versus the prior year on lower revenue," said Gary Wojtaszek, chief financial officer. "We also continued to focus on managing our balance sheet by completing an additional $25 million of share repurchases, opportunistically purchasing $33 million of debt at a 24% discount, and, in October 2009, refinancing $440 million of debt with a very attractive $500 million 8-1/4% senior notes offering that doesn't mature until 2017." Cincinnati Bell reaffirms its guidance for 2009: Category 2009 Guidance -------- ------------- Revenue $1.3 - $1.4 billion Adjusted EBITDA Approx. $480 million* Free Cash Flow Approx. $150 million* * Plus or minus 2% A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4890 About Cincinnati Bell Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE: CBB) -- http://www.cincinnatibell.com/-- provides integrated communications solutions-including local, long distance, data, Internet, and wireless services. In addition, the Company provides office communications systems as well as complex information technology solutions including data center and managed services. Cincinnati Bell conducts its operations through three business segments: Wireline, Wireless, and Technology Solutions. As of June 30, 2009, Cincinnati Bell had $2.00 billion in total assets and $2.63 billion in total liabilities, resulting in a $623.7 million in shareowners' deficit. * * * As reported by the Troubled Company Reporter on October 2, 2009, Fitch Ratings has assigned a 'BB-/RR3' rating to Cincinnati Bell'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. Standard & Poor's Ratings Services assigned a 'B+' issue-level and a '3' recovery rating to Cincinnati Bell's $500 million senior notes due 2017. The '3' recovery rating indicates expectations for meaningful (50%-70%) recovery in the event of a payment default. In addition, S&P affirmed all ratings on CBI, including the 'B+' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a Ba3 rating to Cincinnati Bell's $500 million senior unsecured notes offering. 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. CIT GROUP: DBRS Downgrades All Ratings to 'D' --------------------------------------------- DBRS has today downgraded all ratings of CIT Group Inc. (CIT or the Company) and its subsidiary, CIT Group Funding Company of Delaware, to D. Today's downgrade follows the CIT's announcement that its Board of Directors had approved proceeding with the Company's pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. DBRS will reassign ratings to CIT upon the Company successfully emerging from bankruptcy. CIT GROUP: Bankruptcy Cues Termination of Swap Deals ---------------------------------------------------- Joseph M. Leone, CIT Group Inc.'s Vice Chairman and Chief Financial Officer, said the Company's bankruptcy filing constituted a termination event under various swap agreements to which the Debtors and certain affiliates are party. The Debtors or their affiliates are entitled to receive net payments in the amount of approximately $236 million as a result of such terminations if all of the swap agreements are actually terminated. The amount of such net payments are estimated and are subject to change based upon pricing quotes received by the calculation agent and changes in market interest and foreign currency rates. Mr. Leone also said the Company's bankruptcy filing constituted an event of default or termination event and caused the automatic and immediate acceleration of all debt outstanding under a number of instruments and agreements relating to financial obligations of the Debtors and certain of their affiliates. The Debtors believe that any efforts to enforce the payment obligations under the Accelerated Financial Obligations are stayed as a result of the filing of the Voluntary Petitions, with the exception of certain unsecured credit facilities to affiliates of roughly $284.1 million, certain transactions under various swap agreements, and certain aircraft and rail leases. The material Accelerated Financial Obligations include: -- the vast majority of the unsecured credit facilities and loans of the Company and its affiliates in the aggregate amount outstanding of approximately $4.1 billion; -- all of the senior unsecured notes issued by each of the Debtors in the aggregate amount outstanding of approximately $28 billion; -- all of the Company's subordinated notes in the aggregate amount outstanding of approximately $1.1 billion; and -- all of the Company's junior subordinated notes in the aggregate amount outstanding of approximately $750 million. The filing of the Voluntary Petitions constituted an event of default under certain aircraft and rail leases under which a wholly-owned subsidiary of the Company is the head lessee. The head lessee's obligations under these leases are guaranteed by the Company. In the event that the head lessor under each lease demands stipulated loss payments as a result of the event of default, the head lessee, or the Company as guarantor, would be obligated to make such payments in the amount of approximately $1.7 billion. However, as a result of such payments, the Company expects that it would receive title to air and rail assets from the head lessors currently valued at approximately $1.3 billion. About CIT Group 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. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D. Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. As of June 30, 2009, CIT Group had total assets of $71,019,200,000 against total debts of $64,901,200,000. Bankruptcy Creditors' Service, Inc., publishes CIT Group Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) CIT GROUP: NYSE Suspends Listing of Securities ---------------------------------------------- NYSE Regulation, Inc., on November 2, 2009, said it determined that listing of CIT Group Inc.'s (i) common stock (ticker symbol: CIT); (ii) 6.350% Non-Cumulative Preferred Stock, Series A (ticker symbol: CIT PR A); (iii) 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C (ticker symbol: CIT PR C); and (iv) equity units (ticker symbol: CIT PR Z), in each case on the New York Stock Exchange, should be suspended prior to the market opening on November 3, 2009. NYSE Regulation determined that the Company is no longer suitable for listing in light of the November 1, 2009 commencement of the Chapter 11 cases by the Debtors which is sufficient grounds for the commencement of delisting procedures pursuant to Section 802.01D of the NYSE's Listed Company Manual. "At this time the Company does not intend to take any action to appeal NYSE Regulation's decision and therefore, it is expected that the Company's securities described above will be delisted after completion by the NYSE of application to the Securities and Exchange Commission," Joseph M. Leone, CIT's Vice Chairman and Chief Financial Officer, said on Wednesday. Under the terms of the Company's 8.75% Non-Cumulative Perpetual Convertible Preferred Stock, Series C, as a result of the delisting of the Company's common stock, each share of Series C Preferred Stock is immediately convertible into 9.0909 shares of the Company's common stock. Due to the automatic stay in connection with the Chapter 11 Cases, the Company is prohibited from paying cash in lieu of any fractional shares. About CIT Group 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. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D. Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were included in the filings. As of June 30, 2009, CIT Group had total assets of $71,019,200,000 against total debts of $64,901,200,000. Bankruptcy Creditors' Service, Inc., publishes CIT Group Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) CIT GROUP: Proposes to Employ FBG as Voting Agent ------------------------------------------------- CIT Group, Inc., and CIT Group Funding Company of Delaware LLC seek the Court's authority to employ Financial Balloting Group as their voting agent in connection with the solicitation and tabulation of votes with respect to the Prepackaged Plan of Reorganization, and special noticing agent for publicly held securities. According to Eric Mandelbaum, senior vice president and deputy general counsel at CIT Group, Inc., the Debtors have numerous public securities holders to whom certain notices may be sent if further solicitation of votes for the Plan is required. The successful dissemination of the solicitation materials requires close coordination to ensure that they are properly forwarded. Similarly, the collection of votes from the Holders of Securities necessitates close cooperation. Mr. Mandelbaum maintains that FBG is well-qualified to act as the Voting Agent and Special Noticing Agent, as the firm specializes in bankruptcy transactions involving public securities, including notes, particularly in the context of soliciting and tabulating votes on a plan of reorganization. As Voting and Special Noticing Agent, FBG will: (a) provide advice to the Debtors and their counsel regarding all aspects of the Plan vote, including timing issues, voting and tabulation procedures and documents needed for the vote; (b) prepare a certificate of service for filing with the Court; (c) handle requests for documents from parties in interest, Including brokerage firm and bank back-offices and institutional holders; (d) respond to telephone inquiries from nominees regarding the voting procedures, but restrict its answers to the information contained in the Plan documents and seek assistance from the Debtors or their counsel on any questions that fall outside of the voting documents; (e) receive and examine all ballots and master ballots cast by holders of bonds, and date-stamp the originals of all Ballots upon receipt; and (f) tabulate all Ballots received prior to the voting deadlines in accordance with established procedures, and prepare a vote certification for filing with the Court. The Debtors will pay FBG's professionals based on these hourly consulting fee rates: Professional Hourly Rate ------------ ----------- Executive Director $410 Vice President $360 Senior Case Manager $300 Case Manager $240 Case Analyst $190 Programmer II $195 Programmer I $165 Clerical $65 The Debtors will also reimburse FBG for its necessary out-of- pocket expenses. Jane Sullivan, Executive Director of FBG, assures Judge Gropper that FBG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). FBG will conduct an ongoing review of its files to ensure that no conflict or other disqualifying circumstances exist or arise in relation to their engagement with the Debtors. If any new facts are discovered, FBG will supplement its disclosure to the Court, Ms. Sullivan says. About CIT Group 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. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D. Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were ncluded in the filings. As of June 30, 2009, CIT Group had total assets of $71,019,200,000 against total debts of $64,901,200,000. Bankruptcy Creditors' Service, Inc., publishes CIT Group Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) CIT GROUP: Seeks Approval of Kurtzman Hiring as Claims Agent ------------------------------------------------------------ CIT Group, Inc., and CIT Group Funding Company of Delaware LLC anticipate that there will be hundreds of thousands of creditors and other parties-in-interest involved in their Debtors' chapter 11 cases. To relieve the Office of the Clerk of the Bankruptcy Court for the Southern District of New York of potential burdens imposed by notice servicing and claims administration, the appointment of an outside noticing and claims agent will be effective and efficient. By this application, the Debtors ask the Court to allow them to employ Kurtzman Carson Consultants to serve as noticing and claims agent in their Chapter 11 cases. Having acted as the official noticing and claims agent in numerous bankruptcy cases, KCC is well-qualified to provide noticing and claims administration services to the Debtors and permit them to focus on their reorganization efforts, Eric Mandelbaum, senior vice president and deputy general counsel at CIT, relates. As the Noticing and Claims Agent, KCC will: (a) prepare and serve required notices in these Chapter 11 cases, including: (i) a notice of the commencement of these Chapter 11 cases; (ii) notices of any hearings on the Disclosure Statement and confirmation of the Prepackaged Plan of Reorganization; (iii) a notice of the initial meetings of creditors and equity holders under Section 341 of the Bankruptcy Code, if necessary; and (iv) notice of objections to claims; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs; (c) provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in the Chapter 11 cases; (d) furnish a notice of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, as the Court may approve; (e) file with the Court an affidavit or certificate of service which includes a copy of the notice, a list of persons to whom it was mailed and the date and manner mailed; (f) docket all claims received by the Clerk, maintain the official claims registers for each Debtor on behalf of the Clerk, and provide the Clerk with certified duplicate, unofficial Claims Registers on a monthly basis, unless otherwise directed; (g) specify, in the applicable Claims Register, information for each claim docketed, including (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, and (iv) the classifications of the claim; (h) record all transfers of claims, pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide any notices of the Transfers; (i) Relocate, by messenger, all of the actual proofs of claim filed with the Court to KCC, not less than weekly, if necessary; (j) upon completion of the docketing process, turn over to the Clerk copies of the Claims Register for the Clerk's review; (k) make changes in the Claims Registers pursuant to any Court orders; (l) maintain the official mailing list for each Debtor of all entities that have filed a proof of claim, which will be available upon request by a party-in-interest or the Clerk; (m) assist with, among other things, solicitation and calculation of votes and distribution as required in furtherance of confirmation of the Plan; (n) file with the Court the final version of the Claims Register immediately before the closing of the Chapter 11 cases, if necessary; and (o) At the close of the case, box and transport all original documents, in proper format, as provided by the Clerk, to: The Federal Archives Record Administration Central Plains Region 200 Space Center Drive Lee's Summit, MO 64064 Pursuant to an engagement letter between the parties, the Debtors will pay KCC's professionals based on these hourly rates: Professional Hourly Rate ------------ ----------- Clerical $45 to $65 Project Specialist $80 to $140 Consultant $165 to $245 Senior Consultant $255 to $275 Senior Managing Consultant $295 to $325 Technology/Programming Consultant $145 to $195 The Debtors will also reimburse KCC for out-of-pocket expenses that it may incur. Michael J. Frishberg, vice president of Corporate Restructuring Services of KCC, neither holds nor represents any interest adverse to the Debtors' estates in connection with any matter on which it would be employed. Accordingly, KCC is a "disinterested person," within the meaning of Section 101(14) of the Bankruptcy Code. About CIT Group 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. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D. Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were ncluded in the filings. As of June 30, 2009, CIT Group had total assets of $71,019,200,000 against total debts of $64,901,200,000. Bankruptcy Creditors' Service, Inc., publishes CIT Group Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) CIT GROUP: Wants to Pay Prepetition Sales & Use Taxes ----------------------------------------------------- CIT Group, Inc., and CIT Group Funding Company of Delaware LLC, in the ordinary course of their businesses, incur various tax liabilities and have generally paid those tax liabilities as they became due. The Debtors' books and records, according to Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, reflect that they have paid all Taxes which were due and payable prior to the Petition Date. Different state and government taxing authorities, however, will continue to invoice the Debtors for Taxes relating to periods prior to the Petition Date following the commencement of their Chapter 11 cases, Mr. Galardi says. Specifically, in the aggregate, the Debtors expect that approximately $275,000 in prepetition Taxes will become due and payable following the Petition Date. Of that amount, approximately $50,000 in Taxes will become due and payable within the first 25-days of their Chapter 11 cases. By this motion, the Debtors seek the Court's authority to pay prepetition franchise, commercial, annual report and income taxes and all similar obligations to the appropriate Taxing Authorities in the ordinary course of the Debtors' businesses. Until the request is granted on a final basis, the Debtors seek the authority to pay up to $50,000 in Taxes. Mr. Galardi asserts that the continued payment of the prepetition Taxes on their normal due dates will ultimately preserve the resources of the Debtors' estates, thereby promoting their prospects for a successful reorganization. If the tax obligations are not timely paid, the Debtors will be required to expend time and money to resolve a multitude of issues related to those obligations, each turning on the particular terms of each Taxing Authority's applicable laws, including (a) whether the obligations are priority, secured or unsecured in nature, (b) whether they are proratable or fully prepetition or postpetition, and (c) whether penalties, interest, attorneys' fees and costs can continue to accrue on a postpetition basis, and if so, whether those penalties, interest, attorneys' fees and costs are priority, secured or unsecured in nature, he points out. Mr. Galardi adds that the federal government and many states in which the Debtors operate have laws providing that the Debtors' officers, directors or other responsible employees could, under certain circumstances, be held personally liable for the payment of the Taxes. To the extent any accrued Taxes of the Debtors were unpaid as of the Petition Date in these jurisdictions, the Debtors' officers and directors could be subject to lawsuits during the pendency of the Chapter 11 cases. In those events, collection efforts by the Taxing Authorities would be extremely distracting for the Debtors and their directors and officers in their efforts to bring these Chapter 11 cases to an expeditious conclusion, he tells the Court. Mr. Galardi assures the Court that no prejudice to creditors or other parties-in-interest would result from granting the request. He notes that the Debtors' proposed prepackaged plan of reorganization provides for the reinstatement or payment in full of priority tax claims and general unsecured claims on the effective date of the Plan. The unimpaired treatment of the Taxing Authorities' claims may prompt the Taxing Authorities to argue that they are entitled to accrue fees, interest and penalties on their tax claims from the time they are due until they are paid. Paying those Taxes in the ordinary course of business -- instead of waiting until the effective date of the Plan -- will save the estates the added costs of the Accrued Amounts and the costs of litigating with the Taxing Authorities over whether they are entitled to Accrued Amounts, Mr. Galardi points out. The Debtors also ask the Court to authorize the Debtors' banks to receive, process, honor and pay all checks, drafts or other forms of payment drawn or issued on the Debtors' bank accounts prior to the Petition Date in respect of those Taxes, provided that sufficient funds are on deposit in the applicable accounts to cover those payments. About CIT Group 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. CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D. Del. Case No. 09-16565). Evercore Partners, Morgan Stanley and FTI Consulting are the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in connection with the restructuring plan. Sullivan & Cromwell is legal advisor to CIT's Board of Directors. CIT Group on November 1 announced that, with the overwhelming support of its debtholders, the Board of Directors voted to proceed with the prepackaged plan of reorganization for CIT Group Inc. and a subsidiary that will restructure the Company's debt and streamline its capital structure. None of CIT's operating subsidiaries, including CIT Bank, a Utah state bank, were ncluded in the filings. As of June 30, 2009, CIT Group had total assets of $71,019,200,000 against total debts of $64,901,200,000. Bankruptcy Creditors' Service, Inc., publishes CIT Group Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000) CITIGROUP INC: Has $10 Bil. in US Subprime-Related Exposures ------------------------------------------------------------ Citigroup Inc. disclosed in a regulatory filing that its Citi Holdings unit had approximately $10.0 billion in net U.S. subprime-related direct exposures in the Special Asset Pool at September 30, 2009. The exposure consisted of (a) approximately $8.8 billion of net exposures in the super senior tranches (i.e., the most senior tranches) of CDOs, which are collateralized by asset-backed securities, derivatives on asset-backed securities, or both (ABS CDOs), and (b) approximately $1.2 billion of exposures in its lending and structuring business. The Special Asset Pool also has trading positions, both long and short, in U.S. subprime RMBS and related products, including ABS CDOs. The exposure from these positions is actively managed and hedged, although the effectiveness of the hedging products used may vary with material changes in market conditions. Citigroup also disclosed that as of September 30, 2009, its contributions to the U.S. pension plan include $9 million relating to certain investment advisory fees that were paid by the Company. There were no minimum required contributions and no discretionary cash or non-cash contributions are currently planned for the U.S. plans. For the non-U.S. plans, the Company contributed $124 million as of September 30, 2009. Citigroup presently anticipates contributing an additional $113 million to fund its non-U.S. plans in 2009 for a total of $237 million. Citigroup's pension funding policy for U.S. plans and non-U.S. plans is generally to fund to applicable minimum funding requirements, rather than to the amounts of accumulated benefit obligations. For the U.S. plans, the Company may increase its contributions above the minimum required contribution under the Employee Retirement Income Security Act of 1974, if appropriate to its tax and cash position and the plan's funded position. Citigroup on Friday filed with quarterly report on Form 10-Q with the Securities and Exchange Commission. A text copy of the report is available at no charge at http://ResearchArchives.com/t/s?4896 Citigroup reported net income for the third quarter 2009 of $101 million from a net loss of $2.8 billion during the same period in 2008. Citigroup has continued its deleveraging, reducing total assets from $2.05 trillion a year ago to $1.88 trillion at September 30, 2009. Asset reductions in Citi Holdings made up approximately 98% of the decline, reflecting the Company's continued strategy of reducing its assets and exposures in this business segment, which are down by almost one-third since the peak levels of early 2008. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. At June 30, 2009, Citigroup had total assets of $1.84 trillion and total liabilities of $1.69 trillion. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $52 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITIGROUP INC: To Issue 10 Series of Notes; Files Docs with SEC --------------------------------------------------------------- Citigroup Inc. filed documents with the Securities and Exchange Commission in connection with Citigroup Funding's proposed issuance of various securities: -- Notes Based Upon a Basket of Currencies Due ____, 2010, at $1,000 per Note. The basket return amount will be based upon the percentage change in the value of the Brazilian real, Russian ruble, Indonesian rupiah, Chinese yuan, Taiwan dollar, Australian dollar, Israeli shekel and Turkish lira. See preliminary pricing supplement at: http://ResearchArchives.com/t/s?4897 -- 1,500 Upturn Notes Based Upon the MSCI EAFE(R) Index Due July 15, 2011, at $1,000.00 per Note See pricing supplement at: http://ResearchArchives.com/t/s?4898 -- 1,500 Upturn Notes Based Upon the S&P BRIC 40(R) Index Due July 15, 2011, at $1,000.00 per Note See pricing supplement at: http://ResearchArchives.com/t/s?4899 -- Index LeAding StockmarkEt Return Securities (Index LASERSsm) Based Upon the S&P 500(R) Index Due ____, 2012 at $10.00 per Index LASERSsm See Issuer Free Writing Prospectus at: http://ResearchArchives.com/t/s?4899 See pricing supplement at: http://ResearchArchives.com/t/s?489a -- Equity LinKed Securities ___% Per Annum, Based Upon the Common Stock of Dow Chemical Company Due 2010, at $10.00 per ELKS See offering summary at: http://ResearchArchives.com/t/s?489a -- Upturn Notes Based Upon the iShares(R) MSCI Emerging Markets Index Fund Due 2011, at $10.00 per Note See offering summary at: http://ResearchArchives.com/t/s?489b -- 2% Minimum Coupon Principal Protected Notes Based Upon the Price of Gold Due 2014, at $10 per Note See Issuer Free Writing Prospectus at: http://ResearchArchives.com/t/s?4835 See pricing supplement at: http://ResearchArchives.com/t/s?4835 -- Equity LinKed Securities __% Per Annum Based Upon the Common Stock of Bank of America Corporation Due 2010, at $10.00 per ELKS See offering summary at: http://ResearchArchives.com/t/s?4835 -- Upturn Notes Based Upon the MSCI EAFE(R) Index Due 2011, at $1,000.00 per Note See offering summary at: http://ResearchArchives.com/t/s?4838 -- Upturn Notes Based Upon the S&P BRIC 40(R) Index Due 2011, at $1,000.00 per Note See offering summary at: http://ResearchArchives.com/t/s?4839 Citigroup reported net income for the third quarter 2009 of $101 million from a net loss of $2.8 billion during the same period in 2008. Citigroup has continued its deleveraging, reducing total assets from $2.05 trillion a year ago to $1.88 trillion at September 30, 2009. Asset reductions in Citi Holdings made up approximately 98% of the decline, reflecting the Company's continued strategy of reducing its assets and exposures in this business segment, which are down by almost one-third since the peak levels of early 2008. About Citigroup Based in New York, Citigroup Inc. (NYSE: C) -- http://www.citigroup.com/-- is organized into four major segments -- Consumer Banking, Global Cards, Institutional Clients Group, and Global Wealth Management. At June 30, 2009, Citigroup had total assets of $1.84 trillion and total liabilities of $1.69 trillion. As reported in the Troubled Company Reporter on November 25, 2008, the U.S. government entered into an agreement with Citigroup to provide a package of guarantees, liquidity access, and capital. The U.S. Treasury and the Federal Deposit Insurance Corporation agreed to provide protection against the possibility of unusually large losses on an asset pool of roughly $306 billion of loans and securities backed by residential and commercial real estate and other such assets, which will remain on Citigroup's balance sheet. As a fee for this arrangement, Citigroup issued preferred shares to the Treasury and FDIC. The Federal Reserve agreed to backstop residual risk in the asset pool through a non-recourse loan. Citigroup, the third-biggest U.S. bank, received $52 billion in bailout aid. Other bailed-out banks, including Bank of America Corp., Wells Fargo & Co., have pledged to repay TARP money. JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley, repaid TARP funds in June. Citigroup is one of the banks that, according to results of the government's stress test, need more capital. CITRUS 278 LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Citrus 278, LLC 2222 W. Pinnacle Peak Road, Suite 240 Phoenix, AZ 85027 Case No.: 09-28416 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Randolph J. Haines Debtor's Counsel: Mark W. Roth, Esq. Polsinelli Shughart P.C. 3636 N. Central Avenue, Suite 1200 Phoenix, AZ 85012 Tel: (602) 650-2012 Fax: (602) 926.8562 Email: mroth@polsinelli.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. CLEAR CHANNEL: Bank Debt Trades at 30.3% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Clear Channel Communications, Inc., is a borrower traded in the secondary market at 69.70 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.47 percentage points from the previous week, The Journal relates. The loan matures Jan. 30, 2016. The Company pays 365 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Caa2 rating and Standard & Poor's CCC rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Clear Channel Communications, Inc. -- http://www.clearchannel.com/ -- is a diversified media company with three primary business segments: radio broadcasting, outdoor advertising and live entertainment. Clear Channel Communications is the operating subsidiary of San Antonio, Texas-based CC Media Holdings, Inc. Clear Channel Communications, Inc.'s balance sheet at March 31, 2009, showed total assets of $22.0 billion and total liabilities of $25.4 billion, resulting in a members' deficit of $3.3 billion. The Troubled Company Reporter stated on Sept. 7, 2009, that Moody's changed Clear Channel Communications, Inc.'s Probability- of-Default rating to Caa3/LD from Caa3, reflecting Moody's view that the recently completed exchange offer (which expired at 12:00 midnight EST on Aug. 27, 2009) constitutes an effective distressed exchange default. Moody's expect to remove the "/LD" designation shortly. The outlook remains negative. "Clear Channel's ratings and negative outlook continue to reflect Moody's expectation that the company will likely need to restructure its balance sheet, either due to a violation of its senior secured leverage covenant over the next several quarters, or within the next few years as the company faces material maturities of debt with insufficient liquidity to meet them and to much leverage to attract refinancing capital," stated Neil Begley, a Moody's Senior Vice President. Therefore, Moody's continues to believe that the company's capital structure is unsustainable. CLOROX CO: Expects $297 Mil. Net Proceeds from Notes Offering ------------------------------------------------------------- The Clorox Company on Friday filed with the Securities and Exchange Commission a prospectus supplement in connection with its proposed issuance of $300,000,000 of 3.55% Senior Notes due 2015. The net proceeds to Clorox from the sale of the notes will be approximately $297 million (after deducting underwriting discounts and commissions and offering expenses). Clorox will use the net proceeds to retire commercial paper. Interest on the notes will be paid on May 1 and November 1 of each year, beginning on May 1, 2010. The notes will mature on November 1, 2015. The notes offered will be Clorox's senior unsecured obligations and will rank equally and ratably in right of payment with all of the Company's existing and future senior unsecured indebtedness and senior to any future subordinated unsecured indebtedness. Clorox and Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and Wells Fargo Securities, LLC, as representatives of the underwriters, have entered into an underwriting agreement with respect to the notes. Each underwriter has severally agreed to purchase the principal amount of notes indicated: Principal Amount Underwriters of Notes ------------ ---------------- Citigroup Global Markets Inc. $67,500,000 J.P. Morgan Securities Inc. 67,500,000 Wells Fargo Securities, LLC 67,500,000 BNP Paribas Securities Corp. 25,500,000 Goldman, Sachs & Co. 25,500,000 Mitsubishi UFJ Securities (USA), Inc. 25,500,000 PNC Capital Markets LLC 6,000,000 The Williams Capital Group, L.P. 6,000,000 Fifth Third Securities, Inc. 4,500,000 Blaylock Robert Van, LLC 4,500,000 ---------------- Total $300,000,000 A full-text copy of the prospectus supplement is available at no charge at http://ResearchArchives.com/t/s?489c Based in Oakland, California, The Clorox Company (NYSE: CLX) -- Http://www.TheCloroxCompany.com/ -- manufactures and markets consumer products with fiscal year 2009 revenues of $5.5 billion. Clorox markets some of consumers' most trusted and recognized brand names, including its namesake bleach and cleaning products, Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R) charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and containers, and Burt's Bees(R) natural personal care products. With approximately 8,300 employees worldwide, the company manufactures products in more than two dozen countries and markets them in more than 100 countries. As of September 30, 2009, Clorox had $4.59 billion in total assets, including $237 million in cash and cash equivalents, against $4.64 billion in total liabilities, resulting in stockholders' deficit of $47 million. The September 30 balance sheet also showed strained liquidity: Clorox had $1.20 billion in total current assets against $1.86 billion in total current liabilities. COEUR D'ALENE: Q3 2009 Net Loss Widens to $17,283,000 ----------------------------------------------------- Coeur d'Alene Mines Corporation posted wider net loss of $17,283,000 for the three months ended September 30, 2009, from a net loss of $4,043,000 for the same quarter a year ago. The Company posted a $384,000 net income for the nine months ended September 30, 2009, from a net loss of $4,741,000 for the same period a year ago. Revenue on sales of metal was $89,793,000 for the three months ended September 30, 2009, from $36,538,000 for the same quarter a year ago. Revenue on sales of metal was $202,436,000 for the nine months ended September 30, 2009, from $131,145,000 for the same period a year ago. At September 30, 2009, the Company had $3,059,759,000 in total assets, including cash and cash equivalents of $45,603,000; against $193,341,000 in total current liabilities and $888,959,000 in total long-term liabilities. At September 30, 2009, the Company had accumulated deficit of $419,574,000 and stockholders' equity of $1,977,459,000. Coeur d'Alene Mines had $402.2 million in accumulated deficit as of June 30, 2009. During the nine months ended September 30, 2009, the Company received approximately $150.4 million of cash proceeds consisting of $20.4 million from the exercise of a warrant relating to the Senior Secured Floating Rate Convertible Notes due 2012, $75.0 million from a gold royalty stream transaction with Franco- Nevada Corporation and $55.0 million related to the sale of Broken Hill in July 2009. The Company believes that its liquidity and projected operating cashflows will be adequate to meet its obligations for at least the next 12 months. On October 27, 2009, the Company entered into a term facility with Credit Suisse -- Zurich of Switzerland whereby Credit Suisse will provide Coeur Alaska, Inc., a wholly owned subsidiary of Coeur, a $45 million, five-year term facility to fund the remaining construction at the Company's Kensington Gold Mine in Alaska. The Company may elect to defer some capital investment activities or to secure additional capital to assist in maintaining sufficient liquidity. In addition, if the Company decides to pursue the acquisition of additional mineral interests, new capital projects, or acquisitions of new properties, mines or companies, additional financing activities may be necessary. There can be no assurances that such financing will be available upon acceptable terms, when or if needed or at all, the Company said. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48b5 In a news statement on Thursday, Coeur d'Alene announced record silver production of 5.2 million ounces during the third quarter of 2009. This record production represents an 86% increase compared to last year's third quarter and was driven by Coeur's two new large, long-life mines -- San Bartolome in Bolivia and Palmarejo in Mexico -- which combined for a total of 3.4 million ounces of silver production, or 65% of the Company's total silver production, during the third quarter. Gold production also increased dramatically due to the continued ramp-up of production at Palmarejo, which produced 24,289 ounces during the quarter. "Our third quarter results continued to highlight the Company's dramatic growth and successful transition to its new, long-life mines. As the Palmarejo silver and gold mine in Mexico continues to ramp up its production levels and as we look ahead to the Kensington gold mine in Alaska contributing production and cash flow next year, we look forward to continuing to deliver strong operational and financial results for our shareholders," said Dennis E. Wheeler, Chairman, President and Chief Executive Officer. "Silver and gold prices look to remain strong based on a weakening U.S. dollar, consistent investment demand, and -- in the case of silver -- increasing industrial demand, particularly in medical, electronic and technology applications." Commenting on the Company's outlook for full-year 2009, Mr. Wheeler commented, "Coeur expects to produce approximately 18 million ounces of silver in 2009, a 50% increase compared to 2008 production levels. Earlier this year, the Company sold its 100% interest in the silver at the Broken Hill mine in Australia. Despite the loss of production from the strategic sale of this asset and a small adjustment to our San Bartolom� mine plan, our Martha and Rochester mines have exceeded budgeted production levels. The Company also expects to produce approximately 70,000 ounces of gold for the full-year -- a 52% increase over last year." A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48b6 About Coeur d'Alene Mines Coeur d'Alene Mines Corporation (NYSE:CDE, TSX:CDM, ASX:CXC) is one of the world's leading silver companies and also a significant gold producer. Coeur common shares are traded on the New York Stock Exchange under the symbol CDE, the Toronto Stock Exchange under the symbol CDM, and its CHESS Depositary Interests are traded on the Australian Securities Exchange under symbol CXC. As reported by the Troubled Company Reporter on August 11, 2009, Standard & Poor's Ratings Services raised its corporate credit rating on Coeur D'Alene Mines to 'B-' from 'CCC' and raised the ratings on the company's $180 million senior unsecured notes due 2024 ($106 million outstanding) and $230 million senior unsecured notes due 2028 ($150 million outstanding) to 'CCC+' from 'CCC-'. The recovery rating on the notes remains unchanged at '5'. S&P removed the corporate credit and issue-level ratings from CreditWatch, where they were placed with positive implications on May 18, 2009. The outlook is positive. COMMUNITY HEALTH: Bank Debt Trades at 9% Off in Secondary Market ---------------------------------------------------------------- Participations in a syndicated loan under which Community Health is a borrower traded in the secondary market at 91.32 cents-on- the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.87 percentage points from the previous week, The Journal relates. The debt matures on May 1, 2014. The Company pays 225 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Based in Franklin, Tennessee, Community Health Systems, Inc. -- http://www.chs.net/-- is the largest publicly traded operator of hospitals in the United States in terms of number of facilities and net operating revenues. The company provides healthcare services through these hospitals that it owns and operates in non- urban and selected urban markets throughout the United States. The company also owns and operates home health agencies, including four home health agencies located in markets where it does not operate a hospital. Through its wholly owned subsidiary, Quorum Health Resources, LLC, the company provides management and consulting services to non-affiliated general acute care hospitals located throughout the United States. CONSECO INC: Reports $15.4-Mil. Net Income for Third Quarter ------------------------------------------------------------ On November 4, 2009, Conseco Inc. disclosed its financial results for the quarter ended September 30, 2009. "Conseco recorded its third consecutive profitable quarter, reporting $15.4 million of net income," chief executive officer Jim Prieur said. "Our Bankers Life business turned in a strong quarter with pre-tax operating earnings up 26% over last year's third quarter and record performance in both life and Medicare Supplement sales and again in agent recruitment." "We have continued to make progress and after the quarter ended we undertook a series of transactions to enhance Conseco's liquidity and capital positions," Mr. Prieur said. These transactions included entering into a stock and warrant purchase agreement with Paulson & Co. Inc. to sell Paulson 16.4 million shares of common stock and warrants to purchase 5 million shares of common stock, and announcing a private offering of up to $293 million of 7% convertible senior debentures to fund the purchase of our existing convertible debentures. Upon closing of the private sale of common stock, Paulson will own approximately 9.9% of Conseco's outstanding shares. In addition, Conseco recently disclosed its intention to do a registered offering of not less than $200 million of common stock. Conseco is required to use half of the net proceeds of the issuance to repay indebtedness under its credit agreement, with the remaining net proceeds to be used for general corporate purposes. Third Quarter 2009 Results -- $107.0 million of income before net realized investment losses, corporate interest and taxes, up 2%, compared to $104.8 million in 3Q08 -- Net operating income of $54.3 million, down 7%, compared to $58.3 million in 3Q08 -- Net operating income per diluted share: 29 cents, down 6%, compared to 31 cents in 3Q08 -- Net income of $15.4 million, compared to a net loss of $183.3 million in 3Q08 (including $38.9 million of net realized investment losses and valuation allowance for deferred tax assets in 3Q09 vs. $241.6 million of net realized investment losses and losses related to discontinued operations in 3Q08) -- Net income per diluted share of 8 cents, compared to a net loss per diluted share of 99 cents in 3Q08 (including 21 cents of net realized investment losses and valuation allowance for deferred tax assets in 3Q09 vs. $1.30 of net realized investment losses and losses related to discontinued operations in 3Q08) -- Total New Annualized Premium excluding Private-Fee-For- Service: $93.4 million, up 1% from 3Q08 -- Bankers NAP excluding PFFS: $62.5 million, up 2% from 3Q08 -- Conseco Insurance Group NAP: $20.3 million, up 7% from 3Q08 -- PFFS NAP (sold through a marketing agreement with Coventry): $(.2) million in 3Q09 compared to $4.6 million in 3Q08, reflecting changes in consumer preference and the transition to a new marketing agreement with Humana Inc. Nine Month 2009 Results -- $266.0 million of EBIT, up 25%, compared to $213.2 million in the first nine months of 2008 -- Net operating income of $126.5 million, up 22%, compared to $103.6 million in the first nine months of 2008 -- Net operating income per diluted share: 68 cents, up 21%, compared to 56 cents in the first nine months of 2008 -- Net income of $67.5 million, compared to a net loss of $679.0 million in the first nine months of 2008 (including $59.0 million of net realized investment losses and valuation allowance for deferred tax assets in the first nine months of 2009 vs. $782.6 million of net realized investment losses, valuation allowance for deferred tax assets and losses related to discontinued operations in the first nine months of 2008) -- Net income per diluted share of 36 cents, compared to a net loss per diluted share of $3.68 in the first nine months of 2008 (including 32 cents of net realized investment losses and valuation allowance for deferred tax assets in the first nine months of 2009 vs. $4.24 of net realized investment losses, valuation allowance for deferred tax assets and losses related to discontinued operations in the first nine months of 2008) Financial Strength at September 30, 2009 -- Book value per common share, excluding accumulated other comprehensive income (loss), was $18.82, up 2%, compared to $18.41 at December 31, 2008 -- Debt-to-total capital ratio, excluding accumulated other comprehensive income (loss), was 26.6%, compared to 27.8% at December 31, 2008 Balance Sheets At September 30, 2009, the Company's consolidated balance sheets showed $30.269 billion in total assets, $26.935 billion in total liabilities and $3.334 billion in shareholders' equity. A full-text copy of the Company's quarterly financial supplement for the three months ended September 30, 2009, is available for free at http://researcharchives.com/t/s?4893 About Conseco Inc. Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * Moody's Investors Service has affirmed the ratings of Conseco, Inc. (senior bank facility at Caa1) and its insurance subsidiaries (insurance financial strength at Ba2) and changed the outlook to positive from negative. Standard & Poor's Ratings Services said that it affirmed its 'CCC' counterparty credit rating on Conseco Inc. and the 'BB-' financial strength ratings on Conseco's insurance subsidiaries. S&P revised the outlook to stable from negative. CONTINENTAL AIRLINES: Reports October 2009 Operational Performance ------------------------------------------------------------------ Continental Airlines reported an October consolidated (mainline plus regional) load factor of 82.5%, 3.5 points above the October 2008 consolidated load factor, and a mainline load factor of 83.0%, 3.5 points above the October 2008 mainline load factor. The carrier reported a domestic mainline October load factor of 85.4%, 2.4 points above the October 2008 domestic mainline load factor, and an international mainline load factor of 80.4%, 4.5 points above October 2008. All four October load factors were records for the month. During the month, Continental recorded a U.S. Department of Transportation (DOT) on-time arrival rate of 75.1% and a mainline segment completion factor of 99.8%. In October 2009, Continental flew 7.3 billion consolidated revenue passenger miles (RPMs) and 8.8 billion consolidated available seat miles (ASMs), resulting in a consolidated traffic increase of 1.7% and a capacity decrease of 2.6% as compared to October 2008. In October 2009, Continental flew 6.5 billion mainline RPMs and 7.8 billion mainline ASMs, resulting in a mainline traffic increase of 1.9% and a mainline capacity decrease of 2.4% as compared to October 2008. Domestic mainline traffic was 3.4 billion RPMs in October 2009, up 2.3% from October 2008, and domestic mainline capacity was 4.0 billion ASMs, down 0.6% from October 2008. For October 2009, consolidated passenger revenue per available seat mile (RASM) is estimated to have decreased between 14.0 and 15.0% compared to October 2008, while mainline RASM is estimated to have decreased between 15.0 and 16.0%. For September 2009, consolidated passenger RASM decreased 19.2% compared to September 2008, while mainline passenger RASM decreased 21.1% compared to September 2008. Continental's regional operations had a record October load factor of 78.2%, 3.3 points above the October 2008 regional load factor. Regional RPMs were 782.0 million, and regional ASMs were 999.9 million in October 2009, resulting in a traffic decrease of 0.4% and a capacity decrease of 4.6% versus October 2008. A full-text copy of Continental's report is available at no charge at http://ResearchArchives.com/t/s?487f About Continental Airlines Continental Airlines Inc. (NYSE: CAL) -- http://www.continental.com/-- is the world's fifth largest airline. Continental, together with Continental Express and Continental Connection, has more than 2,500 daily departures throughout the Americas, Europe and Asia, serving 133 domestic and 134 international destinations. With more than 41,000 employees, Continental has hubs serving New York, Houston, Cleveland and Guam, and together with its regional partners, carries approximately 63 million passengers per year. Continental ended the third quarter of 2009 with $2.54 billion in unrestricted cash, cash equivalents and short-term investments. At September 30, 2009, Continental had $12.5 billion in total assets against total current liabilities of $4.26 billion, long- term debt and capital leases of $5.29 billion, deferred income taxes of $180 million, accrued pension liability of $1.36 billion, accrued retiree medical benefits of $241 million, and other liabilities of $806 million; against stockholders' equity of $446 million. * * * As reported by the Troubled Company Reporter on September 4, 2009, Standard & Poor's Ratings Services lowered its issue-level ratings on all senior unsecured debt of Continental to 'CCC+' from 'B-' and revised the recovery ratings on certain unsecured debt issues, excluding industrial revenue bonds, to '6' from '5'. At the same time, S&P affirmed its 'B' corporate credit rating and secured debt ratings on Continental. The ratings on Continental's unsecured debt are based principally on declining aircraft values caused by the global aviation downturn. This could result in reduced asset protection for unsecured creditors if Continental were to file for bankruptcy. Continental continues to carry Moody's Investors Service's B2 corporate family and Fitch Ratings' 'B-' Issuer Default Rating and 'CC/RR6' from 'CCC/RR6' senior unsecured rating. CORPSOURCE FINANCE: Amendment Won't Affect Moody's 'Caa1' Rating ---------------------------------------------------------------- Moody's Investors Service stated that the recent amendment to the first lien credit agreement of a wholly-owned subsidiary of CorpSource Finance Holdings, LLC, will have no immediate affect on the company's credit ratings or negative rating outlook. The last rating action on CorpSource was on September 21, 2009, at which time Moody's downgraded the Corporate Family Rating of CorpSource to Caa1 from B2 and maintained a negative rating outlook. CorpSource Finance Holdings, LLC, is a provider of business process outsourcing solutions to document and information intensive industries including healthcare, financial services, legal, government and other sectors. The company has a Caa1 Corporate Family Rating and a negative rating outlook. CUMULUS MEDIA: Swings to $143,991,000 Net Loss for Q3 2009 ---------------------------------------------------------- Cumulus Media, Inc., swung to a $143,991,000 net loss on net revenues of $65,127,000 for the three months ended September 30, 2009, from a $6,000,000 net income on net revenues of $79,950,000 for the same period a year ago. For the nine months ended September 30, 2009, Cumulus Media posted a net loss of $133,212,000 on net revenues of $186,443,000 compared to $32,048,000 net income on net revenues of $236,478,000 for the same period a year ago. As of September 30, 2009, Cumulus Media had total assets of $338,193,000 against total liabilities of $717,849,000, resulting in stockholders' deficit of $379,656,000. Cumulus Media noted the current economic crisis has reduced demand for advertising in general, including advertising on the Company's radio stations. In consideration of current and projected market conditions, overall advertising is expected to continue to decline at least through the remainder of 2009. Therefore, in conjunction with the development of the 2009 business plan, management assessed the impact of recent market developments in a variety of areas, including the Company's forecasted advertising revenues and liquidity. In response to these conditions, management refined the 2009 business plan to incorporate a reduction in forecasted 2009 revenues and cost reductions implemented in the fourth quarter 2008 and during the first nine months of 2009 to mitigate the impact of the Company's anticipated decline in 2009 revenue. In July 2009, Cumulus Media revised its revenue forecast downward for the last two quarters of 2009 due to the sustained decline in revenues attributable to the current economic conditions. As a result of these conditions, the Company determined it was appropriate and reasonable to conduct an interim impairment analysis. In conjunction with the interim impairment analysis the Company recorded an impairment charge of approximately $173.1 million to reduce the carrying value of certain broadcast licenses and goodwill to their respective fair market values. On June 29, 2009, the Company entered into an amendment to the credit agreement governing its senior secured credit facility. The Credit Agreement maintains the preexisting term loan facility of $750 million, which, as of September 30, 2009, had an outstanding balance of approximately $646 million, and reduces the preexisting revolving credit facility from $100 million to $20 million. Additional facilities are no longer permitted under the Credit Agreement. Management believes that the Company will continue to be in compliance with all of its debt covenants through at least September 30, 2010, based upon actions the Company has already taken, which include: (i) the amendment to the Credit Agreement, the purpose of which was to provide certain covenant relief through 2010, (ii) employee reductions coupled with a mandatory one-week furlough during the second quarter of 2009, (iii) a new sales initiative implemented during the first quarter of 2009, the goal of which is to increase advertising revenues by re- engineering the Company's sales techniques through enhanced training of its sales force, and (iv) continued scrutiny of all operating expenses. However, the Company will continue to monitor its revenues and cost structure closely and if revenues decline greater than the forecasted decline from 2008 or if the Company exceeds planned spending, the Company may take further actions as needed in an attempt to maintain compliance with its debt covenants under the Credit Agreement. The actions may include the implementation of additional operational efficiencies, renegotiation of major vendor contracts, deferral of capital expenditures, and sale of non-strategic assets. Although the Company was able to obtain the amendment to the Credit Agreement that provided relief with regard to certain restrictive covenants, including the fixed charge coverage ratio and total leverage ratio, there can be no assurance that the Company will be able to obtain an additional waiver or amendment to, or refinancing of, the Credit Agreement should additional waivers, amendments or refinancings become necessary to remain in compliance with its covenants in the future. In the event the Company does not maintain compliance with the applicable covenants under the Credit Agreement, the lenders could declare an event of default, subject to applicable notice and cure provisions. Failure to comply with the financial covenants or other terms of the Credit Agreement and failure to negotiate relief from the Company's lenders could result in the acceleration of the maturity of all outstanding debt. Under these circumstances, the acceleration of the Company's debt could have a material adverse effect on its business. If the Company were unable to repay its debts when due, the lenders under the credit facilities could proceed against the collateral granted to them to secure that indebtedness. The Company has pledged substantially all of its assets as collateral under the Credit Agreement. If the lenders accelerate the maturity of outstanding debt, the Company may be forced to liquidate certain assets to repay all or part of the senior secured credit facilities, and the Company cannot be assured that sufficient assets will remain after it has paid all of the its debt. The ability to liquidate assets is affected by the regulatory restrictions associated with radio stations, including Federal Communications Commissions licensing, which may make the market for these assets less liquid and increase the chances that these assets will be liquidated at a significant loss. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?4886 A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4887 Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest radio broadcaster in the United States based on station count, controlling approximately 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. DAYTON SUPERIOR: Discloses Exempt Offering of $100MM Securities --------------------------------------------------------------- Dayton Superior Corporation filed with the Securities and Exchange Commission on November 5, 2009, a notice of exempt offering of securities provided by Regulation D and Section 4(6) under the Securities Act. As disclosed in the filing, a total of 13 investors have already invested in the equity securities offering. The date of first sale occurred on October 26, 2009. The total offering amount of $100,000,000 was sold. The report was signed by Edward J. Puisis, executive vice president and chief financial officer of the Company. A full-text copy of the Form D notice is available at no charge at http://researcharchives.com/t/s?48a3 As reported in the Troubled Company Reporter on October 27, 2009, Dayton Superior Corporation emerged from Chapter 11 bankruptcy protection effective October 26, pursuant to a Plan of Reorganization approved by the U.S. Bankruptcy Court for the District of Delaware in Wilmington on October 14, 2009. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and distributes construction products. Aztec Concrete Accessories Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern Construction Products Inc., Symons Corporation and Trevecca Holdings Inc. were merged with the Company December 31, 2004. The Company filed for Chapter 11 protection on April 19, 2009 (Bankr. D. Del. Case No. 09-11351). Keith A. Simon, Esq., Jude M. Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP serve as the Debtors' bankruptcy counsel. Russell C. Silberglied, Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as Delaware counsel. Dayton Superior had $288,709,000 in assets and $405,867,000 in debts as of February 27, 2009. * * * As reported in the Troubled Company Reporter on October 30, 2009, Standard & Poor's Ratings Services withdrew its ratings, including its 'D' corporate credit rating, on Dayton, Ohio-based Dayton Superior Corp., following the Company's announcement that it had emerged from Chapter 11 bankruptcy protection. In conjunction with the emergence, the Company's outstanding prepetition senior subordinated notes were converted into new stock of the reorganized company. DEAN FOODS: Bank Debt Trades at 8.03% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Dean Foods is a borrower traded in the secondary market at 91.97 cents-on-the- dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.50 percentage points from the previous week, The Journal relates. The debt matures on March 22, 2014. The Company pays 175 basis points above LIBOR to borrow under the loan facility and it carries Moody's B1 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Dean Foods Company is the largest processor and distributor of milk and various other dairy products in the United States, with dairy operations accounting for around 79% of its net sales in FY2008. The company also markets and sells a variety of branded dairy and dairy-related products including, Silk soymilk and cultured soy products, Horizon Organic dairy products, International Delight coffee creamers and LAND O'LAKES creamers and fluid dairy products. Headquartered in Dallas, Texas, Dean Foods had sales in the last twelve months ending March 31, 2009, of approximately $12.1 billion. Dean Foods carries a 'B1' corporate family rating from Moody's. DEL MONTE FOODS: Bank Debt Trades at 4% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Del Monte Foods is a borrower traded in the secondary market at 96.48 cents-on-the- dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.47 percentage points from the previous week, The Journal relates. The debt matures on Feb. 8, 2012. The Company pays 150 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba1 rating while it is not rated by Standard & Poor's. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Based in San Francisco, California, Del Monte Foods Company (NYSE: DLM) -- http://www.delmonte.com/-- is one of the country's largest and most well-known producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, generating approximately $3.6 billion in net sales in fiscal 2009. Its brands including Del Monte(R), S&W(R), Contadina(R), College Inn(R), Meow Mix(R), Kibbles `n Bits(R), 9Lives(R), Milk-Bone(R), Pup-Peroni(R), Meaty Bone(R), Snausages(R) and Pounce(R), Del Monte products are found in eight out of ten U.S. households. The Company also produces, distributes and markets private label food and pet products. Del Monte Foods carries 'BB-' issuer credit ratings from Standard & Poor's and a 'BB' long term issuer default rating from Fitch. As reported by the Troubled Company Reporter on Sept. 21, 2009, Moody's assigned a rating of B1 to Del Monte Corporation's proposed new $450 million senior subordinated notes due 2019 to be issued under Rule 144A. Moody's affirmed the company's other ratings, including its Ba3 corporate family and probability of default ratings and its speculative grade liquidity rating of SGL- 3. The rating outlook remains positive. Standard & Poor's Ratings Services said that it assigned its 'BB-' rating to San Francisco, California-based Del Monte Corp.'s proposed issue of $450 million senior subordinated notes due Oct. 15, 2019. The recovery rating is '4', indicating S&P's expectation of average (30%-50%) recovery in the event of payment default. The company will use the proceeds from the note issuance, together with cash on hand or borrowings under its revolving credit facility, to repurchase its outstanding $450 million 8.625% notes due 2012, and to pay related fees and expenses. S&P will withdraw the existing ratings on the 2012 notes when they are repaid. Del Monte Corp. is a wholly owned subsidiary of Del Monte Foods Co. (BB-/Positive). DOLLAR THRIFTY: Completes Public Offering of Common Stock --------------------------------------------------------- Dollar Thrifty Automotive Group, Inc., on November 3, 2009, completed its previously announced public offering of 5,750,000 shares of its common stock at a price to the public of $19.25 per share. In connection with the offering, the Company has also granted the underwriters a 30-day option to purchase up to an additional 862,500 shares of common stock. The offering resulted in aggregate net proceeds to the Company of approximately $105 million, after deducting underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes. Goldman, Sachs & Co. and J.P. Morgan Securities Inc. acted as joint book-running managers for the offering. On October 28, 2009, DTAG entered into a terms agreement with Goldman Sachs and JPMorgan Securities, on behalf of themselves and the other underwriters, which terms agreement incorporated the terms and conditions of an underwriting agreement, dated October 28, to issue and sell to the Underwriters 5,750,000 shares of the Company's common stock, par value $0.01 per share, at a price to the public of $19.25 per share. The shares were offered pursuant to the Company's effective shelf registration statement on file with the Securities and Exchange Commission. The offering was made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the SEC's Web site at http://www.sec.gov/or by contacting Goldman, Sachs & Co. (Attention: Prospectus Department, 85 Broad Street, New York, New York 10004; telephone: (917) 343- 8000; facsimile: (212) 902-9316; email: prospectus- ny@ny.email.gs.com) or J.P. Morgan Securities Inc. (Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717; telephone: (631) 254-1735). About Dollar Thrifty Automotive Group Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/, http://www.dollar.com/and http://www.thrifty.com/-- is headquartered in Tulsa, Oklahoma. The Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve value-conscious travelers in over 70 countries. Dollar and Thrifty have over 600 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 6,400 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. As of June 30, 2009, the Company had $2.58 billion in total assets and $2.35 billion in total liabilities. * * * As reported in the Troubled Company Reporter on Oct. 26, 2009, Standard & Poor's Ratings Services placed its long-term ratings, including the 'CCC' corporate credit rating, on Tulsa, Oklahoma- based Dollar Thrifty Automotive Group Inc. on CreditWatch with positive implications. DRYSHIPS INC: Inks Debt Waiver with Commerzbank and West LB ----------------------------------------------------------- DryShips Inc. has signed an agreement with Commerzbank and West LB on waiver terms for $70 million of our outstanding debt. This agreement is subject to customary documentation. George Economou, Chairman and Chief Executive Officer, commented: "We are pleased to have reached an agreement with Commerzbank and West LB. We are now left with two facilities with aggregate outstanding debt of $117.5 million, where waiver agreements are close to finalization." About DryShips Inc. DryShips Inc. -- http://www.dryships.com/-- based in Athens, Greece, is an owner and operator of drybulk carriers and offshore oil deep water drilling that operate worldwide. DryShips owns a fleet of 41 drybulk carriers comprising 7 Capesize, 30 Panamax, 2 Supramax and 2 newbuilding Drybulk vessels with a combined deadweight tonnage of over 3.7 million tons, 2 ultra deep water semisubmersible drilling rigs and 4 ultra deep water newbuilding drillships. DryShips Inc.'s common stock is listed on the NASDAQ Global Market where trades under the symbol "DRYS". EAST AFRICA REINSURANCE: A.M. Best Assigns FSR of 'B' ----------------------------------------------------- A.M. Best Co. has assigned a financial strength rating of B (Fair) and issuer credit rating of "bb+" to East Africa Reinsurance Company Limited (EARe) (Kenya). The outlook for both ratings is stable. The ratings of EARe reflect its solid level of risk-adjusted capitalisation and stable overall profitability. Offsetting factors are the company's vulnerable competitive market position, restricted opportunities for growth and marginal underwriting profitability. In A.M. Best's opinion, EARe's current level of risk-adjusted capitalisation is solid and benefits from a relatively good level of capital and surplus. The company's capital position has been strengthened over the past three years through the full retention of profits. Although dividend payments are expected in future years, A.M. Best anticipates that risk-adjusted capitalisation will be maintained at a solid level in both 2009 and 2010. Furthermore, EARe's capital position benefits from adequate outwards reinsurance protection and a conservative investment portfolio. Although EARe has achieved a relatively stable return on equity within the range of 7.4% and 10% between 2006 and 2008, profits have been reliant on investment income. Small underwriting profits have been achieved in recent years; however, the company's combined ratio has been above 100% in two of the past three years. A.M. Best believes that EARe maintains a relatively weak competitive position within both its domestic Kenyan reinsurance market and overseas. Alongside the legal cessions commanded by several of EARe's rival reinsurers, price-based competition has historically been a challenge and limited growth opportunities exist. Furthermore, A.M. Best considers that the company has a moderately concentrated business profile, with a little over 40% of premium income generated from its top five cedants. EDGE PETROLEUM: Nasdaq Files Notice of Withdrawal of Securities --------------------------------------------------------------- NASDAQ Stock Market LLC has filed with the Securities and Exchange Commission on Form 25 a notification of Edge Petroleum Corporation's voluntarily withdrawal of its common stock and Series A cumulative convertible perpetual preferred stock from listing and registration on the Exchange. The Exchange has determined to remove from listing the common and preferred stock of the Company, effective at the opening of the trading session on November 16, 2009. The Company did not appeal the Staff determination to the Hearings Panel, and the Staff determination to delist the Company became final on October 13, 2009. The report was signed by Amy Horton, Esq., associate general counsel of the Exchange. A full-text copy of the regulatory report on Form 25 is available for free at http://researcharchives.com/t/s?48bd As reported in the Troubled Company Reporter on October 13, 2009, based on a review of the information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5100, 5110(b), and IM-5100-1. The Company was notified of the Staff determination on October 2, 2009. According to the notice, the determination to delist the Company's securities was based on (i) the announcement by the Company on October 2, 2009, that it and each of its subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code and the associated public interest concerns raised by such bankruptcy petitions; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company's ability to sustain compliance with all requirements for continued listing on the Exchange. About Edge Petroleum Edge Petroleum Corporation (Nasdaq: EPEX) (Nasdaq: EPEXP) is a Houston-based independent energy company that focuses its exploration, production and marketing activities in selected onshore basins of the United States. At June 30, 2009, the Company's balance sheet showed total assets of $264,030,000, total liabilities of $252,492,000 and stockholders' equity of $11,538,000. The Company has retained Akin Gump Strauss Hauer and Feld as legal counsel, and Parkman Whaling LLC as financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. ELECTROGLAS INC: Wants to File Plan of Liquidation Until March 8 ---------------------------------------------------------------- Electroglas, Inc., and Electroglas International, Inc., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods within which to file and solicit acceptances of a plan of liquidation until March 8, 2010, and May 7, 2010. The Debtors need additional time to review their remaining assets and potential claims that will likely be asserted against the estates to determine the structure of the eventual plan. San Jose, California-based Electroglas, Inc., supplies semiconductor manufacturing test equipment and software to the global semiconductor industry, and have been in the semiconductor equipment business for more than 40 years. The Debtors' other major source of revenue comes from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies. The Company and Electroglas International, Inc., filed for Chapter 11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416). David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper Hamilton LLP represent the debtors in their restructuring efforts. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. The Debtors listed total assets of $19,625,000 and total debts of $31,542,000. ENNIS HOMES: Hearing on Further Cash Collateral Use on Nov. 10 -------------------------------------------------------------- The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the Eastern District of California authorized, on an interim basis, Ennis Homes, Inc., to: -- use cash collateral until Nov. 10, 2009; and -- grant adequate protection to its secured creditors. The Debtors asked for permission to access cash collateral amounting to $930,232 for the months of November and December 2009, and January 2010. A final hearing on the Debtors' cash collateral motion will be held on Nov. 10, 2009, at 2:30 p.m. As reported in the Troubled Company Reporter on Oct. 21, 2009, The Debtor requires use of cash collateral to continue selling homes and closing escrows. The Debtor said it is in the process of negotiating a debtor-in-possession credit facility with one of its largest secured creditor, Bank of America. As adequate protection, Wells Fargo Bank, Valley Business Bank and Tri-Counties Bank are granted replacement liens against all of the Debtors' real property, other than the real property that is subject to the existing liens of Wells Fargo Bank, and the liens will be junior to all existing lienholders. About Ennis Homes Inc. Ennis Homes Inc. is a homebuilder in California. Ennis Homes was founded in 1979 by Ben Ennis and has become one of the largest family owned homebuilders in the Central Valley,. Son Brian Ennis serves as President and daughter Pam Ennis acts as Vice President- Marketing of the Company. Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D. Calif. Case No. 09-10848). Hagop T. Bedoyan, Esq., and Jacob L. Eaton, Esq., represent the Debtor as counsel. In its petition, Ennis Homes listed between $100 million and $500 million each in assets and debts. E*TRADE FINANCIAL: DBRS Rates Issuer and Senior Debt at 'B' ----------------------------------------------------------- DBRS has commented on the Q3 2009 earnings of E*TRADE Financial Corporation (E*TRADE or the Company). DBRS rates E*TRADE's Issuer & Senior Debt at B (high) and Short-Term Instruments at R-4. DBRS also rates E*TRADE Bank (the Bank) at BB. All ratings, except the Short-Term Instruments of the Bank, have a Negative trend. These ratings are unchanged after the earnings release. Driven primarily by a $773 million non-cash charge related to its debt exchange, E*TRADE reported a net loss of $832 million in Q3 2009. Excluding this one-time charge, the Company reduced its quarterly net loss to $59 million compared to a net loss of $143 million in the prior quarter and a net loss of $50 million in Q3 3008. While this quarter's loss was the Company's ninth consecutive quarterly loss, E*TRADE's success in restructuring its debt, bolstering its capitalization and preserving the strength of its franchise are helping to cope with the still substantial credit costs of its legacy loan portfolios. The $773 million charge was mainly due to the significant increase in the Company's stock price from when the deal terms were announced until the closing of the debt exchange two months later, reflected by a loss on the income statement but offset by an increase to equity on the balance sheet through paid-in capital. In the debt exchange, the Company exchanged all of its 8% Senior Notes due 2011 and certain of its 12.5% Springing Lien Notes due 2017 (together, the Notes) for newly-issued zero coupon Convertible Debentures due 2019. This exchange more than halved E*TRADE's annual corporate interest payments and extended the Company's debt maturity profile considerably. Despite the continued quarterly losses, DBRS sees the Company having success with strengthening its franchise as evidenced by its strong business performance. The strength of the franchise was illustrated by the solid business metrics in Q3 2009, including daily average revenue trades (DARTS) of 196,413, up 7% versus the year-ago quarter, growth in margin receivables and increased average commission per trade. E*TRADE added 14,000 net new brokerage accounts in the quarter bringing the total to a record 2.7 million. Additionally, customer security holdings increased by 17% and brokerage-related cash increased by 12% on a linked quarter basis. While the strength of the customer franchise is evident, credit remains the key challenge. As the Company struggles with the credit costs of its legacy home equity and first mortgage loan portfolios, there were more positive trends this quarter. With at-risk delinquencies declining and signs of moderating credit deterioration, provisions decreased 14% quarter-over-quarter to $347 million, but still remain elevated. Per DBRS's calculations, operating income before provisions and taxes (operating IBPT) was $274 million for the quarter. This covered 62% of the provision, leaving an IBPT shortfall of $74 million, down from $112 million in the prior quarter. At-risk delinquencies (i.e. loans that are 30-179 days delinquent) for one-to-four family loans declined 9% and at-risk delinquencies for home equity loans fell 10% on a linked-quarter basis. The Company's loan modification program has been a contributor to the decrease in at-risk delinquencies, with $540 million in loan modifications completed to date, although the Company still establishes reserves for these loans. The Company continues to reduce its balance sheet by running off its mortgage loan portfolio, which declined by 17% from year-end 2008 to $20.3 billion. DBRS views recent steps taken by E*TRADE, including $765 million in equity raised year-to-date and the $1.7 billion debt exchange offer, as critical as the Company boosts capital and reduces corporate interest expense. The Negative trend indicates the pressure on the Company's ratings, as it copes with negative earnings, elevated credit costs, and maintaining sufficient capitalization. DBRS anticipates that the Company will not return to profitability until 2010, though positive net earnings appear more feasible as a result of the successful restructuring and management's focus on the core franchise. ERICKSON RETIREMENT: Parties Question Lien Priming Under DIP Loans ------------------------------------------------------------------ Erickson Retirement Communities LLC and its units aver that postpetition financing is vital to their ability to operate their businesses while in bankruptcy. The Debtors insist that if they are unable to properly finance their business, they risk being forced to cease all operations. To this end, the Debtors relate that they engaged in good faith negotiations with their prepetition lenders and ERC Funding Co. LLC, among others. While the prepetition lenders refused to extend liquidity support, ERC Funding has committed to extend a revolver facility of up to $20 million to the Debtors, according to Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas. The Debtors are seeking the Court's permission to obtain financing from ERC Funding on a senior secured superpriority basis and accordingly, grant adequate protection to their Prepetition Secured Lenders. Parties Question Lien Priming & Adequate Protection Under the DIP Facility In separate filings, 10 parties expressed their opposition to the Debtors' DIP Financing Motion. They are: * PNC Bank, National Association, * HCP, Inc., * Sovereign Bank, * Manufacturers and Traders Trust Company, aka M&T Bank, * Wilmington Trust FSB, * Bank of America, N.A., * Capmark Finance, Inc., * Wells Fargo Bank National Association, * Dallas County and Harris County, and * The Ziegler Companies, Inc. A. PNC Bank PNC Bank, as administrative agent for the Debtors' Secured Lenders, complains that more than 90% of the proposed DIP Facility is allocated to pay professional fees, inflated marketing expenses, U.S. Trustee fees, and claims agent fees. "They all have nothing to do with the preservation of the enterprise value of the Debtors and are not necessary for the maintenance of the facilities for the Erickson Retirement residents," PNC Bank says. On PNC Bank's behalf, Daniel I. Morenoff, Esq., at K&L Gates LLP, in Dallas, Texas, contends that immediate need for the DIP Facility is very little considering the Debtors' forecasted borrowing of less than $200,000 for the next two weeks and a $35 million of cash and liquid assets held by the Debtors. He argues that the financial terms of the DIP Facility are onerous. For one, he notes, unlike the existing Senior Secured Project Loans, which were made on a project-by-project basis, the DIP Facility would be secured by virtually everything the Debtors have to offer, including a first lien on sales proceeds, a priming lien on the project level assets, Chapter 5 claims and Initial Escrow Deposits. More importantly, PNC Bank insists that the Debtors have not made a good faith effort to obtain financing on other or better terms than the proposed DIP Facility. PNC Bank discloses that it is offering DIP financing at the project level on much more favorable terms than those proposed by ERC Funding Co, LLC. PNC Bank further alleges that John C. Erickson and his wife, Nancy Erickson, as owners of Erickson Retirement Communities, LLC, would receive a 10% equity ownership interest in at least two of the Redwood Purchasers, which are affiliates of ERC Funding. Thus, the Court should consider the proposed DIP with heightened scrutiny, Mr. Morenoff argues. PNC Bank identified Sean W. Schroeder, the bank's assistant vice president, as a potential witness for the interim hearing on the DIP Financing Motion. HCP, Inc., joins in PNC Bank's objection. HCP holds significant secured debt interests on three of the Debtors' properties: Eagle's Trace, Inc., Fox Run, Inc., and Ann's Choice, Inc. HCP objects on the issue of cross-collateralization. HCP insists that the Debtors should not be permitted to obtain DIP financing on currently profitable properties in which HCP holds secured interests in order to reorganize their less profitable properties. B. Sovereign Bank Sovereign Bank, as agent to commercial lenders providing letters of credit backing project bonds issued by certain Not-for-Profit Organizations, objects to the Debtors' effort to fund their reorganization efforts with the assets of the Non-Debtor Affiliates by designating those Non-Debtor Affiliates as Borrowers under the DIP Facility especially on a joint and several basis. Sovereign Bank also objects to Redwood's effort to use Sovereign's collateral to finance the acquisition of the Debtors' assets. "What the Debtors, Redwood and the DIP Lenders are asking the Court to do is to ignore the independence of the Non-Debtor Affiliates and to read any limitations on the borrowing and security provisions of Sections 364(e) and (d) of the Bankruptcy Code," Sovereign contends. In this light, Sovereign Bank asks the Court to deny the DIP Financing Motion unless the Non-Debtor Affiliates and their assets are removed from the DIP Facility. C. M&T Bank M&T Bank, as collateral and administrative agent under a Building Loan Agreement between the Debtors and Wilmington Trust FSB, complains that the DIP Financing Motion does not provide for adequate protection of its interests in the collateral as required by Section 364. M&T Bank also asserts that it is not a Prepetition Senior Lender as defined under the DIP Financing Motion. M&T Bank thus insists that the preservation of the cash and cash equivalents for the Corporate Revolver Lenders and any alleged protections offered to the Debtor Landowners' senior secured lenders are immaterial to it. Nevertheless, M&T Bank notes that the Corporate Revolver Lenders and the Debtor Landowners' senior secured lenders are not the only creditors holding senior secured liens on certain of the Debtors' assets. M&T Bank further argues that the DIP Facility is inequitable because the Debtors are seeking to encumber its Collateral without receiving any benefit from the proposed financing. M&T Bank also points out that the DIP Financing Motion fails to provide the documentation necessary to facilitate M&T Bank's review pursuant to the Federal Rules of Bankruptcy Procedure. D. Wilmington Trust As successor administrative agent to PNC Bank, N.A., on behalf of the revolver lenders under a July 27, 2007 Credit Agreement, Wilmington Trust asserts that the only adequate protection the Debtors propose for the Revolver Lenders is preservation of the value of the cash collateral. "That proposed adequate protection is insufficient and does not even address the adequate protection needed to protect the Revolver Lenders' security interests in non-cash Collateral," Wilmington Trust argues. Wilmington Trust thus asks the Court to deny the Debtors' request to grant ERC Funding a priming lien or superpriority claim under Section 364, and that any order with respect to the DIP Financing include protections to the Revolver Lenders. E. BofA Bank of America, as administrative agent for Debtor Dallas Campus LP's senior secured prepetition revolving lenders, complain that the Dallas Campus Revolving Lenders are not adequately protected by the preservation of the enterprise value of the Debtors, jointly and severally. BofA asserts that aside from not proposing any other form of adequate protection for the Dallas Campus Revolving Lenders, the Debtors ignore, among others: (i) that should the Court grant the DIP Financing Motion, the Dallas Campus Revolving Lenders' liens against Dallas Campus' Initial Entrance Deposits, the primary source of repayment of the Dallas Campus Prepetition Revolving Obligations, will be subordinated and the Dallas Campus Revolving Lenders' repayment rights will be fundamentally altered; (ii) the nature of the Dallas Campus Revolver Collateral, in particular the Initial Entrance Deposits and the risks to the Dallas Campus Revolving Lenders of diminution of that collateral's value; and (iii) the importance of the continued satisfaction by Highland Springs, Inc., of its obligations to Dallas Campus under prepetition NFP documents. Highland Springs operates the Dallas CCRC. F. Capmark Finance Capmark Finance, as administrative agent for Debtor Littleton Campus, LLC's senior secured prepetition revolving lenders, contends that: -- the Debtors failed to justify the priming of the liens held by Capmark Finance without offering any adequate protection in return; -- there is no consideration flowing to the Littleton Campus justifying an obligation of $20 million based on the receipt of debt financing of $1.9 million; and -- the Debtors failed to provide any basis for incurring the significant costs and expenses of the proposed DIP Facility while leaving their substantial cash untouched. Capmark Finance adds that ERC Funding is related to Redwood, the stalking horse bidder of the Debtors' assets. Capmark Finance thus argues that the terms dictated by the stalking horse in connection with the DIP Facility are designated to establish an uneven playing field for the benefit of Redwood. G. Wells Fargo In a joint filing, Wells Fargo, as indenture trustee for a $178,745,000 Illinois Finance Authority Revenue Bonds Monarch Landing, Inc. Facility Series 2007A and Series 2007B, and M&T Bank, as indenture trustee for the Ann's Choice, Inc. Facility, the Linden Ponds, Inc. Facility and the Sedgebrook, Inc. Facility Bonds, stress that the DIP Financing Motion attempts to saddle the borrowers, including non-debtors, with joint and several obligations despite the Debtors' failure to make any showing that: -- the proposed financing will benefit those parties in any Way; -- the proposed financing is an actual and necessary costs of preserving assets of each borrower that is also a Debtor; -- the obligations are in the best interest of creditors of each borrower; or -- the obligated borrowers are receiving any part of the DIP Facility proceeds. The DIP Financing Motion also attempts to obtain fees that are disproportionate in light of the consideration and fees the DIP Lender is already seeking with its agreement to act as a stalking horse for the Debtors' assets, BofA and M&T Bank argue. H. Dallas County and Harris County As collectors of the Debtors' ad valorem property taxes, the Dallas County and Harris County Tax Authorities ask the Court to make sure that any order approving the DIP Financing Motion provide that: (i) the Tax Authorities' liens that secure prepetition and postpetition ad valorem property taxes and their right to payment of those taxes are not primed by adequate protection liens granted to the DIP Lender or by the superpriority claim of the DIP Lender; and (ii) the Tax Authorities must receive payment in full of their prepetition and postpetition claims from the proceeds of their collateral before any creditor junior to them receives these proceeds or claim payment. I. Ziegler Companies A holder of a Subordinated Taxable Adjustable Mezzanine Put Securities Series 2007 issued by The Bank of New York as trustee and Erickson Retirement Communities, LLC, Ziegler complains that it is difficult to ascertain how it will be affected by the DIP Financing Motion and what the DIP Motion effect will be on unsecured creditors. This lack of clarity is compounded by the Debtors' request for an expedited hearing prior to the appointment of a creditors' committee, Ziegler points out. Ziegler insists that the Creditors Committee's role of protecting unsecured creditors serves to balance the interests of the Debtors with those of their creditors. Accordingly, Ziegler asks the Court to withhold entry of a final order with respect to the DIP Financing Motion until the playing field is leveled by the Creditors' Committee. For their part, Oak Crest Village, Inc., Greenspring Village, Inc., Riderwood Village, Inc., Brooksby Village, Inc., Seabrook Village, Inc., Cedar Crest Village, Inc., Ann's Choice, Inc., Maris Grove, Inc., Fox Run, Inc., Wind Crest, Inc., Ashby Ponds, Inc., Highland Springs, Inc., Eagle's Trace, Inc., Linden Ponds, Inc., Sedgebrook, Inc., Monarch Landing, Inc. and Tallgrass Creek, Inc., all NSC Not-for-Profit Organizations, believe that obtaining a DIP financing facility of substantial size is an important step for the Debtors to accomplish in moving their bankruptcy cases forward. The NSC NFPs further note that a DIP financing will also reassure them and the residents that the Debtors have sufficient capital to complete an orderly sale process. Martin T. Fletcher, Esq., at Whiteford Taylor and Preston, L.L.P., in Baltimore, Maryland, the NSC NFPs' counsel, says that the NSC NFPs have voiced these clarifications to the Debtors to protect the rights and interests of the NSC NFPs and their residents, including the right to: (i) assurance that the purchase services true-up of nearly $4 million in 2009 for services to the NSC NFPs will be returned either under the DIP Facility or at closing of a sale; (ii) assurance that the prepetition and postpetition restructuring costs inflicted on the NSC NFPs as a result of the Debtors' bankruptcy will be fully reimbursed either under the DIP Facility or at closing of a sale; (iii) escrowing sufficient funds to insure that the $900,000 medicare billing dispute will be fully corrected when a final reconciliation is achieved; and (iv) inclusion of the broad protective language reserving all rights of the NSC NFPs and their residents as was done in the cash collateral order. The NSC NFPs emphasize that there should be no gap in the Debtors' liquidity that in any way threatens a disruption of service to the residents. Debtors Modify Certain DIP Facility Terms to Accommodate Issues Raised On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, relates that subject to final review by all parties, the Debtors have agreed, and Redwood has consented, to modify the terms of the DIP Facility. Among others: 1. Redwood has agreed to provide for marshalling provisions in Final DIP Facility so that corporate borrowings would be repaid from corporate cash and project borrowings would be repaid with project level Initial Entrance Deposits. Shortfalls, if any, would be covered by corporate cash before the joint and several enforcement provisions would take effect. The Debtors will explore with the corporate and project lenders how acceptable this marshalling provision would be and may incorporate it into the Final DIP Facility; 2. The fees sought to be paid as part of the Interim DIP Facility are capped at $150,000 and all other fees will be subject to the Final DIP Facility court approval; 3. The DIP Lender can be compelled to accept payment in cash at any time without prepayment penalty, and the Debtors are committed to retiring the DIP Facility from net proceeds upon an asset sale or a confirmed plan; 4. Redwood will waive its 110% credit bid right if it will only have a credit bid for the outstanding amount of the DIP loan as of the auction; 5. The project lenders will be granted a lien on the sale proceeds of a sale or plan transaction to the extent of any diminution in value of their collateral; and 6. No DIP Facility proceeds will be used by the non-Debtor Landowners at Linden Ponds, Sedgebrook and Monarch Landing. With the exception of PNC Bank's objection, the Debtors believe that these modifications resolve majority of the concerns raised in the DIP Motion Objections. The Debtors are still conferring with the DIP Lender and other parties-in-interest with respect to the proposed changes. With respect to PNC Bank's objection, Mr. Slusher asserts that the corporate and project level lenders have been directly involved in the financing process for several months. He discloses that the corporate and project level lenders have met with Redwood at different instances to discuss the sale transaction and were offered the opportunity to provide additional lending several times. The Debtors' proposal, however, were rejected by the lenders, he avers. "Now, desperate to attack the proposed DIP financing, PNC asserts that it is interested in providing DIP loans on its projects," Mr. Slusher says. The Debtors maintain that they made a reasonable business judgment based on their knowledge of their business operations in determining the amount of funds necessary for the administration of their Chapter 11 cases. The funds that the Debtors seek use under their Cash Collateral Motion and DIP Financing Motion will increase the value of the underlying collateral to a far greater extent than the amount of the DIP Facility, Mr. Slusher insists. In this light, the Debtors' prepetition lenders will be adequately protected from the risk of diminution in value stemming from the lien provided to the DIP Lenders, if any, he elaborates. In the alternative, the Debtors face the prospect of a liquidation that would provide little to no return to PNC Bank, Mr. Slusher maintains. Thus, the Debtors reiterate their request for interim Court approval of the DIP Facility. They also urge the Court to overrule the DIP Motion objections. Mr. Slusher filed with the Court on October 28, 2009, an attorney checklist concerning the DIP Financing Motion. Judge Jernigan has set a further hearing on December 4, 2009, to consider interim approval of the DIP Motion. An interim hearing was previously set for October 29, 2009. Objections are due no later than November 30. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Parties Object to Cash Collateral Use ---------------------------------------------------------- Erickson Retirement Communities LLC seeks the Court's permission to access its lenders' cash collateral. Ashburn Campus LLC, Columbus Campus LP, Concord Campus LP, Dallas Campus LP, Houston Campus LP, Kansas Campus LLC, Littleton Campus LLC, Novi Campus LLC, and Warminster Campus LP, designated as the "Debtor Landowners," also seek the Court's permission to access their cash collateral. The Debtors assert that they need cash on hand and cash flow to fund their operations, payroll obligations and other routine payables. The Debtors also relate that they need cash to fund their Chapter 11 cases. The Debtors further relate that they are in the process of negotiating a postpetition financing. They expect that financing to be in place in two weeks' time. Thus, they only need the use of Cash Collateral to operate for two weeks. In separate filings, Manufacturers and Traders Trust Company, also known as M&T Bank; Wilmington Trust FSB; Dallas County and Harris County; and The Ziegler Companies, Inc., object to the Debtors' Cash Collateral Motions. M&T Bank as collateral and administrative agent under a Building Loan Agreement between the Debtors and Wilmington Trust, FSB, complains that the Cash Collateral Motions do not even address its adequate protection. Instead, M&T Bank contends, the Cash Collateral Motions only purport to provide adequate protection to the "Prepetition Senior Lenders," a group which M&T Bank is not affiliated with. Against this backdrop, the Debtors have failed to meet their burden under Section 363 of the Bankruptcy Code, and the Cash Collateral Motion should be denied, M&T Bank asserts. On the other hand, Wilmington Trust, as successor administrative agent to PNC Bank, N.A., on behalf of the revolver lenders under a July 27, 2007 Credit Agreement, asks the Court to: -- prohibit the Debtors from any use of the Cash Collateral beyond the time granted in the Interim Cash Collateral Order dated October 21, 2009; -- prohibit any surcharge of the Cash Collateral that does not meet the standard required under Section 506(c) of the Bankruptcy Code; and -- direct Erickson Retirement Communities to segregate and account for any Cash Collateral in its possession, custody or control. For its part, Ziegler objects to the Cash Collateral Motions based on the inadequacy of the carve-outs from the cash collateral for fees of estate professionals, which are to be listed on the budgets appended to the interim orders, but are seemingly listed as $0 on the budgets without an amount in contingency upon a trigger event of a carve-out. Dallas County and Harris County, as collectors of the Debtors' ad valorem property taxes, assert that the Court should not grant liens which prime their ad valorem tax liens without a proper demonstration in the record of the Debtors' Chapter 11 cases that the ad valorem tax liens are in no way harmed and are adequately protected pursuant to Section 364(d). The Debtors countered, asking the Court to overrule the objections raised against their Cash Collateral Motions. On behalf of the Debtors, Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, asserts that the Debtors' use of the Cash Collateral will increase the value of the underlying collateral to a far greater extent than the amount of the DIP Facility. Under that circumstance, the Debtors' prepetition lenders will be adequately protected from the risk of diminution in value stemming from the lien provided to the DIP Lender, if any, he insists. On the contrary, Mr. Slusher notes, the Debtors might face a liquidation if they are not able to access the Cash Collateral and that scenario will provide little to no return to the prepetition secured lenders. Judge Jernigan will convene a final hearing on the Cash Collateral Motions on November 18, 2009. Objections are due no later than November 16. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: Redwood-Led Auction Draws Objections --------------------------------------------------------- Erickson Retirement Communities LLC and its units seek the Court's permission to enter into a master sale and purchase agreement with Redwood-ERC Senior Living Holdings, LLC, Redwood-ERC Management, LLC, Redwood-ERC Development, LLC, Redwood-ERC Properties, LLC and Redwood-ERC Kansas, LLC, which contemplates the sale of substantially all of their assets for $100 million, subject to higher bids. On October 19, 2009, the Debtors and Redwood Purchasers entered into a Master Purchase and Sale Agreement contemplating the sale of substantially all of the Debtors' assets to Redwood, free and clear of all liens. Redwood would purchase substantially all of the Debtors' assets in exchange for consideration of payment of $100,000,000, assumption of campus-level debt of $500 million, and commitment of $50 million in new capital. The Debtors intend to continue to market the Debtors' assets postpetition to determine if a higher and better offer may be obtained. The Debtors ask the Court to schedule an auction and approve a deadline for rival bids. Several parties, which include PNC Bank and Bank of America, filed their objections on the Debtors' Sale Motion to the Court. A. PNC Bank, National Association PNC Bank contends that the bidding procedures proposed by the Debtors will not accomplish the sale of the Debtors' assets in a fair and unbiased manner. Instead, the bidding procedures are designed to ensure that Redwood Capital Investment LLC, the proposed stalking horse bidder, acquire the assets on terms favorable to Redwood and unfavorable to all other interested parties, Daniel I. Morenoff, Esq., at K&L Gates LLP, in Dallas, Texas, argues. According to Mr. Morenoff, an undisclosed relationship exists among the owner of the Debtors and Redwood, which relationship should be disclosed if fairness in substance is to be part of the proposed sale process. He says marketing efforts made by the Debtors have been anemic, designed more to minimize than to maximize the value of the Debtors' assets. The Master Purchase and Sale Agreement, he adds, dictates a plan of reorganization that would violate the provisions of Section 1129 of the Bankruptcy Code. The bidding procedures are designed to chill bidding and not to preserve the right of secured creditors to credit bid, Mr. Morenoff insists. Against this backdrop, PNC Bank asks the Court to deny the Sale Motion or, in the alternative, approve modifications to the bidding procedures. PNC Bank proposes, among others, that bidders need more than 20 days from the date they receive the details of the Redwood proposal to submit a competitive bid. Bidders should be given a minimum of 45 days from the date of receipt of the complete Redwood proposal to submit their final bids. Moreover, PNC Bank asserts that the best way to give bidders assurance of a fair auction is for the Court to conduct the auction -- and not the Debtors. In another filing, HCP Inc., as holder of significant secured debt interests on the Debtors' properties at Eagle's Trace, Fox Run and Ann's Choice, joins in PNC Bank's objection. B. Bank of America, N.A. BofA, as administrative agent for Debtor Dallas Campus, LP, senior secured prepetition revolving lenders, opposes the proposed bid procedures for these reasons: (1) They include a limitation or elimination of, or extra statutory conditions upon the exercise of, BofA's rights under Section 363(k) of the Bankruptcy Code or Section 1129(b)(2)(A)(ii) to credit bid the claims of the Dallas Campus Revolving Lenders; and (2) They include provisions that purport to treat any bidder differently than any other bidder with respect to the consents that any bidder must obtain to be a Qualified Bidder; or the status and obligations of any Bidder designated as a Next Best Bidder. C. Manufacturers and Traders Trust Company, aka M&T Bank M&T Bank, as collateral and administrative agent under a Building Loan Agreement with the Debtors, alleges that the Debtors' attempt to obtain expedited approval of the proposed Bidding Procedures is inappropriate because the ultra- aggressive timeline contained in the Bidding Procedures, combined with the onerous priming provisions of the proposed DIP Financing and linkage of the maturity of the DIP Facility to Redwood's selection as the successful bidder, will ensure a virtual lock-up of the outcome of the Debtors' bankruptcy cases for the benefit of Redwood within only 10 days after the Petition Date. To the extent the Sale Motion is granted, M&T Bank asks the Court to prohibit Redwood to enforce its rights and remedies under the Master Purchase and Sale Agreement, with the exception of the break-up fees, expense reimbursement, and overbid protections, unless it is selected as the successful bidder and the sale to Redwood is approved by a further Court order, subject to M&T Bank's right to object. M&T Bank adds that any proposed lease by Redwood of any portion of a property at 5525 Research Park Drive, in Baltimore, Maryland 21228 should be subject to M&T Bank's rights under the Building Loan Agreement, Deed of Trust, and related governing loan documents. D. Capmark Finance, Inc. Capmark Finance, as administrative and collateral agent for lenders to Debtor Littleton Campus, LLC, alleges that through the bidding procedures, the Debtors are seeking to strip the credit bid rights of the senior secured creditors. Thus, to preserve their right to credit bid, secured creditors must be deemed Qualified Bidders under the bidding procedures, Capmark Finance proposes. In addition, Capmark Finance asserts that the bidding procedures impair the right of the secured creditor to credit bid and should not be made applicable to secured creditors: Thus, Capmark urges the Court to modify the bidding procedures to eliminate the applicability of these provisions to secured creditors exercising their right to credit bid: (1) a $5 million cash deposit; (2) a consent requirement; (3) the requirement for written representations concerning availability of cash or financing, financial wherewithal and ability to close; (4) the requirement for submission of a Qualified Bid; and (5) the overbid requirements. E. Wilmington Trust FSB Wilmington Trust as successor administrative agent to PNC Bank under a July 27, 2007 Credit Agreement, asks the Court to extend the marketing and bidding process to 20 days after the filing of the Debtors' plan of reorganization and disclosure statement. Wilmington Trust believes that an unsecured creditors committee will provide a meaningful input. "Where a sale of substantially all of the Debtors' assets is contemplated, it is important that the Creditors' Committee be fully involved," Wilmington Trust stays. More importantly, Wilmington Trust points out, the proposed shortened deadlines seriously threaten the transparency of the sale process as well as the ability to ensure a meaningful auction process. F. Wells Fargo Bank National Association Wells Fargo and Manufacturers and Traders Trust Company jointly allege that the Sale motion is not consistent with the Debtors' obligations to maximize value of their assets because it seeks to implement a sale process that includes: -- an attempt to implement an extremely aggressive schedule for a sale process despite failing to make material terms of the stalking horse bid public; -- an attempt to implement an extremely aggressive schedule for a sale process that may not be reasonable given the potential complexity of any sale in the Debtors' Chapter 11 cases; -- a failure to provide a meaningful opportunity for parties to bid on specific retirement campuses or other discrete assets; -- a failure to provide a clear description of the assets that are being offered for sale; and -- a failure to provide a clear statement regarding the treatment the Debtors are proposing to provide to non- debtor parties to assigned executory contracts, unexpired leases, and related interests. G. Braun Construction Group, Inc. For its part, Braun Construction insists that because the Sale Motion seeks that any sale be approved through a plan process, there is no need to rush the Sale motion before any creditors committee has been appointed. Braun thus asked the Court to delay any order on the Sale Motion for seven days. As of press time, a creditors committee has just been formed November 2, 2009. H. The Ziegler Companies, Inc. Ziegler contends that the Debtors are seeking approval of a sale as part of a Chapter 11 plan, however, no disclosure statement or plan on file with the Court. Without a proposed disclosure statement and plan, Ziegler asserts that it will be at a loss to understand the Debtors' intentions with regard to the Subordinated Taxable Adjustable Mezzanine Put Securities Series 2007 or STAMPS, and how the proposed restructuring of campus-level debt will affect Ziegler and the proposed sale. Thus, Ziegler seeks that no order approving the Sale Motion be entered until a disclosure statement and plan are filed, including a reasonable opportunity for interested parties to object. In a statement, NSC Non-for-Profit Organizations -- Oak Crest Village, Inc., Greenspring Village, Inc., Riderwood Village, Inc., Brooksby Village, Inc., Seabrook Village, Inc., Cedar Crest Village, Inc., Ann's Choice, Inc., Maris Grove, Inc., Fox Run, Inc., Wind Crest, Inc., Ashby Ponds, Inc., Highland Springs, Inc., Eagle's Trace, Inc., Linden Ponds, Inc., Sedgebrook, Inc., Monarch Landing, Inc. and Tallgrass Creek, Inc., -- note that the only way the Debtors can reorganize is to find a buyer with sufficient industry experience and capital to revitalize their operations. In connection with this, Martin T. Fletcher, Esq., at Whiteford Taylor and Preston, L.L.P., in Baltimore, Maryland, cites that the cost of curing the defaults by the Debtors under their agreements with the NSC NFPs is so great that no buyer might be willing to undertake that expense. Thus, the only way a buyer is willing to acquire substantially all the assets of the Debtors is if the NSC NFPs are willing to enter into new third party contracts for long term management with the acquirer, he points out. With respect to the Sale Motion, the NSC NFPs believe that while it provides a good faith starting point for the parties to work together to formulate a fair and thorough process in the case, it could be significantly improved by addressing a number of the objections and suggestions made by certain parties, which include Wells Fargo Bank and Wilmington Trust. Moreover, the NSC NFPs ask the Court extend the Bid Deadline for a short additional period of time to permit all bidders an opportunity to conduct due diligence and negotiate with the lenders, and to provide the NSC NFPs with sufficient time to determine which bidder's proposal best meets the needs of their 23,000 senior residents. Debtors Make Changes to Bid Procedures Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, tells the Court that subject to a final review by all parties, the Debtors have agreed, and Redwood has consented, to modify the terms of the Bid Procedures. Among the modifications are: (1) The Debtors will accept bids for individual parcels of land and pull assets and aggregate bids to determine the best or highest, bid; (2) Any Successful Bidder, including Redwood, must obtain the required consents from the NFPs, the resident committees, and the requisite prepetition lenders on or before two days prior to the auction; (3) Redwood's credit bid right will be $1.5 million as opposed to the $3.5 million originally set forth in the Bid Procedures; (4) The Debtors will remove the provisions in the Bidding Procedures, which relate to the "Next Best Bidder," and competing bidders will not be required to agree to keep their bids open until the "Successful Bid" has been determined; (5) The Debtors and Redwood propose that the non-solicitation provisions in the Master Purchase and Sale Agreement will terminate upon the filing of the Sale Motion; (6) Any deposits from competing bidders will be 5% of the Purchase Price and will not to exceed $5 million; (7) The Debtors propose that the MPSA be revised to provide for an exception for the debtor-in-possession loan; (8) The Debtors propose that any lease of UMBC building be subject to existing mortgage liens; and (9) The MPSA will not be unenforceable by Redwood unless Redwood is the Successful Bidder. Mr. Slusher says that these modifications address the primary concerns raised in the objections to the Sale Motion. In addition, he avers that the Debtors pleadings as well as the testimony at the hearing on the Sale Motion will demonstrate that the Debtors: (i) extensively marketed the property both before and after negotiation of the proposed sale; (ii) provided all of their qualified prepetition lenders with the opportunity to be the plan sponsors and/or DIP lenders; and (iii) have proposed Bid Procedures that, despite these extensive efforts, will provide ample opportunity for alternative buyers or sources of funding. Accordingly, the Debtors ask the Court to approve the Sale Motion and overrule the Objections. Judge Jernigan previously scheduled a hearing to consider the Sale Motion on October 29, 2009. No order from the Bankruptcy Court has been issued as of press time. About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ERICKSON RETIREMENT: U.S. Trustee Names 5 to Creditors Committee ---------------------------------------------------------------- Pursuant to Section 1102 of the Bankruptcy Code, William T. Neary, the United States Trustee for Region 6, appointed five creditors to serve as members of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Erickson Retirement Communities, LLC, and its 15 debtor-affiliates: (1) BNY Mellon Corporate Trust Default Administration Group Attn: Gary S. Bush 101 Barclay Street, 8W Floor New York, NY 10286 Tel: (212) 815-2747 Fax: (732) 667-4734 gary.bush@bny.mellon.com (2) W.H. Boyer Attn: Evan S. Diamond 2945 Route 97 Glenwood, MA 21738 Tel: (410) 442-2100 Fax: (410) 442-2036 ediamond@whboyer.com (3) Regional Construction Resources, Inc. Attn: Sergio Luciani 15460 Pin Oak Drive Conroe, TX 77384 Tel: (713) 789-5131 Fax: (713) 789-5575 (4) Northwest Electric, Inc. Attn: Stephen W. Porter 12442 Owings Mills Blvd. P.O. Box 37 Reiterstown, MA 21136 Tel: (410) 526-4555 Fax: (410) 526-4554 nweelec@aol.com (5) Windsor OH Holdings, LLC Attn: Matthew G. Summers 7312 Parkway Drive Hanover, MA 21076 Tel: (410) 579-4896 Fax: (410) 579-4890 lhowe@windsorhee.com The U.S. Trustee convened an organizational meeting last Nov. 2, 2009, for the formation of the Creditors Committee at Earle Cabell Federal Building Room 752 at 1100 Commerce Street, in Dallas, Texas About Erickson Retirement The Baltimore, Maryland-based Erickson Retirement Communities LLC owns 20 continuing care retirement communities in 11 states. Among Erickson's 20 communities, eight are completed, 11 are open although in construction, and one is in development. They have 23,000 residents in total. Erickson, along with affiliates, filed for Chapter 11 on Oct. 19, 2009 (Bankr. N.D. Tex. Case No. 09-37010). DLA Piper LLP (US) serves as counsel to the Debtors. BMC Group Inc. serves as claims and notice agent. Houlihan, Lokey, Howard & Zoukin, Inc., is also serving as investment and financial consultant. Alvarez & Marsal is serving as restructuring adviser. As of September 30, 2009, on a book value basis, ERC had approximately $2.7 billion in assets, including $2.2 billion of property and equipment, and $3.0 billion in liabilities. Liabilities include $195.8 million on the revolving credit, $347.5 million on construction credit, $64 million in accounts payable, $47.8 million in subordinate debt, and $475 million in purchase option deposits. Bankruptcy Creditors' Service, Inc., publishes Erickson Retirement Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Erickson Retirement Communities LLC and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Bank Debt Trades at 20.4% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which FairPoint Communications, Inc., is a borrower traded in the secondary market at 79.56 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.34 percentage points from the previous week, The Journal relates. The debt matures on March 21, 2015. The Company pays 275 basis points above LIBOR to borrow under the loan facility. Moody's has withdrawn its rating, while Standard & Poor's has assigned a default rating, on the bank debt. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on October 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: New Hampshire Seeks to Intervene in Bankr. Case ---------------------------------------------------------------- The state of New Hampshire is taking an active role in the Chapter 11 cases of FairPoint Communications Inc. and its affiliates. New Hampshire Governor John Lynch said the state will be seeking to intervene in the cases to be able to protect the interests of the state's business, according to seacoastonline.com. "For FairPoint to restructure as a viable company, it must make improving customer services and meeting its commitments to expand broadband its first priorities," Gov. Lynch was quoted by seacoastonline as saying. "We will carefully review the proposed agreements to make sure the interests of New Hampshire consumers and workers are protected and represented in these proceedings," Gov. Lynch added. For its part, FairPoint maintains that it will be business as usual for their daily operations and those operations will not be affected by the reorganization proceedings. A Company spokesperson said there are still some things to be worked on but they don't expect a migration of clients to competitor entities. FairPoint, seacoastonline.com added, is also in talks with two unions for consensual resolutions of their issues, as noted by the Company's spokesperson. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on October 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Proposes Stock Transfer Procedures --------------------------------------------------- George Harrison, a tax partner at Ernst & Young LLP, the Debtors' auditors, relates that the Debtors incurred significant net operating losses or NOLs, which may have substantial future value to their stakeholders. In relation to this, the Debtors want to resolve unrestricted trading of their equity securities that could limit or eliminate their ability to use the NOLs. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Debtors' ability to use their NOLs as well as certain other tax credits are currently limited and could potentially be limited further if and when the Debtors undergo an "ownership change" for purposes of Section 382, according to Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in New York. Generally under Section 382 of the IRC, a corporation that undergoes an "ownership change" is subject to an annual limitation on its ability to utilize its NOLs and other tax attributes. The amount of that such annual limitation generally equals the equity value of the corporation multiplied by the applicable federal rate, a rate published monthly by the IRS intended to be generally equivalent to a risk-free, long-term tax-exempt bond rate. The annual limitation so determined may be increased by the amount of recognized built-in gain during the five years subsequent to the ownership change, to the extent the corporation has net unrealized built-in gain at the time of the ownership change. For purposes of Section 382, an ownership change occurs when the corporation's cumulative owner shift equals fifty percentage points or more. The cumulative owner shift is the increase in the percentage of the corporation's common stock owned by "5-percent shareholders" over a rolling three-year period. In the Debtors' case, they have already experienced an ownership change. In March 2008, FairPoint Communications Inc. completed the acquisition from Verizon Communications, Inc. of its wire- line operations in the Northern New England region. As a result, FairPoint experienced a section 382 ownership change and certain of its NOLs are therefore already capped. Because FairPoint expects to report a taxable loss for the year ended December 31, 2009, it estimates that as of Dec. 31, 2009, it will have a total NOL carryover of approximately $520 million and currently usable NOLs of about $349 million. Based upon current federal income tax rates, the estimated currently useable NOL carryover could provide future federal cash tax savings of approximately $122 million, Mr. Despins notes. "Unrestricted trading of common stock in FairPoint Communications could adversely affect FairPoint's NOLs if (a) too many 5% or greater blocks of common stock are created, or (b) too many shares are added to or sold from such blocks such that, together with previous trading by 5% shareholders or 'Substantial Shareholders' during the preceding three-year period, an ownership change is triggered prior to emergence from the chapter 11 cases and outside the context of a confirmed chapter 11 plan or a 'Pre-Effective Date Ownership Change,'" Mr. Despins says. Accordingly, at the Debtors' behest, Judge Lifland approved, on an interim basis, uniform notification and hearing procedures that must be satisfied before certain transfers of existing common stock of FairPoint Communications Inc. or of any beneficial interest are deemed effective. The notice requirement applies only to holders who hold, or seek to hold, more than 4 million shares of FairPoint Communications' common stock. Mr. Despins notes that as of September 30, 2009, there were only two holders of more than 4 million shares of FairPoint Common Stock. The procedures for monitoring the trading of Common Stock are: a. Any entity who currently is or becomes a Substantial Shareholder must file with the Court, and serve upon counsel to the Debtors, a declaration of that status, on or before the later of (i) 20 days after the date of the Notice of Order, or (ii) 10 days after becoming a Substantial Shareholder. b. Before effectuating any Pre-Effective Date transfer of Common Stock that would result in an increase or decrease in the amount of Common Stock of which a Substantial Shareholder has Beneficial Ownership or would result in an entity becoming a Substantial Shareholder or an entity ceasing to be a Substantial Shareholder, that Substantial Shareholder or entity must file with the Court, and serve on the Debtors' counsel, an advance written declaration of the intended transfer of Common Stock. c. The Debtors will have 15 calendar days after receipt of a Declaration of Proposed Transfer to file with the Court and serve on that Substantial Shareholder an objection to any proposed Pre-Effective Date transfer of Common Stock on the basis that the transfer is reasonably likely to result in a Pre-Effective Date Ownership Change. If the Debtors filed such an objection, the transaction would not be effective unless and until the objection is withdrawn by the Debtors or until the end of the 10th day after the Court enters an order overruling the objection. If the Debtors do not objection with the 15-day period, the transaction could proceed solely as set forth in the Declaration of Proposed Transfer. d. For purposes of these procedures: * A "Substantial Shareholder" is any entity that has Beneficial Ownership of at least four million shares of Common Stock; * "Beneficial Ownership" of Common Stock means, with respect to any holder, (i) ownership of Common Stock directly by that holder, (ii) ownership of Common Stock by subsidiaries of that holder, immediate family members of the holder and entities acting in concert with the holder to make a coordinated acquisition of Common Stock, and (iii) Common Stock that the holder has an Option to acquire; and * An "Option" to acquire Common Stock means any contingent purchase, warrant, convertible debt, put, Common Stock subject to risk of forfeiture, contract to acquire Common Stock or similar interest, regardless of whether it is contingent or otherwise not currently exercisable. All transfer agents of any Common Stock will be required to serve the Notice of Order on all holders of at least 1 million shares of Common Stock. The Debtors will also publish a copy of the Notice of Order in the Wall Street Journal and submit a copy of the Notice of Order to Bloomberg Professional Service for potential publication by Bloomberg. The Court will convene a hearing on November 18, 2009, to consider the Debtors' request on a final basis. Objections, if any, are due no later than November 11. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on October 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FAIRPOINT COMMS: Senior Noteholders Propose Examiner ---------------------------------------------------- The Ad Hoc Committee of certain holders of the 13-1/8% Senior Notes Due April 1, 2018 and 13-1/8% Senior Notes Due April 2, 2018, issued by FairPoint Communications, Inc., asks Judge Burton R. Lifland of the United States Bankruptcy Court for the Southern District of New York to direct the appointment of an examiner in the Chapter 11 cases of the Debtors pursuant to Section 1104(c) of the Bankruptcy Code. Section 1104(c) mandates the appointment of an examiner upon the satisfaction of these factors: (i) the debtor must still be in possession of the estate and a trustee must not have been appointed; (ii) a plan must not have been confirmed; (iii) a party-in-interest or the U.S. Trustee must request the appointment; and (iv) either the appointment of the examiner is in the best interests of the creditors or the specified unsecured debts exceed $5 million. The Ad Hoc Committee wants an examiner to investigate these matters related to the Debtors' cases: * The purportedly marked decline in the Debtors' business plan and projections from August 2009 to October 2009 and the relationship between the Debtors' current projections and the PSA and Term Sheet negotiated with their Prepetition Credit Agreement Lenders; * Discrepancies in the Debtors' public reports and whether there has been an effort by the Debtors' management to cover up their own operational shortcomings; * The Debtors' settlement with Capgemini US LLC and their decision to continue dealing with Capgemini to address their ongoing Cutover issues. The Ad Hoc Committee notes that Capgemini is the consulting firm hired by the Debtors who had mismanaged the cutover of Verizon's NNE Operations to new FairPoint systems and subsequently, as a more fundamental liquidity issue resulting from purported trade contraction; * Issues arising in connection with the Debtors' leveraged buyout of Verizon's Northern New England Wire-Line Operations, including whether the guarantees and security interests under the Credit Facility are subject to avoidance as fraudulent transfers and any causes of action the Debtors may have against Verizon. Verizon NNE is a company that the Debtors acquired in March 2008 for $2.7 billion. In connection with the merger, the Debtors entered into the $2 billion Prepetition Credit Facility and assumed the obligations under the Senior Notes; * The propriety of the January 2009 Dividend, wherein the Debtors declared a dividend of $0.2575 per share of common stock, and whether it is subject to avoidance as a fraudulent transfer; and * The process by which David Hauser, one of the Debtors' directors with no prior CEO or telecommunications experience other than his tenure as director of the company, was selected to succeed retiring CEO Eugene B. Johnson The Ad Hoc Committee contends that the Debtors have massively "revised" their projections in conjunction with the execution of a Plan Support Agreement with their Prepetition Lenders to serve as the basis for a plan of reorganization. The Ad Hoc Committee believes that the projections are both flawed and self-serving, and is prepared to challenge the Debtors' valuation at the appropriate time. At this time, however, the Ad Hoc Committee asserts that the allegedly precipitous decline in the Debtors' fortunes and the circumstances leading the Debtors' circumstances to this juncture warrant investigation by an independent examiner, particularly as the Debtors are a public provider of communications services to nearly 2 million customers. The Debtors' Chapter 11 Cases come against a backdrop of many months of public statements by the Debtors, both on earnings calls with investors and to state public utilities commissions, where the Debtors repeatedly claimed that they were addressing their operational and customer service issues, aggressively pursuing cost-cutting measures and were seeing revenue growth, Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York, laments, on behalf of the Ad Hoc Committee. "Under the facts and circumstances of this case, the appointment of an examiner is justified under Section 1104(c)(1) of the Bankruptcy Code because investigation into the issues would serve the interest of creditors," Mr. Hansen emphasizes. Furthermore, as the Debtors are a provider of communications services to nearly two million of public customers, there is a strong public interest in the investigation of the issues, he adds. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- is an industry leading provider of communications services to communities across the country. FairPoint owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. Fairpoint and its affiliates filed for Chapter 11 on October 26, 2009 (Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as financial advisor for the Company; AlixPartners, LLP as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP is the Company's counsel. BMC Group is claims and notice agent. As of June 30, 2009, Fairpoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in total stockholders' equity. Bankruptcy Creditors' Service, Inc., publishes Fairpoint Communications Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Fairpoint Communications Inc. and its debtor- affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) FANNIE MAE: Posts $18.9 Bil. Q3 Net Loss, Warns of Receivership --------------------------------------------------------------- Federal National Mortgage Association recorded a net loss of $18.9 billion for the third quarter of 2009. Including $883 million in dividends on the senior preferred stock, the net loss attributable to common stockholders was $19.8 billion, or $3.47 per diluted share. Fannie Mae said its net loss was primarily driven by significant credit-related expenses, which totaled $22.0 billion in the third quarter, reflecting the continued build in its combined loss reserves and increasing numbers of credit-impaired loans acquired from MBS trusts for loan modifications, and $1.5 billion in fair value losses due primarily to losses on derivatives resulting from a decrease in swap rates, the time decay of its purchased options and losses on mortgage commitments. Fannie Mae said the impact of these items more than offset its net revenues of $5.9 billion generated primarily from net interest income and guaranty fee income. In comparison, Fannie Mae recorded a net loss of $14.8 billion for the second quarter of 2009. The $4.1 billion increase in its net loss for the third quarter 2009 compared with the second quarter 2009 was driven principally by an increase in credit-related expenses and a shift to fair value losses from fair value gains, which more than offset the shift to investment gains from investment losses. For the third quarter 2008, the net loss was $29.0 billion, and the net loss attributable to common stockholders was $29.4 billion, or $13.00 per diluted share. Fannie Mae said the $10.1 billion decrease in its net loss for the third quarter 2009 from the third quarter 2008 was primarily due to a $21.4 billion non-cash charge to establish a valuation allowance against deferred tax assets in the third quarter 2008, as well as a $2.4 billion decrease in fair value losses and a $1.5 billion increase in net interest income that more than offset a $12.7 billion increase in credit-related expenses. Year-to-Date Results Fannie Mae recorded a net loss of $56.8 billion for the first nine months of 2009. Including $1.3 billion in dividends on the senior preferred stock, the net loss attributable to common stockholders was $58.1 billion, or $10.24 per diluted share. Fannie Mae explained that the net loss was driven primarily by credit-related expenses of $61.6 billion due to the continued build in its combined loss reserves by $41.1 billion, other-than-temporary impairment of $7.3 billion, and fair value losses of $2.2 billion. The impact of these items more than offset the Company's net revenues of $16.7 billion. For the first nine months of 2008, Fannie Mae recorded a net loss of $33.5 billion, or $24.24 per diluted share, driven primarily by a $21.4 billion non-cash charge to establish a valuation allowance against deferred tax assets, $17.8 billion in credit-related expenses, $7.8 billion in fair value losses and $2.4 billion in other-than-temporary impairments, which more than offset Fannie Mae's net revenues of $11.8 billion. The $23.3 billion increase in Fannie Mae's net loss for the first nine months of 2009 from the first nine months of 2008 was driven principally by a $43.8 billion increase in credit-related expenses, coupled with a $4.9 billion increase in other-than- temporary impairment, which more than offset a $21.4 billion non- cash charge to establish a valuation allowance against deferred tax assets, a $5.6 billion decrease in fair value losses and a $4.7 billion increase in net interest income. Consolidated Balance Sheet Fannie Mae said total assets of $890.3 billion as of September 30, 2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008. Total liabilities of $905.2 billion decreased by $22.3 billion, or 2.4%, from December 31, 2008. Total Fannie Mae stockholders' deficit decreased by $249 million during the first nine months of 2009, to a deficit of $15.1 billion as of September 30, 2009, from a deficit of $15.3 billion as of December 31, 2008. The decrease in total Fannie Mae stockholders' deficit was due to the $44.9 billion in funds received from Treasury under the senior preferred stock purchase agreement, $10.5 billion reduction in unrealized losses on available-for-sale securities, net of tax, and a $3.0 billion reduction in Fannie Mae's deficit to reverse a portion of its deferred tax asset valuation allowance in conjunction with its April 1, 2009 adoption of the new accounting guidance for assessing other-than-temporary impairment. These factors were almost entirely offset by Fannie Mae's net loss of $56.8 billion for the first nine months of 2009. Net Worth Deficit Fannie Mae had an estimated net worth deficit of $15.0 billion as of September 30, 2009, compared with a net worth deficit of $10.6 billion as of June 30, 2009 and $15.2 billion as of December 31, 2008. Receivership Under the Federal Housing Finance Regulatory Reform Act of 2008, Federal Housing Finance Agency must place Fannie Mae into receivership if the Director of FHFA makes a written determination that Fannie Mae's assets are, and during the preceding 60 days have been, less than its obligations. Fannie Mae said the FHFA has notified it that the measurement period for such a determination begins no earlier than the date of the SEC filing deadline for its quarterly and annual financial statements and continues for a period of 60 days after that date. FHFA also has advised Fannie Mae that, if Fannie Mae receives funds from the U.S. Department of the Treasury during that 60-day period to eliminate its net worth deficit as of the prior period end in accordance with the senior preferred stock purchase agreement, the Director of FHFA will not make a mandatory receivership determination. Fannie Mae said under the senior preferred stock purchase agreement, as amended, the U.S. Treasury committed to provide Fannie Mae with funds of up to $200 billion under specified conditions. The agreement requires Treasury, upon the request of FHFA as Fannie Mae's conservator, to provide funds to Fannie Mae after any quarter in which it has a negative net worth. The senior preferred stock purchase agreement does not terminate as of a particular time; however, Fannie Mae said it may no longer obtain new funds under the agreement once it has received a total of $200 billion under the agreement. Fannie Mae has received an aggregate of $44.9 billion from Treasury under the senior preferred stock purchase agreement to eliminate its net worth deficit as of the end of each of the last three quarters. On November 4, 2009, the Acting Director of FHFA submitted a request to Treasury for an additional $15.0 billion on Fannie Mae's behalf to eliminate its net worth deficit as of September 30, 2009, and requested receipt of those funds on or prior to December 31, 2009. Upon receipt of those funds from Treasury, the aggregate liquidation preference of Fannie Mae's senior preferred stock, including the initial liquidation preference of $1.0 billion, will equal $60.9 billion and the annualized dividend on the senior preferred stock will be $6.1 billion, based on the 10% dividend rate. This dividend obligation exceeds Fannie Mae's reported annual net income for five of the past seven years and will contribute to increasingly negative cash flows in future periods if Fannie Mae continues to pay the dividends on a quarterly basis. If Fannie Mae does not pay the dividend quarterly and in cash, the dividend rate would increase to 12% annually, and the unpaid dividend would accrue and be added to the liquidation preference of the senior preferred stock, further increasing the amount of the annual dividends. Due to current trends in the housing and financial markets, Fannie Mae expects to have a net worth deficit in future periods, and therefore will be required to obtain additional funding from Treasury pursuant to the senior preferred stock purchase agreement. "As a result, we are dependent on the continued support of Treasury in order to continue operating our business. Our ability to access funds from Treasury under the senior preferred stock purchase agreement is critical to keeping us solvent and avoiding the appointment of a receiver by FHFA under statutory mandatory receivership provisions," Fannie Mae said. Fannie Mae said its senior preferred stock dividend obligation, combined with potentially substantial commitment fees payable to Treasury starting in 2010 (the amounts of which have not yet been determined) and its effective inability to pay down draws under the senior preferred stock purchase agreement, will have a significant adverse impact on its future financial position and net worth. A full-text copy of Fannie Mae's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?489d A full-text copy of Fannie Mae's earnings release is available at no charge at http://ResearchArchives.com/t/s?489e A full-text copy of Fannie Mae's Third Quarter Credit Supplement presentation consisting primarily of information about Fannie Mae's guaranty book of business is available at no charge at: http://ResearchArchives.com/t/s?489f About Fannie Mae Fannie Mae -- http://www.fanniemae.com/-- is a government- sponsored enterprise that was chartered by Congress in 1938. Fannie Mae securitizes mortgage loans originated by lenders in the primary mortgage market into mortgage-backed securities, which can then be bought and sold in the secondary mortgage market. Fannie Mae also participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities, including the Fannie Mae MBS, for its own mortgage portfolio. In addition, Fannie Mae makes other investments that increase the supply of affordable housing. Under its charter, Fannie Mae may not lend money directly to consumers in the primary mortgage market. Although Fannie Mae is a corporation chartered by the U.S. Congress, and although its conservator is a U.S. government agency and Treasury owns its senior preferred stock and a warrant to purchase its common stock, the U.S. government does not guarantee its securities or other obligations. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated to Fannie Mae's management and Board of Directors the authority to conduct the day-to-day operations. FANNIE MAE: Treasury Stops Tax Credit Sale to Goldman, Berkshire ---------------------------------------------------------------- The Wall Street Journal's Nick Timiraos reports the U.S. Treasury on Friday blocked Fannie Mae's proposed sale of nearly $3 billion in low-income housing tax credits to Goldman Sachs Group Inc. and Berkshire Hathaway Inc. Treasury said the deal was too costly for taxpayers. "Withholding approval of the proposed sale affords more protection of the taxpayers than does providing approval," an administration official said in a statement, according to the report. Mr. Timiraos says Fannie Mae had agreed to sell roughly half of its $5.2 billion tax-credit portfolio and had received approval to proceed with the sale from its federal regulator, the Federal Housing Finance Agency. Those credits are virtually worthless to Fannie because the company doesn't have any taxable income to offset, and it is forced to write down the value of those credits every quarter as their value declines, Mr. Timiraos says. According to the report, the extraordinary move was the latest sign of tensions within the Obama administration over how to balance political and financial pressures resulting from the housing crisis. About Fannie Mae Fannie Mae -- http://www.fanniemae.com/-- is a government- sponsored enterprise that was chartered by Congress in 1938. Fannie Mae securitizes mortgage loans originated by lenders in the primary mortgage market into mortgage-backed securities, which can then be bought and sold in the secondary mortgage market. Fannie Mae also participates in the secondary mortgage market by purchasing mortgage loans and mortgage-related securities, including the Fannie Mae MBS, for its own mortgage portfolio. In addition, Fannie Mae makes other investments that increase the supply of affordable housing. Under its charter, Fannie Mae may not lend money directly to consumers in the primary mortgage market. Although Fannie Mae is a corporation chartered by the U.S. Congress, and although its conservator is a U.S. government agency and Treasury owns its senior preferred stock and a warrant to purchase its common stock, the U.S. government does not guarantee its securities or other obligations. Fannie Mae has been under conservatorship, with the Federal Housing Finance Agency acting as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the company, and of any shareholder, officer or director of the company with respect to the company and its assets. The conservator has since delegated to Fannie Mae's management and Board of Directors the authority to conduct the day-to-day operations. FINLAY ENTERPRISES: CEO Art Reiner Paid $125,600 for 2 Months ------------------------------------------------------------- National Jeweler, citing filing with the Securities and Exchange Commission, reports Finlay Enterprises and Finlay Fine Jewelry Chief Executive Officer Art Reiner's salary was $125,625 for the two-month period, including payments of $41,875 in August and $83,750 in September. Mr. Reiner resigned from his CEO positions effective Sept. 30, 2009, though a separate SEC filing stated he would remain chairman of the board for both, the report says. Finlay's senior vice president, treasurer and chief financial officer, was allocated a salary payment of $40,401, including $13,467 in August and $26,934 in September. The report adds that Joyce Manning Magrini, Finlay's executive vice president of administration, who resigned effective Oct. 23, was paid a salary of $14,010 in August and $28,020 in September, for a total of $42,030. Karin Knudsen, Finlay Fine Jewelry's executive vice president of merchandising and marketing, received a total of $40,676 for those two months, including $13,559 in August and $27,117 in September, the SEC filing shows, the report relates. Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a retailer of fine jewelry operating luxury stand-alone specialty jewelry stores and licensed fine jewelry departments in department stores throughout the United States and achieved sales of $754.3 million in fiscal 2008. The number of locations at the end of the second quarter ended August 1, 2009, totaled 182, including 67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty jewelry stores and 77 licensed departments with The Bon Ton. The Company and seven affiliates filed for Chapter 11 on August 5, 2009 (Bankr. S. D. N.Y. Case No. 09-14873). Weil, Gotshal & Manges LLP, serves as bankruptcy counsel. Alvarez & Marsal North America, LLC, is engaged as restructuring advisor in the Chapter 11 case, and the firm's David Coles is appointed as chief restructuring officer. Epiq Bankruptcy Solutions, LLC, serves as claims and notice agent. Judge James Peck presides over the case. In its bankruptcy petition, Finlay Enterprises disclosed assets of $331,824,000 against debts of $385,476,000 as of July 4, 2009. As of the petition date, Finlay owes $38 million outstanding under a first lien credit agreement, $24.7 million under second lien notes, $176.6 million outstanding under third lien notes (in addition to $17.5 million to secured vendors), and $40.6 million under remaining unsecured obligations under the senior notes. On September 25, 2009, the Bankruptcy Court appointed Gordon Brothers Retail Partners, LLC, as agent for Finlay Enterprises and its affiliates and subsidiaries to conduct "store closing" or similar sales of merchandise located at all of the Company's retail store locations and the Company's two distribution centers. The transaction is expected to be completed by February 28, 2010. Gordon Brothers bid 85.75 cents on the dollar for inventory valued at an estimated $116 million for closings sales of 49 Finlay stores. Gordon had a prepetition contract to conduct store closings sales for 55 other stores. FLYING J: To Lay Off 32 Restaurant Workers in Houston ----------------------------------------------------- The Houston Journal reports that Flying J Inc. notified the Texas Workforce Commission, saying that 32 workers may be laid off at one of its restaurants in Houston. According to the notice, an unnamed national restaurant chain will take over the Company's operation by December 1. The new operator may close the restaurant temporarily after that date 1 to make branding and other changes, according to Flying J, with the workers resuming their employment afterwards; however, should the new operator's plans change, the employees could be laid off permanently, the company warned, the report relates. The layoffs would take effect 14 days after December 1, the report says. Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FLYING J: Wants Filing of Chapter 11 Plan Extended until Feb. 28 ---------------------------------------------------------------- Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a Chapter 11 plan and to solicit votes to approve a Chapter 11 plan until Feb. 28, 2010, and April 28, 2010. The Debtors relate that the proposed extension will enable them to finalize a plan of reorganization. The proposed extension will also provide the Debtors and their stakeholders with adequate time to analyze and refine the treatment of the Debtors' creditor constituencies and develop a fair and reasonable distribution scheme. The Debtor proposes a hearing on the extension of exclusive periods on Nov. 23, 2009, at 10:30 a.m. (Eastern Time). Objections, if any, are due Nov. 16, 2009, at 4:00 p.m. (E.T.) Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/-- is among the 20 largest private companies in America, with 2007 sales exceeding $16 billion. The fully integrated oil company employs approximately 14,700 people in the U.S. and Canada through its interstate operations, transportation, refining and supply, exploration and production, as well as its financial services and communications, divisions. Flying J and six of its affiliates filed for bankruptcy on December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384). Flying J sought Chapter 11 protections after a precipitous drop in oil prices and disruption in the credit markets brought to bear significant short-term pressure on the company's liquidity position. Attorneys at Kirkland & Ellis LLP represent the Debtors as counsel. Young, Conaway, Stargatt & Taylor LLP is the Debtors' Delaware Counsel. Blackstone Advisory Services L.P. is the Debtors' investment banker and financial advisor. Epiq Bankruptcy Solutions LLC is the Debtors' notice, claims and balloting agent. In its formal schedules submitted to the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and debts of $640,958,656. An official committee of unsecured creditors has been appointed in the case. Pachulski Stang Ziehl & Jones LLP has been tapped as counsel for the creditors' panel. FORD MOTOR: To Issue $2.87BB of 4.25% Senior Convertible Notes -------------------------------------------------------------- Ford Motor Company on Thursday filed with the Securities and Exchange Commission a prospectus supplement in connection with its issuance of $2,875,000,000 of 4.25% Senior Convertible Notes due November 15, 2016. This includes $375,000,000 principal amount of the 4.25% Notes that underwriters have the option to purchase. Ford estimates that the net proceeds of the offering will be approximately $2,443,000,000, or $2,809,562,500 if the underwriters exercise in full their option to purchase additional notes, after deducting the underwriting discounts and estimated offering expenses payable by Ford. Ford intends to use the net proceeds from the offering for general corporate purposes. The notes will bear interest at a rate of 4.25% per annum. Interest on the notes will be payable semiannually in arrears on May 15 and November 15 of each year, beginning May 15, 2010. The notes will mature on November 15, 2016, unless earlier converted, redeemed or repurchased by Ford. The notes will be Ford's senior, unsecured obligations and will rank equal in right of payment with Ford's senior unsecured debt, and will be senior in right of payment to its debt that is expressly subordinated to the notes, if any. The notes will be structurally subordinated to all debt and other liabilities and commitments of Ford's subsidiaries and will be effectively junior to Ford's secured debt to the extent of the assets securing such debt. Ford and the underwriters have entered into an underwriting agreement with respect to the notes being offered. Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and RBS Securities Inc. are the representatives of the underwriters. Underwriter Principal Amount ----------- ---------------- Citigroup Global Markets Inc. $275,000,000 J.P. Morgan Securities Inc. $275,000,000 Merrill Lynch, Pierce, Fenner & Smith $275,000,000 Barclays Capital Inc. $275,000,000 Deutsche Bank Securities Inc. $275,000,000 Goldman, Sachs & Co. $275,000,000 Morgan Stanley & Co. Incorporated $275,000,000 RBS Securities Inc. $275,000,000 BNP Paribas Securities Corp. $62,500,000 HSBC Securities (USA) Inc. $62,500,000 Credit Suisse Securities (USA) LLC $31,000,000 UBS Securities LLC $31,000,000 BNY Mellon Capital Markets, LLC $20,750,000 Calyon Securities (USA) Inc. $20,750,000 RBC Capital Markets Corporation $20,750,000 ANZ Securities, Inc. $7,250,000 BMO Capital Markets Corp. $7,250,000 Comerica Securities, Inc. $7,250,000 Commerzbank Capital Markets Corp. $7,250,000 PNC Capital Markets Inc. $7,250,000 Scotia Capital (USA) Inc. $7,250,000 Wells Fargo Securities, LLC $7,250,000 ---------------- Total $2,500,000,000 A full-text copy of the prospectus supplement is available at no charge at http://ResearchArchives.com/t/s?4889 Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles across six continents. With about 200,000 employees and about 90 plants worldwide, the company's automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. * * * As reported by the Troubled Company Reporter on November 4, 2009, Moody's Investors Service upgraded the senior unsecured rating of Ford Motor Credit Company LLC to B3 from Caa1. This follows Moody's upgrade of Ford Motor Company's corporate family rating to B3 from Caa1, with a stable outlook. Ford Credit's long-term ratings remain on review for further possible upgrade. As reported by the TCR on April 15, 2009, Standard & Poor's Ratings Services said it raised its ratings on Ford Motor Co. and related entities, including the corporate credit rating, to 'CCC+' from 'SD-'. The ratings on Ford Motor Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank PLC, Ford Credit's European bank, are also unchanged, at 'B-', maintaining the one-notch rating differential between FCE and its parent Ford Credit. S&P said that the outlook on all entities is negative. FREDDIE MAC: Narrows Net Loss to $5.0 Billion for Q3 2009 --------------------------------------------------------- Federal Home Loan Mortgage Corporation narrowed its net loss to $5,013,000,000 for the three months ended September 30, 2009, from a net loss of $25,295,000,000 for the same quarter a year ago. Freddie Mac posted a net loss of $14,097,000,000 for the nine months ended September 30, 2009, from a net loss of $26,263,000,000 for the same period a year ago. Freddie Mac reported total interest income of $9,865,000,000 for the three months ended September 30, 2009, from $10,469,000,000 for the same quarter a year ago. Freddie Mac reported total interest income of $30,829,000,000 for the nine months ended September 30, 2009, from $30,585,000,000 for the same period a year ago. As of September 30, 2009, Freddie Mac had $866,601,000,000 in total assets against $856,195,000,000 in total liabilities. As of September 30, 2009, Total Freddie Mac stockholders' equity was $10,311,000,000; and Total equity was $10,406,000,000. Freddie Mac received $36.9 billion in cash from the U.S. Treasury pursuant to draws under their Purchase Agreement during the nine months ended September 30, 2009. Freddie Mac said market conditions could limit the availability of the assets in its mortgage-related investments portfolio as a significant source of funding. In addition, Freddie said its Lending Agreement with Treasury is scheduled to expire on December 31, 2009. Upon expiration of the Lending Agreement, Freddie Mac said it will not have a liquidity backstop available (other than Treasury's ability to purchase up to $2.25 billion of its obligations under its permanent statutory authority) if Freddie is unable to obtain funding from issuances of debt or other conventional sources. "At present, we are not able to predict the likelihood that a liquidity backstop will be needed, or to identify the alternative sources of liquidity that might then be available to us, other than draws from Treasury under the Purchase Agreement or Treasury's ability to purchase up to $2.25 billion of our obligations under its permanent statutory authority. No amounts have been borrowed under the Lending Agreement as of September 30, 2009. However, we have successfully tested our ability to access funds under the Lending Agreement. If we were unable to obtain funding from issuances of debt or other conventional sources at suitable terms or in sufficient amounts, it is likely that the funds potentially available from Treasury would not be adequate to operate our business," Freddie Mac said. "During this critical time for homeowners and the market, we continued to support the recovery of the housing market by providing a stable source of mortgage funding and helping people keep their homes," said Freddie Mac Chief Executive Officer Charles E. Haldeman, Jr. "In the third quarter, we helped more than 100,000 borrowers avoid foreclosure -- a growing figure that includes more than 78,000 new loans that entered into HAMP trial periods. We expect this to continue, and we have strengthened our efforts to make MHA successful and to help families, our economy and our nation. "We continued to see some positive housing market developments, including higher volumes of home sales and modest increases in house prices in certain areas of the country," Mr. Haldeman said. "However, we believe that factors like high unemployment, excess inventory and rising foreclosures will continue to impede a full recovery for some time and put further downward pressure on house prices. We expect to request additional funds from Treasury as this prolonged deterioration of market conditions continues to negatively impact our financial results. "Going forward, I'm especially pleased that we've completed a senior management team that is highly seasoned, highly respected and intensely focused on serving our mission and strengthening our company," Mr. Haldeman added. "In September, Bruce Witherell - a veteran Wall Street manager and leader -- joined us as our chief operating officer. In October, Ross Kari -- an executive with substantial housing finance experience in both the GSE and private sectors became our chief financial officer. Our leadership team, working with our board of directors and our highly skilled employees, is committed to doing everything we can to serve our broad mission and speed the recovery of the U.S. housing market." A full-text copy of Freddie Mac's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48bf A full-text copy of Freddie Mac's earnings release is available at no charge at http://ResearchArchives.com/t/s?48c0 About Freddie Mac The Federal Home Loan Mortgage Corporation (FHLMC) NYSE: FRE -- http://www.freddiemac.com/-- commonly known as Freddie Mac, is a stockholder-owned government-sponsored enterprise authorized to make loans and loan guarantees. Freddie Mac was created in 1970 to provide a continuous and low cost source of credit to finance America's housing. Freddie Mac conducts its business primarily by buying mortgages from lenders, packaging the mortgages into securities and selling the securities -- guaranteed by Freddie Mac -- to investors. Mortgage lenders use the proceeds from selling loans to Freddie Mac to fund new mortgages, constantly replenishing the pool of funds available for lending to homebuyers and apartment owners. Conservatorship As reported by the Troubled Company Reporter, the U.S. government took direct responsibility for Fannie Mae and Freddie Mac, placing the government sponsored enterprises under conservatorship on September 7, 2008. James B. Lockhart, director of Federal Housing Finance Agency, said that Fannie Mae and Freddie Mac share the critical mission of providing stability and liquidity to the housing market. Between them, the Enterprises have $5.4 trillion of guaranteed mortgage-backed securities (MBS) and debt outstanding, which is equal to the publicly held debt of the United States. Among the key components of the conservatorship, the FHFA, as conservator, assumed the power of the Board and management. GATEHOUSE MEDIA: Bank Debt Trades at 63.37% Off ----------------------------------------------- Participations in a syndicated loan under which GateHouse Media, Inc., is a borrower traded in the secondary market at 36.63 cents- on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.33 percentage points from the previous week, The Journal relates. The loan matures on Feb. 27, 2014. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ca rating and Standard & Poor's CCC rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. GATEHOUSE MEDIA: Swings to $2-Mil. Net Loss for Third Quarter ------------------------------------------------------------- GateHouse Media, Inc., swung to net income of $2,048,000 on total revenues of $144,933,000 for the three months ended September 30, 2009, from a net loss of $18,505,000 on total revenues of $170,536,000 for the same period a year ago. The Company posted wider net loss of $526,338,000 on total revenues of $435,023,000 for the nine months ended September 30, 2009, from a net loss of $490,546,000 on total revenues of $511,749,000 for the same period a year ago. At September 30, 2009, the Company had $601,666,000 in total assets against $1,350,478,000 in total liabilities. During the third quarter of 2009, the Company sold land located in Quincy, Massachusetts for an aggregate sale price of $10,575,000 -- $7,075,000 of cash and $3,500,000 in the form of a note receivable. The note calls for a balloon payment on August 14, 2012, and incurs interest at a rate of 5% in year 1, 7% in year 2 and 9% in year 3. This land was previously included in Long-term assets held for sale at a value of $9,200,000. A gain of $591,000, net of expenses incurred, was recognized on this sale. During the nine months ended September 30, 2009, the Company discontinued a publication in Derby, Kansas. The Company recorded an impairment loss of $551,000. Additionally, during the nine months ended September 30, 2009, the Company completed its sale of four publications in Iowa for an aggregate sale price of $1,925,000. The Company recorded an impairment loss of $1,777,000. The Company also discontinued an on-line only publication in Kansas, recording an impairment loss of $32,000. "The newspaper industry and the Company have experienced declining same store revenue over the past two years. This has led to increased losses, reduced cash flow from operations and the need to record impairment charges for certain long term assets. It has also made it more difficult for the Company to meet certain debt covenants and has eliminated the availability of additional borrowings under its revolving debt agreement. As a result of these trends in the industry and the Company, management has implemented plans to reduce costs and preserve cash flow. This has included suspending the payment of cash dividends, the issuance of subsidiary preferred stock, the repayment of indebtedness, the continued implementation of cost reduction programs, and the potential sale of non-core assets. The Company believes these initiatives will provide it with the financial resources necessary to invest in its business and ensure its future success and provide sufficient cash flow to enable the Company to meet its commitments for the next twelve months," the Company said. Commenting on GateHouse Media's results, Mike Reed, Chief Executive Officer, said, "While current economic conditions continue to present a challenging revenue environment, the permanent cost reduction initiatives we implemented this year resulted in higher EBITDA margins and increased levered free cash flow in the quarter. "Revenue trends are showing signs of potential stabilization in terms of nominal dollars. Our total same-store revenue declined 14.9% in the third quarter, a slight improvement over 15.2% and 16.3% in the first and second quarters, respectively. September was our strongest month based on year-over-year revenue performance and we are encouraged that this trend may continue as we enter what has historically been our seasonally best quarter. "Due to the cost initiatives put in place in the first half of the year, our As Adjusted EBITDA margin has improved each quarter, reaching 19.0% in the third quarter, compared to 16.6% and 6.7% in the first and second quarters, respectively. Solid As Adjusted EBITDA results, combined with lower interest expense and capital spending resulted in levered free cash flow of $0.19 per share in the third quarter compared to $0.16 per share in the second quarter and $0.17 last year. "In addition to ongoing cost reduction initiatives, we continue to focus on strengthening our balance sheet, in particular, working capital and liquidity. During the third quarter, we were able to improve our short term liquidity position by retiring $16.0 million of short term debt at a discount." A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?489f A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48a0 About GateHouse Media Headquartered in Fairport, New York, GateHouse Media, Inc. (OTC: GHSE) -- http://www.gatehousemedia.com/-- is one of the largest publishers of locally based print and online media in the United States as measured by its 88 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. * * * As reported by the Troubled Company Reporter on September 21, 2009, Moody's Investors Service downgraded GateHouse Media Operating, Inc.'s Corporate Family rating to Ca from Caa1 and its Probability of Default rating to Ca from Caa2, reflecting Moody's view of very high default risk and weakened recovery prospects for debtholders in an event of default scenario which is exacerbated by lingering adverse current market conditions. GATEWAY BANK: Closed; Central Bank of Kansas Assumes Deposits ------------------------------------------------------------- Gateway Bank of St. Louis, St. Louis, Missouri, was closed November 6 by the Missouri Division of Finance, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Central Bank of Kansas City, to assume all of the deposits of Gateway Bank of St. Louis. The sole branch of Gateway Bank of St. Louis will reopen on Saturday as a branch of Central Bank of Kansas City. Depositors of Gateway Bank of St. Louis will automatically become depositors of Central Bank of Kansas City. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until Central Bank of Kansas City can fully integrate the deposit records of Gateway Bank of St. Louis. As of September 25, 2009, Gateway Bank of St. Louis had total assets of $27.7 million and total deposits of approximately $27.9 million. Central Bank of Kansas City did not pay the FDIC a premium for the deposits of Gateway Bank of St. Louis. In addition to assuming all of the deposits of the failed bank, Central Bank of Kansas City agreed to purchase essentially all of the assets. Customers who have questions about the November 6 transaction can call the FDIC toll-free at 1-800-405-8124. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/gateway-mo.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $9.2 million. Central Bank of Kansas City's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to alternatives. Gateway Bank of St. Louis is the 119th FDIC-insured institution to fail in the nation this year, and the third in Missouri. The last FDIC-insured institution closed in the state was First Bank of Kansas City, Kansas City, on September 4, 2009. GENERAL MOTORS: Germans Frustrated Over GM's Decision to Keep Opel ------------------------------------------------------------------ ABI reports that feeling jilted after six months of negotiations, German officials reacted angrily Wednesday to General Motors' decision to keep its European business, Opel, rather than sell a majority stake to a consortium backed by Berlin. As reported by the TCR on Nov. 4, 2009, given an improving business environment for General Motors Company over the past few months, and the importance of Opel//Vauxhall to GM's global strategy, the GM Board of Directors has decided to retain Opel and will initiate a restructuring of its European operations in earnest. On a preliminary basis, the GM plan entails total restructuring expenses of about EUR3 billion, significantly lower than all bids submitted as part of the investor solicitation. GM will work with all European labor unions to develop a plan for meaningful contributions to Opel's restructuring. While Opel continues to outperform against its viability plan assumptions and immediate liquidity is stable, time is of the essence. GM is facing a November 30 expiration on EUR1.5 billion in bridge loans from Germany. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- as founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported by the Troubled Company Reporter, GM reported net loss of US$6.0 billion, including special items, in the first quarter of 2009. This compares with a reported net loss of US$3.3 billion in the year-ago quarter. As of March 31, 2009, GM had US$82.2 billion in total assets and US$172.8 billion in total liabilities, resulting in US$90.5 billion in stockholders' deficit. General Motors Corporation and three of its affiliates filed for Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-50026). General Motors changed its name to Motors Liquidation Co. following the sale of its key assets to a company 60.8% owned by the U.S. Government. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Bankruptcy Creditors' Service, Inc., publishes General Motors Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by General Motors Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). GENERAL MOTORS: Sends Execs to Germany to Fine-Tune Opel Plan ------------------------------------------------------------- The Wall Street Journal's John D. Stoll and Vanessa Fuhrmans report that company officials said a team of General Motors Co. executives will arrive in Germany on Monday to fine-tune a restructuring plan for Adam Opel GmbH and search out a new leader for the European unit. On Friday, GM said Carl-Peter Forster, GM group vice president and president, Opel Europe, will be leaving his role as head of European operations and will advise the company during the transition to find a new CEO. With the departure of Mr. Forster, GM said it will initiate an immediate external search for a new CEO for Opel Europe and will work with Opel leadership, in consultation with representatives of the European Employees Forum, in moving forward with a plan that will build a strong and enduring future for the Opel/Vauxhall brands. "The Opel brand has made tremendous progress under Carl-Peter's tenure and leadership over the past several years," said GM President and CEO Fritz Henderson. "We thank him for his significant accomplishments and wish him only the best in the future. In the meantime, we're confident that the key personnel leading Opel will stay focused on running the business during this time of transition. We expect to finalize our proposals for establishing Opel/Vauxhall's future next week and will be engaging all stakeholders to see how we can best work together in achieving our mutual goals. We will update on our progress as soon as is possible." Mr. Henderson added that no other management changes to the Opel Europe organization are being considered at this time, and that all key management roles remain while the search for a CEO to lead Opel Europe commences. "The past few years building the Opel brand has been a tremendous personal opportunity," said Mr. Forster. "We've seen great strides in design, quality and technology and the launch of truly world-class products. It's been an honor to be part of the history of Opel, and I wish all the people with the organization only the best in what I'm certain will be a great future." The Journal says Mr. Forster was an opponent of the board's decision to keep Opel. He will be replaced for now by GM marketing chief Robert A. Lutz, who will be head of the Opel supervisory board but not GM Europe CEO, the Journal adds. According to the Journal, Mr. Henderson and key executives -- including GM international chief Nick Reilly and current Opel chief Hans Demant -- will take a fresh look at Opel's operations and decide how many of the division's 55,000 workers and 10 plants in Europe need to be eliminated to make the business viable. Separately, GM plans to move Chief Financial Officer Ray Young to international headquarters in Shanghai, pending the hiring of a new CFO, according to people familiar with the move, the Journal reports. GM officials have met seven candidates for the CFO job, and narrowed the field to three prospects, according to these people. Last week, GM cancelled a deal to sell its Opel//Vauxhall operations to the partnership of Canadian autoparts maker Magna, Russian car maker OAO GAZ and Russian state-controlled OAO Sberbank, instead deciding to restructure the unit. "GM will soon present its restructuring plan to Germany and other governments and hopes for its favorable consideration," said Mr. Henderson. "We understand the complexity and length of this issue has been draining for all involved. However, from the outset, our goal has been to secure the best long term solution for our customers, employee, suppliers, and dealers which is reflected in the decision reached today. This was deemed to be the most stable and least costly approach for securing Opel/Vauxhall's long-term future." On a preliminary basis, the GM plan entails total restructuring expenses of about EUR3 billion, significantly lower than all bids submitted as part of the investor solicitation. GM will work with all European labor unions to develop a plan for meaningful contributions to Opel's restructuring. While Opel continues to outperform against its viability plan assumptions and immediate liquidity is stable, time is of the essence. GM is facing a November 30 expiration on EUR1.5 billion in bridge loans from Germany. According to the Journal, GM hadn't received word from the German government Tuesday evening on whether it will continue extending the loans or request they be repaid, said a person familiar with the matter. "While strained, the business environment in Europe has improved." Mr. Henderson said in a news statement. "At the same time, GM's overall financial health and stability have improved significantly over the past few months, giving us confidence that the European business can be successfully restructured. We are grateful for the hard work of the German and other EU governments in navigating this difficult economic period. We're also appreciative of the effort put forward by Magna and its partners in Russia in trying to reach an equitable agreement." Mr. Henderson added that GM also hopes to build on its already significant business in Russia and to resume work directly with GAZ to contribute to both the modernization of its operations and the joint development of the Russian vehicle market on a mutually attractive basis. More details on the next steps in the restructuring will be provided as the plans and developments warrant. The Journal notes that Mr. Henderson's management team had worked out a deal last Summer to sell 55% of Opel to the partnership of Canadian autoparts maker Magna, Russian car maker OAO GAZ and Russian state-controlled OAO Sberbank. The German government committed to finance the plan and help fund Opel with EUR4.5 billion in aid. Under the deal, the German government would kick in billions of dollars in financing to close the sale and initiate a restructuring. Magna had committed to spend $500 million. General Motors -- -- http://www.gm.com/-- one of the world's largest automakers, traces its roots back to 1908. With its global headquarters in Detroit, GM employs 209,000 people in every major region of the world and does business in some 140 countries. GM and its strategic partners produce cars and trucks in 34 countries, and sell and service these vehicles through the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel, Vauxhall and Wuling. GM's largest national market is the United States, followed by China, Brazil, the United Kingdom, Canada, Russia and Germany. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors acquired operations from General Motors Corporation on July 10, 2009. GENMAR HOLDINGS: Pursuing Sale of Assets ---------------------------------------- Genmar Holdings Inc. is pursuing a sales process rather than a reorganization to exit Chapter 11 bankruptcy, court documents say. Beth Rosenberg at Soundings Trade Only Today reports that Genmar chairperson Irwin Jacobs confirmed he is a bidder for the Company, saying, "I can't give you the information for that right now because it's not public, but I plan on being a bidder for the assets and continue the business as it is. I tried to do the reorganization and couldn't get the cooperation of everybody necessary with which to do it. I was going down that path and, frankly, had what I thought was, in place, a transaction to do it. But there were people who weren't cooperating with it, so I had to go in a different direction." According to Soundings Trade, Mr. Jacobs said that he will bid on "primarily the company" as a whole. Court documents say that Genmar has identified a "potential stalking horse" but doesn't identify that party, to "preserve the integrity of the sale process." Genmar had been looking at other options but court documents say that the potential stalking horse believes that pursuit of both strategies will be dilutive of management's efforts and therefore, it has demanded that debtors enter into the exclusivity and expense agreement. Pulaski, Wisconsin-based Carver Italia, LLC, and its affiliates, including Genmar Holdings, Inc. -- http://www.genmar.com/-- is the world's second-largest manufacturer of fiberglass powerboats. It generated $460 million in annual revenue making boats using brand names including Carver, Four Winns, Glastron, Larson, and Wellcraft. Genmar and an affiliate filed for Chapter 11 bankruptcy protection on June 1, 2009 (Bankr. D. Minn. Case No. 09-33773, and 09-43537). James L. Baillie, Esq., and Ryan Murphy, Esq., at Fredrikson & Byron, PA, assist the Debtors in their restructuring efforts. Carver Italia listed $10 million to $50 million in assets and $100 million to $500 million in debts. GEORGIA-PACIFIC LLC: Moody's Keeps Ratings, Gives Positive Outlook ------------------------------------------------------------------ Moody's Investors Service affirmed Georgia-Pacific LLC's ratings and revised the ratings outlook to positive from stable reflecting the company's improved financial performance, reduced debt level and expectations that financial performance will improve further as economic conditions strengthen. Despite operating in a challenging economic environment, GP has been able to improve its financial performance by aggressively managing its costs, thereby achieving considerable improvements in its North American and restructured international consumer products operations. The company also benefited from the significant cash payments from the black liquor tax credit which allowed it to reduce its leverage. The resiliency of GP's large consumer products segment, the relative stability of its packaging business and the ability of its building products segment to weather the US housing slowdown has allowed the company to generate strong cash flow during this difficult economic environment. The company has reduce debt by more than $2.7 billion in the past seven quarters, however, this debt reduction has been partially offset by an increase in the company's pension deficit. Despite the expiration of the black liquor tax credit at year end and the expectation that GP may continue to face a difficult operating environment, Moody's expects the company's credit protection metrics will improve as management achieves further operational efficiencies and continues to reduce its high debt levels. GP's Ba3 corporate family rating reflects the company's significant scale and diverse product offering, leading market positions in a number of distinct business segments, a stable aggregate cash flow stream and the flexibility to generate cash by the divestiture of discrete business lines should the need arise. GP's vertically integrated relatively low cost asset base and its sponsorship benefits provided by its parent, Koch Industries further support the ratings. Key credit challenges for GP include financial constraints and refinancing risks given the company's large debt load, the substantial pension deficit, and weak volumes for some of the company's products. GP's has good liquidity supported by substantial availability under its credit facility and expectations of continued positive free cash flow generation. GP's liquidity profile is also supported by its modest cash position and strong alternative liquidity potential from asset sales. Despite the company's recent efforts to extend maturity dates and refinance portions of its bank credit facilities, refinancing risk remains over the intermediate term. The company's primary source of liquidity consists of a broadly syndicated $1.675 billion revolving credit facility, with $1.25 billion maturing in October 2012 and the remainder maturing in December 2010. Liquidity is also augmented by an $825 million domestic accounts receivable facility and a EURO150 million European accounts receivable facility. Moody's estimates that GP's total liquidity including cash at September 30, 2009, exceeded $2.5 billion. Outlook Actions: Issuer: Georgia-Pacific LLC -- Outlook, Changed To Positive From Stable Moody's last rating action was on June 23, 2009, when Moody's assigned a Ba2 rating to GP's $1.0 billion senior secured term loan C due 2014 and affirmed the company's existing ratings. Headquartered in Atlanta, Georgia, GP is a privately owned global leader in tissue and other consumer products, and has significant operations in building products and paper-based packaging. GMAC INC: DBRS Maintains Rating at 'CCC' ---------------------------------------- DBRS has commented that the ratings of GMAC Inc. (GMAC or the Company) and its related subsidiaries, including its CCC Issuer and Long-Term Debt ratings remain Under Review Developing, where they were placed on May 25, 2009, following the Company's announced capital and liquidity actions. Today's comment follows GMAC's Q3 2009 earnings release indicating a net loss from continuing operations of $671 million compared with a loss of $3.3 billion on a quarter linked basis and a loss of $2.5 billion for the comparable period a year ago. The reduced loss was the result of increased net financing revenue driven by lower depreciation expense on operating lease assets and lower interest expense. Further, the improved results benefited from the lower loan loss provisioning, which at $704 million, compares positively to $1.2 billion in Q2 2009. In addition, tightening credit spreads in the auto ABS market resulted in a $155 million pre-tax gain on the mark-to-market of the Company's auto ABS residuals held on its balance sheet. Negatively impacting the quarter's result was the sizeable reserve build for mortgage "rep and warranty" repurchases of $515 million, an additional $161 million of provisioning for the resort finance assets, and $309 million of bond exchange discount amortization. Excluding these charges, GMAC's loss for the quarter was approximately $77 million. DBRS views the results as evidence of the progress GMAC has made in refocusing the Company on its core businesses and in working through certain legacy assets that have weighed heavily on GMAC's financial performance over the recent past. Indeed, the Company's core Auto Finance and Insurance segments reported quarterly pretax profits of $395 million and $81 million, respectively. Overall results, however, continued to be pressured by losses in the Company's mortgage operations, which reported a loss of $747 million for the quarter substantially less than the $2.0 billion loss in Q2. GMAC's capital position improved during the quarter. GMAC's Tier 1 capital ratio increased to 14.4% from 13.6% in Q2 2009, as the Company continued to de-risk its balance sheet. Risk-weighted assets declined 10% during the quarter, and were $165.2 billion at Sept. 30, 2009. Further, GMAC's capital position is expected to be enhanced during the current quarter, as the Company expects to raise additional capital as required by S-CAP. Near-term liquidity is acceptable and has improved over the most recent quarters. GMAC continues to make progress in transitioning to a bank funding centric model. During the quarter total net deposits at Ally Bank increased 9% to $27.7 billion. While near- term liquidity has stabilized, DBRS is mindful that GMAC's liquidity position remains pressured with approximately $29 billion of both unsecured and secured debt coming due in 2010. Importantly, since the end of the Q3 2009, GMAC has completed a $2.9 billion issuance of AAA-rated Federal Deposit Insurance Corporation (FDIC) guaranteed debt under the FDIC's Temporary Liquidity Guarantee Program (TLGP) and an $886 million TALF- eligible auto ABS transaction, which adds a degree of relief to the refinancing pressure. The recent TLGP issuance fulfilled GMAC's capacity under TLGP. The ratings remain Under Review with Developing implications. DBRS continues to review GMAC's future earnings potential, its liquidity profile, and its capitalization. Included in its review, DBRS will assess GMAC's ability to return to profitability and generate organic capital. Accordingly, GMAC's ability to reduce the earnings pressure borne with Residential Capital LLC (ResCap), the Company's 100% owned residential mortgage lending and servicing unit, is a key consideration. As such, DBRS continues to assess the Company's strategy for ResCap. Given the expected improvement in GMAC's capital position, the ongoing improving liquidity and funding profile, and continuing de-risking of the balance sheet, DBRS sees more upward ratings pressure then downward ratings pressure. However, given the challenging landscape in the U.S. mortgage financing market, the outlook for a tepid recovery in U.S. housing, and the likelihood of a prolonged recovery for the U.S. auto industry, significant challenges remain. GPX INT'L: Competing Bids for Business Units Due December 2 ----------------------------------------------------------- GPX International Tire Corporation sought and obtained the approval of the U.S. Bankruptcy Court for the District of Massachusetts to conduct a public auction of its: (a) North American operations related to the manufacture and sale of solid and semi-solid off-the-road tire products, including its interests in its Gorham, Maine, Red Lion, Pennsylvania manufacturing facilities, and (b) stock in Starbright Group Inc., a Cayman Islands holding company, and the parent and sole stockholder of Hebei StarbrightTire Co., Ltd., the owner of a tire manufacturing facility in Hebei Province, China (the "Solid Tire Assets"). The Debtor's other primary business is its off highway and tire truck business. The Debtor proposes to sell the OTRJTruck Unit in its entirety to two separate purchasers in two separate, but interrelated, private sales, absent higher and better offers. Alliance Tire Co. (1992) USA Ltd. would acquire the Debtor's U.S. OTRJTruck Unit operations, including its assets, customer relationships, warehouse footprint, Galaxy and Primex brands and Aeolus medium radial truck tire distribution license. The Debtor has also entered into an agreement with 2220753 Ontario Inc., an entity that was formed by Allegro Rubber International Inc. and Robert Sherkin and Peter Koszo, who are managers of the Debtor's indirect subsidiary, Dynamic Tire Corp., and interest holders in the Debtor, and therefore insiders as that term is defined in Section 101(31) of the Bankruptcy Code. Ontario has agreed to purchase the Debtor's stock interest in Dynamic, which (pursuant to a Supply and Distribution Agreement with the purchaser of the Alliance Assets) will continue the sale and distribution in Canada of the Galaxy and Primex brand off-the-road tires as well as the sale and distribution of medium radial truck and passenger car tires and private label sourcing. The proposed sale of Dynamic will be accomplished through the sale, free and clear of liens claims and interests, of the stock of Dynamic's parent, 2082320 Ontario Inc., a wholly owned subsidiary of the Debtor, along with certain other assets. To permit interested parties to make counter-offers for any or all of the Alliance Assets, the Dynamic Assets and the Solid Tire Assets, the Debtor has requested that the Court establish the same schedule for the Private Sales and the Public Auction. Competing bids for the Assets are due December 2. Bids may be submitted for either the Alliance Assets, the Dynamic Assets, the Solid Tire Assets or any combination of those assets. A bid for the Alliance Assets must in cash in amount not less than $35,230,000 and assumed liabilities of not less than $5,300,000. A bid for the Dynamic Assets must be not less than $24,665,000. A bid for the Solid Tire Assets must be at a minimum value of $9,000,000. An auction will be held for the Dynamic or Alliance Assets if there is a competing bid for those assets. Absent competing bids, the Debtors will seek approval of the sale to the stalking horse bidder. The public auction for the Solid Tire Assets will be on December 7, at a time prior to the sale hearing, with bids due December 2. The Court has set a hearing on the sale motions for December 7, 2009, at 10:00 a.m. Bid Protections The Dynamic asset purchase agreement (Dynamic APA) provides that 2220753 Ontario Inc. is entitled to $750,000 reimbursement of transaction expenses. In the Dynamic sale motion, the Debtor seeks approval of a stock purchase agreement with Ontario by which the Debtor would sell all of its stock in 2082320 Ontario Inc. ("ExchangeCo") along with certain other assets to Ontario. ExchangeCo owns the shares of Dynamic Tire Corp. Alliance says that it is entitled to a termination fee of $900,000 plus up to $1,000,000 of Alliance's reasonable, documented out-of- pocket expenses incurred in connection with the Alliance APA and the transactions contemplated by that company. Due to the integration of the Debtor's operations, the Court ruled that purchasers of the assets under the Alliance asset purchase agreement and the assets under Dynamic APA enter into various accords called ancillary agreements concerning post-sale operations to provide transitional administrative services for a period of time after the closing of the sales. About GPX International GPX International Tire Corporation is one of the largest independent global providers of specialty "off-the-road" tires for the agricultural, construction, materials handling and transportation industries. GPX is a worldwide company, headquartered in Malden, Massachusetts, with operations in North America, China, Canada, and Germany. A third generation family- owned business, GPX and its predecessor companies have been in business since 1922. GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Mass. Case No.: 09-20170). GPX is represented in U.S. Bankruptcy Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM Capital Corp. serves as investment banker to GPX in connection with these transactions and Argus Management Corporation serves as restructuring advisor to GPX. The petition says assets and debts range from $100 million to $500 million. GPX INT'L: Gets Court's Interim Nod to Use Cash Collateral ---------------------------------------------------------- GPX International Tire Corporation sought, and obtained interim approval, from the U.S. Bankruptcy Court for the District of Massachusetts permission to use cash collateral from its prepetition secured lender RBS Citizen N.A. to fund business operations and payroll under a proposed 13-week budget. On March 31, 2006, the Debtor entered into a credit facility provided by the Bank Group, led by RBS Citizens, N.A., providing for $160.0 million in senior credit obligations comprised of a six-year $110.0 million term loan facility and a five-year $50.0 milllion revovling credit facility, which includes up to $5.0 million in letters of credit. The Debtor says that access of the cash collateral is vital to the preservation and maintenance of the going concern value of the Debtor and a successful reorganization. The Debtor relates that without the cash collateral, it would have to cease operations, as it doesn't have available sources of working capital and financing to carry on the operation of its business. As adequate protection, the Court has allowed the Debtor to grant RBS Citizen a valid, binding, enforceable and perfected replacement security interest in, and lien on all of the property of the Debtor; and a superpriority claim as provided for in Section 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses. The Debtor will also make a monthly payment the budgeted fees and expenses payable to the pre-petition agent, the prepetition lenders, and their affiliates for the reasonable fees and disbursements of counsel, financial advisors and other consultants for the prepetition agent or the prepetition lenders. The Debtor, which can use proceeds from any sale within three business days of receipt, will provide to the prepetition agent and the Prepetition Lenders within 30 days of the end of each month unaudited monthly financial statements for the Debtor. The prepetition Agent will be allowed to retain expert consultants and additional financial advisors at the expense of the Debtor, giving the experts reasonable access to the Debtor's premises and non- privileged records. The Court ruled that the Debtor will use the cash collateral up to $10,000,000 for the items set fort in the Budget, a copy of which, along with the interim court order, is available for free at: http://bankrupt.com/misc/GPX_cashcoll_interimorder.pdf The Debtor will use the cash collateral for the payment of the costs and expenses associated with the operation of its businesses and the conduct of this case as set forth in the 13-week budget (as may be modified or updated from time to time upon order of the Court) from October 26, 2009 to January 4, 2010, pending further order of the Court. The Debtor is authorized to use cash collateral only in the amounts and for the purposes set forth in the Budget. The final hearing will be held on November 18, 2009, at 11:00 a.m., prevailing Eastern time. GPX International Tire Corporation is one of the largest independent global providers of specialty "off-the-road" tires for the agricultural, construction, materials handling and transportation industries. GPX is a worldwide company, headquartered in Malden, Massachusetts, with operations in North America, China, Canada, and Germany. A third generation family- owned business, GPX and its predecessor companies have been in business since 1922. GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D. Mass. Case No.: 09-20170). GPX is represented in U.S. Bankruptcy Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM Capital Corp. serves as investment banker to GPX in connection with these transactions and Argus Management Corporation serves as restructuring advisor to GPX. The petition says assets and debts range from $100 million to $500 million. GRAHAM PACKAGING: September 30 Balance Sheet Upside-Down by $869MM ------------------------------------------------------------------ Graham Packaging Holdings Company's consolidated balance sheets at September 30, 2009, showed $2.067 billion in total assets and $2.937 billion in total liabilities, resulting in a $869.6 million partners' deficit. The Company reported net income of $12.8 million on net sales of $588.8 million for the three months ended September 30, 2009, compared with net income of $5.7 million on net sales of $659.1 million in the same period in the prior year. Net sales for the three months ended September 30, 2009, decreased $70.3 million, or 10.7%, from the three months ended September 30, 2008. A large part of the decrease in net sales was due to a decrease in resin costs which are passed through to customers, where the average market price per pound of polyethylene terephthalate in the U.S. decreased from $0.96 to $0.77 and the average market price per pound of high-density polyethylene in the U.S. decreased from $1.01 to $0.69. Gross profit increased $11.6 million, or 11.6%, from $100.3 million for the three months ended September 30, 2008, to $111.9 million for the three months ended September 30, 2009. The increase in gross profit was primarily due to ongoing productivity initiatives, lower depreciation and amortization expense of $5.3 million and an increase in unit volume. Operating income increased $20.2 million, or 39.3%, from $51.4 million for the three months ended September 30, 2008, to $71.6 million for the three months ended September 30, 2009. Nine-Month Results For the nine months ended September 30, 2009, the Company had net income of $66.5 million on net sales of $1.736 billion, compared with net income of $37.8 million on net sales of $2.003 billion in the corresponding period last year. Net sales for the nine months ended September 30, 2009, decreased $267.0 million, or 13.3%, from the nine months ended September 30, 2008. For the nine months ended September 30, 2009, and 2008, 69.7% and 71.7% of the Company's net sales were generated by its top twenty customers. The Company's sales to PepsiCo, the Company's largest customer, were 11.3% and 14.0% of total sales for the nine months ended September 30, 2009 ,and 2008, respectively. All of these sales were made in North America. Gross profit increased $16.0 million, or 5.3%, from $302.3 million for the nine months ended September 30, 2008, to $318.3 million for the nine months ended September 30, 2009. Operating income increased $26.3 million, or 14.3%, from $184.0 million for the nine months ended September 30, 2008, to $210.3 million for the nine months ended September 30, 2009. A full-text copy of the Company's consolidated financial statements for the three and nine months ended September 30, 2009, is available for free at http://researcharchives.com/t/s?4891 Liquidity and Capital Resources In the nine months ended September 30, 2009, the Company generated $308.2 million from operating activities and funded $105.0 million of investing activities and $53.1 million of financing activities. The cash generated from operating activities came primarily from net income and reduction in working capital. The decrease in working capital, excluding cash, came from a reduction in inventory due to lower resin costs and changes in the timing of payments for various raw materials at the end of 2008. Cash paid for property, plant and equipment for the nine months ended September 30, 2009, was $104.5 million. The Company's largest capital spending in the first nine months of 2009 included the installation of two new lines to service the east coast business of a food and beverage customer, the construction of an on-site plant for a large household customer in Missouri and new mold equipment for a beverage customer serving both east and west coast business. The Company expects all of these projects to be on line by the fourth quarter of 2009. Cash used for debt repayment was for regular amortization on the Company's term loans and an excess cash flow payment of $22.8 million as was required by the Company's Credit Agreement based on the Company's cash generated in 2008. Availability under the Company's senior secured revolving credit facilityas of September 30, 2009, was $237.3 million, as reduced by $10.7 million of outstanding letters of credit. As of September 30, 2009, the Company's total indebtedness was $2.442 billion, net of $21.1 million unamortized discount, and the Company's indebtedness net of cash was $2.245 billion. The Company had cash and cash equivalents of $196.8 million at September 30, 2009, an increase of $152.9 million from cash and cash equivalents of $43.9 million at December 31, 2008. Headquartered in York, Pennsylvania, Graham Packaging Holdings Company -- http://www.grahampackaging.com/-- the parent company of Graham Packaging Company, L.P., is a worldwide leader in the design, manufacture and sale of value-added, custom blow molded plastic containers for the branded food and beverage, household, personal care/specialty and automotive lubricants product categories. As of September 30, 2009, the Company operated a network of 84 manufacturing facilities throughout North America, Europe and South America. GREDE FOUNDRIES: Wants Court to Approve Timeframe for Auction ------------------------------------------------------------- BizTimes Daily reports that the Grede Foundries Inc. is asking a federal bankruptcy court to approve a timeline for auction of the company, which has reached a deal for its assets for sale by a unit of Wayzata Investment Partners LLC of Minnesota. Wayzata will serve as a "stalking-horse" or opening bid the auction, the report says. Based in Reedsburg, Wisconsin, Grede Foundries, Inc. -- http://www.grede.com/-- produces ductile iron, grey iron and specialty metal parts. The Company serves the automotive, heavy truck, off-highway, diesel engine and industrial markets and is one of the largest cast-iron foundry companies in the United States. The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D. Wisc. Case No. 09-14337). Daryl L. Diesing, Esq., Jerard J. Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck Dudek S.C., represent the Debtor in its restructuring efforts. The Debtor selected Conway Del Genio Gries & Co. as restructuring advisor; Leverson & Metz S.C. as special counsel; and Kurtzman Carson Consultants LLC as claims agent. The Debtor listed total assets of $143,983,000 and total debts of $148,243,000. HANSEN'S DAIRY: Keeps One Deli Store Open at Allouez ---------------------------------------------------- One Hansen's Dairy & Deli store at 1329 S. Webster Ave., Allouez remains open but stories on East Mason Street and Gray Street were closed, greenbaypressgazette.com reports. Hansen's Dairy & Deli filed for Chapter 11 protection from its creditors in May. HAYES LEMMERZ: Moody's Withdraws 'D' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services said it has withdrawn its ratings on Northville, Michigan-based automotive supplier Hayes Lemmerz International Inc. and related entities. The corporate credit rating and issue ratings were lowered to 'D' (default) on May 12, 2009, after the company and certain of its U.S. and European subsidiaries filed for Chapter 11 bankruptcy protection. On Nov. 3, 2009, the U.S. bankruptcy court in Delaware confirmed the company's plan of reorganization. The company said it expects to emerge from bankruptcy protection no later than December 2009. HAWKER BEECHCRAFT: Bank Debt Trades at 22.37% Off ------------------------------------------------- Participations in a syndicated loan under which Hawker Beechcraft, Inc., is a borrower traded in the secondary market at 77.63 cents- on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 2.88 percentage points from the previous week, The Journal relates. The loan matures on March 26, 2014. The Company pays 200 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, is a leading manufacturer of business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft carries a long-term corporate credit rating of 'CCC+' from Standard & Poor's Ratings Services, and a Caa2 corporate family rating from Moody's Investors Service. HCA INC: Bank Debt Trades at 8% Off in Secondary Market ------------------------------------------------------- Participations in a syndicated loan under which HCA, Inc., is a borrower traded in the secondary market at 92.00 cents-on-the- dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.17 percentage points from the previous week, The Journal relates. The loan matures on Nov. 6, 2013. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Headquartered in Nashville, Tennessee, HCA, Inc. -- http://www.hcahealthcare.com/-- is the nation's leading provider of healthcare services. As of June 30, 2008, HCA operated 169 hospitals and 107 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. As reported by the TCR on Aug. 4, 2009, Moody's Investors Service assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed offering of $750 million of first lien senior secured notes. Moody's also affirmed the existing ratings of HCA, including the 'B2' Corporate Family and Probability of Default Ratings. The outlook for the ratings is stable. HCA INC: Posts $196 Million Third Quarter 2009 Net Income --------------------------------------------------------- HCA Inc. said revenues for the third quarter ended September 30, 2009, totaled $7.533 billion, compared to $7.002 billion in the third quarter of 2008. HCA said the results were driven by strong inpatient, outpatient and emergency department volumes. HCA said net income attributable to HCA Inc. for the third quarter of 2009 totaled $196 million, compared with $86 million in the prior year's third quarter. Adjusted EBITDA in the quarter totaled $1.273 billion, compared to $1.053 billion in the previous year's third quarter. Results for the third quarter of 2009 include impairments of long- lived assets of $3 million. Third quarter 2008 results include a $44 million charge for impairments of long-lived assets and gains on sales of facilities of $50 million. Revenues for the nine months ended September 30, 2009 totaled $22.447 billion compared to $21.109 billion for the same period of 2008. Net income attributable to HCA Inc. was $838 million for the nine months ended September 30, 2009 compared to $397 million in the same period of the prior year. Adjusted EBITDA totaled $4.129 billion for the first nine months of 2009 compared to $3.337 billion for the same period of 2008. Results for the nine months ended September 30, 2009 include losses on sales of facilities of $8 million and impairments of long-lived assets of $16 million compared to gains on sales of facilities of $90 million and impairments of long-lived assets of $53 million in the first nine months of 2008. Cash flows from operating activities increased $900 million, from $1.415 billion for the nine months ended September 30, 2008 to $2.315 billion for the nine months ended September 30, 2009. The increase was due primarily to the $513 million increase in net income and $347 million improvement from changes in operating assets and liabilities and the provision for doubtful accounts. As of September 30, 2009, HCA's balance sheet reflected cash and cash equivalents of $443 million, total debt of $25.914 billion, and total assets of $24.120 billion. As of September 30, 2009, HCA had $32.262 billion in total liabilities and $147 million in equity securities with contingent redemption rights, and $8.298 billion in total deficit. During the third quarter of 2009, capital expenditures totaled $296 million, excluding acquisitions. For the nine months ended September 30, 2009, capital expenditures totaled $915 million, excluding acquisitions. During 2009, HCA issued $3.060 billion aggregate principal amount of first and second lien notes. The net proceeds from the debt issuances were used to repay outstanding indebtedness under the Company's senior secured term loan facilities. As of September 30, 2009, HCA operated 163 hospitals and 105 freestanding surgery centers (including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures). A full-text copy of HCA's earnings release is available at no charge at http://ResearchArchives.com/t/s?48a1 About HCA Inc. Headquartered in Nashville, Tennessee, HCA, Inc. -- http://www.hcahealthcare.com/-- is the nation's leading provider of healthcare services. As of June 30, 2008, HCA operated 169 hospitals and 107 freestanding surgery centers, including eight hospitals and eight freestanding surgery centers operated through equity method joint ventures. As reported by the TCR on Aug. 4, 2009, Moody's Investors Service assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed offering of $750 million of first lien senior secured notes. Moody's also affirmed the existing ratings of HCA, including the 'B2' Corporate Family and Probability of Default Ratings. The outlook for the ratings is stable. HEALTH MANAGEMENT: Bank Debt Trades at 9% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which Health Management Associates is a borrower traded in the secondary market at 91.31 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.43 percentage points from the previous week, The Journal relates. The loan matures on Feb. 28, 2014. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B1 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Headquartered in Naples, Florida, Health Management Associates is an owner and operator of acute-care hospitals in non-urban settings. The company provides inpatient services such as general surgery, and oncology as well as outpatient services such as laboratory, x-ray and physical therapy services. In addition, some facilities also offer specialty services such as cardiology, radiation therapy and MRI scanning. Health Management carries a 'B1' long term corporate and probability of default ratings, with stable outlook, from Moody's, a 'B+' issuer credit ratings, with negative outlook, from Standard & Poor's, and a 'B+' long term issuer default rating, with stable outlook, from Fitch. HERTZ CORP: Bank Debt Trades at 9% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which The Hertz Corporation is a borrower traded in the secondary market at 91.42 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.64 percentage points from the previous week, The Journal relates. The loan matures on Dec. 21, 2012. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's Ba1 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc. (NYSE: HTZ), based in Park Ridge, New Jersey, is the world's largest general use car rental brand, operating from approximately 8,000 locations in 147 countries worldwide. Hertz also operates one of the world's largest equipment rental businesses, Hertz Equipment Rental Corporation, through more than 375 branches in the United States, Canada, France, Spain and China. In July, Fitch Ratings downgraded Hertz Corporation's Issuer Default Rating to 'BB-' from 'BB', and Moody's Investors Service lowered Hertz's Corporate Family Rating and Probability of Default to 'B1' from 'Ba3'. HINSDALE GREYHOUND: State Can't Seize $100,000 Cash Deposit ----------------------------------------------------------- WestLaw reports that pursuant to the provision of the New Hampshire statute giving a debtor-dog racing business a contingent right or interest in the remainder of the bond provided to the state by the debtor to settle its obligations under the statutes governing horse and dog racing businesses, the amounts that remained after the state settled the bond for breakage and taxes, judge and veterinarian fees, and unpaid pari-mutuel tickets became property of the debtor's Chapter 7 estate. In addition, any interest that had accrued also belonged to the bankruptcy estate. In re Hinsdale Greyhound Racing Ass'n, Inc., --- B.R. ----, 2009 WL 3415692 (Bankr. D. N.H.) (Vaughn, J.). The State of New Hampshire moved for relief from automatic stay, seeking to retain funds from an escrow account and use them as a set off against tax and other obligations allegedly owed. In 2006, Hinsdale tendered a $100,000 cash bond to the State to secure dog racing pay-outs. Hinsdale Greyhound Park is a racetrack that opened in 1958 as a seasonal harness track. It has featured only greyhound races since 1985. Hinsdale Greyhound Park filed a Chapter 7 petition (Bankr. D. N.H. Case No. 08-13703) on Dec. 15, 2008, owing money to 200 to 1,000 creditors. Steven M. Notinger, Esq., at Donchess, Notinger & Tamposi, P.C., represents the Chapter 7 Trustee. HOME FEDERAL SAVINGS, DETROIT: Liberty Bank Assumes All Deposits ---------------------------------------------------------------- Home Federal Savings Bank, Detroit, Michigan, was closed November 6 by the Office of Thrift Supervision, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Liberty Bank and Trust Company, New Orleans, Louisiana, to assume all of the deposits of Home Federal Savings Bank. The two branches of Home Federal Savings Bank will reopen during their normal business hours as branches of Liberty Bank and Trust Company. Depositors of Home Federal Savings Bank will automatically become depositors of Liberty Bank and Trust Company. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branches until Liberty Bank and Trust Company can fully integrate the deposit records of Home Federal Savings Bank. As of September 24, 2009, Home Federal Savings Bank had total assets of $14.9 million and total deposits of approximately $12.8 million. Liberty Bank and Trust Company did not pay a premium to assume all of the deposits of Home Federal Savings Bank. In addition to assuming all of the deposits of the failed bank, Liberty Bank and Trust Company agreed to purchase essentially all of the assets. Customers who have questions about the November 6 transaction can call the FDIC toll-free at 1-866-782-1969. Interested parties can also visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/homefsb-mi.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $5.4 million. Liberty Bank and Trust Company's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to alternatives. Home Federal Savings Bank is the 117th FDIC-insured institution to fail in the nation this year, and the third in Michigan. The last FDIC-insured institution closed in the state was Warren Bank, Warren, on October 2, 2009. INDEPENDENT BANK: Deferring Trust Preferred Interest Payments ------------------------------------------------------------- Independent Bank Corporation says it suspended or deferred the payment of dividends or interest payments on its common stock, preferred stock and trust preferred securities effective November 1, 2009. In addition, the company says, it intends to convene a special meeting of shareholders by the end of 2009 to consider amending its articles of incorporation to increase the number of authorized shares of common stock. "These actions are expected to provide us with the flexibility we need to enhance our capital position and work through to the ultimate recovery in the Michigan economy," CEO Michael M. Magee said in a prepared statement. Independent Bank Corporation (Nasdaq: IBCP) is a Michigan-based bank holding company with total assets of approximately $3 billion. Founded as Third National Bank of Ionia in 1864, Independent Bank Corporation now operates over 100 offices across Michigan's Lower Peninsula through one state-chartered bank subsidiary. This subsidiary (Independent Bank) provides a full range of financial services, including commercial banking, mortgage lending, investments and title services. Independent Bank Corporation is committed to providing exceptional personal service and value to its customers, stockholders and the communities it serves. In Jan. 2009, Fitch assigned its low-B ratings to Independent Bank Corporation when the bank holding company accepted funds under the U.S. Treasury Department's Capital Purchase Program. Moody's Investor Service cut the bank's financial strength rating to D with a negative outlook in Feb. 2009, and then withdrew the rating (meaning Moody's no longer monitors the bank) a month later. INTEGRA BANK: Deferring Payments to Trust Preferred Holders ----------------------------------------------------------- Beginning in the fourth quarter of 2009, Integra Bank Corporation (Nasdaq:IBNK) intends to suspend the payment of cash dividends on its outstanding preferred stock and defer the payment of interest on its outstanding junior subordinated notes related to its trust preferred securities. The terms of the junior subordinated notes and the trust documents allow the Company to defer payments of interest for up to five years without default or penalty. During the deferral period, the respective trusts will likewise suspend the declaration and payment of dividends on the trust preferred securities. Also during the deferral period, the Company may not, among other things and with limited exceptions, pay cash dividends on or repurchase its common stock or preferred stock nor make any payment on outstanding debt obligations that rank equally with or junior to the junior subordinated notes. The Company believes that the suspension of cash dividends on its preferred and common stock and the deferral of interest payments on the junior subordinated notes will preserve approximately $1.8 million per quarter (compared with the continuing level of dividend and interest payments), thereby enhancing liquidity and the Company's ability to bolster Integra Bank's capital ratios. The decision to defer payment of dividends and interest is in line with guidance issued by the Federal Reserve in February 2009, as revised in March 2009 (SR-09-4) related to payment of dividends on common and preferred stock, as well as interest on the subordinated notes underlying trust preferred securities. Headquartered in Evansville, Indiana, Integra Bank Corporation -- http://www.integrabank.com/-- is the parent of Integra Bank N.A. As of September 30, 2009, Integra Bank has $3.3 billion in total assets and operates 74 banking centers and 122 ATMs at locations in Indiana, Kentucky, Illinois and Ohio. INTELSAT LTD: ProtoStar Creditors Challenge $210M Sale Deal ----------------------------------------------------------- Law360 reports that ProtoStar Ltd.'s creditors are objecting to the Debtor's proposed $210 million asset sale to Intelsat Subsidiary Holding Co., arguing that ProtoStar passed up a better bid from Eutelsat America Corp. As reported by the TCR on Nov. 2, 2009, Intelsat, Ltd. was selected as the successful bidder in the 29 October public auction for the ProtoStar 1 satellite with a $210 million, all cash offer. Upon conclusion of the transaction, the satellite will be re-named Intelsat 25 and will join Intelsat's global fleet, serving with the company's other assets in the Atlantic Ocean region. The satellite, built by Space Systems Loral, has 22 Ku-band and 38 C-band transponders. Upon its launch in July 2008, the satellite was expected to have a 16-year life span. Intelsat said the transaction is subject to certain regulatory and bankruptcy court approvals, and is expected to close within the next 30 days. About ProtoStar Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite operator formed in 2005 to acquire, modify, launch and operate high-power geostationary communication satellites for direct-to- home satellite television and broadband internet access across the Asia-Pacific region. The Company and its affiliates filed for Chapter 11 on July 29, 2009 (Bankr. D. Del. Lead Case No. 09-12659). The Debtor selected Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of Appleby as their Bermuda counsel; UBS Securities LLC as financial advisor & investment banker and Kurtzman Carson Consultants LLC as claims and noticing agent. In their petition, the Debtors listed between US$100 million and US$500 million each in assets and debts. As of December 31, 2008, ProtoStar's consolidated financial statements, which include non-debtor affiliates, showed total assets of US$463,000,000 against debts of US$528,000,000. The Bankruptcy Court has set October 14, 2010, as the general claims bar date. Proofs of claim by governmental units are due January 25, 2010. Meanwhile the Bankruptcy Court entered an order authorizing the debtors to hire UBS Securities LLC as investment banker and financial advisor. About Intelsat Headquartered in Pembroke, Bermuda, Intelsat, Ltd. -- http://www.intelsat.com/-- is the largest fixed satellite service operator in the world and is owned by Apollo Management, Apax Partners, Madison Dearborn, and Permira. The company has a sales office in Brazil. Intelsat Ltd.'s June 30 balance sheet showed total assets of US$12.05 billion, total debts of US$12.77 billion and stockholders' deficit of US$722.3 million. * * * As reported in the Troubled Company Reporter on February 6, 2009, Moody's Investors Service assigned a B3 rating to Intelsat Ltd.'s new US$400 million note issue (in the name of Intelsat's indirect, wholly-owned subsidiary, Intelsat Subsidiary Holding Company, Ltd.; terms and conditions of the new notes mirror those of an existing senior unsecured 8.875% note issue that matures January 15, 2015). The proceeds will be used to fund a tender offer for a portion of Intelsat Ltd.'s 7.625% notes due 2012 and its 6.5% notes due 2013. IPCS INC: September 30 Balance Sheet Upside-Down by $33 Million --------------------------------------------------------------- At September 30, 2009, iPCS, Inc.'s consolidated balance sheets showed $559.2 million in total assets and $592.2 million in total liabilities, resulting in a $33.0 million shareholders' deficit. On November 3, 2009, iPCS, Inc., reported financial and operational results for its third quarter ended September 30, 2009. The Company reported net income of $2.7 million on total revenue of $141.4 million for the three months ended September 30, 2009, compared with a net loss of $7.5 million on total revenue of $132.1 million in the corresponding period of 2008. Included in general and administrative expenses for the current year third quarter is approximately $3.0 million in Sprint-related litigation expenses. Included in G&A expenses for the prior year quarter is approximately $5.3 million in Sprint-related litigation expenses. For the nine months ended September 30, 2009, the Company reported net income of $15.8 million on total revenue of $417.7 million, compared with a net loss of $9.7 million on total revenue of $387.1 million in the corresponding period of 2008. A full-text copy of the Company's consolidated financial statements for the three and nine months ended September 30, 2009, is available for free at http://researcharchives.com/t/s?4892 Sources and Uses of Cash The Company generated $57.8 million in net cash flows from operating activities for the nine months ended September 30, 2009, compared to $44.1 million for the nine months ended September 30, 2008, an increase of $13.7 million. Excluding changes in working capital, operating activities provided $68.8 million of cash for the nine months ended September 30, 2009, compared to $52.9 million of cash for the nine months ended September 30, 2008., generally reflecting increased earnings from the Company's larger subscriber base and cash received related to the settlement of 2008 disputes with Sprint, offset by a decrease in the Company's roaming margin. Cash flows used for investing activities for the nine months ended September 30, 2009, included $27.9 million for capital expenditures. Included in this total was $24.8 million for new cell site construction and other network-related capital expenditures. During the nine months ended September 30, 2009, the Company purchased 658,863 shares of its common stock at an average price of $13.69 per share for approximately $9.0 million, of which approximately $8.8 million had been settled in cash as of September 30, 2009. As of September 30, 2009, approximately $6.0 million remained available under the Company's stock repurchase program. Subscriber Activity Subscriber activity for the quarter were: -- Gross additions of approximately 68,300 compared to 72,200 for the prior year quarter. -- Net additions of approximately 9,900 compared to 20,400 for the prior year quarter. -- Monthly churn, net of 30 day deactivations, of approximately 2.4%, compared to 2.3% for the prior year quarter. -- Ending subscribers of approximately 720,100 compared to 674,400 for the prior year quarter. Merger Agreement with Sprint Nextel As previously disclosed, on October 18, 2009, the Company, Sprint Nextel Corporation and Ireland Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Sprint Nextel, entered into an Agreement and Plan of Merger. Pursuant to the merger agreement, among other things, on October 28, 2009, the purchaser commenced a tender offer to acquire all of the Company's outstanding shares of common stock, par value $0.01 per share, at a price of $24.00 per share in cash, subject to required withholding taxes and without interest. The merger agreement also provides that following the consummation of the offer, the purchaser will be merged with and into the Company with the Company surviving the merger as a wholly owned subsidiary of the parent. About iPCS, Inc. Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) - http://ipcswirelessinc.com/-- through its operating subsidiaries, is a Sprint PCS Affiliate of Sprint Nextel Corporation with the exclusive right to sell wireless mobility communications network products and services under the Sprint brand in 81 markets including markets in Illinois, Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee. The territory includes key markets such as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA), Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield, Decatur, and Champaign) and the Quad Cities region of Illinois and Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island, IL). As of September 30, 2009, iPCS' licensed territory had a total population of approximately 15.1 million residents, of which its wireless network covered approximately 12.7 million residents, and iPCS had approximately 720,100 subscribers. In October 2009, Standard & Poor's Ratings Services placed iPCS Inc., including its 'B' corporate credit rating, on CreditWatch with positive implications following an agreement to be merged with Sprint Nextel (BB/Negative/--). Moody's Investors Service affirmed iPCS, Inc.'s B3 corporate family and probability of default ratings, B1 rating of the Company's 1st lien notes and the Caa1 rating of 2nd lien notes. JALAL NEISHABOURI: Gas Explosion Prompts Chapter 11 Filing ---------------------------------------------------------- Jalal Neishabouri filed for bankruptcy under Chapter 11 after a natural gas explosion in March, which destroyed half a city block, according to greatfallstribune.com. The report, citing court documents, owes between $10 million and $50 million to up to 50 creditors. Jalal Neishabouri owns Rocky Mountain Rug Gallery, which supplies hand-woven Persian and other oriental rugs in the Northern Rocky Mountains. JAMES NASHMAN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: James A. Nashman dba James Allan Nashman 350 Neptunes Bight Naples, FL 34103 Bankruptcy Case No.: 09-25390 Chapter 11 Petition Date: November 3, 2009 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Steven M. Berman, Esq. Hugo S. deBeaubien Shumaker, Loop & Kendrick, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 Email: sberman@slk-law.com Estimated Assets: _________ Estimated Debts: _________ The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Mr. Nashman. KINGWOOD LLC: Sec. 341 Meeting Set for December 1 ------------------------------------------------- The U.S. Trustee for Region 21 will convene a meeting of Kingwood, LLC's creditors on December 1, 2009, at 10:00 a.m. at Hearing Room 362, Atlanta. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Clayton, Georgia-based Kingwood, LLC, filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. N.D. Ga. Case No. 09-24559). George M. Geeslin, Esq., who has an office in Atlanta, Georgia, assists the Company in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. JOE GIBSON'S: Bankruptcy Court Will Hear Insurance Dispute ---------------------------------------------------------- WestLaw reports that matters presented in an adversary proceeding brought by a Chapter 11 debtor against its insurer, alleging that the insurer failed to honor its obligations under the debtor's umbrella insurance policy when it denied coverage for claims related to "consumer claimants" who had purchased motor vehicles from the debtor, were "core" matters. Although the adversary proceeding began with prepetition facts and contracts that were independent of the bankruptcy, it had since evolved to include essential postpetition events and law unique to the Bankruptcy Code and the adjustment of the debtor-creditor relationships by the plan confirmation process. In re Joe Gibson's Auto World, Inc., --- B.R. ----, 2009 WL 3193155 (Bankr. D. S.C.). Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc., filed separate voluntary petitions under Chapter 11 on July 16, 2008 (Bankr. D. S.C. Case Nos. 08-04215 and 08-04216). G. William McCarthy, Jr., Esq., represents the Debtors. When Joe Gibson's Auto World, Inc., filed for protection from its creditors, it listed assets of between $1,000,0000 and $10,000,000, and debts of between $10,000,0000 and $50,000,000. Local press reports indicated that Mitsubishi hauled its cars away in September 2008, and the Bankruptcy Court approved a sale of the Debtors' Suzuki assets for about $2 million in Oct. 2008. LAMBERT PROPERTIES: Meeting of Creditors Slated for November 24 --------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Southern District of Alabama will convene a meeting of creditors in Lambert Properties, LLC's Chapter 11 case on Nov. 24, 2009, at 2:00 p.m. The meeting will be held at the Meeting Room, 182 St. Francis Street, 3rd Floor, Mobile, Alabama. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Loxley, Alabama-based Lambert Properties, LLC, operates a real estate business. The Company filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case S.D. Ala. No. 09-14987). Barry A. Friedman, Esq. at Barry A. Friedman and Associates P.C., represents the Debtor in its restructuring effort. In its petition, the Debtor listed assets and debts both ranging from $1,000,001 to $10,000,000. LAMBERT PROPERTIES: Regions Bank Wants Chapter 11 Case Dismissed ---------------------------------------------------------------- Regions Bank, a creditor and party-in-interest in the Chapter 11 case of Lambert Properties, LLC, asks the U.S. Bankruptcy Court for the Southern District of Alabama to dismiss the Debtor's bankruptcy case. Regions extended a loan to the Debtor which was secured by mortgages in certain property located in Baldwin County, Alabama. Each of the mortgages contains provisions granting Regions the power of sale to foreclose the Mortgage. Regions Bank relate that: -- the Debtor's bankruptcy was filed in bad faith and must be dismissed; -- it is entitled to relief from the automatic stay since the Debtor has no equity in the property and bankruptcy involves a single asset real estate. Loxley, Alabama-based Lambert Properties, LLC, operates a real estate business. The Company filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case S.D. Ala. No. 09-14987). Barry A. Friedman, Esq., at Barry A. Friedman and Associates P.C., represents the Debtor in its restructuring effort. The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed assets and debts both ranging from $1,000,001 to $10,000,000. LANGUAGE LINE: Moody's Upgrades Corporate Family Rating to 'Ba3' ---------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Language Line to Ba3 from B1. This rating action concludes a rating review for possible upgrade initiated on October 13, 2009. The rating action follows the closing of Language Line's new $575 million secured credit facility. At the same time, Moody's upgraded the Speculative Grade Liquidity rating to SGL-1 from SGL- 2 and affirmed the B1 Probability of Default Rating and the Ba3 rating on the new credit facility. The rating outlook is stable. The upgrade of the CFR reflects (i) an improved debt maturity profile after the refinancing (ii) significant interest savings and improved credit metrics pro forma for the refinancing and the addition of the Coto assets and stock of the UK business to the collateral pool (iii) strong revenue and profit growth in the first half of 2009 and (iv) solid growth prospects over the medium term. On a pro forma basis for the refinancing, credit metrics are solid for the Ba3 rating category. Language Line's ratings benefit from the company's leading market position in the OPI segment, favorable regulatory and demographic trends and a broad customer base. The ratings are constrained by the relatively small size of the issuer's revenue base compared to other similarly rated service companies, the potential for larger competitors to enter the growing OPI market and the potential for more aggressive financial policies by the private equity sponsor to realize a return on its investment. Language Line, LLC, and Coto Acquisition LLC are co-borrowers under the new $575 million credit facility. Language Line, LLC, is a wholly owned subsidiary of Language Line, Inc., which in turn is wholly owned by Language Line Holdings, Inc. Language Line Holdings, LLC (the ultimate parent company of Language Line LLC, Coto Acquisition LLC and a UK-based language translation subsidiary) is a guarantor of the facility. Upon the closing of the refinancing, the CFR, PDR, and SGL rating was transferred from Language Line Holdings, Inc., to Language Line Holdings, LLC. The $575 million facility is comprised of a $525 million senior secured term loan and a $50 million secured revolving credit facility. The net proceeds from the $525 million term loan were used to (i) repay the existing secured term loan of Language Line, Inc., and certain indebtedness of affiliates, (ii) deposit funds with the paying agent in connection with the irrevocable notice of redemption related to the subordinated notes of Language Line, Inc., and the senior discount notes of Language Line Holdings, Inc., and (iii) to pay related fees and expenses. The $50 million revolver was undrawn at closing. Moody's upgraded these ratings (ratings transferred from Language Line Holdings, Inc., to Language Line Holdings, LLC) * Corporate Family Rating, to Ba3 from B1 * Speculative Grade Liquidity Rating, to SGL-1 from SGL-2 Moody's affirmed these ratings: * $50 million senior secured revolver due 2014, Ba3 (LGD 3, 34%) * $525 million senior secured term loan B due 2015, Ba3 (LGD 3, 34%) * Probability of Default Rating, B1 (rating transferred from Language Line Holdings, Inc. to Language Line Holdings, LLC) Moody's withdrew these ratings: * $40 million senior secured revolver due 2010, Ba1 (LGD 2, 18%) * $187 million senior secured term loan due 2011, Ba1 (LGD 2, 18%) * $165 million 11.125% senior subordinated notes due 2012, B2 (LGD 4, 64%) * $109 million 14.125% senior discount notes due 2013, B3 (LGD 6, 90%) The last rating action on Language Line was on October 13, 2009, when Moody's assigned a Ba3 rating to the proposed $575 million credit facility of Language Line, LLC, and its co-borrower and placed the B1 Corporate Family Rating on review for a possible upgrade. Headquartered in Monterey, California, Language Line Holdings, LLC, provides over-the-phone interpretation services from English into more than 170 different languages. The company is controlled by ABRY Partners, LLC, and reported revenues of over $300 million in the twelve month period ending June 30, 2009. LAS VEGAS SANDS: Bank Debt Trades at 20.1% Off in Secondary Market ------------------------------------------------------------------ Participations in a syndicated loan under which Las Vegas Sands Corp. is a borrower traded in the secondary market at 79.90 cents- on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.27 percentage points from the previous week, The Journal relates. The loan matures on May 1, 2014. The Company pays 175 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) -- http://www.lasvegassands.com/-- owns and operates The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo and convention center. The company also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao, China. As reported by the TCR on Aug. 4, 2009, Moody's Investors Service has placed Las Vegas Sands, Corp.'s ratings, including its B3 Corporate Family Rating, on review for possible downgrade. The review for possible downgrade reflects LVSC's weak fiscal 2009 second quarter operating results and Moody's heightened concern regarding the company's ability to maintain an adequate liquidity profile, reduce leverage, and remain in compliance with its financial covenants. LAUREATE EDUCATION: Bank Debt Trades at 11% Off ----------------------------------------------- Participations in a syndicated loan under which Laureate Education, Inc., is a borrower traded in the secondary market at 89.40 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.35 percentage points from the previous week, The Journal relates. The loan matures on Aug. 17, 2014. The Company pays 325 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B1 rating and Standard & Poor's B rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Laureate Education, Inc., is based in Baltimore, Maryland, and operates a leading international network of accredited campus- based and online universities with 26 institutions in 15 countries, offering academic programs to about 311,000 students through 74 campuses and online delivery. Laureate offers a broad range of career-oriented undergraduate and graduate programs through campus-based universities located in Latin America, Europe, and Asia. Through online universities, Laureate offers the growing population of non-traditional, working-adult students the convenience and flexibility of distance learning to pursue undergraduate, master's and doctorate degree programs in major career fields including engineering, education, business, and healthcare. Laureate had revenues of approximately $1.4 billion in fiscal 2007. LEAP WIRELESS: Expands Board with Appointment of 3 New Members -------------------------------------------------------------- Leap Wireless International, Inc., said John H. Chapple, Ronald J. Kramer and William A. Roper, Jr., have been appointed to the company's board of directors, effective November 2, 2009. The addition of these new directors brings the number of Leap board members to eight. Mr. Chapple is president of Hawkeye Investments LLC, a privately owned equity firm investing primarily in telecommunications and real estate ventures, and is the former president, chief executive officer and chairman of Nextel Partners. Mr. Kramer is chief executive officer of Griffon Corporation, a diversified holding company, and was previously president of Wynn Resorts, Ltd. Mr. Roper is president of Roper Capital Company, a privately-owned equity firm and is the former president and chief executive officer of VeriSign, Inc. "We are pleased with the addition of our new directors, all of whom bring a significant breadth of experience and strong operating and strategic perspectives that we believe will benefit the company and its shareholders," said Doug Hutcheson, Leap's president and chief executive officer and a member of Leap's board of directors. Mark Rachesky, the chairman of Leap's board, added, "We look forward to working closely with the new directors as we continue to work to grow Leap's business and build shareholder value." (A) John H. Chapple Mr. Chapple, 56, has served as president of Hawkeye Investments LLC, a privately-owned equity firm investing primarily in telecommunications and real estate ventures, since October 2006. Prior to forming Hawkeye, Mr. Chapple served as president, chief executive officer and chairman of Nextel Partners and its subsidiaries from August 1998 to June 2006, when the company was purchased by Sprint Communications. From 1995 to 1997, Mr. Chapple was the president and chief operating officer of Orca Bay Sports and Entertainment, owner and operator of the Vancouver Canucks as well as the General Motors Place sports arena in Vancouver, B.C. From 1988 to 1995, he served as executive vice president of operations of McCaw Cellular Communications, and subsequently AT&T Wireless Services following the merger of those companies. Mr. Chapple serves as a trustee and chairman of Syracuse University's Board of Trustees and is a member of the boards of directors of Yahoo! Inc. (NASDAQ: YHOO), Cbeyond, Inc. (NASDAQ: CBEY), SeaMobile Enterprises and Telesphere Networks Ltd. Mr. Chapple holds a B.A. in political science from Syracuse University and completed Harvard University's Advanced Management Program. (B) Ronald Kramer Mr. Kramer, 51, has served as chief executive officer of Griffon Corporation (NYSE: GFF) since April 2008, as a member of Griffon's board of directors since 1993 and as vice chairman since November 2003. From 2002 to March 2008, Mr. Kramer served as president and director of Wynn Resorts, Ltd., a developer, owner and operator of hotel and casino resorts. From 1999 to 2001, Mr. Kramer was a managing director at Dresdner Kleinwort Wasserstein, an investment banking firm, and at its predecessor Wasserstein Perella & Co. Mr. Kramer serves as a member of the boards of directors of Monster Worldwide, Inc. (NYSE: MWW), Sapphire Industrials Corporation (AMEX: FYR.UN), Mt. Sinai Children's Center Foundation and the Undergraduate Executive Board of the Wharton School at the University of Pennsylvania. Mr. Kramer holds a B.S. in economics from the Wharton School of the University of Pennsylvania and an M.B.A. from New York University. (C) William A. Roper, Jr. Mr. Roper, 63, has served as president of Roper Capital Company, a privately-owned equity firm, since 2008. Prior to forming Roper Capital, Mr. Roper served as president and chief executive officer of VeriSign, Inc. from May 2007 to June 2008, and as a member of VeriSign's board of directors from November 2003 to June 2008. From April 2000 to May 2007, Mr. Roper served as executive vice president for Science Applications International Corporation, and as senior vice president and chief financial officer of SAIC from 1990 to 2000. Mr. Roper serves as a member of the boards of directors of Armor Designs, Inc. (AIM: ADID), Internet Content Management, Inc., Regents Bank, N.A., SkinMedica, Inc. and the San Diego Regional Economic Development Corporation. Mr. Roper also serves as a member of the National Security Telecommunications Advisory Committee. Mr. Roper holds a B.A. in mathematics from the University of Mississippi and a degree in banking from Southern Methodist University. Mr. Roper completed the Financial Management Program at Stanford University. Indemnification Agreements In connection with the appointment of the new directors, on November 2, 2009, Leap's Board adopted a new form of indemnification agreement to be entered into with each of the Company's officers and directors. The Indemnification Agreement supersedes and replaces the previous indemnification agreement entered into with current directors and officers of the Company. The Indemnification Agreement supplements and clarifies the indemnification provided by the Company's certificate of incorporation and bylaws. The Indemnification Agreement obligates the Company to indemnify the Indemnitee to the fullest extent permitted by applicable law with respect to litigation arising out of the Indemnitee's service to the Company or to any other entity to which he provides services at the Company's request, including litigation by or in the right of the Company, subject to certain exclusions and procedures set forth therein. The Indemnification Agreement also requires the Company to advance expenses incurred in connection with any such litigation, subject to repayment by the Indemnitee if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company. $40,000 Retainer Fee In connection with their appointment to the Board, the new directors will receive the standard annual cash retainer fee of $40,000 (which will be pro-rated for their initial partial year of service). In addition, the new directors will receive an initial grant of $200,000 of restricted shares of the Company's common stock under the Company's 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan and will thereafter be entitled to receive the standard annual award of $100,000 of restricted shares of the Company's common stock beginning at the Company's 2011 Annual Meeting of Stockholders. Under the Company's standard vesting for grants to its directors, the shares underlying the initial grant and any subsequent additional grants will vest in equal installments on each of the first, second and third anniversaries of the date of grant and all unvested shares will vest upon a change in control. The shares underlying the initial grants to Messrs. Chapple, Kramer and Roper will also vest if the director is not nominated for reelection at the 2010 Annual Meeting of Stockholders. In addition, if appointed to a Board committee consisting of independent directors described below, the directors serving on such committee would receive additional compensation of up to $100,000 for their committee service. Messrs. Chapple, Kramer and Roper are expected to be appointed to serve on a Board committee consisting of independent directors that would potentially address matters and transactions, including strategic transactions, that may arise where review and evaluation by independent directors is appropriate. In connection with the appointment of Messrs. Chapple, Kramer and Roper to the Company's Board, the Company adopted a new standard form of Indemnification Agreement for officers and directors. It intends to enter such agreements with each of Messrs. Chapple, Kramer and Roper, and each of the Company's current officers and directors who have entered into the previous form of the indemnification agreement with the Company. About Leap Wireless Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the 'B-' long-term corporate credit rating and 'B+' secured bank loan rating on subsidiary Cricket Communications Inc. LEAP WIRELESS: Posts $65.4 Million Third Quarter 2009 Net Loss -------------------------------------------------------------- Leap Wireless International, Inc., reported financial and operational results for the quarter ended September 30, 2009. Service revenues for the third quarter increased 25% over the prior year quarter to $541.3 million. The Company reported adjusted operating income before depreciation and amortization of $121.5 million for the third quarter, up $24 million over the comparable period of the prior year. For the quarter, adjusted OIBDA for the Company's existing business was $175.0 million, an increase of $28.1 million from the prior year period. This improvement reflects an approximately 263,000 year-over-year increase in end-of-period customers in existing markets and the resulting benefits of scale. The Company's operating income for the quarter was $1.4 million, compared to $2.4 million for the third quarter of 2008. Net loss for the third quarter was $65.4 million, or $0.85 per share, compared to a net loss of $47.3 million, or $0.72 per share, for the comparable period of the prior year. Capital expenditures during the third quarter of 2009 were $151.6 million, including capitalized interest. The Company reported approximately 116,000 net customer additions. Third quarter net customer additions included approximately 102,000 net voice additions in the Company's expansion markets (those markets that launched service after December 31, 2007); a net loss of approximately 83,000 voice customers in the Company's existing markets (those markets in operation on December 31, 2007); and approximately 97,000 net broadband additions. Churn for the quarter was 5.4%. As of September 30, 2009, Leap had $5.36 billion in total assets, including $222.9 million in cash and cash equivalents, against total liabilities of $3.55 billion and redeemable noncontrolling interests of $75.7 million, resulting in $1.74 billion in stockholders' equity. "The Company delivered solid financial performance in what is seasonally our most challenging quarter, as reflected in our 25% year-over-year growth in adjusted OIBDA and 35% year-over-year increase in total customers," said Doug Hutcheson, Leap's president and chief executive officer. "We also delivered these results in the midst of an increasingly competitive landscape in the pre-paid wireless space as well as a turbulent economic environment, which included rising unemployment and reduced discretionary income in our key demographic segments. The competitive and economic environment contributed to the year-over- year increase in churn in our existing markets which affected net customer additions." Continued Mr. Hutcheson, "During the third quarter, we introduced a number of new initiatives designed to strengthen our position in this dynamic and challenging operating environment. We launched enhanced service plans, new features and additional coverage that increased the value Cricket brings to our customers. In addition, we significantly broadened our distribution channels with the launch of our new, all-inclusive Cricket PAYGo(TM) monthly voice product in 3,500 locations of four of the country's largest mass- market retailers and announced the launch of Cricket Broadband in nearly 850 stores of the nation's largest mass retailer under an exclusive distribution arrangement. Based on the initial positive trends we are experiencing, we believe that these actions have strengthened our competitive position as we move into what we expect will remain a volatile climate during our traditional stronger selling season in the fourth and first quarters." "Despite the challenges of the increasingly competitive operating environment and sustained economic pressure on our key customer segments, the strength of our business was again evident in the third quarter as we realized the benefits of increasing scale and effective cost management activities," said Walter Berger, Leap's executive vice president and chief financial officer. "We believe that both of these factors are evident in the 25% year-over-year improvement in adjusted OIBDA and the 42% adjusted OIBDA margins delivered by our existing business during the quarter. In the coming quarters, we expect to see significant reductions in the operating and capital investments we are making to support the launch and development of our new initiatives. We believe that these reductions, together with the operating efficiencies we expect to realize from growing scale and ongoing productivity initiatives, will substantially improve the cash flow profile of the business, moving the business to a levered-free-cash-flow position early next year and further strengthening our balance sheet." "We are updating our business outlook for the fourth quarter of 2009 to reflect our current expectations for customer growth in the emerging economic and competitive environment," continued Mr. Berger. "In the coming quarters, we plan to provide our outlook regarding our projected financial and operational performance for future periods, which will reflect the impacts of recently launched programs and initiatives, including our enhanced service plans and broadened distribution of our Cricket PAYGo and Cricket Broadband products. We believe that our strong balance sheet, growing cash flows and disciplined focus on cost-management strongly position us to compete and succeed in the current competitive environment." Updated Business Outlook * Net customer additions for fiscal year 2009 are expected to be between approximately 1.05 and 1.3 million, including voice and broadband additions in the Company's existing and expansion markets. The Company previously estimated that net customer additions for fiscal year 2009 would be approximately 1.5 million. * Adjusted OIBDA for fiscal year 2009 is expected to be approximately $500 million. * Capital expenditures for fiscal year 2009, excluding capitalized interest costs, are expected to be between $650 million and $700 million. The Company's projection reflects the amount of capital already spent or committed to launch and complete the build-out of the Company's recently launched markets, capital expenditures required to support the ongoing growth and development of the Company's existing network in light of projected 2009 customer growth and other planned capital projects. A full-text copy of Leap's earnings release is available at no charge at http://ResearchArchives.com/t/s?48a4 About Leap Wireless Headquartered in San Diego, California, Leap Wireless International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/ -- and its joint ventures provide wireless services in 34 states and the District of Columbia and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, high- speed data and mobile Web services. * * * According to the Troubled Company Reporter on April 29, 2009, Standard & Poor's Ratings Services revised its outlook on Leap Wireless International Inc. to positive from stable. At the same time, S&P affirmed its ratings on the San Diego-based wireless carrier, including the 'B-' long-term corporate credit rating and 'B+' secured bank loan rating on subsidiary Cricket Communications Inc. LEAR CORP: Ch. 11 Presses Toward Nearly Carefree Finish ------------------------------------------------------- Law360 reports that a New York City judge approved Lear Corp.'s plan of reorganization on Thursday in a bankruptcy hearing devoid of objections save an eleventh-hour letter from one wiped-out shareholder who did not show up to press the fight. Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEAR CORP: Court's Confirmation Order on Amended Plan ----------------------------------------------------- Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York confirmed Lear Corporation and its debtor affiliates' First Amended Joint Plan of Reorganization on November 5, 2009. The Court held that the Debtors have proposed the Plan in good faith and not by any means forbidden by law. According to Judge Gropper, the Debtors' good faith is evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement and the hearing, and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 cases. "Today's confirmation is an important milestone for Lear," said Bob Rossiter, Lear's Chairman, Chief Executive Officer and President in a statement. "Thanks to the diligent work of our employees and the tremendous support we have received from our customers, suppliers, secured lenders, bondholders and others, we have moved through the restructuring process expeditiously." "Upon emergence, we will have substantially lower debt, a strong and flexible balance sheet and in excess of one billion dollars in cash," Mr. Rossiter added. "This capital restructuring, combined with the significant operational restructuring we have completed since mid-2005, positions our Company for profitable growth and long-term success." Judge Gropper held that the Plan complies with the statutory requirements under Sections 1129(a) and (b) of the Bankruptcy Code necessary to confirm their Chapter 11 Joint Plan of Reorganization: A. Section 1129(a)(1) requires that the Plan comply with all applicable provisions of the Bankruptcy Code, which includes compliance with Sections 1122 and 1123, governing classification and contents of the Plan. Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code, the Plan provides for the separate classification of Claims and Interests into 13 Classes, based on differences in the legal nature or priority of the Claims and Interests. The creation of the Classes does not unfairly discriminate between or among Holders of Claims or Interests. The Plan specifies that Claims in Classes 1A, 2A, 4A, 1B, 2B and 3B and Holders of Interests in Classes 8A-2 and 4B are Unimpaired under the Plan. Additionally, the Plan specifies that Administrative Claims and Priority Tax Claims are Unimpaired, although these Claims are not classified under the Plan. Accordingly, the requirements of section 1123(a)(2) of the Bankruptcy Code have been satisfied. The Plan specifies the treatment of each Impaired Class under the Plan, including Classes 3A, 5A, 6A and 7A and Holders of Equity Interests in Class 8A-1. Accordingly, the requirements of section 1123(a)(3) of the Bankruptcy Code have been satisfied. Pursuant to section 1123(a)(4) of the Bankruptcy Code, the Plan uniformly provides for the same treatment of each Claim or Interest in a particular Class, as the case may be, unless the Holder of a particular Claim or Interest has agreed to a less favorable treatment with respect to the Claim or Interest. Accordingly, the requirements of section 1123(a)(4) of the Bankruptcy Code have been satisfied. Pursuant to section 1123(a)(5) of the Bankruptcy Code, the Plan specifically provide, in detail, adequate and proper means for the Plan's implementation. Moreover, as set forth in the Confirmation Papers, the Reorganized Debtors will have, immediately upon the Effective Date, sufficient Cash to make all payments required to be made on or around the Effective Date pursuant to the terms of the Plan. Accordingly, the requirements of section 1123(a)(5) of the Bankruptcy Code have been satisfied. The Amended and Restated Certificate of Incorporation of Reorganized Lear Corporation, prohibits the issuance of non- voting equity securities to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code, thereby satisfying section 1123(a)(6). The identity and affiliations of the members of the New Board of Reorganized Lear Corporation are listed in the Plan Supplement or have been identified at the Confirmation Hearing. The senior management of the Reorganized Debtors will be the same senior management that existed for the Debtors as of the Effective Date. The selection of the New Board and the officers of Reorganized Lear Corporation was, is and will be consistent with the interests of Holders of Claims and Interests and public policy. Accordingly, the requirements of section 1123(a)(7) of the Bankruptcy Code have been satisfied. The Plan contains various provisions that may be construed as discretionary, but are not required for Confirmation under the Bankruptcy Code. The discretionary provisions comply with section 1123(b) of the Bankruptcy Code and are not inconsistent with the applicable provisions of the Bankruptcy Code. Thus, section 1123(b) of the Bankruptcy Code is satisfied. Pursuant to sections 1123(b)(1) and 1123(b)(2) of the Bankruptcy Code, the Plan provides that the Plan impairs or leaves unimpaired, as the case may be, each Class of Claims and Interests, and the Plan provides for the assumption or rejection of the Debtors' Executory Contracts and Unexpired Leases not previously assumed or rejected pursuant to section 365 of the Bankruptcy Code and appropriate authorizing orders of the Court. In satisfaction of Section 1123(b)(3) of the Bankruptcy Code: * the provisions of the Plan constitute a good faith compromise of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a Holder of a Claim or Interest may have with respect to any Allowed Claim or Interest, or any distribution to be made on account of the Allowed Claim or Interest. The compromise or settlement is in the best interests of the Debtors, their Estates and Holders of Claims and Interests and is fair, equitable and reasonable. * The Debtor Release described in the Plan is an integral part of the Plan and represents a valid exercise of the Debtors' business judgment. * The exculpation provisions set forth in the Plan are essential to the Plan. The record in the Chapter 11 Cases fully supports the exculpation, and the exculpation provisions set forth in the Plan are appropriately tailored to protect the Exculpated Parties from inappropriate litigation. * The injunction provisions set forth in the Plan are essential to the Plan and are necessary to preserve and enforce the Debtor Releases, the Third Party Releases and the exculpation provisions in the Plan, and are narrowly tailored to achieve that purpose. * The Third Party Release and the injunction and exculpation provisions set forth in the Plan: (a) are within the jurisdiction of the Court under 28 U.S.C. Sections 1334(a), 1334(b), and 1334(d); (b) are an essential means of implementing the Plan pursuant to section 1123(a)(6) of the Bankruptcy Code; (c) are an integral element of the Transactions incorporated into the Plan; (d) confer material benefits on, and are in the best interests of, the Debtors, the Estates and their creditors; (e) are important to the overall objectives of the Plan to finally resolve all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors; and (f) are consistent with sections 105, 1123 and 1129 of the Bankruptcy Code, other provisions of the Bankruptcy Code and other applicable law. * The Plan appropriately provides for the preservation by the Debtors of the Causes of Action in accordance with section 1123(b)(3)(B) of the Bankruptcy Code; provided, however, that, notwithstanding anything to the contrary in the Plan, the Confirmation Order or otherwise, upon the Effective Date, the Debtors specifically waive the right to bring any Avoidance Actions. The provisions regarding Causes of Action in the Plan are appropriate and are in the best interests of the Debtors, the Estates and Holders of Claims and Interests. B. The Debtors, as proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code as required by Section 1129(a)(2) of the Bankruptcy Code, including Sections 1122, 1123, 1124, 1125, 1126 and 1128 of the Bankruptcy Code and Bankruptcy Rules 3017, 3018 and 3019. The Debtors and their members, officers, directors, employees, advisors, attorneys and agents have: * solicited and tabulated votes to accept or reject the Plan after the Disclosure Statement was approved. * participated in the activities described in section 1125 of the Bankruptcy Code fairly, in good faith. * participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code with regard to the offering, issuance and distribution of recoveries under the Plan. C. The Debtors have proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Cases, the Plan itself and the process leading to its formulation. The Debtors' good faith is evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement and the hearing thereon, and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases, the Court held. The Plan is the product of arm's-length negotiations between, among others, the Debtors, the Official Committee of Unsecured Creditors, the Prepetition Administrative Agent and the other Prepetition Credit Agreement Lenders party to the Lender Plan Support Agreement, the Noteholder Steering Committee and the other Holders of Unsecured Note Claims party to the Noteholder Plan Support Agreement. The Plan itself and the process leading to its formulation provide independent evidence of the Debtors' good faith, serve the public interest and assure Fair treatment of Holders of Claims and Interests. Consistent with the overriding purpose of Chapter 11, the Chapter 11 Cases were filed, and the Plan was proposed, with the legitimate purpose of allowing the Debtors to reorganize and emerge from Chapter 11 with a capital structure that will allow them to satisfy their obligations with sufficient liquidity and capital resources. Accordingly, the requirements of section 1129(a)(3) of the Bankruptcy Code are satisfied. D. The procedures set forth in the Plan for the Court's review and ultimate determination of the fees and expenses to be paid by the Debtors in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, satisfy the objectives of and are in compliance with Section 1129(a)(4) of the Bankruptcy Code. Accordingly, the requirements of Section 1129(a)(4) of the Bankruptcy Code are satisfied, and the condition to effectiveness of the Debtors' Key Management Incentive Plan and Management Equity Plan is satisfied. E. The Plan complies with the requirements of Section 1129(a)(5) of the Bankruptcy Code because, in the Disclosure Statement, the Plan and the Plan Supplement, the Debtors have disclosed (a) the identity, affiliations and committee designations of each proposed director, the identity of the senior management of the Reorganized Debtors and the manner in which additional officers and directors of Reorganized Debtors will be chosen after Confirmation and (b) the identity of and nature of any compensation for any insider who will be employed or retained by the Reorganized Debtors. F. The Plan does not contain any rate changes subject to the jurisdiction of any governmental regulatory commission and therefore will not require governmental regulatory approval. Therefore, Section 1129(a)(6) of the Bankruptcy Code is inapplicable to the Chapter 11 Cases. G. The liquidation analysis and the other evidence in support of the Plan that was proffered or adduced at or prior to, or in declarations in connection with, the Confirmation Hearing: (a) are reasonable, persuasive, credible and accurate as of the dates the analysis or evidence was prepared, presented or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not been controverted by other evidence; and (d) establish that, as of the Effective Date, under the Plan, Holders of Allowed Claims or Interests in every Class will recover property on account of those Claims or Interests equal to or greater than the amount those Holders would receive if the Debtors were liquidated on the Effective Date under chapter 7 of the Bankruptcy Code. H. Claims in Classes 1A, 2A, 4A, 1B, 2B and 3B and Interests in Classes 8A-2 and 4B are Unimpaired Claims or Interests that are conclusively presumed to have accepted the Plan under Section 1126(f) of the Bankruptcy Code. Because the Plan has not been accepted by the Deemed Rejecting Classes, the Debtors seek Confirmation under Section 1129(b), rather than Section 1129(a)(8), of the Bankruptcy Code. Thus, although Section 1129(a)(8) of the Bankruptcy Code has not been satisfied with respect to the Deemed Rejecting Classes, the Plan is confirmable because the Plan does not discriminate unfairly with respect to the Deemed Rejecting Classes, is fair and equitable with respect to the Deemed Rejecting Classes and, thus, satisfies Section 1129(b) of the Bankruptcy Code with respect to those Classes. As a result, the requirements of section 1129(b) of the Bankruptcy Code are satisfied. I. The treatment of Allowed Administrative Claims, DIP Facility Claims and Allowed Priority Tax Claims satisfies the requirements of, and complies in all respects with, Section 1129(a)(9) of the Bankruptcy Code. Accordingly, the requirements of section 1129(a)(9) of the Bankruptcy Code are satisfied. J. All of the Voting Classes voted to accept the Plan. Specifically, the requisite majorities of Holders of Claims in Classes 3A, 5A and 6A voted to accept the Plan. Thus, there is at least one Class of Claims that is Impaired under the Plan and has accepted the Plan, determined without including any acceptance of the Plan by any insider. Accordingly, the requirements of section 1129(a)(10) of the Bankruptcy Code have been satisfied. K. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. The evidence supporting the Plan proffered or adduced by the Debtors at, prior to or in declarations filed in connection with the Confirmation Hearing: (a) is reasonable, persuasive, credible and accurate as of the dates the analysis or evidence was prepared, presented or proffered; (b) utilizes reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; (d) establishes that the Plan is feasible and Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of the Reorganized Debtors or any successor to the Reorganized Debtors under the Plan; and (e) establishes that the Reorganized Debtors will have sufficient funds available to meet their obligations under the Plan. L. The Plan provides that all fees payable pursuant to Section 1930 of the United States Judicial Code, as determined by the Court at a hearing pursuant to Section 1128 of the Bankruptcy Code, will be paid for each quarter until the earliest of the Chapter 11 Cases' being converted, dismissed or closed. Accordingly, the requirements of Section 1129(a) (12) of the Bankruptcy Code have been satisfied. M. Section 1129(a)(13) of the Bankruptcy Code requires a plan to provide for "retiree benefits" at levels established pursuant to Section 1114 of the Bankruptcy Code. The Plan provides that, on and after the Effective Date, the Reorganized Debtors' obligations, if any, to pay all retiree benefits will continue. Accordingly, the requirements of Section 1129(a)(13) of the Bankruptcy Code have been satisfied. N. In the ordinary course of their businesses, the Debtors did not have obligations with respect to domestic support. Accordingly, Section ll29(a)(14) is inapplicable in the Debtors' Chapter 1l Cases. O. None of the Debtors is an "individual," and accordingly, Section 1129(a)(15) is inapplicable to the Plan. P. The Debtors are each a moneyed, business, or commercial corporation, and thus, Section 1129(a)(16) is inapplicable in the Chapter 11 cases. Lear expects the Plan of Reorganization to become effective on November 9, 2009. However, Lear Corp. Senior Vice President and Chief Financial Officer Matthew J. Simoncini says that the consummation of the Plan is subject to certain conditions that the Debtors must satisfy prior to the Effective Date, including: (a) contemporaneous effectiveness of an alternative exit financing facility that repays the DIP Facility in cash in full on the Effective Date; and (b) there will have been no modification or stay of the Confirmation or entry of other court order prohibiting the consummation of the transactions contemplated by the Plan. In addition, the Debtors must perform various other administrative actions in conjunction with emergence from Chapter 11. "There can be no assurance that the Debtors will satisfy these conditions, complete such required actions and emerge from Chapter 11 within the Debtors' anticipated timeframe or at all," Mr. Simoncini disclosed with the Securities and Exchange Commission. Objections Resolved Lear's Plan faced no substantial objections, according to Judge Gropper. While the plan was "not sweet for stockholders" in the old company, whose shares were canceled, it included adequate information about how Lear would reorganize, the judge said, reports Bloomberg News. Judge Gropper added that he received a letter last night from a shareholder seeking to object to the plan. However, the judge said provisions wiping out the old stock and paying management bonuses were disclosed from the start of the case, notes the report. "I understand the concern of the small shareholders," Judge Gropper said. "But we are certainly not going to delay confirmation. It's extremely important that the company will move forward." All objections, reservations of rights, statements or joinders to Confirmation have been withdrawn, waived, settled or otherwise resolved prior to entry of the Confirmation Order or otherwise resolved as stated on the record of the Confirmation Hearing. Hudson Plaintiffs The Confirmation Order provides that with respect to the plaintiffs in that certain action styled Hudson v. Renosol Seating, LLC, No. 08-900180 (Al. Cir. Ct., Dallas County), any Claims of the Hudson Plaintiffs on account of the Hudson Litigation will survive confirmation, and the Hudson Plaintiffs will be entitled to liquidate the Claims to final judgment in the Hudson Litigation and will further be entitled to recover any amounts against any applicable available insurance for these Claims. No distributions under the Plan will be made on account of a Claim based on the Hudson Litigation that is payable pursuant to any applicable insurance policies until the Hudson Plaintiffs have policies. Except as otherwise provided in the Plan, distributions to the Hudson Plaintiffs will be in accordance with the provisions of any applicable insurance policy. Nothing contained in the Plan will constitute or be deemed a waiver of any cause of action related to the Hudson Litigation that the Debtors, the Reorganized Debtors or any entity may hold against any other entity, including insurers under any policies of insurance, nor will anything contained in the Plan constitute or be deemed a waiver by the insurers of any defenses, including coverage defenses, with respect to the Hudson Litigation. Insurance Programs Notwithstanding anything to the contrary in the Disclosure Statement, Plan, any exhibit to the Plan, any other Plan document or the Confirmation Order, (a) the Debtors and the Reorganized Debtors: (i) will assume the ACE Insurance Program and any insurance policies or programs maintained with Zurich American Insurance Company and its affiliates on the Effective Date; and (ii) will cure the ACE-Related Cure in accordance with the Plan and will pay any cure amount related to or payable under the Zurich Insurance Program; provided, however, that Reorganized Debtors will remain liable for any Claim under the Insurance Programs that becomes liquidated or is due and owing after the time of assumption -- regardless of when the underlying cause of action or claim arose -- and will pay the Claim in the ordinary course of business; (b) as of the Effective Date, the Reorganized Debtors are bound by the terms of the Insurance Programs and will be liable for all of the Debtors' obligations and liabilities, whether now existing or hereafter arising, under the Insurance Programs including, without limitation, the ACE-Related Cure and the Zurich-Related Cure and the duty to continue to provide collateral and security as required by the Insurance Programs; (c) except as otherwise provided regarding the ACE-Related Cure and the Zurich-Related Cure, the Claims of ACE Companies and of Zurich pursuant to the Insurance Programs arising after the Petition Date will be Administrative Claims that (i) are Allowed; provided, however, that nothing limits the ability of any applicable Debtor or Reorganized Debtor to contest any Administrative Claim on any basis provided for under the Insurance Programs, applicable law or any other valid grounds and (ii) the ACE Companies' and Zurich's Administrative Claims that are not contested will be due and payable in the ordinary course of business by the Debtors -- or after the Effective Date, by the Reorganized Debtors -- pursuant to the Insurance Programs, and the ACE Companies and Zurich will not be required to file or serve a request for payment of the Administrative Claims and will not be subject to any bar date or similar deadline; and (d) nothing in the Plan, the Confirmation Order, any exhibit to the Plan or any other Plan document, (i) will in any way operate to, or have the effect of, impairing ACE Companies' or Zurich's legal, equitable or contractual rights and defenses with respect to the Insurance Programs, in any respect, including without limitation, the ACE Companies' or Zurich's rights of recoupment, set- off, rescission, contribution and subrogation and the rights of ACE Companies or Zurich to contest or litigate with any party -- including, without limitation, the Debtors and Reorganized Debtors -- the existence, primacy or scope of available coverage under any alleged applicable policy; (ii) alters the rights and obligations of the ACE Companies, Zurich or the Debtors under the Insurance Programs and applicable non-bankruptcy law; or (iii) discharges, releases or relieves the Debtors from any obligations or liabilities due and owing to the ACE Companies or Zurich under the Insurance Programs; provided that, notwithstanding anything to the contrary, to the extent the Debtors' obligations to any third party are released, relieved or discharged under the Plan or otherwise, the Debtors will not maintain any liability on account of the obligations to any party other than to the ACE Companies or Zurich with respect to the Debtors' obligations under the Insurance Programs. International Automotive Components The assumption or rejection of the agreements between the Debtors and IACNA Investor, LLC, International Automotive Components Group North America, LLC and International Automotive Components Group North America, Inc. is reserved for a later hearing, if necessary. The rejection of the Debtors' agreements or other contracts with Reyes Holdings, LLP and Reyes Automotive Group, LLC is approved in all respects. IAC and the Debtors and the Reorganized Debtors reserve all of their rights, claims, objections, defenses or otherwise with respect to rejection and assumption of any agreements. Furthermore, following entry of the Confirmation Order, the Debtors or Reorganized Debtors are authorized to resolve and settle with IAC relative to all or any of the agreements between IAC and the Debtors, without further order of the Court. Oakland County The Reorganized Debtors will pay, on or before February 14, 2010, the Winter 2009 ad valorem property taxes owed to the Oakland County Treasurer on behalf of Rochester Hills, Michigan, Troy, Michigan, Southfield, Michigan, and other similarly situated municipalities in Oakland County, Michigan, that are due on or before February 14, 2010. The payment is in full and final satisfaction, settlement, release and discharge of any and all liens, security interests, encumbrances, interests and claims held by the Oakland County Treasurer or any of the Oakland County Taxing Authorities on account of the Winter 2009 Property Taxes. The Oakland County Treasurer will be entitled to retain any lien held against assets or real property owned by the Reorganized Debtors in Oakland County, if any, until the Reorganized Debtors have paid the Winter 2009 Property Taxes. Upon payment of the Winter 2009 Property Taxes, any liens or other interests held on account of the Winter 2009 Property Taxes will be immediately released and discharged without need for any further action by the Debtors, Reorganized Debtors or otherwise. The Reorganized Debtors further agree to satisfy in full, when due, all amounts owing to any municipalities in Oakland County, Michigan, arising from water services provided to the Debtors or Reorganized Debtors as stated in invoices provided to the Debtors or Reorganized Debtors, subject to the right of the Debtors or Reorganized Debtors to dispute any invoices. Claims, if any, held by municipalities in Oakland County for unpaid invoices arising from prepetition water services will be treated as Class 4A Claims under the Plan, subject to the right of the Debtors or Reorganized Debtors to dispute any claims on any basis. NYSE Listing Lear has filed an application with the New York Stock Exchange to list its new common stock under the ticker symbol "LEA," according to a company statement. Subject to the approval of Lear's application, Lear expects that its new common stock will begin trading on the NYSE on a "when issued" basis (LEA WI) on or about the effective date of the Plan of Reorganization and commence "regular way" trading as soon as possible thereafter. A full-text copy of Lear's Plan Confirmation Order is available for free at http://bankrupt.com/misc/Lear_ConfirmationOrd.pdf The Chapter 11 Plan Lear Corporation and its debtor-affiliates delivered their Joint Plan of Reorganization to the U.S. Bankruptcy Court for the Southern District of New York on August 14, 2009, which was subsequently amended. Under the plan, lenders will convert $1.6 billion in prepetition secured claims into new term loans and preferred and common equity in the Reorganized Debtors. Holders of general unsecured claims - - including lenders' deficiency claim in the amount of $737 million and the unsecured Notes Claims in the amount of $1.3 billion -- will be converted, in part, into common equity in the Reorganized Debtors and warrants to acquire common equity in the Reorganized Debtors. The Creditors Committee supports the Plan, saying it benefits the holders of general unsecured claims. Among other things, the Plan proposes to (i) pay trade claims in full, (ii) provide a meaningful recovery for other unsecured creditors (especially compared to the treatment in many other automotive chapter 11 cases), and (iii) assume and honor pension obligations, domestic collective bargaining agreements, and retiree benefits without modification. Copies of the Debtors' 1st Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/Lear_1stAmPlan.pdf http://bankrupt.com/misc/Lear_1stAmDisclosure.pdf About Lear Corp Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEAR CORP: Creditor Liquidity Buys Claims ----------------------------------------- In separate Court filings, creditors of Lear Corp. notified the Court that they intend to transfer each of their claims against the Debtors to Creditor Liquidity, L.P.: Transferor Claim Amount ---------- ------------ Gem Air Controls Company $1,321 Preferred Plastics Inc. 1,659 EMC Global Technologies 1,469 ELM Creek Lawn & Landscape 1,110 About Lear Corp Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEAR CORP: Gets Nod for Citicorp to Arrange Exit Facility --------------------------------------------------------- The Bankruptcy Court has authorized Lear Corp. to enter into and perform under an Exit Facility Engagement with Citigroup Global Markets Inc. A copy of the Citigroup Engagement Letter is available for free at: http://bankrupt.com/misc/Lear_CitigroupEngagement.pdf Lear Corporation and its debtor affiliates sought approval from Bankruptcy Judge Allan L. Gropper to enter into and perform under engagement letters with arrangers JPMorgan Chase Bank, N.A., and J.P.Morgan Securities, Inc., UBS Securities LLC and UBS Loan Finance LLC and Citi Global Markets, Inc., and fee letters in connection with an exit financing facility. The funds to be provided by the Exit Facility will enable the Debtors to satisfy their obligations under their plan of reorganization, including repayment of the loans outstanding under the DIP Credit Facility. "The Debtors are authorized, but not directed, to enter into and perform their obligations under the Engagement Documents and related documents, pursuant to section 363 of the Bankruptcy Code, to pay fees and reimburse expenses in connection with the Engagement Documents and the Exit Facility and to indemnify the Arrangers," Judge Gropper ruled. In a separate Court filing, the Debtors disclosed that the aggregate amount of arrangement and upfront fees to be paid by them in connection with the arrangement and closing of the Exit Facility is $12 million. Prior to the Court's entry of its order, Shari L. Burgess, vice president and treasurer of Lear Corporation, said in a declaration filed in Court that the Debtors' anticipated entry into and performance under the Engagement Documents, as well as the payment of fees and reimbursement of expenses in connection with the Engagement Documents and the furnishing of indemnities represent a sound business judgment and are for a valid business purpose. He further said that the Engagement Documents are fair and reasonable and are the result of substantial arm's-length negotiations with the Arrangers. About Lear Corp Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEAR CORP: Kirkland Charges $2.22 Mil. for July-Sept. Work ---------------------------------------------------------- Pursuant to Sections 330 and 331 of the Bankruptcy Code, various professionals of Lear Corp. and its Official Committee of Unsecured Creditors seek payment of fees and reimbursement of expenses: A. Debtors' Professionals Professional Period Fees Expenses ------------ ------ ---- -------- PricewaterhouseCoopers LLP 07/07/09- 08/31/09 $153,565 $122,852 PricewaterhouseCoopers LLP 09/01/09- 09/30/09 34,951 27,961 Kirkland & Ellis LLP 07/07/09- 09/30/09 2,221,068 152,845 PwC serves as the Debtors' tax advisors. Kirkland & Ellis acts as the Debtors' attorneys. B. Professionals of the Official Committee of Unsecured Creditors Professional Period Fees Expenses ------------ ------ ---- -------- Committee Members 10/07/09- 10/15/09 $- $1,604 Committee Members 10/16/09 11/02/09 - 881 Mesirow Financial 07/17/09- Consulting, LLC 07/31/09 174,725 105 Mesirow Financial acts the Committee's financial advisor. About Lear Corp Lear Corporation -- http://www.lear.com/-- is one of the world's leading suppliers of automotive seating systems, electrical distribution systems and electronic products. The Company's products are designed, engineered and manufactured by a diverse team of 80,000 employees at 210 facilities in 36 countries. Lear's headquarters are in Southfield, Michigan, and Lear is traded on the New York Stock Exchange under the symbol [LEA]. Outside the United States, Lear has subsidiaries in Germany, Luxembourg, Sweden, Singapore, China, India and Mexico, among others. Lear Corporation and its affiliates filed for Chapter 11 on July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326). Affiliates part of the Chapter 11 filing include Lear South Africa Limited, Lear Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear Mexican Holdings Corporation, and Lear South American Holdings Corporation. Attorneys at Kirkland & Ellis LLP, serve as the Debtors' bankruptcy counsel. McCarthy Tetrault LLP has been engaged as CCAA counsel. Bodman LLP has been hired as special Michigan counsel. Winston & Strawn LLP and Brooks Kushman P.C. have also been tapped as special counsel. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young LLP is the Debtors' auditors and tax advisors. Kurtzman Carson Consultants LLC is the Debtors' claims and notice agent. Simpson Thacher & Bartlett LLP represents JP Morgan, as admin. agent for senior secured lenders and DIP lenders. As of May 30, 2009, Lear has assets of $1,270,800,000 against debts of $4,536,000,000. Bankruptcy Creditors' Service, Inc., publishes Lear Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Lear Corp. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Banesco Wants Information on 2006 Note ------------------------------------------------------- Banesco Banco Universal seeks a court ruling requiring Lehman Brothers Holdings Inc. to provide the identification number of a 2006 note it issued to the company. Banesco wants to get either the International Securities Identification Number or the Uniform Securities Identification Procedures number of the Three-Year Venezuelan Bolivar Fuerte Linked Note so that it could properly file its claim. LBHI issued the note in the sum of $15.5 million in August 2006. "Banesco needs this information because without it, it cannot determine with certainty whether the note is in the [Lehman Programs Securities] list," says the company's attorney, David LeMay, Esq., at Chadbourne & Parke LLP, in New York. "Without that information, Banesco cannot determine whether it must seek relief to deem the claim to be timely filed," he further says. In case the identification number is not in the securities list, Banesco requests that the note be added to the securities list or any proof of claim relating to the note be deemed timely filed under "principles of excusable neglect" provided those documents are filed on or before November 2, 2009. The Court will hold a hearing on November 18, 2009, to consider approval of the request. Creditors and other concerned parties have until November 10, 2009, to file their objections. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Goldman Sachs Buys Deutsche's $108 Mil. Claims --------------------------------------------------------------- The Office of the Clerk of the Bankruptcy Court received more than 40 notices of transfer of claims in Lehman Brothers Holdings Inc.'s Chapter 11 cases from October 14 to 27, 2009: Claim Claim Transferors Transferees Number Amount ----------- ----------- ------ ---------- Tiffany & Co. SPCP Group, LLC 19551 $9,717,258 Multi Asset Platform Bank of America N.A. 10187 $6,219,849 Master Fund SPC Southern Community SPCP Group, LLC 22746 $325,000 Financial Corporation 22367 $325,000 Southern Community SPCP Group, LLC 22282 $875,000 Bank and Trust 25562 $875,000 Depfa Bank plc SPCP Group, LLC 6941 $80,874,966 6942 $80,874,966 Tennenbaum Multi SPCP Group, LLC 15937 $6,712,744 Strategy Master Fund 15949 $6,712,744 BreitBurn Operating LP The Royal Bank of 8882 $4,311,983 Scotland plc. 8884 $4,311,983 Meridian Bank N.A. Eton Park Fund L.P. 24736 $8,569,522 24573 $8,569,522 Deutsche Lufthansa Goldman Sachs Lending 4104 $108,202,383 Aktiengesellschaft Partners LLC 14087 $108,202,383 14088 $108,202,383 4102 $108,202,383 State Bank of Long Longacre Opportunity 10357 $545,536 Island Fund, L.P. 10358 $545,536 2327 $589,895 2351 $589,895 Boultbee (Vasteras) AB Boultbee (Helsinki) 28488 $13,509,815 14057 $13,509,815 4147 $13,509,815 28487 $14,255,465 14058 $14,255,465 4146 $14,255,465 Boultbee (Helsinki) AB Goldman Sachs Lending 28487 $14,255,465 Partners LLC 14058 $14,255,465 4146 $14,255,465 28488 $13,509,815 14057 $13,509,815 4147 $13,509,815 Hain Capital Group LLC Aspen Creek Financial 8665 $370,166 Advisors LLC 8666 $1,298,689 8667 $543,446 8668 $210,261 8669 $50,313 8670 $1,007,064 8671 $935,221 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Metavante Appeals Denial of Sept 17 Order Changes ------------------------------------------------------------------ Metavante Corporation appealed to the U.S. District Court for the Southern District of New York of a bankruptcy judge's decision denying the company's motion to amend his prior ruling. The move came after Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York, who handles the Chapter 11 cases of Lehman Brothers Holdings Inc. and its affiliated debtors, denied Metavante's motion to amend his September 17 ruling which directed the company to honor its interest rate swap agreement with Lehman Brothers Special Financing Inc. The bankruptcy judge also denied Metavante's motion to "stay the effect" of his September 17 order. Judge Peck issued the September 17 order after Metavante allegedly refused to make payments to LBSF as required under their swap agreement although LBSF has not yet assumed or rejected their agreement. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Pacific Life Wants Late Claim Filing Allowed ------------------------------------------------------------- Pacific Life Insurance Company seeks a court order allowing the late filing of its claim against Lehman Brothers Holdings Inc. The claim stems from an ISDA master agreement between Pacific Life and LBHI's foreign-based unit Lehman Brothers International (Europe). The agreement is guaranteed by LBHI. Pacific Life's attorney, Paul Labov, Esq., at Edwards Angell Palmer & Dodge LLP, in New York, explains the company was not able to file a timely claim because the employee entrusted with attending to the U.S.-based Lehman units assumed that the proof of claim would be handled by Pacific Life's other employee. "Unfortunately, because Lehman's bankruptcy is domestic, the employee entrusted with attending to foreign-based Lehman entities believed that the employee entrusted with attending to the U.S.-based Lehman entities was undertaking the work," Mr. Labov explains. The deadline for filing proofs of claim against LBHI and its affiliated debtors expired on September 22, 2009. The Court will convene a hearing on November 18, 2009 to consider approval of the request. Creditors and other concerned parties have until November 10, 2009, to file their objections. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: PBC Wants Notes Included in Securities Lists ------------------------------------------------------------- PB Capital Corporation seeks a court ruling deeming the inclusion of securities issued under the Euro Medium Term-Note Program of Lehman Brothers Holdings Inc. and its foreign units in the list of Lehman Program Securities. PB Capital made the move to correct an error in the securities list which occurred when the original list posted on July 6, 2009, was changed in a subsequent and final draft to eliminate certain securities that should have been included. The securities issued under the Euro Medium Term-Note Program were included in the original list but were eventually deleted without any justification for their omission or notice to PB Capital, according to PB Capital's attorney, Thomas Moloney, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York. "The deletion is inconsistent with the terms of the Bar Date order, which requires all of the Euro Medium Term-Note Program securities to be included on the [securities list]," Mr. Moloney asserts in court papers. In case PB Capital's request is not granted, Mr. Moloney asks the Court to issue an order deeming any proof of claim and guarantee questionnaire relating to PB Capital's securities to be filed timely under "principles of excusable neglect" provided those documents are filed on or before November 2, 2009. The hearing to consider approval of PB Capital's request is scheduled for November 18, 2009. Creditors and other concerned parties have until November 3, 2009, to file their objections. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEVEL 3 COMM: Bank Debt Trades at 15% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which Level 3 Communications, Inc., is a borrower traded in the secondary market at 85.33 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.74 percentage points from the previous week, The Journal relates. The loan matures March 1, 2014. The Company pays 225 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B1 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. As reported by the Troubled Company Reporter on June 30, 2009, Fitch Ratings lowered the rating assigned to the Company's convertible subordinated notes to 'CC/RR6' from 'CCC-/RR6'. The rating action brings the subordinated note ratings in line with Fitch's revised rating definition and mapping criteria. Approximately $484 million of convertible subordinates notes outstanding as of March 31, 2009, was affected by Fitch's action. As of March 31, 2009, LVLT had approximately $6.4 billion of debt outstanding. As reported by the Troubled Company Reporter on March 9, 2009, Moody's Investors Service confirmed Level 3 Communications, Inc.'s Caa1 corporate family rating while downgrading the company's probability of default rating to Caa2 from Caa1 and positioning the ratings outlook as negative. Concurrently, the company's SGL- 2 speculative grade liquidity rating (indicating good near-term liquidity) was affirmed, and, owing to changes in the company's consolidated waterfall of liabilities stemming from recent tender offer activity as well as the PDR revision, certain ratings and loss given default assessments for individual debt instruments were adjusted (see ratings listing below). The rating actions conclude a review initiated on Nov. 24, 2008. LEXINGTON PRECISION: Gets Nod to Use Cash Collateral Until Dec. 31 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York, in its sixth order, authorized Lexington Precision Corporation and Lexington Rubber Group, Inc., to continue using cash collateral of the prepetition senior lenders. As reported in the Troubled Company Reporter on Aug. 19, 2009, the Debtors will use cash collateral for (a) working capital and capital expenditures, (b) other general corporate purposes of the Debtors, and (c) the costs of administration of the bankruptcy cases, in accordance with a budget. The prepetition senior lenders are: -- CapitalSource Finance LLC, as lender and revolver agent for itself and other lenders, and co-documentation agent, and Webster Business Credit Corporation, as lender and co- dumentation agent under that certain Credit and Security Agreement, dated May 31, 2006. -- CSE Mortgage LLC, as lender and collateral agent for itself and each other lender, and DMD Special Situations Funding LLC, as lender under that certain Loan and Security Agreement, dated May 31, 2006. The Debtors relate that as of Oct. 1, 2009, they were obligated to the prepetition secured lenders in the principal amount of $31.5 million, plus accrued and unpaid interest in the amount of $5,000. The value of the assets encumbered by the prepetition secured lenders' liens significantly exceeds the aggregate amount of the obligations owed under the prepetition credit agreements. The Debtors add that the prepetition secured lenders have not yet responded to the Debtors' request. The Debtors hope that they will be able to reach a consensual resolution of the motion. The Debtors further said that the only alternative to continued use of cash collateral is a sale of a portion of the Debtors' core business. TCR reported that as adequate protection, the prepetition senior lenders will be granted (a) continued replacement security interests upon all of the Debtors' assets, (b) first priority security interests in all unencumbered assets of the Debtors, and (c) liens on all encumbered assets that were not otherwise subject to the prepetition senior lenders' liens as of the commencement date. The Debtors' access to the cash collateral will terminate on the earlier of either Dec. 31, 2009, or until the occurrence of a "termination event." About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- manufactures tight-tolerance rubber and metal components for use in medical, automotive, and industrial applications. As of February 29, 2008, the Company employed about 651 regular and 22 temporary personnel. The Company and its affiliate, Lexington Rubber Group Inc., filed for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead Case No.08-11153). Christopher J. Marcus, Esq., and Victoria Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in their restructuring efforts. The Debtors selected Epiq Systems - Bankruptcy Solutions LLC as claims agent. The U.S. Trustee for Region 2 appointed six creditors to serve on an official committee of unsecured creditors. Paul N. Silverstein, Esq., and Jonathan Levine, Esq., at Andrews Kurth LLP, represent the Committee as counsel. On June 30, 2008, the Debtors filed with the Bankruptcy Court a plan of reorganization. It was amended twice, the latest amendment dated December 8, 2008. The Debtors currently plan to complete the liquidation of their connector-seal business before seeking approval of the Amended Plan. LIFEPOINT HOSPITAL: Bank Debt Trades at 4.5% Off ------------------------------------------------ Participations in a syndicated loan under which Lifepoint Hospitals Holdings, Inc., is a borrower traded in the secondary market at 95.50 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.20 percentage points from the previous week, The Journal relates. The debt matures on April 15, 2012. The Company pays 163 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba1 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Lifepoint Hospitals Holdings, Inc., provides general and acute care hospital services. Its hospitals provide the range of medical and surgical services commonly available in hospitals in non-urban markets. These hospitals also provide diagnostic and emergency services, as well as outpatient and ancillary services, including outpatient surgery, laboratory, rehabilitation, radiology, respiratory therapy, and physical therapy. The company also provides hospital and medical insurance benefits to persons of age 65 and over, some disabled persons, and persons with end- stage renal disease. It operates 23 general, acute care hospitals with an aggregate of 2,197 licensed beds in growing, non-urban communities. Its hospitals are located in Alabama, Florida, Kansas, Kentucky, Louisiana, Tennessee, Utah, and Wyoming. LifePoint Hospitals Holdings, Inc., operates as a subsidiary of Lifepoint Hospitals, Inc. LINEAR TECHNOLOGY: Files 1st Fiscal Quarter Report on Form 10-Q --------------------------------------------------------------- Linear Technology Corporation on Thursday filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended September 27, 2009. Linear Technology posted lower net income of $60.6 million on revenues of $236.1 million for the first fiscal quarter ended September 27, 2009, from net income of $102.3 million on revenues of $310.3 million for the same period a year ago. At September 27, 2009, the Company had $1.46 billion in total assets against $1.63 billion in total liabilities, resulting in stockholders' deficit of $163.7 million. At September 27, 2009, the Company's cash, cash equivalents and marketable securities balances were $909.5 million in aggregate, representing an increase of $40.7 million over the June 28, 2009 balances of $868.7 million. This increase was primarily due to positive cashflow from operations of $108.1 million. Working capital as of September 27, 2009 was $993.4 million. During the first quarter of fiscal year 2010, significant cash expenditures included $11.3 million for the net purchase of available-for-sale securities; $3.4 million for capital additions; $9.8 million face value to purchase and retire a portion of the 3.125% Convertible Senior Notes; $4.2 million to purchase its common stock and $49.9 million for the payment of a cash dividend, representing $0.22 per share in the first quarter of fiscal year 2010. Accounts receivable totaled $113.2 million at the end of the first quarter of fiscal year 2010, an increase of $17.8 million from the end of the fourth quarter of fiscal year 2009. The increase is primarily due to higher shipments in the first quarter of fiscal year 2010 as compared to the fourth quarter of fiscal year 2009. Inventory totaled $49.3 million at the end of the first quarter of fiscal year 2010, a decrease of $3.1 million from the end of the fourth quarter of fiscal year 2009. The decrease was due to higher sales in the first quarter of fiscal year 2010 as compared to the fourth quarter of fiscal year 2009. Accrued payroll and related benefits decreased $3.7 million from the fourth quarter of fiscal year 2009 primarily due to the payment of profit sharing partially offset by an increase to the profit sharing accrual and increases in other payroll liabilities. The Company accrues for profit sharing on a quarterly basis while distributing payouts to employees on a semi-annual basis during the first and third quarters of each fiscal year. Income taxes payable for the first quarter of fiscal year 2010 increased $17.9 million over the fourth quarter of fiscal year 2009 primarily due to the income tax provision of $23.6 million. Other accrued liabilities of $44.4 million increased $12.0 million over the fourth quarter of fiscal year 2009 primarily due to accrued interest on the Company's Convertible Senior Notes. The Company makes semi-annual interest payments during the second and fourth quarters of each fiscal year. In October 2009, the Company's Board of Directors declared a cash dividend of $0.22 per share. The $0.22 per share dividend will be paid on November 25, 2009 to shareholders of record on November 13, 2009. The payment of future dividends will be based on the Company's financial performance. Historically, the Company has satisfied its liquidity needs through cash generated from operations. Given its financial condition and historical operating performance, the Company believes that current capital resources and cash generated from operating activities will be sufficient to meet its liquidity, capital expenditures requirements, and debt retirement for the near future. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48a5 Linear Technology Corporation (NASDAQ-LLTC) -- http://www.linear.com/-- a manufacturer of high performance linear integrated circuits, was founded in 1981, became a public company in 1986 and joined the S&P 500 index of major public companies in 2000. Linear Technology products include high performance amplifiers, comparators, voltage references, monolithic filters, linear regulators, DC-DC converters, battery chargers, data converters, communications interface circuits, RF signal conditioning circuits, uModuleO products, and many other analog functions. Applications for Linear Technology's high performance circuits include telecommunications, cellular telephones, networking products such as optical switches, notebook and desktop computers, computer peripherals, video/multimedia, industrial instrumentation, security monitoring devices, high-end consumer products such as digital cameras and MP3 players, complex medical devices, automotive electronics, factory automation, process control, and military and space systems. LJL PREMIER HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: LJL Premier Holdings, L.L.C. 12651 High Buff Drive, Suite 250 San Diego, CA 92130 Bankruptcy Case No.: 09-28393 Chapter 11 Petition Date: November 4, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Redfield T. Baum Sr. Debtor's Counsel: Joel F. Newell, Esq. Carmichael & Powell, P.C. 7301 N. 16th Street Phoenix, AZ 85020 Tel: (602) 861-0777 Fax: (602) 870-0296 Email: j.newell@cplawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. The petition was signed by Ronald D. McMahon, managing member of the Company. LODGIAN INC: Posts $36.2 Million Net Loss in Q3 2009 ---------------------------------------------------- Lodgian, Inc., reported on Thursday results for the 2009 third quarter ended September 30, 2009. Third quarter 2009 total revenue for continuing operations declined 17.6% to $50.6 million, compared to $61.4 million in the same period in 2008. Loss from continuing operations was $39.8 million in the 2009 third quarter, compared to a loss of $2.3 million in the 2008 third quarter. The Company said its 2009 third quarter loss was driven primarily by a $34.2 million impairment charge largely related to seven hotels which are expected to be returned to their lenders. Six of these hotels are expected to be returned to the lender after unsuccessful negotiations to extend and modify the Merrill Lynch Fixed Rate Pool 3 loan agreement. Net loss attributable to common shares was $36.2 million, or $(1.70) per diluted share in the 2009 third quarter, compared to a net loss of $6.2 million, or $(0.29) per diluted share in the 2008 third quarter. The 2009 third quarter net loss includes total impairment charges of $35.4 million in both continuing operations and discontinued operations, including the $34.2 million impairment charge previously mentioned. EBITDA from continuing operations declined from $10.4 million in the 2008 third quarter to ($27.1) million, including impairment charges. Adjusted EBITDA for the same group of properties, which excludes the effect of impairment charges, decreased 39.5%, from $11.7 million in the 2008 third quarter to $7.1 million in the 2009 third quarter. Adjusted EBITDA margins for the continuing operations hotels decreased by 510 basis points to 14.0% during the 2009 third quarter compared to the 2008 third quarter due to a significant decline in revenues, despite on-going cost reduction efforts. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, but excluding the effects of the following charges: impairment losses; restructuring expenses; gains/losses on debt extinguishment; and casualty (gains)/losses, net, for properties damaged by events such as hurricane, fire or flood. Management Comments "Our results, and the hotel industry as a whole, continue to be impacted by the effects of the global economic slowdown," said Dan Ellis, Lodgian president and chief executive officer. "Every hotel is competing hard for every piece of business. We have been successful in both finding new business and attracting previous accounts back to our hotels. Nonetheless, it remains a fiercely competitive environment. We gave up a little market share in the third quarter, but our continuing operations portfolio still retains a slight edge over its competitive set in revenue per available room (RevPAR), with our RevPAR Index at 100.6. "We continue our strategic review of the portfolio, evaluating each of our hotels in terms of debt coverage, equity and long-term strategic value, with the goal of further strengthening the company," he said. Asset Disposition Program and Balance Sheet Update As of November 1, 2009, one property remained classified as held for sale. Subsequent to the close of the 2009 third quarter, the company sold the Ramada Plaza in Troy, Mich. for gross proceeds of $3.0 million. The company provided seller financing in the amount of $1.75 million, and net proceeds were used for general corporate purposes. During the 2009 third quarter, the company surrendered control of the Holiday Inn in Phoenix, Ariz. to a court-appointed receiver. As a result, all assets and liabilities were excluded from the company's consolidated balance sheet as of September 30, 2009. The company does not believe the limited recourse provisions of the loan secured by the Holiday Inn will be triggered by this transaction. As of September 30, 2009, 33 hotels were encumbered as collateral for various mortgage debt facilities totaling approximately $310.5 million. The company recently reported that, in conjunction with the development of a strategic plan, it has stopped servicing the debt secured by the Crowne Plaza in Worcester, Mass., and intends to convey the hotel to the lender in full satisfaction of the debt, which had a principal balance of $16.3 million as of September 30, 2009. The Company said that on a trailing twelve month basis, the cash flow from the hotel was insufficient to service the debt on the property. The company is now in default on this loan, and the lender has accelerated repayment of the loan. The company intends to cooperate with the lender in transferring this hotel to the lender's control. As previously disclosed, the Merrill Lynch Fixed Rate Pool 3 securitized mortgage debt, with a principal balance of $45.5 million, matured on October 1, 2009, and is now in default. The company had been in discussions with the special servicer regarding extension and modification of the loan; however, no agreement has been reached at this time. The company is now in discussions with the special servicer regarding returning the six hotels to the lender in full satisfaction of the debt. This mortgage indebtedness is non-recourse to the company except in certain limited circumstances, which the company believes do not apply in this case, and is not cross-collateralized with any of the company's other indebtedness. Balance Sheets At September 30, 2009, the Company's consolidated balance sheets showed $478.4 million in total assets, $342.6 million in tota liabilities, and $135.8 million in total shareholders' equity. The Company's consolidated balance sheets at September 30, 2009, also showed strained liquidity with $64.1 million in total current assets available to pay $133.7 million in total current liabiliies. A full-text copy of the Company's consolidated financial statements for the 2009 third quarter ended September 30, 2009, is available for free at http://researcharchives.com/t/s?48a2 Going Concern Doubt Approximately $120 million of the Company's outstanding mortgage debt was scheduled to mature in July 2009 and the current severe economic recession has negatively impacted the Company's operating results, which affects operating cash flows as well as the ability to refinance the maturing indebtedness. The $120 million of mortgage indebtedness, which was originated in June 2004 by Merrill Lynch and securitized in the collateralized mortgage- backed securities market, was divided into three pools of indebtedness referred to by the Company as the Merrill Lynch Fixed Rate Pools 1, 3 and 4. The Company has reached agreements with the special servicers of Pools 1 and 4 to extend the maturity dates to July 1, 2010, and July 1, 2012, respectively, and the Company is seeking to refinance Pool 1 in anticipation of the 2010 maturity date. As disclosed above, Pool 3 matured on October 1, 2009. No agreement has been reached with the special servicer to modify Pool 3 and Pool 3 is now in default. Since no agreement has been reached, the Company expects to convey the six hotels which secure Pool 3 to the lender in full satisfaction of the debt. The Company is also in default on a loan secured by the Crowne Plaza Worcester. The Company does not expect further negotiation with the special servicer and intends to convey the hotel to the lender in full satisfaction of the debt. Conveying these hotels to the lenders, the severe economic recession and the tight credit markets could also have an adverse effect on the Company's ability to extend or refinance Pool 1 on or prior to its maturity in July 2010. The Company said these factors raise substantial doubt as to the Company's ability to continue as a going concern. About Lodgian Inc. Lodgian Inc. -- http://www.lodgian.com/ -- is one of the nation's largest independent hotel owners and operators. The Company currently owns and manages a portfolio of 36 hotels with 6,749 rooms located in 21 states. Of the company's 36-hotel portfolio, 17 are InterContinental Hotels Group brands (Crowne Plaza, Holiday Inn, and Holiday Inn Express), 12 are Marriott brands (Marriott, Courtyard by Marriott, SpringHill Suites by Marriott, Residence Inn by Marriott and Fairfield Inn by Marriott), two are Hilton brands, and four are affiliated with other nationally recognized franchisors including Starwood, Wyndham and Carlson. One hotel is an independent, unbranded property, which is currently closed and held for sale. LYONDELL CHEMICAL: Expands Scope of McKinsey's Services ------------------------------------------------------- Lyondell Chemical Co. and its units sought and obtained the Court's authority to expand the scope of services to be performed by their management consultant, McKinsey & Company Inc. United States. All the provisions of the Court's July 23, 2009 order granting the McKinsey Application are incorporated into the order dated September 24, 2009, authorizing the expansion of McKinsey's scope of employment. Gerald A. O'Brien, vice president of Lyondell Chemical Company, related that subsequent to the July 23, 2009 Retention Order, the Debtors requested that McKinsey expand the scope of the Original Engagement to include performing an analysis of the Debtors' information technology and providing recommendations as to efficiency, costs, and alternatives. Specifically, McKinsey will provide the Debtors with a recommendation as to whether they should insource or outsource IT, or to incorporate a combination of both, depending on the economic efficiency of each option, according to Mr. O'Brien. Although it is arguable that the Additional Matters fall within the scope of the Original Engagement, the Debtors nonetheless sought modification of the scope of McKinsey's retention as management consultant and the method of compensation, nunc pro tunc to June 15, 2009, the date of the original consulting agreement. Pursuant to the terms and conditions of the IT plan proposal, dated August 13, 2009, the Debtors will probably pay McKinsey a total of $700,000 for the Additional Matters, inclusive of out- of-pocket expenses. The fee is based on the expectation that the project will take four weeks with a mid-sized team of McKinsey professionals. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Gets Nod for AAAI as Valuation Consultant ------------------------------------------------------------ Lyondell Chemical Co. and its units sought and obtained the Court's approval to employ American Appraisal Associates, Inc., as their valuation consultant, nunc pro tunc to August 1, 2009. According to Gerald A. O'Brien, Lyondell Chemical Company vice president, the Debtors sought to employ American Appraisal to do a review of emergence value by reportable segments and to evaluate assets. As valuation consultant, American Appraisal will: (a) research, document, and determine significant assumptions in the valuation models that are not operations-related; (b) develop an understanding of management's significant operations-related assumptions; (c) interface with the Debtors' staff, as appropriate, preparing any projected financial information to assure consistency of use of data in American Appraisal's valuation models; (d) provide an opinion of the fair value of the Debtors' tangible real and personal property; (e) document American Appraisal's efforts relating to the valuation of the tangible real and personal property to withstand audit scrutiny under statement on auditing standards 101; (f) identify all intangible assets that meet the criteria of statement of financial accounting standards 141R and 142 for recognition separable and goodwill; and (g) provide an opinion of the fair value of the identified intangible assets, other equity investments, and joint ventures. In addition, American Appraisal will be separately retained by counsel to the Debtors to analyze and value real property of the Debtors located in Texas and Illinois in connection with contemplated litigation disputes of the real property tax assessments there, Mr. O'Brien added. The Debtors will be solely obliged to pay American Appraisal for these services. The Debtors will pay American Appraisal a flat fee of $575,000, plus expenses, for the Services. The firm will also be paid an additional $125,000, plus expenses, based on the scope of the work to be performed, for the valuation analysis of the Debtors' real property in connection with certain disputed property tax assessments. The Debtors will pay American Appraisal retainers in the amount of $50,000 under the Engagement Letter, and an additional $37,500 in connection with the property tax assessments, upon the Court's approval of the Application, to be applied to the firm's fees upon their award by the Court. Thereafter, American Appraisal will provide the Debtors with monthly reports and the balance of the fees payable for that month, based on the firm's internal daily rates used in calculating its flat fee. Mr. O'Brien assured the Court that American Appraisal's services will not be duplicative of those provided by the other professionals of the Debtors. Moreover, American Appraisal will seek to coordinate any Services performed at the Debtors' request with the other professionals to avoid duplication of effort. The Debtors have agreed to indemnify American Appraisal for all reasonable attorneys' fees that it incurs as a result of becoming part of, or named in, an administrative or legal dispute in connection with its engagement, except to the extent caused by American Appraisal's negligence or misconduct. The Debtors will have the right to approve American Appraisal's counsel in any proceeding, Mr. O'Brien added. Christopher Rexroat, associate general counsel of American Appraisal, assured the Court that American Appraisal does not hold or represent an interest adverse to the Debtors' estates; is not and has not been a creditor, an equity security holder or an insider of the Debtors, except that the firm has previously rendered services to the Debtors for which it has a claim, which will be waived upon the Court's approval of the Application; is not and has not been an investment banker for any outstanding security of the Debtors; is not and has not been, within two years before the Petition Date, a director, officer or employee of the Debtors or of an investment banker of the Debtors; and does not have an interest materially adverse to the interests of the Debtors' estates, creditors or security holders, Mr. Rexroat told the Court. American Appraisal is a disinterested person as the term is defined in Section 101(14) of the Bankruptcy Code, he attested. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Gets Nod to Hire FBG as Voting Agent ------------------------------------------------------- Lyondell Chemical Co. and its units sought and obtained the Court's permission to employ Financial Balloting Group LLC as their balloting agent, tabulator and consultant, nunc pro tunc to September 8, 2009. As the Debtors' voting agent, FBG will provide these services: (a) advise the Debtors and their counsel regarding all aspects of the voting on the Joint Plan of Reorganization, including timing issues, voting and tabulation procedures, and documents needed for the voting; (b) review the Disclosure Statement and ballots for issues related to voting on the Plan, particularly as they may relate to Beneficial Owners of securities held in Street Name; (c) work with the Debtors to request appropriate information from the Depository Trust Company, the trustees of the bonds, the transfer agent for the common stock, the lender agents, and other agents maintaining data related to the securities issued by the Debtors; (d) assist with the mailing of appropriate documents to any registered holders of securities, lenders, and other claimants entitled to vote; (e) coordinate the distribution of voting documents to Street Name holders of voting securities by forwarding the appropriate documents to the banks and brokerage firms holding the securities, or their agent who in turn will forward them to Beneficial Owners for voting; (f) for any non-U.S. securities issues, coordinate with Euroclear and Clearstream with respect to the solicitation documents; (g) distribute copies of the master ballots to the appropriate Nominees so that firms may cast votes on behalf of Beneficial Owners; (h) prepare a certificate of service for filing with the Court; (i) handle requests for documents from parties-in-interest, including Nominees' back-offices and institutional holders; (j) respond to telephone inquiries from security holders regarding the Disclosure Statement and the voting procedures. FBG will restrict its answers to the information contained in the Plan documents. FBG will seek assistance from the Debtors or their counsel on questions as needed; (k) if needed, establish a Web site for the posting of solicitation documents; (l) if requested to do so, FBG will make telephone calls to any known Beneficial Owners or registered holders of bonds to confirm receipt of Plan documents and respond to questions about the voting procedures; (m) receive and examine all ballots and master ballots cast by security holders entitled to vote; (n) tabulate all ballots and master ballots received prior to the voting deadline in accordance with established procedures, and prepare a vote certification for filing with the Court; and (o) undertake other duties as my be agreed upon by the Debtors and FBG. In connection with the equity rights offering contained in the currently proposed Plan, FBG will: (a) provide advice to the Debtors and their counsel regarding the subscription procedures and documents needed for the equity rights offering; (b) review the relevant documents, particularly as they may relate to Beneficial Owners of securities held in Street Name. Documents may include: the solicitation procedures motion or order, disclosure statement and Plan, subscription form, and other documents; (c) establish a subscription account for the Debtors in connection with FBG's role as subscription agent; (d) if the equity rights offering is conducted through DTC, work with DTC to establish the rights offering on its automated subscription offer program or "ASOP" system; coordinate the delivery of instructions and payments by DTC; and act as ASOP agent with DTC in connection with the equity rights offering; (e) mail subscription documents to registered record holders of securities, if any; (f) coordinate the distribution of subscription documents to (i) Street Name holders of notes by forwarding the appropriate documents to the reorganization departments of the banks and brokerage firms holding the securities, who in turn will forward it to Beneficial Owners, or (ii) holders of notes directly; (g) if appropriate, prepare a certificate of service for filing with the Court; (h) handle requests for documents from parties-in-interest, including brokerage firm and bank back-offices and institutional holders; (i) respond to telephone inquiries from security holders and Nominees regarding the subscription procedures; and (j) receive and examine any subscription forms submitted by security holders, if applicable, and deposit any checks in the special subscription account established for that purpose or coordinate the delivery of instructions and payments by DTC. The Debtors will pay FBG in accordance with these terms: (a) for the distribution of materials to holders of securities in Street Name, a project fee of $15,000, plus $3,000 for each debt issue of public securities entitled to vote on the Plan and participate in the rights offering or election, and $1,500 for each debt issue of public securities not entitled to vote on the Plan but entitled to receive notice, and $2,500 for the common stock if it is not entitled to vote on the Plan but entitled to receive notice. This covers the coordination with all brokerage firms, banks, institutions, and other interested parties, including the distribution of voting materials. This assumes one distribution of materials, which will be directed to the Nominees' proxy departments, a single Plan, and no extensions of the voting deadline; (b) for the mailing to registered record holders of bonds and any other voting party, estimated labor charges at $1.75 - $2.25 per voting or subscription package, depending on the complexity of the mailing, with a $500 minimum for each mail file for a specific group, an example being a list of registered holders of a bond. The charge assumes the package will include the disclosure statement, a ballot or subscription form, a return envelope, and one other document. It also assumes that a window envelope will be used for the mailing, and will therefore not require the extra procedures of matching the preprinted solicitation materials with an envelope that has a printed label; (c) a minimum charge of $2,000 to take up to 250 telephone calls from security holders and other parties within a 30- day solicitation period. If more than 250 calls are received within the period, those additional calls will be charged at $8.00 per call. Any calls made by FBG to security holders and other parties at the request of the Debtors will be charged at $8.00 per call; (d) a charge of $125 per hour for the tabulation of ballots and master ballots, plus set up charges of $1,000 for each tabulation element. Standard hourly rates will apply for any time spent by senior executives reviewing and certifying the tabulation and dealing with special issues that may develop; (e) a hosting fee of $150 per month to post relevant documents to the FBG document Web site, with an appropriate extension for this solicitation; and (f) FBG will bill for consulting hours at its applicable standard hourly rates. Consulting services by FBG will include the review and development of materials, including the disclosure statement, Plan, solicitation procedures, ballots, and master ballots; participation in telephone conferences, strategy meetings or the development of strategy relative to the project; efforts related to special balloting procedures, including issues that may arise during the balloting or tabulation process; computer programming or other project-related data processing services; visits to cities outside of New York for client meetings or legal or other matters; efforts related to the preparation of testimony and attendance at court hearings; and the preparation of affidavits, certifications, fee applications, invoices, and reports. FBG's professionals have these customary hourly rates: Title Rate per Hour ----- ------------- Executive Director $410 Vice President $360 Senior Case Manager $300 Case Manager $240 Case Analyst $190 Programmer II $195 Programmer I $165 Clerical $65 (g) to the extent requested by the Debtors, notice mailings to Beneficial Owners of debt securities held in Street Name will be charged at a fee of $5,000 plus $500 per CUSIP or ISIN to be noticed, with a cap of $7,500. Mailings to registered holders of securities will be charged at a rate of $0.50 - $0.65 per holder, with a $250 minimum. The Debtors will also reimburse FBG for certain actual and necessary expenses incurred. To reduce administrative expenses related to FBG's retention, the Debtors sought and obtained Court authority to pay FBG's fees and expenses without the necessity of FBG filing formal fee applications. Jane Sullivan, executive director at FBG, disclosed that her firm has a relationship with these parties that are unrelated to the Debtors' Chapter 11 cases: * Liberty Mutual Europe Insurance * Deloitte Tax * Federal Express * UPS * Solutia Inc. * Delphi Corporation * Epiq Systems Despite these relationships, Ms. Sullivan assures the Court that FBG is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, and is eligible to be retained in the Debtors' bankruptcy cases pursuant to Section 327(a) of the Bankruptcy Code. About Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. It is the global leader in polyolefins technology, production and marketing; a pioneer in propylene oxide and derivatives; and a significant producer of fuels and refined products, including biofuels. Through research and development, LyondellBasell develops innovative materials and technologies that deliver exceptional customer value and products that improve quality of life for people around the world. Headquartered in The Netherlands, LyondellBasell -- http://www.lyondellbasell.com/-- is privately owned by Access Industries. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. On January 6, 2009, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc. filed for Chapter 11. In May 2009, one of the cases was dismissed -- Case No. 09-10068 -- because it is duplicative of Case No. 09- 10040 relating to Debtor Glidden Latin America Holdings. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Lyondell has obtained approximately US$8 billion in DIP financing to fund continuing operations. The DIP financing includes two credit agreements: a US$6.5 billion term loan, which comprises a US$3.25 billion in new loans and a US$3.25 billion roll-up of existing loans; and a US$1.57 billion asset-backed lending facility. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 on April 24, 2009, in order to seek protection against claims by certain financial and U.S. trade creditors. On May 8, 2009, LyondellBasell Industries added 13 non-operating entities to Lyondell Chemical Company's reorganization filing under Chapter 11 of the U.S. Bankruptcy Code. All of the entities are U.S. companies and were added to the original Chapter 11 filing for administrative purposes. The filings will have no impact on current business or operations as none of the entities manufactures or sells products. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNACHIP SEMICONDUCTOR: Emerges from Chapter 11 ------------------------------------------------ MagnaChip Semiconductor announced that its Second Amended Plan of Reorganization confirmed by the United States Bankruptcy Court for the District of Delaware on September 25, 2009, will become effective on Monday, November 9, marking MagnaChip's emergence from voluntary Chapter 11 restructuring. The Plan was overwhelmingly supported by the Company's creditors. Under the Plan, Avenue Capital Management II, L.P. has become the controlling shareholder of MagnaChip, and other secured and unsecured creditors have received minority equity stakes. MagnaChip has reduced its long-term debt to only $62 million, leaving the Company's balance sheet nearly net debt free with over $50 million of cash on the balance sheet. Sang Park, CEO of MagnaChip Semiconductor said, "I am very happy to announce that MagnaChip has overcome its difficulties and is now financially robust and ready to continue executing our growth plan. We greatly appreciate the solid support of our creditors and especially our customers, suppliers, and business partners. The quick completion of our financial restructuring is a testament to our employees and the strength of our business." The Chapter 11 Plan MagnaChip's Chapter 11 plan originally proposes a sale of its assets, but later conveyed support for the Creditors Committee's plan. The Plan was also supported by the largest noteholder, Avenue Capital Management II, L.P. The plan of reorganization provides for an equity infusion by Avenue Capital and other investors and was overwhelmingly supported by creditors. The new investment led by Avenue Capital, one of MagnaChip's largest creditors, will conclude the financial restructuring. With this Court ruling approving the plan, Avenue Capital will have a controlling interest in MagnaChip. Avenue Capital was founded in 1995 and is one of the largest global investment management firms in the world, managing assets valued at approximately $17.8 billion. Under the Plan proposed by the Creditors Committee, claims against the Debtors will be satisfied through (a) payment or issuance to Korean Exchange Bank, the first lien lender owed an aggregate of US$95 million (i) cash equal to 72% of the claim of the first lien lender ("Treatment A"), or (ii) cash equal to 35% of the first lien lender's secured claim and a pro rata share of term loans with principal equal to the remaining amount of the claim ("Treatment B"), (b) the distribution of 5% of the new stock and rights to participate in an offering for new common stock to holders of second lien notes aggregating US$500 million, (c) distribution, as a "gift" from second lien noteholders, cash equivalent to 10% of their allowed claims to holders of unsecured claims expected to aggregate US$3.23 million, (d) distribution, as a "gift" from second lien noteholders, of 1% of the new stock plus warrants to purchase 5% of the new stock with a strike price equivalent to a US$600 million total enterprise value to holders of US$250 million subordinated notes claims. Under the Committee's Plan, Korea Exchange Bank will get 35% of the $95 million it is owed in cash. Under the Original Plan, the Committee offered full recovery for the lenders through the issuance of a new term loan in full and complete satisfaction of the first lien lender claims aggregating US$95 million. The Company will launch an offering of no less than US$35 million and no more than US$50 million in aggregate new common units to second lien noteholders. A unit of Avenue Capital Management II LP, the largest noteholder, will act as the "backstop purchaser" and buy at least 67% of the stock. About Avenue Capital Group Avenue Capital Group manages assets valued at approximately $19.2 billion. Avenue is a leading global investment management firm specializing in distressed and undervalued public and private debt and equity securities of undervalued and distressed companies. Founded in 1995, Avenue is headquartered in New York, with offices in London, Munich, Luxembourg, and nine offices throughout Asia. About MagnaChip Semiconductor Headquartered in South Korea, MagnaChip Semiconductor LLC -- http://www.magnachip.com/-- is a leading, Asia-based designer and manufacturer of analog and mixed-signal semiconductor products for high volume consumer applications. The Company has a broad range of analog and mixed-signal semiconductor technology and intellectual property, supported by its 29-year operating history, large portfolio of registered and pending patents and extensive engineering and manufacturing process expertise. Citigroup Venture Capital Equity Partners LP was part of the investor group that acquired MagnaChip in 2004 from Hynix Semiconductor Inc. MagnaChip Semiconductor S.A. and five other entities filed for Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 cases are jointly administered under Case No. 09-12008, MagnaChip Semiconductor Finance Company. Judge Peter J. Walsh handles the case. Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors as counsel. Howard A. Cohen, Esq., at Drinker Biddle & Reath serves as counsel for the official committee of unsecured creditors. Omni Management Group LLC is the Debtors' claims agent. In their formal schedules, MagnaChip Semiconductor S.A. disclosed US$951,917,782 in assets against US$845,903,186 in debts while MagnaChip Semiconductor B.V. disclosed assets of US$762,465,739 against debts of US$1,800,612,084. MAJESTIC STAR: Receives Default Notice on $79.3 Million Debt ------------------------------------------------------------ The Majestic Star Casino, LLC, on October 30, 2009, received a Notice of Events of Default and Reservation of Rights from the administrative agent for the lenders under the Company's Senior Secured Credit Facility and relating to the Loan and Security Agreement, dated as of October 7, 2003, as amended, restated, supplemented, or otherwise modified from time to time. In the Acceleration Notice, the Agent declared all obligations under the Loan and Security Agreement, in the amount of $79,334,363.96 (as of October 28, 2009), immediately due and payable. Additionally, the Acceleration Notice stated that as a consequence of the notice received by the Agent from the trustee for the holders of the Company's Senior Secured Notes on October 20, 2009, the Agent would commence the exercise of its rights and remedies under the Loan and Security Agreement and the related documents. Further, the Agent and each of the lenders reserved all of their respective remedies, powers, rights, and privileges under the Loan and Security Agreement or the other loan documents and advised that neither the Agent nor lenders have any obligation to forbear from enforcing its rights and remedies with respect to any Default or Event of Default. As reported by the Troubled Company Reporter on October 29, 2009, an Event of Default exists under Majestic Star Casino's $300.0 million of 9-1/2% Senior Secured Notes due 2010, $200.0 million of 9-3/4% Senior Notes due 2011 and $80.0 million Senior Secured Credit Facility. On December 3, 2008, the trustee for the holders of the Senior Secured Notes sent the administrative agent for the lenders under the Senior Secured Credit Facility a default notice. On December 11, 2008, the Agent sent the Trustee a "Standstill Notice" pursuant to the terms of an Intercreditor and Lien Subordination Agreement, dated as of October 7, 2003. As such, the Trustee and the holders of the Senior Secured Notes were prohibited from taking action against the collateral during the 180-day standstill period. Upon expiration of the initial Standstill Notice the Trustee and Agent entered into standstill extension agreements, with the most recent extension expiring on August 10, 2009. On October 20, 2009, in accordance with the Intercreditor Agreement, the Trustee sent to the Agent a notice that the Trustee or certain holders of the Senior Secured Notes intend to exercise one or more of their default related rights and remedies in respect of the collateral under the senior secured indenture, related indenture loan documents or applicable law on October 30, 2009. Further, the Trustee, on behalf of itself and holders of the Senior Secured Notes, reserved all of their rights and remedies under the indenture, the Senior Secured Notes, the Intercreditor Agreement and applicable law, including, without limitation, the right to take any action with respect to the issuers, the guarantors or the collateral not prohibited by the Intercreditor Agreement and the right to forbear from exercising any default- related right or remedy in the sole discretion of the Trustee or holders of the Senior Secured Notes, as applicable. About Majestic Star The Majestic Star Casino, LLC, is a wholly owned subsidiary of Majestic Holdco, LLC, which is a wholly owned subsidiary of Barden Development, Inc. The Company was formed on December 8, 1993, as an Indiana limited liability company to provide gaming and related entertainment to the public. The Company commenced gaming operations in the City of Gary at Buffington Harbor, located in Lake County, Indiana on June 7, 1996. The Company is a multi- jurisdictional gaming company with operations in three states -- Indiana, Mississippi and Colorado. The Majestic Star Casino, LLC's balance sheet at June 30, 2009, showed total assets of $406.42 million and total liabilities of 749.55 million, resulting in a members' deficit of $343.13 million. MAMMOTH HENDERSON II: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Mammoth Henderson II LLC 29222 Rancho Viejo Rd #203 San Juan Capistrano, CA 89074 Case No.: 09-22234 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Robert N. Kwan Debtor's Counsel: Thomas C. Corcovelos, Esq. 1001 Sixth St., Ste. 150 Manhattan Beach, CA 90266 Tel: (310) 374-0116 Fax: (310) 318-3832 Estimated Assets: $10,000,001 to $50,000,000 Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 According to the schedules, the Company has assets of $24,002,100, and total debts of $20,895,296. The petition was signed by Robert L. Wish. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bishop Networks $500 Webco Sweeping $580 WWX, Inc. $602 Green Valley Security, Inc. $910 ABC Locksmiths $921 Bristlecone Signs $934 Fosters Air $1,125 Conditioning Nevada Pools $1,160 J2 Commercial Cleaning $1,160 City of Henderson $1,305 Thyssenkrupp $1,412 Elevator Corp. Besam $1,643 Republic Services $2,215 Netco Inc. $2,347 New Life Carpets, Inc. $2,363 XL Fire Protection $2,407 Advanced Lighting $2,495 Services, Inc. Goosecreek LLC $3,000 dba Lochsa Surveying NV Energy $3,361 Merchants Building $5,299 Maintenance, LLC MARSHALL SHIELDS: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Marshall Shields 11858 Caminito Sanudo San Diego, CA 92120 Bankruptcy Case No.: 09-17085 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: James W. Meyers Debtor's Counsel: Thomas C. Nelson, Esq. 550 West C Street, Suite 1850 San Diego, CA 92101 Tel: (619) 236-1245 Email: tom@tcnlaw.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 $3,241,709, and total debts of $3,472,518. A full-text copy of the Debtor's petition, including a list of its 17 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/casb09-17085.pdf The petition was signed by Marshall Shields. MASHANTUCKET PEQUOT: Dissolves Unity Gaming Venture with MGM ------------------------------------------------------------ MGM MIRAGE is a party to a series of agreements to implement a strategic alliance with the Mashantucket Pequot Tribal Nation, which owns and operates Foxwoods Casino Resort in Mashantucket, Connecticut. Under the strategic alliance, a casino resort owned and operated by MPTN located adjacent to the Foxwoods casino resort carries the "MGM Grand" brand name. The Company and MPTN also formed a jointly owned company -- Unity Gaming, LLC -- to acquire or develop future gaming and non-gaming enterprises. MGM MIRAGE disclosed in a regulatory filing that on September 30, 2009, the Company and MPTN agreed to dissolve Unity Gaming, LLC and release MGM MIRAGE of its $200 million financial commitment with respect thereto due to the current economic environment. The Company and MPTN also agreed that the Company will no longer provide consulting services to MPTN for the operations of MGM Grand at Foxwoods; however, the Company will continue to earn a fee for MPTN's use of the "MGM Grand" brand name. On Friday, MGM MIRAGE filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended September 30, 2009. MGM MIRAGE believes that the availability under its senior credit facility and future operating cash flow will allow the Company to fulfill its financial commitments through 2010 including any amounts due under the CityCenter completion guarantee. However, the Company's ability to meet its obligations to redeem its $782 million 8.5% senior notes maturing in September 2010 depends in part on the Company's operating performance and amounts required to be funded under the Company's CityCenter completion guarantee meeting management's current expectations. Should operating results or the amount required under the CityCenter completion guarantee not meet expectations, it may be necessary for the Company to seek additional financing or explore the sale of non-core assets to satisfy the September 2010 senior note maturity. A full-text copy of MGM MIRAGE's quarterly report is available at no charge at http://ResearchArchives.com/t/s?48a6 About the Mashantucket Pequot The Mashantucket Pequots are an Eastern Woodland people with its traditional homelands in Southeastern Connecticut having endured centuries of conflict, survival and continuity on and around one of America's oldest Indian reservations, established in 1666. The Mashantucket Pequot Tribal Nation owns one of the largest resort casino in the world, Foxwoods Resort Casino -- http://www.foxwoods.com/,along with several other economic ventures including the Lake of Isles Golf Course -- http://www.lakeofisles.com/-- a joint-venture partnership establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and Foxwoods Development Company dedicated to world-class resort development throughout the United States and Caribbean. The Tribe employs approximately 10,000 people and, through its slot contribution agreement, it has contributed nearly $3 billion to the State of Connecticut since January 1993. * * * Moody's previous rating action was on August 26, 2009, when the Tribe's Corporate Family Rating was lowered to Caa2 from B1 and all of its ratings were placed on review for possible downgrade. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * 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. MASONITE INC: S&P Assigns Corporate Credit Rating at 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' long-term corporate credit rating to door manufacturer Masonite Inc. The outlook is stable. "This rating assignment follows a full review on the company following its emergence from bankruptcy protection under Companies' Creditors Arrangement Act in Canada and Chapter 11 in the U.S.," said Standard & Poor's credit analyst Jatinder Mall. "The rating reflects Masonite's leading position as one of the largest door manufacturers in the world, historically stable profitability and cash flow, and minor debt," Mr. Mall added. These strengths are partially offset in S&P's opinion by the company's exposure to the cyclical North American housing construction market, expectations of weak profitability for the next two years, and lack of a financial policy. Masonite is one of the world's leading producers of both interior and exterior doors, with a significant market share in its primary North American market. It has vertically integrated operations, with 55 facilities in 18 countries. North America accounts for about two-thirds of company sales, while Europe and the rest of the world account for the balance. S&P considers Masonite's financial risk profile significant since it emerged from bankruptcy in June with minor debt. Although the company does not currently have a financial policy in place and a target leverage ratio, S&P believes Masonite will eventually carry some debt on its books. As such, this rating takes into consideration the company's ability to carry debt and a leverage ratio of about 3.5x. Given the current cash position (and aside from an acquisition or dividend payout), Standard & Poor's expects Masonite to remain debt free in the near term. While S&P consider the company's current cash flow generation low, S&P expects it to improve gradually as market conditions improve. Masonite is a market leader with a strong position in interior and exterior doors. Although the company's profitability has weakened due to lower volumes and higher input costs, S&P believes it has been able to temper the effects by making gains on productivity and by reducing selling, general, and administrative expenses. In the past two years, Masonite has lowered headcount, reduced production facilities by one-third to 55, and consolidated operations and material sourcing. The stable outlook reflects Standard & Poor's expectations that Masonite will continue to generate positive cash flows even in the current weak business environment and maintain sufficient liquidity. S&P could lower the rating if market conditions significantly worsen or loss of a major customer leads to negative cash flow generation and a large cash burn. An upgrade at this time is constrained by the company's uncertain financial policy and unclear long-term capital structure. However, an upgrade would require Masonite to demonstrate that it can sustain a leverage ratio of below 3x in the long term. MEGA MEDIA GROUP: Shuts Down Radio Station Pulse 87 --------------------------------------------------- Crain's New York Business reports that Mega Media Group's dance music radio station Pulse 87 has shut down due to the recession. Mega Media CEO Alex Shvarts said that the station stopped broadcasting on October 30. 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 LYNCH BANK & TRUST: Fitch Puts 'D' Individual Rating ------------------------------------------------------------ This is an amendment to the release of Nov. 2, 2009. It corrects the long-term deposit rating of Bank of America Rhode Island N.A. to 'AA-' from 'A+' and corrects the withdrawn rating of Merrill Lynch Bank & Trust Co. FSB long-term deposits to 'AA-' from 'A+'. Bank of America Corporation has undertaken a reorganization of some of its bank subsidiaries. Bank of America Rhode Island N.A. has begun to hold deposits of external customers. At the same time, Merrill Lynch Bank & Trust Co. FSB has been merged into Bank of America N.A. As a result of the decision to hold deposits at BANA-RI, Fitch has affirmed all existing ratings and the Stable Outlook, and has also assigned long-term and short-term deposit ratings to this subsidiary. Ratings of BANA-RI reflect its position as an operating entity in the BAC family. The long-term and short-term Issuer Default Ratings and the deposit and support floor/support ratings all reflect Fitch's view that there is an extremely high probability that this entity, along with other core BAC subsidiaries, would receive support in a crisis scenario. The Stable Rating Outlook is also derived from government support. BANA-RI's individual rating is linked to that of BAC and reflects the consolidated company's weakened earnings and asset quality profile. Separately, Fitch has withdrawn all issue and issuer ratings of ML-FSB, since this company no longer exists as a separate entity. Fitch has assigned these ratings: Bank of America Rhode Island, N.A. -- Long-term deposits 'AA-'; -- Short-term deposits 'F1+'. Fitch has affirmed these ratings with a Stable Outlook: Bank of America Rhode Island, N.A. -- Long-term IDR at 'A+'; -- Short-term IDR at 'F1+'; -- Individual at 'D'; -- Support at '1'; -- Support Floor at 'A+'. Fitch has withdrawn these ratings: Merrill Lynch Bank & Trust Co. FSB -- Long-term IDR 'A+'; -- Short-term IDR 'F1+'; -- Long-term deposits 'AA-'; -- Short-term deposits 'F1+'; -- Individual 'D'; -- Support '1'; -- Support Floor 'A+'. METROPCS WIRELESS: Bank Debt Trades at 8% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which MetroPCS Communications, Inc., is a borrower traded in the secondary market at 92.25 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.78 percentage points from the previous week, The Journal relates. The debt matures on Oct. 11, 2013. The Company pays 225 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. MetroPCS Communications, Inc., is a wireless communications provider that offers wireless broadband mobile services under the MetroPCS brand in selected metropolitan areas in the United States over its own licensed networks or networks of entities, in which the Company holds a substantial non-controlling ownership interest. The Company provides an array of wireless communications services to its subscribers on a no long-term contract, paid-in-advance, flat-rate, unlimited usage basis. As of Dec. 31, 2008, it had approximately 5.4 million subscribers in eight states. MetroPCs carries 'B' issuer credit ratings from Standard & Poor's. MGM MIRAGE: Dissolves Unity Gaming Venture with Mashantucket ------------------------------------------------------------ MGM MIRAGE is a party to a series of agreements to implement a strategic alliance with the Mashantucket Pequot Tribal Nation, which owns and operates Foxwoods Casino Resort in Mashantucket, Connecticut. Under the strategic alliance, a casino resort owned and operated by MPTN located adjacent to the Foxwoods casino resort carries the "MGM Grand" brand name. The Company and MPTN also formed a jointly owned company -- Unity Gaming, LLC -- to acquire or develop future gaming and non-gaming enterprises. MGM MIRAGE disclosed in a regulatory filing that on September 30, 2009, the Company and MPTN agreed to dissolve Unity Gaming, LLC and release MGM MIRAGE of its $200 million financial commitment with respect thereto due to the current economic environment. The Company and MPTN also agreed that the Company will no longer provide consulting services to MPTN for the operations of MGM Grand at Foxwoods; however, the Company will continue to earn a fee for MPTN's use of the "MGM Grand" brand name. On Friday, MGM MIRAGE filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended September 30, 2009. MGM MIRAGE believes that the availability under its senior credit facility and future operating cash flow will allow the Company to fulfill its financial commitments through 2010 including any amounts due under the CityCenter completion guarantee. However, the Company's ability to meet its obligations to redeem its $782 million 8.5% senior notes maturing in September 2010 depends in part on the Company's operating performance and amounts required to be funded under the Company's CityCenter completion guarantee meeting management's current expectations. Should operating results or the amount required under the CityCenter completion guarantee not meet expectations, it may be necessary for the Company to seek additional financing or explore the sale of non-core assets to satisfy the September 2010 senior note maturity. A full-text copy of MGM MIRAGE's quarterly report is available at no charge at http://ResearchArchives.com/t/s?48a6 About the Mashantucket Pequot The Mashantucket Pequots are an Eastern Woodland people with its traditional homelands in Southeastern Connecticut having endured centuries of conflict, survival and continuity on and around one of America's oldest Indian reservations, established in 1666. The Mashantucket Pequot Tribal Nation owns one of the largest resort casino in the world, Foxwoods Resort Casino -- http://www.foxwoods.com/,along with several other economic ventures including the Lake of Isles Golf Course -- http://www.lakeofisles.com/-- a joint-venture partnership establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and Foxwoods Development Company dedicated to world-class resort development throughout the United States and Caribbean. The Tribe employs approximately 10,000 people and, through its slot contribution agreement, it has contributed nearly $3 billion to the State of Connecticut since January 1993. * * * Moody's previous rating action was on August 26, 2009, when the Tribe's Corporate Family Rating was lowered to Caa2 from B1 and all of its ratings were placed on review for possible downgrade. About MGM MIRAGE Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) -- http://www.mgmmirage.com/-- owns and operates 16 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, New Jersey, Illinois and Macau. CityCenter, an urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. MGM MIRAGE Hospitality has entered into management agreements for future casino and non-casino resorts throughout the world. At September 30, 2009, MGM MIRAGE had $21.7 billion in total assets against total current liabilities of $1.15 billion, deferred income taxes of $3.14 billion, long-term debt of $12.9 billion, other long-term obligations of $221.70 million; resulting in stockholders' equity of $4.29 billion. * * * 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. MICHAELS STORES: Maturity of $1-Bil. B-2 Term Loans Extended ------------------------------------------------------------ Michaels Stores, Inc., on November 5, 2009, entered into a Fourth Amendment to Credit Agreement to the Company's $2.4 billion senior secured term loan facility with Deutsche Bank AG New York Branch, as administrative agent, and the other lenders party thereto. The Fourth Amendment amends the Term Loan Credit Facility to allow for an extension of the maturity date for $1.0 billion of existing term loans -- B-2 Term Loans -- to July 31, 2016. As a result of the Fourth Amendment, the applicable margins for the B-2 Term Loans under the Term Loan Credit Facility will be 3.50 % with respect to base rate borrowings and 4.50 % with respect to LIBOR borrowings. The B-2 Term Loans are subject to (i) a springing maturity date of July 31, 2014 unless either (x) the Company's 10% Senior Notes due 2014 are refinanced 91 days prior to the maturity of such Senior Notes or (y) the Company can meet a leverage covenant of 3.25x; and (ii) a minimum increase in effective yield of 0.25% in connection with future extensions. Additionally, for the B-2 Term Loans one- and two-month LIBOR options have been eliminated. A full-text copy of the Fourth Amendment to Credit Agreement, dated as of November 5, 2009, to the Credit Agreement, dated as of October 31, 2006, among Michaels Stores, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other lenders named therein, JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A. and Credit Suisse, as co-documentation agents, and Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Banc of America Securities LLC as co-lead arrangers and joint bookrunners, is available at no charge at: http://ResearchArchives.com/t/s?48a7 The Company notes that certain lenders under the Term Loan Credit Facility, as amended, have engaged in, or may in the future engage in, transactions with, and perform services for, the Company and its affiliates in the ordinary course of business. Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. As of August 1, 2009, the Company had $1.675 billion in total assets, and $703 million and $4.549 billion in total long-term liabilities, resulting in $2.874 billion stockholders' deficit. As of August 1, 2009, the Company's cash balance was $36 million. Second quarter debt levels declined $70 million to $3.964 billion compared to $4.034 billion as of the end of second quarter of fiscal 2008. Availability under the revolving credit facility was $526 million. During the quarter, the Company also made a $5.9 million amortization payment on its Senior Secured Term Loan. Michaels Stores continues to carry Moody's Investors Service's Caa1 Corporate Family rating. MODINE MANUFACTURING: Richardson Steps Down as EVP & CFO -------------------------------------------------------- Modine Manufacturing Company said Bradley C. Richardson is resigning from his role as the Company's Executive Vice President -- Corporate Strategy and Chief Financial Officer and as a director of the Company. Mr. Richardson's resignation is effective November 13, 2009. Robert R. Kampstra will assume the responsibilities of the Chief Accounting Officer upon Mr. Richardson's departure. Mr. Kampstra, age 35, is the Company's Vice President and Corporate Controller, a position he has held since May 2008. Prior to that time, Mr. Kampstra served as the Company's Corporate Controller (July 2006 -- May 2008) and Assistant Corporate Controller (March 2006 -- July 2006). Prior to joining the Company, he was Manager of External Reporting and Compliance at School Speciality Inc., a provider of innovative and proprietary products, programs, and services to educators, in Greenville, Wisconsin (March 2004 -- February 2006). Prior to joining School Specialty Inc., Mr. Kampstra worked in positions of increasing responsibility at PricewaterhouseCoopers LLP. "Brad Richardson has been a valued member of our executive team since 2003 and has played an important role in helping guide the strategic transformation of our company," said Thomas A. Burke, President and Chief Executive Officer. "He leaves with our blessing in order to accept a similar position and at the same time fulfill his desire to return to his native Ohio where much of his family still resides. Brad leaves Modine at a time when we are well positioned both strategically and financially to build on our Four-Point Plan and continue our drive for long term, sustainable growth. We thank Brad for his service and wish him and his family our very best on this next chapter in their lives." On November 5, 2009, Modine filed its quarterly report on Form 10-Q for the period ended September 30, 2009. The Company said it expects to remain in compliance with the financial covenants under its debt agreements throughout the remainder of fiscal 2010 based on the adjusted EBITDA recorded during the first and second quarters of fiscal 2010 and the projected financial results for the remainder of fiscal 2010. A full-text copy of the Company's quarterly report is available at no charge at http://ResearchArchives.com/t/s?48a8 Modine on September 15, 2009, entered into (1) a second amendment to its Credit Agreement with JPMorgan Chase Bank, N.A., as Swing Line Lender, as LC Issuer and 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; (2) 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; and (3) 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. 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. On September 18, the Company entered into amendments to 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. This concludes the Troubled Company Reporter's coverage of Modine Manufacturing until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. MORRIS PUBLISHING: Terms of Restructuring Support Agreement ----------------------------------------------------------- Morris Publishing Group, LLC, Morris Publishing Finance Co., and the Company's subsidiaries on October 30, 2009, entered into a Restructuring Support Agreement with the holders of the 7% Senior Subordinated Notes due 2013 representing approximately 72% of the approximately $278,478,000 in aggregate principal amount outstanding of the Old Notes. The Support Agreement incorporates and supplements the binding restructuring term sheet, dated as of September 23, 2009 and amended on October 15, 2009, October 23, 2009 and October 27, 2009, by and among the Company and the Consenting Holders. The Support Agreement provides, among other things, for the restructuring of the Old Notes through either (i) an out-of-court exchange offer, if holders of at least 99% of the aggregate principal amount of the outstanding Old Notes tender their Old Notes in such exchange offer, or (ii) a pre-packaged plan of reorganization under chapter 11 of title 11 of the United States Code, if the Prepackaged Plan is approved by holders of Old Notes representing at least two-thirds in principal amount and more than one-half in number of those who vote to accept or reject the Prepackaged Plan and is confirmed by a final order of the Bankruptcy Court. Pursuant to the Restructuring, the holders of the Old Notes would exchange their Old Notes (including any accrued and unpaid interest) for their pro rata share of $100,000,000 principal amount of new second-lien secured notes immediately upon the effective date of either (i) the Exchange Offer, or (ii) the Prepackaged Plan. Upon consummation of the Restructuring, $110,000,000 of MPG's existing $136,500,000 of senior debt will be satisfied or contributed to capital by affiliates of MPG. The New Notes will bear interest of at least 10% per annum but could bear interest up to 15% per annum until MPG repays its remaining senior debt, and a portion of any interest may be paid- in-kind (PIK). The New Notes will have a maturity of four and one half years from the Effective Date. The Company has agreed to solicit votes from the holders of the Old Notes to accept the Prepackaged Plan concurrently with the Exchange Offer. Pursuant to the Support Agreement, the Consenting Holders have agreed, among other things: -- to timely vote to accept the Prepackaged Plan and not to revoke any such vote unless and until the Support Agreement is terminated in accordance with its terms; -- to timely vote against and not consent to or otherwise directly or indirectly support, any restructuring or reorganization of the Company other than the Exchange Offer and the Prepackaged Plan; -- if chapter 11 cases have been commenced in accordance with the Support Agreement, not to directly or indirectly seek, solicit, support, or encourage the termination or modification of the Company's exclusive period for the filing of any plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company, or take any other action that could prevent, interfere with, delay or impede the implementation or consummation of the Restructuring; and -- to consent to an amendment to the indenture governing the Old Notes. Pursuant to the Support Agreement, the Company has agreed, among other things: -- if the minimum tender condition, which requires at least 99% of the aggregate principal amount of the outstanding Old Notes to have been validly tendered and not withdrawn in the Exchange Offer, has not been satisfied by the Exchange Offer's expiration date, as it may be extended: * to commence chapter 11 cases within seven calendar days after the conclusion of the solicitation of acceptances of the Prepackaged Plan; * to obtain, in accordance with the terms of the Support Agreement, the approval of a disclosure statement and the confirmation of the Prepackaged Plan from the Bankruptcy Court not later than 5:00 pm Eastern time on the date that is 30 calendar days after the commencement of the chapter 11 cases, subject to the schedule of the Bankruptcy Court; and * to consummate the Prepackaged Plan not later than 5:00 pm Eastern time on the date that is 11 calendar days after the date on which the Prepackaged Plan is confirmed by the Bankruptcy Court; * not to withdraw or revoke the Exchange Offer or the Prepackaged Plan or publicly announce the Company's intention not to pursue the Restructuring; -- not to propose, support, assist, engage in negotiations in connection with or participate in the formulation of, any restructuring or reorganization of the Company other than the Restructuring prior to the consummation of the Restructuring; -- to pay for certain fees and expenses of the legal and financial advisors for the ad hoc committee of certain Consenting Holders; -- to limit the Company's ability to take certain actions, including issuing securities, hiring additional employees, making capital expenditures and incurring indebtedness prior to the consummation of the Restructuring; -- to have certain amounts of cash on hand when the Restructuring is consummated; -- with respect to the Credit Agreement, by and among the Company, Morris Communications Company, LLC, the lenders party thereto and Tranche Manager, LLC, as administrative agent, * that the aggregate outstanding balance on the Tranche A term loan will not exceed $19,700,000 at any time, and that the aggregate outstanding balance of the Tranche B term loan will not exceed $6,800,000 (plus accrued paid -in-kind interest) at any time; * that the Tranche A term loan will not be held by an affiliate of the Company at any time; * not to make certain amendments to the Credit Agreement; and * on or prior to 150 days from the consummation of the Restructuring, to refinance the Tranche A term loan, and that the Company may, at its option, refinance the Tranche B term loan, in each case with a term loan and/or revolver that is provided by an unaffiliated commercial bank and not by an affiliate of the Company and that complies with certain terms and conditions outlined in the Support Agreement. If the Tranche B term loan is not refinanced on or prior to 150 days from the consummation of the Restructuring, the Tranche B term loan will mature four and one half years from the date the New Notes are issued and will only be capable of amortization or repayment on a pro rata basis with the New Notes; -- if the minimum tender condition, which requires at least 99% of the aggregate principal amount of the outstanding Old Notes have been validly tendered and not withdrawn in the Exchange Offer, has been satisfied, to consummate the Exchange Offer within three business days after the expiration date of the Exchange Offer, as it may be extended; -- to allow holders of the New Notes to appoint a non-voting observer to each of the Company's board of directors so long as any New Notes remain outstanding; -- to make certain amendments to the Company's tax consolidation agreement within 15 business days of commencing the Exchange Offer; -- to make certain amendments to the Company's management and services agreement that will become effective upon the consummation of the Restructuring; and -- to enter into deposit account control agreements to perfect the security interest granted under the New Notes with respect to each deposit account that is or will be in place for the benefit of the Company's lenders under the Credit Agreement on or prior to the consummation of the Restructuring. Pursuant to the Support Agreement, the Company may enter into a first-lien secured working capital facility with an aggregate maximum principal amount not to exceed $10,000,000, provided that any Working Capital Facility permits (1) the payment of interest on the New Notes at all times (other than when an event of default under the Working Capital Facility shall have occurred and be continuing), and (2) the amortization of the New Notes when there is no outstanding balance on the Working Capital Facility. As a condition to obtaining the Working Capital Facility, the Company is required to use available cash to amortize the Tranche A term loan (or the refinanced debt, if applicable). Subject to earlier termination, the Support Agreement will automatically terminate upon the earlier of the consummation of the Restructuring and September 30, 2010. Morris Publishing is represented by: Hull, Towill, Norman, Barrett & Salley, P.C. 801 Broad Street, 7th Floor Augusta, Georgia 30901 Fax: (706) 722-9779 Attn: Mark S. Burgreen, Esq. e-mail: msburgreen@hullfirm.com -- and -- Neal Gerber Eisenberg, LLP Two North LaSalle Street, Suite 1700 Chicago, Illinois 60602 Fax: (312) 269-1747 Attn: Mark A. Berkoff, Esq. Nicholas M. Miller, Esq. e-mail: mberkoff@ngelaw.com e-mail: nmiller@ngelaw.com Notices to a Consenting Holder must be sent to: Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York 10038 Fax: (212) 806-6006 Attn: Kristopher M. Hansen, Esq. Brett Lawrence, Esq. e-mail: khansen@stroock.com e-mail: blawrence@stroock.com A full-text copy of the RESTRUCTURING SUPPORT AGREEMENT, DATED AS OF OCTOBER 30, 2009, is available at no charge at http://ResearchArchives.com/t/s?48b9 About Morris Publishing Morris Publishing Group, LLC -- http://www.morrisrestructures.com/ -- is a privately held media company based in Augusta, Ga. Morris Publishing currently owns and operates 13 daily newspapers as well as nondaily newspapers, city magazines and free community publications in the Southeast, Midwest, Southwest and Alaska. NAVISTAR INT'L: OppenheimerFunds Discloses 11.65% Equity Stake -------------------------------------------------------------- OppenheimerFunds, Inc., reports having beneficially ownership of 8,248,640 shares or 11.65% of the common stock of Navistar International Corporation as of October 31, 2009. Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. At July 31, 2009, the Company had $9.38 billion in total assets and $10.66 billion in total liabilities, resulting in $1.35 billion in stockholders' deficit. Navistar reported $9.65 billion in total assets and $11.09 billion in total liabilities as of April 30, 2009, resulting in $1.44 billion in stockholders' deficit. * * * Navistar continues to carry Standard & Poor's Ratings Services' 'BB-' corporate credit ratings and 'BB-' issue-level rating. Navistar caries Moody's Investors Service's 'B1' Corporate Family Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade Liquidity rating. NAVISTAR INT'L: Closes Sale of 8.25% Notes and 3.00% Notes ---------------------------------------------------------- Navistar International Corporation reports that on October 28, 2009, it completed the sale of $1,000,000,000 aggregate principal amount of its 8.25% Senior Notes due 2021 pursuant to the terms of the underwriting agreement dated October 22, 2009, among the Company, Navistar, Inc., as Guarantor, and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of several underwriters. The Senior Underwriting Agreement contains customary representations, warranties and covenants. Under the terms of the Senior Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. The Senior Notes were issued under an indenture, dated October 28, 2009, among the Company, the Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Senior Indenture, and the form of Senior Notes, provide, among other things, that the Senior Notes will be senior unsecured obligations of the Company. Interest is payable on the Senior Notes on May 1 and November 1 of each year beginning on May 1, 2010 until their maturity date of November 1, 2021. The terms of the Senior Indenture, among other things, limit, in certain circumstances, the ability of the Company to: make restricted payments; incur additional debt and issue preferred or disqualified stock; create liens; create or permit to exist restrictions on its ability or the ability of its restricted subsidiaries to make certain payments or distributions; engage in sale-leaseback transactions; engage in mergers or consolidations or transfer all or substantially all of its assets; designate restricted and unrestricted subsidiaries; make certain dispositions and transfers of assets; place limitations on the ability of its restricted subsidiaries to make distributions; enter into transactions with affiliates; and guarantee indebtedness. On October 28, 2009, the Company completed the sale of $550,000,000 aggregate principal amount of 3.00% senior subordinated convertible notes due 2014 pursuant to the terms of the underwriting agreement dated October 22, among the Company and the Underwriters. The Convertible Underwriting Agreement contains customary representations, warranties and covenants. Under the terms of the Convertible Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities. In accordance with the Convertible Underwriting Agreement, the Underwriters may also purchase up to an additional $75,000,000 principal amount of the Convertible Notes at the public offering price, less underwriting discounts and commissions, to cover over- allotments, if any, within the 13-day period from the date of the original issuance of the Convertible Notes. The Convertible Notes were issued under an Indenture, dated October 28, 2009, among the Company and the Trustee. The Convertible Indenture, and the form of Convertible Notes, provide, among other things, that the Convertible Notes will be senior subordinated unsecured obligations of the Company. Interest is payable on the Convertible Notes on April 15 and October 15 of each year beginning on April 15, 2010 until their maturity date of October 15, 2014. On November 2, Daniel C. Ustian, Chairman, Navistar's President and Chief Executive Officer, discussed business opportunities and other matters related to the Company during the 33rd Annual Gabelli & Company Auto Aftermarket Symposium in Las Vegas. Copies of the slides containing financial and operating information used as part of the web cast are available at no charge at: http://ResearchArchives.com/t/s?48a9 Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. At July 31, 2009, the Company had $9.38 billion in total assets and $10.66 billion in total liabilities, resulting in $1.35 billion in stockholders' deficit. Navistar reported $9.65 billion in total assets and $11.09 billion in total liabilities as of April 30, 2009, resulting in $1.44 billion in stockholders' deficit. * * * Navistar continues to carry Standard & Poor's Ratings Services' 'BB-' corporate credit ratings and 'BB-' issue-level rating. Navistar caries Moody's Investors Service's 'B1' Corporate Family Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade Liquidity rating. NEW CEDAR: Court Approves Broege Neumann as Bankruptcy Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized New Cedar Holdings, LLC to employ Broege, Neumann, Fischer & Shaver as counsel. Broege Neumann will, among other things: a) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code; b) advise the Debtor as to its duties as a debtor-in-possession under the Bankruptcy Code, including, without limitation, the obligation to open DIP bank accounts, file monthly operating reports with the Bankruptcy Court and the Office of the U.S. Trustee, pay quarterly fees to the U.S. Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all post-petition taxes when due and file timely returns therefor, neither hire nor pay any professional without prior authorization of the Bankruptcy Court, neither sell nor dispose of any assets outside the ordinary course of business without prior authorization of the Bankruptcy Court; c) represent the Debtor at the Section 341(a) hearing and at any meetings between the Debtor and creditors or creditors committees. The hourly rates of Broege Neumann's personnel are: Timothy P. Neumann $450 Peter J. Broege $400 Frank Fischer $325 David E. Shaver $325 Danielle Maschuci $300 Paralegals $90 To the best of the Debtor's knowledge, Broege Neumann is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Broege, Neumann, Fischer & Shaver 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 About New Cedar Holdings Lakewood, New Jersey-based New Cedar Holdings, LLC filed for Chapter 11 on Oct. 27, 2009 (Bankr. D. N.J. Case No. 09-38636.) The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. NORAM SEATING: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Noram Seating Corporation aka Noram Seating, Inc. 18 Market Street Union City, PA 16438 Bankruptcy Case No.: 09-12047 Chapter 11 Petition Date: November 4, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Erie) Debtor's Counsel: Thomas James Minarcik, Esq. 150 East Eighth Street Erie, PA 16501 Tel: (814) 456-4000 Email: tjminarcik@elderkinlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 A full-text copy of the Debtor's petition, including a list of its 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/pawb09-12047.pdf The petition was signed by Gus Scordas, president of the Company. NORTHERN 120 LLC: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Northern 120, LLC 2222 W. Pinnacle Peak Road, Suite 240 Phoenix, AZ 85027 Case No.: 09-28417 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen Jr. Debtor's Counsel: Mark W. Roth, Esq. Polsinelli Shughart P.C. 3636 N. Central Avenue, Suite 1200 Phoenix, AZ 85012 Tel: (602) 650-2012 Fax: (602) 926.8562 Email: mroth@polsinelli.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its 20 largest unsecured creditors when it filed its petition. NRG ENERGY: Bank Debt Trades at 8% Off in Secondary Market ---------------------------------------------------------- Participations in a syndicated loan under which NRG Energy, Inc., is a borrower traded in the secondary market at 92.31 cents-on- the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.55 percentage points from the previous week, The Journal relates. The debt matures on Feb. 1, 2013. The Company pays 175 basis points above LIBOR to borrow under the loan facility and it carries Moody's Baa3 rating and Standard & Poor's BB+ rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Headquartered in Princeton, NRG Energy, Inc., owns approximately 24,000 megawatts of generating facilities, primarily in Texas and the northeast, south central and western regions of the US. NRG also owns generating facilities in Australia and Germany. NTK HOLDINGS: Proposes Blackstone as Fin'l Advisors --------------------------------------------------- Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, NTK Holdings Inc. and its units seek the Court's permission to employ Blackstone Advisory Services L.P. as their financial advisor nunc pro tunc to the Petition Date in accordance with the terms of (i) a letter agreement between the parties, dated as of June 17, 2009, and (ii) an Indemnification Agreement, dated as of June 17, 2009. The Debtors have faced a number of challenges, which, taken together, have had a negative impact on the Debtors' liquidity and overall financial performance, thereby necessitating the commencement of these cases. To address this growing liquidity crisis, the Debtors retained Blackstone to provide financial advisory services in connection with a possible restructuring of certain liabilities of the Debtors and their non-debtor affiliates "Nortek" and to assist in analyzing, structuring, negotiating and effecting a "Restructuring" pursuant to the terms of the Letter Agreement. Timothy R. Coleman, senior managing director and co-head of Blackstone's Restructuring Group, will lead all of the day-to-day aspects of the assignment in the Debtors' Cases. Mr. Coleman will be working with Mark Buschmann, the managing director of Blackstone's Restructuring Group. Blackstone professionals -- Jonathan Kaufinan, Associate and Matthew Ross, Analyst -- will work on the Nortek engagement in addition to Messrs. Coleman and Buschmann. Additional staff will be provided as needed. Nortek has negotiated the terms of the Letter Agreement, which sets forth the services that Blackstone will provide to Nortek as well as the manner in which Blackstone will be paid for those services. Blackstone will provide these services on a going- forward basis: (a) Assist in the evaluation of Nortek's businesses and prospects; (b) Assist in the development of Nortek's long-term business plan and related financial projections; (c) Assist in the development of financial data and presentations to Nortek's board, various creditors and other third parties; (d) Analyze Nortek's financial liquidity and evaluate alternatives to improve the liquidity; (e) Analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; (f) Provide strategic advice with regard to restructuring or refinancing Nortek's Obligations; (g) Evaluate Nortek's debt capacity and alternative capital structures; (h) Participate in negotiations among Nortek and its creditors, suppliers, lessors and other interested parties; (i) Value securities offered by Nortek in connection with a Restructuring; (j) Advise Nortek and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; (k) Assist in arranging debtor-in-possession financing for Nortek, as requested; (l) Provide expert witness testimony concerning any of the subjects encompassed by the other financial advisory services; (m) Assist Nortek in preparing marketing materials in conjunction with a possible Transaction; (n) Assist Nortek in identifying potential buyers or parties in interest to a Transaction and assist in the due diligence process; (o) Assist and advise Nortek concerning the terms, conditions and impact of any proposed Transaction; and (p) Provide other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring or a Transaction, as requested and mutually agreed. The Debtors will pay and reimburse Blackstone for fees and out- of-pocket expenses it incurred while performing the services in the Debtors' Chapter 11 cases. As of June 17, 2009, and pursuant to the Letter Agreement, Blackstone was retained by Nortek on a prepetition basis to represent Nortek in its restructuring and reorganization efforts. In connection with the Prepetition Assignment, Blackstone was paid, upon executing the Letter Agreement a fee of $441,666; monthly advisory fees of $1,250,000 for the period of June 17 through November 16, 2009; a Restructuring Fee of $8,250,000; and a $25,000 expense advance. As of the Petition Date, Blackstone has earned an Execution Fee in the amount of $441,666; Monthly Fees aggregating $1,040,322; and a Restructuring Fee of $8,250,000 for advisory services rendered on behalf of the Debtors during the Prepetition Assignment. Further, Blackstone has recognized out-of-pocket expenses incurred in connection with its Prepetition Assignment totaling $26,882. Blackstone will apply the net unearned Monthly Fees in the amount of $209,677 first against the amount by which out-of-pocket expenses incurred by Blackstone during the Prepetition Assignment exceed the Expense Advance, with the balance of the net unearned Monthly Fees to be applied against monthly advisory fees earned and out-of-pocket expenses incurred by Blackstone postpetition. Mr. Coleman assures the Court that Blackstone is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by Section 327(a), and does not hold or represent an interest adverse to the Debtors' estates. Mr. Coleman adds that his firm has no material connection with the Debtors, their creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee for the District of Delaware or any person employed by the office of the U.S. Trustee. Blackstone Advisory Services L.P. is located at 345 Park Avenue, in New York, and can be reached at telephone no. (212) 583 5000. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc. and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Proposes Claims Settlement Procedures --------------------------------------------------- Before the Petition Date, in the ordinary course of their business, NTK Holdings Inc.'s management team, with the assistance of in-house and outside counsel, would investigate, evaluate and attempt to resolve claims or potential causes of action asserted by or against them. Depending upon the specific facts and the risks involved in engaging in litigation with respect to the claims, the Debtors would make appropriate offers to settle the claims. By this motion, the Debtors seek the Court's authority to settle certain claims against their Chapter 11 estates pursuant to a certain settlement procedures. The Debtors propose to settle these claims in a manner substantially consistent with their prepetition practices in settling the claims and without the need for obtaining Court approval of certain settlements on a case-by-case basis. In negotiating and achieving the settlements, the Debtors would be guided by several factors, including the likelihood of the Debtors succeeding in their defense against or prosecution of the claims and the estimated costs they would incur in litigating or otherwise resolving the claims. The Debtors believe that the authority requested would enable them to efficiently and economically settle numerous claims against their estates, and thus limit their potential liability on those claims. By settling claims in this fashion, the Debtors believe they will significantly reduce the postpetition costs incurred in resolving the claims, with corresponding benefits to their estates and creditors. As of the Petition Date and in the ordinary course of business, the Debtors were involved in numerous lawsuits with numerous counterparties. In addition, the Debtors have had and expect to continue to have various other claims asserted against their estates. Based upon the Debtors' historical experience with similar disputes, the Debtors believe they could settle many of the Litigation Claims and General Claims for amounts that are more favorable than those that might be obtained if the respective Litigation Claims and General Claims are further pursued. Accordingly, the Debtors seek authority to settle the Litigation Claims and General Claims under the terms and conditions: (a) Without further order of the Court or notice to or approval of the Ad Hoc Committee or any other party, the Debtors may enter into a compromise and settlement of any Litigation Claim or General Claim for a cash payment or other form of value to a claimant not to exceed $250,000 per unrelated dispute, exclusive of payments made by insurance providers; (b) For settlements of Litigation Claims or General Claims where the proposed cash payment or other form of value to a claimant is greater than $250,000 but less than $2,000,000 per unrelated dispute, exclusive of payments made by insurance providers, the Debtors will submit the proposed settlement to the U.S. Trustee and the attorneys for the Ad Hoc Committee and any statutory committee appointed in the Chapter 11 cases. The Reviewing Parties will have seven business days after service of the Settlement Summary to notify the Debtors that they object to the settlement. In the event that any Reviewing Party notifies the Debtors of an objection to the settlement set forth in the Settlement Summary, the Debtors may (i) seek to renegotiate the proposed settlement and may submit a revised Settlement Summary, (ii) file a motion with the Court seeking approval of the proposed settlement on an expedited basis, or (iii) decline to proceed with the proposed settlement. If no Reviewing Party notifies the Debtors of an objection to the proposed settlement, then the Debtors will be deemed, without further order of the Court, to be authorized by the Court to enter into an agreement to settle the respective Litigation Claim or General Claim at issue on terms no less favorable than those provided in the Settlement Summary previously submitted to the Reviewing Parties; and (c) The Debtors will be required to file a motion with the Court, requesting approval of the compromise and settlement under Rule 9019, to settle a Litigation Claim or General Claim where the proposed cash payment, or other form of value, to a claimant is greater than $2,000,000 per unrelated dispute, exclusive of payments made by insurance providers. For any compromise or settlement of Insider Claims, the Debtors will be required to file a motion with the Court requesting approval of such compromise and settlement under Rule 9019. Moreover, the Debtors will file with the Court under seal a quarterly report beginning 90 days after the date of an order granting the request, listing reports of all settlements of claims into which the Debtors have entered during the quarter pursuant to the authority requested in the Motion. Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York, tells the Court that absent the relief requested in the Motion, the Debtors would be required to seek specific Court approval for each individual compromise and settlement into which they wish to enter. Given the number of claims that the Debtors believe can be settled for relatively moderate amounts, the Debtors believe holding individual hearings, filing individual pleadings with respect to each proposed settlement, and sending notice of each compromise and settlement to every party entitled to receive notice in the Cases would be an expensive, cumbersome and highly inefficient way to resolve many of the disputed claims. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc. and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Proposes Richards Layton as Co-Counsel ---------------------------------------------------- NTK Holdings Inc. and its units seek the Court's authority to employ Richards, Layton & Finger, P.A., as their bankruptcy co- counsel nunc pro tunc to the Petition Date. The Debtors request that the Court approve the employment of RL&F under an evergreen retainer nunc pro tunc to the Petition Date to perform the extensive legal services that have been and will be necessary during their Chapter 11 cases. Due to the extensive legal services that will be necessary during the Chapter 11 Cases, the Debtors tell the Court that it is also essential to employ RL&F as co-counsel. Moreover, pursuant to Rules 9010-1(c) and 9010-1(d) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware, the Debtors are required to retain Delaware counsel. Richard L. Bready, chief executive officer of NTK Holdings, Inc., relates that the services of RL&F under the evergreen retainer are necessary to enable the Debtors to execute their duties as debtors-in-possession. Subject to further order of the Court, RL&F will: (a) advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the Chapter 11 cases. The Debtors will pay and reimburse RL&F for fees and out-of- pocket expenses it incurred while rendering the services in the Debtors' Chapter 11 cases. The principal professionals designated to represent the Debtors and their current standard hourly rates are: Professional Hourly Rate ------------ ----------- Mark D. Collins $675 Paul N. Heath $525 Chun 1. Jang $300 Drew G. Sloan $255 Marisa DeCarli $195 Prior to the Petition Date, the Debtors paid RL&F a total retainer of $150,000 in connection with and in contemplation of the Debtors' Chapter 11 filings. The Debtors assert that these types of retainer agreements reflect normal business terms in the marketplace. Mark D. Collins, Esq., director of Richards, Layton & Finger, P.A., believes that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). Richards, Layton & Finger, P.A. is located at One Rodney Square, 920 North King Street, in Wilmington, Delaware, and can be reach at telephone no. (302) 651-7700. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc. and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). NTK HOLDINGS: Proposes Weil Gotshal as Lead Counsel --------------------------------------------------- NTK Holdings Inc. and its units seek the Court's authority to employ Weil, Gotshal & Manges LLP, as their attorneys, nunc pro tunc to the Petition Date, to perform extensive legal services during their Chapter 11 cases. Richard L. Bready, chief executive officer of NTK Holdings, Inc., tells the Court that the services of WG&M under a general retainer are appropriate and necessary to enable the Debtors to faithfully execute the Debtors' duties as debtors and debtors-in- possession and to implement the contemplated restructuring and reorganization of the Debtors. As attorneys, WG&M will: (a) take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (c) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement and all related documents, and further actions as may be required in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 cases. The Debtors will pay and reimburse WG&M for fees and out-of- pocket expenses it incurred while performing the services in the Debtors' Chapter 11 cases. WG&M's current customary hourly rates are: Professional Hourly Rate ------------ ----------- Members and counsel $650 - $950 Associates $355 - $595 Paraprofessionals $155 - $290 During the 12-month period before the Petition Date, WG&M received from the Debtors $3,301,239 for professional services performed and for expenses incurred as advance payments to cover an estimate of charges for the period from April of 2009 through the time of the commencement of the Chapter 11 Cases. WG&M has used the advance payments to credit the Debtors' account for WG&M's estimated charges for professional services performed and expenses incurred up to the time of the commencement of the Cases and has reduced the balance of the credit available to the Debtors by the amount of the charges. As of October 21, 2009, WG&M has a remaining credit balance in favor of the Debtors for future professional services to be performed, and expenses to be incurred, in the approximate amount of $468,104. Gary T. Holtzer, Esq., a member of Weil, Gotshal & Manges LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). The Debtors have been informed that WG&M will conduct an ongoing review of its files to ensure that no disqualifying circumstances arise, and if any new relevant facts or relationships are discovered, WG&M will promptly supplement its disclosure to the Court. Weil, Gotshal & Manges LLP has a principal office located at 767 Fifth Avenue, in New York. The office can be reach at telephone no. (212) 310-8000. About NTK Holdings NTK Holdings Inc., the parent company of Nortek Holdings and Nortek Inc., is a diversified global manufacturer of branded residential and commercial ventilation, HVAC and home technology convenience and security products. NTK Holdings and Nortek offer a broad array of products including range hoods, bath fans, indoor air quality systems, medicine cabinets and central vacuums, heating and air conditioning systems, and home technology offerings, including audio, video, access control, security and other products. As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and Nortek, Inc., entered into a restructuring and lockup agreement with bondholders to effectuate a comprehensive restructuring of the Company's debt under Chapter 11. When concluded, the Agreement will eliminate approximately $1.3 billion in total indebtednes by, among other things, exchanging debt to bondholders for equity in the Company. NTK Holdings Inc., together with affiliates, including Nortek International, Inc. and Nortek Holdings, Inc., filed for Chapter 11 with a prepackaged plan accepted by all impaired creditors on October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company has tapped Blackstone Group and Weil, Gotshal & Manges to aid in its restructuring effort. Mark D. Collins, Esq., at Richards Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy Solutions is claims and notice agent. An Ad Hoc Committee of Nortek noteholders is being represented by Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq., at Moelis & Company. NTK Holdings and its units have assets of $1,655,200,000, against debts of $2,778,100,000 as of July 4, 2009. Bankruptcy Creditors' Service, Inc., publishes NTK Holdings Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and their affiliates (http://bankrupt.com/newsstand/or 215/945-7000). ORLEANS HOMEBUILDERS: Jeff Orleans Appointed as President --------------------------------------------------------- Benjamin D. Goldman, Vice Chairman and Director of Orleans Homebuilders, Inc., reports that on October 29, 2009, Jeffrey P. Orleans, 63, was appointed President of the Company to serve as President at the discretion of the Board of Directors. Mr. Orleans has been a director of the Company since 1983 and has served as the Company's Chairman of the Board and Chief Executive Officer since 1986. During fiscal year 2003 the Company entered into two separate ten year leases for the rental of office space with a company that is controlled by Mr. Orleans. The Company took possession of the leased premises and the lease term began in May 2004. The annual rental for the leased office space is $112,000 and escalates to $128,000 after the fifth year of the lease. The Company is also responsible for the payment of its pro rata share of common area maintenance costs. The Company places some of its corporate insurance through A.P. Orleans Insurance Agency, Inc., of which Mr. Orleans is the sole stockholder. The Company also uses A.P. Orleans Insurance Agency, Inc., to purchase surety bonds that the Company is required to maintain with various municipalities as part of its ongoing operations as a developer on specific projects in those municipalities. The Company paid premiums and fees associated with insurance policies and surety bonds provided by the entity controlled by Mr. Orleans of $422,000, $1,622,000 and $2,013,000, which includes amounts paid to unrelated insurance companies for such policies, during fiscal years 2009, 2008, and 2007, respectively. The Company owned fractional interests in an aircraft, all of which were sold or otherwise disposed of in or before May 2009. Mr. Orleans was given access to Company-owned aircraft for personal use. Mr. Orleans was, however, required to reimburse the Company for the incremental costs associated with such personal use. During the fiscal year ended June 30, 2008, the Company discovered that it had overcharged Mr. Orleans for his personal use of the Company plane during the fiscal years ended June 30, 2007, 2006 and 2005. The overcharge occurred due to the Company charging Mr. Orleans based on the full absorption method rather than based on aggregate incremental costs. The Company reimbursed Mr. Orleans $1,114,494 for the overcharges in Fiscal 2005, Fiscal 2006 and Fiscal 2007. The reimbursement of this amount was approved by the Compensation Committee on August 28, 2008 and Mr. Orleans was reimbursed subsequent to year end. Mr. Orleans reimbursed the Company the net amounts of $45,123, $68,099 and $300,618 for his personal use of Company-owned aircraft in fiscal years 2009, 2008 and 2007, respectively. The Company no longer owns any fractional interests in aircraft. 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. ORLEANS HOMEBUILDERS: Lenders Extend Waiver Through November 30 --------------------------------------------------------------- Orleans Homebuilders, Inc., on November 4, 2009, received a limited waiver and amendment extension letter from Wachovia Bank, National Association, as agent, in connection with the Company's Second Amended and Restated Revolving Credit Loan Agreement by and among the Company, its wholly owned subsidiary, Greenwood Financial, Inc., certain affiliates of Greenwood Financial, Inc., Wachovia Bank, National Association, as administrative agent, and various other lenders dated as of September 30, 2008. The Limited Waiver and Amendment Extension Letter is effective as of October 30, 2009. Subject to certain conditions, the Limited Waiver and Amendment Extension Letter effectively extends through November 30, 2009 -- subject to earlier termination and the ability of Agent to extend the period of effectiveness through December 20, 2009, provided that certain conditions are satisfied -- certain amendments to the Credit Facility made by the Second Amendment to the Credit Facility and continued by the Third Amendment to the Credit Facility. In addition, the Limited Waiver and Amendment Extension Letter temporarily waives compliance with certain covenants set forth in the Credit Facility. A full-text copy of the Limited Waiver and Amendment Extension Letter is available at no charge at The Agent and the lenders temporarily waived these events of default and anticipated events through November 30, 2009 (subject to the ability of Agent to extend the period of effectiveness through December 20, 2009, provided that certain conditions are satisfied): -- The Company and the borrowers under the Credit Facility are in default under the Credit Facility as of October 31, 2009 due to OHI Financing, Inc.'s failure to make the September 30, 2009 interest payment due under the $30 million issue of trust preferred securities (which constitutes an event of default under the trust preferred securities); -- The Obligors anticipate that an event of default will occur under the Credit Facility as of December 1, 2009 due to OHI Financing, Inc.'s anticipated failure to make the October 30, 2009 interest payment under the 1% junior subordinated notes issued in August 2009 in exchange for certain outstanding trust preferred securities (which constitutes an event of default under the 1% junior subordinated notes); -- The events of defaults under the Credit Facility which are anticipated, or have occurred, as a result of: * Failure to pay the first additional fee as required by the Credit Facility (estimated to be approximately $13.7 million) on October 31, 2009; * Failure to deliver borrowing base certificates which do not include any of the following temporary liquidity enhancements to the borrowing base implemented by the Second Amendment and Third Amendment: (i) subtraction from the calculation of Borrowing Base Availability of up to $5.1 million of financial letters of credit; (ii) continued inclusion in the borrowing base of certain parcels of real property known as the "Ewing Tracts"; (iii) adjustments to the category limitation percentages applicable to the determination of the net borrowing base availability; and (iv) appraised value of certain borrowing base assets determined on the basis of appraisals received and finalized before June 8, 2009; * Failure to deliver to Lenders: (i) audited annual financial statements of the Company by October 31, 2009; (ii) a comparison of actual results to budgeted results by October 31, 2009; and (iii) unaudited management- prepared quarterly financial statements of the Company by November 15, 2009; and * Failure to maintain liquidity of $10 million or more, which would result in a default five days after the occurrence of such event. Initially, the extension period during which the limited waiver is effective runs through November 30, 2009. The waiver and extension period may, however, be extended through December 20, 2009 -- the maturity date of the Credit Facility -- by the Agent if the Agent and the Company have reached a mutual agreement in principle on a terms sheet containing the significant terms and conditions for amending and restating the Credit Facility and no event of default has occurred under the Credit Facility (other than those waived in the Limited Waiver and Amendment Extension). The waiver and amendment extension period will, however, end immediately if: -- A creditor of any Obligor exercises or commences any enforcement actions against any Obligor (including without limitation, the acceleration of the debt outstanding pursuant to the $30 million issue of trust preferred securities) as a result of the OHI Financing Inc.'s failure to make the September 30, 2009 payment due under the trust preferred securities or the October 30, 2009 payment due under the junior subordinated notes; -- In the reasonable judgment of Agent, Obligors and Agent fail to reach a mutual agreement in principal on a term sheet containing the significant terms and conditions for amending and restating the Credit Facility, subject to completion of due diligence, on or prior to November 5, 2009 which has been extended by Agent to November 12, 2009 and may be extended further; -- The Company or any of its affiliates make any bonus payments, incentive payments or any similar payment to any officer, director, employer or affiliates (other than commission or construction bonus payments to filed personnel in the ordinary course of business) during the waiver and amendment extension period; -- A notice of borrowing for general working capital and corporate purposes fails to provide sufficient detail of the intended use of the advance or if the use is not deemed satisfactory to Agent, but the payment is made over the Agent's objection; -- The Obligors fail to deliver financial statements to Agent on the next business day after they are filed with the Securities and Exchange Commission; or -- The occurrence of any event of default under the Credit Facility or other loan documents, except those events of defaults waived under the Limited Waiver and Amendment Extension Letter. Upon the termination of the waiver and extension period, the events of default described above will immediately constitute events of default under the Credit Facility with no further notice and Agent and the lenders will be able to exercise all of their rights and remedies under the Credit Facility and under applicable law. During the waiver and extension period, the borrowing base and the borrowing base availability calculations relating to borrowing base certificates delivered on or after October 30, 2009 will be made using the modifications to the definition of "Borrowing Base Availability and to Article III of the Credit Facility (Notice of Borrowing; Borrowing Base and Borrowing Base Availability) in the Third Amendment to the Credit Facility notwithstanding that such modifications, by their terms, are otherwise no longer effective. As a result, the liquidity enhancements of contained in the Second Amendment and Third Amendment to the Credit Facility will generally continue to be effective during the waiver and extension period. Notwithstanding the limited waiver and amendment extension, under the Limited Waiver and Amendment Extension Letter, the First Additional Fee of approximately $13.7 million was earned on October 31, 2009. Presently, the Company does not have sufficient liquidity available to pay this fee. The event of default caused by the failure to pay the First Additional Fee is, however, waived during the waiver and amendment extension period, thereby effectively deferring payment of the fee until termination of the waiver and amendment extension period. Furthermore, solely for purposes of certain certifications in any notice of borrowing relating to the tangible net worth covenant in the Credit Facility, the Obligors may make the certifications without giving effect to the accrual of the First Additional Fee. The Limited Waiver and Amendment Extension letter also extended until the end of the waiver and amendment extension period the lenders' consent for the Company to enter into an exchange offer with respect to its outstanding $30 million issue of 8.52% unsecured junior subordinated trust preferred securities issued by the Company's affiliate Orleans Homebuilders Trust I provided that (i) the terms of the exchange offer for those trust preferred securities are substantially similar to, and no less favorable to the Obligors and the lenders, than the terms of exchange of the Company's previously outstanding $75 million issue of trust preferred securities, as determined by the Agent, (ii) the documentation for the exchange offer is in form and substance satisfactory to the Agent, and (iv) no event of default (other than those waived by the Limited Waiver and Amendment Extension Letter), or any condition or event that, after notice or lapse of time or both, would constitute an event of default, has occurred and is continuing as of the effective date of the exchange offer. The Company currently anticipates that the one-month liquidity enhancement provided by the Limited Waiver and Amendment Extension Letter should meet the Company's liquidity needs only up to approximately November 30, 2009. The Company anticipates that without either a Credit Facility maturity extension and other modifications, or an additional amendment to the Credit Facility to increase borrowing base availability on or before November 30, 2009: (i) the net borrowing base availability at that time will be significantly less than the borrowings under the Credit Facility at that time; (ii) the Company will be unable to pay an existing loan fee earned by the lenders without an additional amendment to defer the timing of the payment of such loan fee; (iii) the Company will likely violate the minimum liquidity covenant at some time in or before early December 2009; (iv) the Company will violate certain other covenants under the Credit Facility at that time (or shortly thereafter); and (v) the Company will likely not have sufficient liquidity to continue its normal operations at that time (or shortly thereafter). In addition, the Company may need additional amendments to its Credit Facility for a variety of reasons on or prior to November 30, 2009. But for the Limited Waiver and Amendment Extension Letter, the occurrence of one of more of the events of default or anticipated events of default would allow the lenders to exercise all of their remedies under the Credit Facility, including accelerating payment of the entire amount outstanding under the Credit Facility. As of November 4, 2009, there is approximately $328 million of principal outstanding, plus accrued interest of approximately $1.6 million. The earliest date on which any of the events of default or anticipated events of default under the Credit Facility occurred is October 31, 2009. OHI Financing, Inc., a wholly-owned subsidiary of the Company, did not make the scheduled $639,000 quarterly interest payment due on September 30, 2009, under the 8.52% junior subordinated note underlying the $30 million issue of trust preferred securities during the applicable grace period. As a result, an event of default occurred on October 31, 2009 under the junior subordinated note indenture dated as of September 30, 2005, entitling the trustee or the holders of the trust preferred securities to exercise all of their remedies under such junior subordinated note indenture, including accelerating payment of the outstanding principal and accrued, but unpaid interest, together with a premium of 7.5% of the outstanding principal. Currently, there is $30 million of principal outstanding under the 8.52% junior subordinated note, plus accrued interest of approximately $852,000. The junior subordinated note is guaranteed on a subordinated basis by the Company. Members of the lending syndicate are: * Wachovia Bank, National Association; * Bank of America, N.A.; * Manufacturers and Traders Trust Company; * National City Bank; * FirsTrust Bank; * TD Bank, NA, successor by merger to Commerce Bank, N.A.; * SunTrust Bank; * Regions Bank, successor by merger to Amsouth Bank; and * Comerica Bank A copy of the limited waiver and amendment extension letter is available at no charge at http://ResearchArchives.com/t/s?48b8 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. ORLEANS HOMEBUILDERS: May File 10-K in December, Has NYSE Notice ---------------------------------------------------------------- Orleans Homebuilders, Inc., on November 2, 2009, received a written notice from the NYSE Amex LLC stating that the Company is not in compliance with the Exchange's continuing listing criteria set forth in Sections 134 and 1101 of the NYSE Amex LLC Company Guide because it failed to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and such failure constitutes a material violation of its listing agreement with the Exchange authorizing the Exchange to suspend and, unless prompt corrective action is taken, remove the Company's common stock from the Exchange pursuant to Section 1003(d) of the Company Guide. The Company intends to comply with requirements set forth in the written notice by submitting a plan of compliance to the Exchange by November 16, 2009, advising the Exchange of the actions the Company intends to take to bring the Company into compliance with the applicable provisions of the Company Guide by February 2, 2010. The Company could not timely file its Form 10-K without unreasonable effort or expense. The Company is working as expeditiously as possible to finalize its accounting and related disclosure for the period covered by its Form 10-K and currently expects to file the Form 10-K during the month of December 2009. The Company can, however, offer no assurance that it will file its Form 10-K at or before that 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. OSCIENT PHARMA: Guardian II Can Use Cash Collateral Until Jan. 31 ----------------------------------------------------------------- The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District of Massachusetts, in its third extension order, authorized Guardian II Acquisition Corporation, a debtor-affiliate of Oscient Pharmaceuticals Corporation, to: (i) use cash collateral of Paul Royalty Fund Holdings and U.S. Bank National Association, as trustee and collateral agent for the prepetition second lien noteholders until Jan. 31, 2009; and (ii) grant adequate protection to the prepetition lenders. A hearing on the further use of cash collateral will be held on Jan. 13, 2010, at 11:00 a.m., at the U.S. Bankruptcy court, Worcester, Massachusetts. As reported in the Troubled Company Reporter on July 30, 2009, Guardian told the Court that absent the use of cash collateral, it will have to cease operations immediately, which will significantly reduce the value of Guardian's principal asset, ANTARA. Also, absent the ability to use cash collateral to pay Oscient for postpetition services, Guardian will be unable to continue sales of ANTARA or effect a successful sale of assets or other reorganization. The TCR reported that as adequate protection, Paul Royalty will be granted senior adequate protection liens on all presently owned and hereafter acquired assets of Guardian to the extent of any diminution in value of Paul Royalty's security interests. Paul Royalty will also be granted an allowed superpriority administrative expense claim -- junior only to a carve-out for certain expenses -- pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code. U.S. Bank, as the second lien agent, will be granted junior adequate protection liens on its collateral, to the extent of any diminution in value. It will also have an allowed superpriority administrative expense claim, junior only to the carve-out and Paul Royalty's superpriority claim. About Oscient Pharmaceuticals Based in Waltham, Massachusetts, Oscient Pharmaceuticals Corporation -- http://www.antararx.com/and http://www.factive.com/-- markets two FDA-approved products in the United States: ANTARA(R) (fenofibrate) capsules, a cardiovascular product and FACTIVE(R) (gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic. ANTARA is indicated for the adjunct treatment of hypercholesterolemia (high blood cholesterol) and hypertriglyceridemia (high triglycerides) in combination with diet. FACTIVE is approved for the treatment of acute bacterial exacerbations of chronic bronchitis and community- acquired pneumonia of mild to moderate severity. ANTARA accountsi for over 80% of the Debtors' 2008 revenues. The Debtors also have a late-stage antibiotic candidate, Ramoplanin, for the treatment of Clostridium difficile-associated disease. As of December 31, 2008, the Debtors' audited consolidated financial statements reflected total assets of $174 million and total liabilities of $255 million. Oscient Pharmaceuticals Corporation together with an affiliate filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576). Judge Henry J. Boroff presides over the case. Charles A. Dale III, Esq., at K&L Gates LLP, represents the Debtors. The Debtors also hired Ropes & Gray LLP as special litigation counsel, and Broadpoint Capital Inc. as financial advisor. In its petition, Oscient listed assets ranging from $50,000,001 to $100,000,000, and debts ranging from $100,000,001 to $500,000,000. PAETEC HOLDING: Narrows Q3 2009 Net Loss to $6.52 Million --------------------------------------------------------- PAETEC Holding Corp. narrowed its net loss to $6.52 million for the three months ended September 30, 2009, from a net loss of $355.7 million for the same quarter a year ago. The Company posted a net loss of $26.3 million for the nine months ended September 30, 2009, from a net loss of $373.4 million for the same period a year ago. Total revenue decreased $10.4 million, or 2.6%, to $395.7 million for the 2009 quarter from $406.1 million for the 2008 quarter. The decrease in total revenue was primarily attributable to customer attrition in the non-strategic POTS portion of the business obtained as part of the McLeodUSA acquisition, which attrition accounted for approximately $5.6 million of the decrease, and to a decline in access fee revenue and reciprocal compensation of approximately $4.8 million. Of total revenue for the 2009 quarter, revenue from network services, carrier services and integrated solutions accounted for 79.8%, 16.1% and 4.1%, respectively, compared to 78.7%, 17.3% and 4.0%, respectively, for the 2008 quarter. Total revenue increased $19.9 million, or 1.7%, to $1,190.1 million for the 2009 nine-month period from $1,170.1 million for the 2008 nine-month period, principally because of the inclusion of McLeodUSA's results for the full 2009 nine-month period. Of total revenue for the 2009 nine-month period, revenue from network services, carrier services and integrated solutions accounted for 79.5%, 16.7% and 3.8%, respectively, compared to 78.9%, 17.1% and 4.0%, respectively, for the 2008 nine-month period. At September 30, 2009, the Company had $1.44 billion in total assets against $1.25 billion in total liabilities. On September 30, 2009, the Company paid down $10.0 million in aggregate principal amount of loans outstanding under its revolving credit facility. As of September 30, 2009, loans in an aggregate principal amount of approximately $40.0 million were outstanding under the revolving credit facility. "We are pleased to reaffirm our full year 2009 guidance," said Keith Wilson, PAETEC's chief financial officer. PAETEC's revenue and adjusted EBITDA expectations for the full year 2009 assume, among other matters, that there is no further significant decline in economic conditions and that there are no significant changes in the competitive or regulatory environments. PAETEC's revenue and adjusted EBITDA expectations for full year 2009 are: Revenue $1,575,000,000 to $1,585,000,000 Adjusted EBITDA $245,000,000 to $255,000,000 On November 3, 2009, PAETEC consummated its offer to exchange its outstanding 8-7/8% Senior Secured Notes due 2017, which were sold on June 29, 2009 pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, for an equal aggregate principal amount of its newly issued 8-7/8% Senior Secured Notes due 2017. All of the outstanding senior secured notes, representing an aggregate principal amount of $350 million, were exchanged. PAETEC received no cash proceeds from the issuance of the exchange notes in the exchange offer. The new senior secured notes have terms substantially identical to the terms of the original senior secured notes, except that the offering of the new senior secured notes was registered under the Securities Act, and the transfer restrictions, registration rights and related additional interest terms applicable to the original notes do not apply to the exchange notes. The original notes surrendered in exchange for the exchange notes were retired and cancelled and may not be reissued. Accordingly, the issuance of the exchange notes did not result in any increase in PAETEC's outstanding indebtedness or in the obligations of the guarantors of the notes. The senior secured note exchange offer expired on November 2, 2009. A full-text copy of the Company's quarterly report is available at no charge at http://ResearchArchives.com/t/s?48aa A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48ab About PAETEC Holding PAETEC Holding Corp., through its subsidiaries, provides integrated communications services, including local and long distance voice, data, and broadband Internet access services, primarily to business and institutional customers. On February 8, 2008, PAETEC Holding completed its combination by merger with McLeodUSA Incorporated, which became a wholly owned subsidiary of PAETEC Holding upon completion of the merger. As of June 30, 2009, PAETEC had in service 223,311 digital T1 transmission lines, which represented the equivalent of 5,359,464 access lines, for over 47,000 business customers in a service area encompassing 82 of the country's top 100 metropolitan statistical areas. Effective on June 1, 2009, the Company entered into a Second Amendment and Waiver to its Credit Agreement with its lenders which amends the Credit Agreement, dated as of February 28, 2007, and amended as of June 27, 2007. The Amendment grants the Company the right, at its option and subject to specified conditions, voluntarily to prepay term loans outstanding under its term loan facilities at any time and from time to time during a period beginning on the effective date of the Amendment and ending 18 months after such effective date. The total cash payments to be made by the Company in connection with such voluntary prepayments may not exceed $100,000,000, excluding amounts applied to the payment of accrued and unpaid interest and fees. The Amendment also modifies some of the restrictive covenants in the Credit Agreement primarily to permit the Company to issue senior secured notes and to allow the Company and its subsidiaries to incur indebtedness and related obligations under such notes if specified conditions are satisfied. * * * As reported by the Troubled Company Reporter on June 18, 2009, Standard & Poor's Ratings Services assigned PAETEC Holding's proposed senior secured notes due 2017 an issue-level rating of 'B' (the same as the corporate credit rating) with a recovery rating of '3', indicating expectations for meaningful (50%-70%) recovery in the event of payment default. At the same time, S&P affirmed all other ratings on PAETEC, including the 'B' corporate credit rating. The outlook is stable. Moody's Investors Service assigned a B1 rating to the senior secured note issuance. Moody's affirmed all other ratings, including the SGL-1 liquidity rating. The rating outlook remains stable. PHARMACEUTICAL ALTERNATIVES: Sells Three Rivers to VeriCare ----------------------------------------------------------- CoshoctonTribun.com reports that Three Rivers Infusion & Pharmacy Specialists, a unit of Pharmaceutical Alternatives Inc., was sold to VeriCare Holdings LLC in. According to the report, the sale amount of the business isn't listed in the court documents. The bankruptcy court trustee is authorized to disperse Equity Partners Inc.'s fee, an additional $14,000 to secured creditor Cardinal Health 113 LLC to facilitate the sale, and a storage fee for certain vehicles, not to exceed $5,000, the report says, citing court documents. Pharmaceutical Alternatives Inc filed a Chapter 11 bankruptcy case in the Southern District Court of Ohio in November 2008. Its case was converted to Chapter 7 earlier this year. PREMIER GOLF: Ostronic Faces Felony for Stealing City's Water ------------------------------------------------------------- Marty Ostronic, owner of The Staley Farms Golf Club, was indicted by a grand jury for stealing water from the city of Kansas from 2003 to 2008 in Clay County Circuit Court, according to Kansas City Business Journal. Premier Golf Missouri owns The Staley Frams, which operates a private 18-hole golf course. Kansas City Water Services Department is asking $1.6 million for all five year's worth of unregulated water use, source says. According to the report, Mr. Ostronic faces a Class C felony for stealing, punishable by seven years in prison. His next court appearance is set for Dec. 22, 2009. Wyrsch Hobbs & Mirakian PC represents Mr. Ostronic, the report notes. About Golf Missouri Premier Golf Missouri LLC owner of The Staley Farms Golf Club filed for Chapter 11 bankruptcy on Sept. 17, 2009. The Premier Golf has more than 200 creditors with claims worth $7.78 million, and assets of $7.5 million in real and personal property. Ostronic also owns Premier Golf. PROSPERAN BANK: Closed; Alerus Financial Assumes All Deposits ------------------------------------------------------------- Prosperan Bank, Oakdale, Minnesota, was closed November 6 by the Minnesota Department of Commerce, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Alerus Financial, National Association, Grand Forks, North Dakota, to assume all of the deposits of Prosperan Bank. The three branches of Prosperan Bank will reopen during their normal business hours as branches of Alerus Financial, N.A. Depositors of Prosperan Bank will automatically become depositors of Alerus Financial, N.A. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branches until Alerus Financial, N.A. can fully integrate the deposit records of Prosperan Bank. As of August 31, 2009, Prosperan Bank had total assets of $199.5 million and total deposits of approximately $175.6 million. Alerus Financial, N.A. will pay the FDIC a premium of 1.02 percent to assume all of the deposits of Prosperan Bank. In addition to assuming all of the deposits of the failed bank, Alerus Financial, N.A. agreed to purchase approximately $173.9 million of the failed bank's assets. The FDIC and Alerus Financial, N.A. entered into a loss-share transaction on approximately $173.9 million of Prosperan Bank's assets. Alerus Financial, N.A. will share in the losses on the asset pools covered under the loss-share agreement. The loss- sharing arrangement is projected to maximize returns on the assets covered by keeping them in the private sector. The agreement also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the November 6 transaction can call the FDIC toll-free at 1-800-405-6318. Interested parties can also visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/prosperan.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $60.1 million. Alerus Financial, N.A.'s acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to alternatives. Prosperan Bank is the 118th FDIC-insured institution to fail in the nation this year, and the sixth in Minnesota. The last FDIC-insured institution closed in the state was Riverview Community Bank, Ostego, on October 23, 2009. PULTE HOMES: Likely Breach Won't Currently Affect S&P's BB Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings and outlook on Pulte Homes Inc. (BB/Negative/--) are currently unaffected by the company's announcement that at the end of the third quarter it was not in compliance with the $2 billion minimum tangible-net-worth covenant in effect for its $1 billion credit facility due in 2012. Pulte received a temporary waiver from its lenders that expires Dec. 15, 2009, and S&P believes the company will successfully negotiate an amendment by the deadline or obtain an extension if necessary. An amendment, however, could result in a smaller facility with higher borrowing costs. S&P would consider revisiting the ratings if Pulte terminates its facility, which S&P believes is an important source of liquidity given the company's size and its potential capital needs once the homebuilding industry stabilizes and begins to grow. A review of S&P's ratings on the company, however, would also consider Pulte's cash position and ability to generate cash from its operations to maintain an adequate liquidity position. Pulte ended the third quarter with $1.5 billion of cash, and S&P believes the company will add to its cash balance in the fourth quarter, which should provide ample liquidity to meet expected capital needs over the next 12 months. S&P's current rating on Pulte reflects the homebuilder's sizable cash position, a broad product line, and the significant opportunities the company has to eliminate redundant costs (following its August 2009 merger with Centex) and return to profitability. However, the speculative-grade rating and S&P's negative outlook also acknowledge that, in S&P's view, difficult housing market conditions will persist into 2010, and key credit metrics will remain weak. Additionally, the large land position resulting from this combination could expose Pulte to further write-downs. PURPLE COMMUNICATIONS: To Voluntarily Delist Shares From Nasdaq --------------------------------------------------------------- Purple Communications(TM), Inc., on November 5 disclosed that it has given formal notice to the Nasdaq Stock Market of the Company's intention to voluntarily delist its common stock from the Nasdaq Capital Market. Purple will remain a reporting company and will continue to be required to file periodic reports with the SEC. The decision to delist has been reached as part of the Company's strategy to conserve resources and manage costs and administrative burden given the current investigations by certain government regulators, which investigations have been previously described and disclosed in the Company's SEC filings; accordingly the Company's Board of Directors concluded that the compliance costs, listing fees and expenses and administrative burdens of maintaining the listing of its common stock with Nasdaq outweighed the benefits at this time. Purple currently anticipates that it will file with the SEC and Nasdaq a Form 25 relating to the delisting of its common stock on or about November 16, 2009, with the delisting of its common stock taking effect no earlier than ten days thereafter. As a result, Purple expects that the last day of trading of its common stock on the NASDAQ Capital Market will be on or about November 27, 2009. Following the delisting, Purple's common stock is expected to be quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company's stock. For more information about this service, see www.pinksheets.com. However, the Company can give no assurance that trading in its common stock will continue on the Pink Sheets or any other securities exchange or quotation medium. About Purple Communications Purple Communications -- http://www.purple.us/-- is a provider of onsite interpreting services, video relay and text relay services, and video remote interpreting, offering a wide array of options designed to meet the varied communication needs of its customers. RANCHER ENERGY: List of 20 Largest Unsecured Creditors ------------------------------------------------------ Rancher Energy Corp. filed with the U.S. Bankruptcy Court for the District of Colorado a list of 20 largest unsecured creditors. A full-text copy of the Debtor's list of creditors is available for free at http://bankrupt.com/misc/colob09-32943.pdf Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka Metalix, Inc., develops and produces oil in North America. It operates three fields, including the South Glenrock B Field, the Big Muddy Field, and the Cole Creek South Field in the Powder River Basin, Wyoming in the Rocky Mountain region of the United States. The company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in April 2006. Rancher Energy Corp. was founded in 2004 and is headquartered in Denver, Colorado. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RANCHER ENERGY: Sec. 341 Meeting Set for December 7 --------------------------------------------------- The U.S. Trustee for Region 19 will convene a meeting of Rancher Energy Corp.'s creditors on December 7, 2009, at 01:30 p.m. in Room 104. This is the first meeting of creditors required under Section 341(a) of the U.S. Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka Metalix, Inc., develops and produces oil in North America. It operates three fields, including the South Glenrock B Field, the Big Muddy Field, and the Cole Creek South Field in the Powder River Basin, Wyoming in the Rocky Mountain region of the United States. The company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in April 2006. Rancher Energy Corp. was founded in 2004 and is headquartered in Denver, Colorado. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RANCHER ENERGY: Taps Dufford & Brown as Bankruptcy Counsel ---------------------------------------------------------- Rancher Energy Corp. has sought the permission of the U.S. Bankruptcy Court for the District of Colorado to hire Dufford & Brown, P.C., as bankruptcy counsel. Dufford & Brown will, among other things: -- aid the Debtor in the development of a plan of reorganization under Chapter 11; -- file the necessary petitions, pleadings, reports, and actions which may be required in the continued administration of the Debtor's property under Chapter 11; and -- perform necessary corporate and securities representation and services as required by a publicly traded corporation. Dufford & Brown will be paid based on the hourly rates of its professionals: Professional Hourly Rate ------------ ----------- Herbert A. Delap, Director $350 Randall J. Feuerstein, Director $325 David J. Babiarz - Director $340 Chris G. Baumgartner - Associate $230 Jessica M. Browne - Associate $225 Mechelle Y. Faulk - Associate $195 David A. Closson - Associate $200 Teresa J. Johnson - Paralegal $115 Herbert Delap -- a shareholder, officer and director of Dufford & Brown -- assures the Court that Dufford & Brown doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. Mr. Delap maintains that Dufford & Brown is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka Metalix, Inc., develops and produces oil in North America. It operates three fields, including the South Glenrock B Field, the Big Muddy Field, and the Cole Creek South Field in the Powder River Basin, Wyoming in the Rocky Mountain region of the United States. The company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in April 2006. Rancher Energy Corp. was founded in 2004 and is headquartered in Denver, Colorado. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. RANCHER ENERGY: Asks Court OK to Use Cash Collateral ---------------------------------------------------- Rancher Energy Corp. has sought the approval of the Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado to use cash collateral. The Debtor's monthly revenue from crude oil sales, at current prices, ranges from $300,000 to $350,000. Rancher has on deposit $814,000 in cash and Certificates of Deposit, in lieu of performance bonds, with the State of Wyoming and the Federal Bureau of Land Management. The Debtor intends to use the cash on hand and cash flow from production to pay pre-petition wages and salaries of employees and post-petition wages and salaries to approved professionals and operating expenses. A copy of the cash flow analysis is available for free at: http://bankrupt.com/misc/RANCHERENERGY_cash flow analysis.pdf Debtor's continued operations will preserve the value of GasRock Capital, LLC's security and the value of Debtor as an operational business entity and will maximize the value of all assets for all creditors. Under an October 16, 2007 Term Credit Agreement, GasRock agreed to lend Rancher $12,240,000, which was due on October 31, 2008. GasRock asserts a security interest in Rancher's assets. On October 16, 2009, GasRock notified Rancher that it was in default under the Credit Agreement, and demanded payment within ten days of receipt of the Notice of Default. GasRock indicated that it intended to begin the non-judicial foreclosure process, permitted in Wyoming by public advertisement, for the sale of Rancher's assets. GasRock also demanded interest under the Note at the default rate of 16% per annum. Based upon information and belief, the balance of principle and accrued interest now due to GasRock is approximately $10,305,000. On October 16, 2009, GasRock notified Wells Fargo Bank, N.A., that Rancher would no longer have any access to funds in the "Lock Box" accounts at Wells Fargo. The Debtor says that GasRock's Notice of Default stated that it was entitled to "100% of the net revenue" to be applied to debt service, but the company "took 100% ($98,000) of the balance in the Lock Box account . . . . 100% of the 'gross' not, 100% of the net. Upon information and belief, GasRock applied that amount to interest due on the note." According to the Debtor, GasRock's actions impair their own security and the operations of the Debtor. GasRock and the Debtor had agreed that loan payments to GasRock were paid and the balance was transferred to Debtor for operating capital, but GasRock didn't follow the procedure. According to the Debtor, GasRock's actions did not leave sufficient funds in the "Lock Box" account to cover previously issued checks to Debtor's trade creditors. The Debtor says that based on the value of its assets, GasRock is over-secured in the amount of no less than $3 million. The Debtor states that with respect to the GasRock security documents and any amendments and extensions, nothing in its plea to use cash collateral should be construed as an admission by Debtor that GasRock has a perfected security interest in any of Rancher's assets or preclude the Debtor, at a later date, from seeking to avoid any liens or transfers under applicable provisions of the Bankruptcy Code. The Debtor plans to keep the GasRock Note current by interest payments under the original Note interest rate each month. The Debtor is asking the Court to order the turn over of the cash on hand in the Wells Fargo Bank "Lock Box" accounts and for all crude oil sales proceeds to be deposited in the Debtor-in- Possession account to be opened. Cash on hand and crude oil payments from TEPPCO Crude Oil, L.P., may be cash collateral subject to GasRock's security documents. Rancher's crude oil production is purchased by TEPPCO, and payments are made between the 20th and 24th of each month by direct bank deposit. To provide adequate protection to GasRock for the Debtor's use of cash collateral, the Debtor proposes that the Debtor will: -- provide GasRock with a replacement lien on all Postpetition accounts receivable to the extent that the use of the receivables results in a decrease in the value of GasRock's security; -- maintain adequate insurance coverage on personal property assets and adequately insure against any potential loss; -- provide GasRock with financial reports on a monthly basis. The Debtor will provide GasRock with a copy of the reports filed with the United States Trustee; -- only expend cash collateral pursuant to the cash flow budget attached, subject to reasonable fluctuation; -- pay post-petition taxes; and -- will maintain in good condition and repair all collateral in which GasRock has an interest. The Court sets a November 17, 2009 hearing on the cash collateral motions. Debtor in Possession Financing The Debtor's board and senior management signed on October 27, 2009, a non-binding Memorandum of Understanding with an entity to provide Debtor-in-Possession financing to improve Debtor's operational production of crude oil and to ultimately retire any debt that may be owed to GasRock. Finalization of DIP financing and/or recapitalization of the Debtor contemplated by the MOU is subject to Bankruptcy Court approval. Interim DIP financing may be obtained pending a finalization of the proposed MOU Structure. About Rancher Energy Rancher Energy Corp., aka Rancher Energy Oil & Gas Corp., fka Metalix, Inc., develops and produces oil in North America. It operates three fields, including the South Glenrock B Field, the Big Muddy Field, and the Cole Creek South Field in the Powder River Basin, Wyoming in the Rocky Mountain region of the United States. The company was formerly known as Metalex Resources, Inc. and changed its name to Rancher Energy Corp. in April 2006. Rancher Energy Corp. was founded in 2004 and is headquartered in Denver, Colorado. Rancher Energy filed for Chapter 11 bankruptcy protection on October 28, 2009 (Bankr. D. Colo. Case No. 09-32943). Herbert A. Delap, Esq., who has an office in Denver, Colorado, assists the Debtor in its restructuring efforts. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. REHABCARE GROUP: S&P Assigns Corporate Credit Rating at 'BB-' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB-' corporate credit rating to St. Louis, Missouri-based contract therapy company RehabCare Group. The outlook is stable. Standard & Poor's assigned its 'BB' rating to the proposed issue of a senior secured bank facility, with a recovery rating of '2', indicating a substantial (70%-90%) expectation of recovery in the event of a default. "The rating on RehabCare reflects the company's relatively narrow operating focus in its two main businesses; rehabilitative program management services, and operator of specialty hospitals including long-term acute care hospitals and inpatient rehabilitation hospitals," said Standard & Poor's credit analyst David Peknay. This subjects the company to reimbursement and regulatory risk, as a large percentage of the revenue generated by its specialty hospitals are derived from government sources. The majority of RehabCare's business (over 80%) is currently focused on the provision of rehabilitative program management services to about 1,200 hospitals, skilled nursing facilities, outpatient facilities and other long-term care facilities. Although it provides such services to a large number of facilities through contractual relationships with the providers, the weak business risk profile incorporates indirect risk to RehabCare if possible changes in regulations or reimbursement hurts it contractual partners. Additionally, after RehabCare completes the acquisition of Triumph, its hospital business increases in size and scale, as do the risks associated with operating a much- enlarged portfolio of about 25 long term acute care hospitals and six inpatient rehabilitation hospitals. This division will increase to about 45% of RehabCare's total revenues from about 18% currently. With these hospitals deriving a substantial percentage of its revenues from Medicare and Medicaid, they could be hurt by adverse changes to payment rates or payment methodology by government efforts to limit health costs. Similarly, LTACHs outlook may become cloudy if there are large-scale changes in the regulations and payment methodology for all post acute care services. After the completion of its pending acquisition of Triumph, RehabCare's financial risk will be significant. The transaction is being funded in part with the issuance of new common equity, the purchase multiple is reasonable at about 6x adjusted EBITDA, and RehabCare currently has minimal debt. Pro forma lease- adjusted debt to EBITDA should reach about 3.5x. With earnings possibly benefiting from synergies of the acquisition as well as some upside from RehabCare's existing hospitals, and in S&P's view, the potential for good free cash flow beginning in 2010 may allow for the company to reduce debt. However, S&P believes the company will remain acquisitive as it continues to build its specialty hospital business to a scale whereby this division becomes the source of over 50% of the company's revenues within the next few years. REVELSTOKE CDO LIMITED: DBRS Downgrades Class A-1 Rating to 'CC' ---------------------------------------------------------------- DBRS has today downgraded the rating of the Class A-1 Senior Variable Rate Secured Notes due 2020 (the Class A-1 Notes) and the Class A-2 Senior Variable Rate Secured Notes due 2026 (the Class A-2 Notes) issued by Revelstoke CDO I Limited (Revelstoke or the Transaction). The rating on the Class A-1 Notes has been downgraded to CC from CCC (low) and the rating on the Class A-2 Notes has been downgraded to C from CC. The Class A-3 Senior Variable Rate Secured Notes due 2033 (the Class A-3 Notes) have been confirmed at C. The Transaction is exposed to pools of U.S. non-prime residential mortgages, as well as other collateralized debt obligations (CDOs) backed by residential mortgages, among other assets. The Class A- 1 Notes, Class A-2 Notes and Class A-3 Notes (collectively, the Notes) had approximate initial enhancement levels of 40%, 20% and 9%, respectively. As part of its analysis of residential mortgage-backed securities (RMBS) held by Revelstoke, DBRS reviews all of the underlying RMBS and provides a credit assessment based on each security's pipeline of existing defaults, likely defaults and various delinquency statistics, as well as on cash flow modelling using different assumptions for prepayments and interest rates. Of the current Revelstoke RMBS assets, 54% were assigned an assessment of C (weighted by principal amount). In addition, many of the Transaction's underlying CDOs are expected to default, with little recovery value. Even under the most favourable RMBS interest rate stress scenarios, the Class A-1 Notes are expected to suffer a partial loss of principal. As a result, the Class A-1 Notes and Class A-2 Notes have been downgraded to CC and C, respectively. DBRS expects that holders of both the Class A-2 Notes and Class A- 3 Notes will likely not receive any return of initial principal over the term of the Transaction. However, they will continue to receive interest payments on an ongoing basis; the interest payments on the Class A-2 Notes and Class A-3 Notes rank senior to the principal payments on the Class A-1 Notes in the Transaction's priority of payments. DBRS expects that holders of the Class A-1 Notes will experience a first-dollar loss and not have their full initial investment returned. The Transaction issued approximately $494 million of the Notes, which were swapped to U.S. dollars at inception. There is a cross-currency U.S. dollar (USD)/Canadian dollar (CAD) swap in place to hedge the currency risk for these Notes, which were issued in Canadian dollars, for both ongoing interest payments and for principal re-exchange at the maturity of the Notes. Pursuant to the Transaction documentation, Canadian Imperial Bank of Commerce (CIBC or the Hedge Counterparty) has the option to lower the amount of principal to be re-exchanged prior to maturity for the Class A-1 Notes hedge agreement (swapping USD for CAD) provided the amendment will not result in an immediate downgrade of the Class A-1 Notes. Consistent with DBRS's view that the Class A-1 Notes will suffer a partial loss of principal, any request by the Hedge Counterparty to lower the principal portion of the cross-currency swap on the Class A-1 Notes would likely be acceptable. Adjusting the principal amount on the Class A-1 Notes hedge would prevent the Transaction from being exposed to currency risk, based on the expectation that there will not be enough asset proceeds to exchange the full principal amount at maturity. DBRS will release further updates on www.dbrs.com as appropriate. R.H. DONNELLEY: 8 Creditors Transfer Claims Totaling $833,000 ------------------------------------------------------------- Eight creditors transfer their claims against R.H. Donnelley Corp. and its units to various entities: Transferor Transferee Amount ---------- ---------- ------ Proudfoot Consulting VonWin Capital Management LP 395,000 Company 197,500 Maponics Pioneer Funding Group LLC 19,606 26,840 11,510 Unisource Worldwide, ASM Capital III L.P. 13,198 Inc. 38,396 Multi Ad Services, Liquidity Solutions, Inc. 7,424 Inc. Rackspace Pioneer Funding Group LLC 92,240 Adgoroo LLC Liquidity Solutions 24,900 GBH Communications Pioneer Funding Group 4,149 BEC Air Conditioning Liquidity Solutions 2,312 About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) R.H. DONNELLEY: PBGC Allowed to File Consolidated Claims -------------------------------------------------------- R.H. Donnelley Corp. and its units and Pension Benefit Guaranty Corporation have agreed that PBGC will be permitted to file one consolidated proof of claim on its own behalf and on behalf of the Debtors' benefit pension plans, which would be deemed to have been filed in each of the Debtors' cases. PBOC is a wholly-owned United States government corporation that administers the defined benefit pension plan termination insurance program under Title IV of the Employee Retirement Income Security Act of 1974. Each of the Debtors either sponsors the Pension Plans or is a member of such sponsors' controlled group. PBGC has informed the Debtors that under the terms of the Court's order establishing the bar dates for filing proofs of claim, it believes it must file eight separate claims against each of the 20 Debtors for each Pension Plan, representing the claims for which PBOC believes the Debtors are jointly and severally liable to the Pension Plans and PBGC under ERISA. Therefore, literal compliance with the Bar Date Order would require PBGC to file 160 separate proofs of claim, which would impose a significant administrative burden on the Debtors, PBGC, the Court and the Debtors' claims agent. About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) R.H. DONNELLEY: Records $23.9 Million Net Income for 3rd Quarter ---------------------------------------------------------------- R.H. Donnelley Corporation on November 3 reported third quarter 2009 net revenue of $534 million, representing an 18 percent decline from third quarter 2008. Adjusted EBITDA1 in the quarter was $265 million, down 21 percent from third quarter 2008. Adjusted free cash flow in the quarter was $227 million -- based on cash flow from operations of $232 million, capital expenditures of $8 million and $3 million related to reorganization and restructuring costs -- up from $108 million in third quarter 2008, primarily due to the termination of bond interest payments during bankruptcy. Third quarter advertising sales were $420 million, down 21 percent from advertising sales in the third quarter 2008. Net income was $24 million in the quarter compared to net income of $26 million in third quarter 2008. "While there are preliminary signs of stabilization, the local ad sales environment remained difficult in the third quarter," said David C. Swanson, Chairman and CEO of R.H. Donnelley. "Nevertheless, we aggressively managed the aspects of the business that we can control. For example, operating costs in the third quarter were down $45 million year-over-year; we are increasing our customer focus throughout the organization; and we continue to enhance our online and mobile solutions to help local businesses in our markets reach active consumers wherever they are searching. We expect that these efforts, in addition to implementing a more sustainable capital structure, will help us emerge from Chapter 11 as a stronger company in early 2010." A full-text-copy of R.H. Donnelley Corporation's Third Quarter 2009 Results filed on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?4880 R.H. Donnelley Corporation & Subsidiaries Condensed Consolidated Balance Sheet As of September 30, 2009 Assets: Cash and cash equivalents $606,500,000 Accounts receivable, net 846,100,000 Deferred directory costs 144,600,000 Other current assets 82,300,000 --------------- Total current assets 1,679,500,000 Fixed assets and computer software, net 164,800,000 Intangible assets, net 9,624,200,000 Other non-current assets 68,400,000 --------------- Total assets $11,536,900,000 =============== Liabilities and Shareholders' Deficits: Accrued payable and accrued liabilities $161,800,000 Accrued interest 4,700,000 Deferred directory revenue 872,600,000 Current portion of long-term debt 796,900,000 --------------- Total current liabilities 1,836,000,000 Long-term debt 2,792,300,000 Deferred income taxes, net 1,052,800,000 Other non-current liabilities 366,200,000 --------------- Total liabilities not subject to compromise 6,047,300,000 Liabilities subject to compromise 6,409,500,000 Shareholders' deficit (919,900,000) --------------- Total liabilities and shareholders' deficit $11,536,900,000 =============== R.H. Donnelley Corporation & Subsidiaries Condensed Consolidated Statements of Operations For the Three Months Ended September 30, 2009 Net revenue $534,000,000 Expenses 274,900,000 Depreciation and amortization 142,600,000 Impairment charges - --------------- Operating income {loss} 116,500,000 Interest expense, net (63,500,000) Gain on debt transactions, net - --------------- Pre-tax income {loss} 53,000,000 Reorganization items, net (7,100,000) --------------- Income {loss) before income taxes 45,900,000 Tax (provision) benefit (22,000,000) --------------- Net income (loss) $23,900,000 =============== R.H. Donnelley Corporation & Subsidiaries Condensed Consolidated Statement of Cash Flows For the Three Months Ended September 30, 2009 Operating activities: Net income (loss) $23,900,000 Impairment charges - Gain on debt transactions, net - Depreciation and amortization 142,600,000 Deferred income taxes 20,000,000 Non-cash reorganization items, net (1,600,000) Changes in working capital 35,500,000 Other 11,600,000 --------------- Net cash provided by operating activities 232,000,000 Investment activities: Additions to fixed assets and computer software (8,300,000) --------------- Net cash used in investing activities (8,300,000) Financing activities: Credit facilities borrowings, net - Credit facilities repayments (26,200,000) Note repurchases and related costs - Borrowings under the Revolver - Revolver repayments - Debt issuance costs - Repurchase of common stock - Increase (decrease) in checks not yet 2,100,000 presented for payment Proceeds from employee stock option exercises - --------------- Net cash (used in) provided by financing (24,100,000) activities Increase (decrease) in cash and cash 199,600,000 equivalents Cash and cash equivalents, beginning 406,900,000 --------------- Cash and cash equivalents, end $606,500,000 =============== About R.H. Donnelley Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun & Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/-- publishes and distributes print and online directories in the U.S. It offers print directory advertising products, such as yellow pages and white pages directories. R.H. Donnelley Inc., Dex Media, Inc. and Local Launch, Inc. are the company's only direct wholly owned subsidiaries. Dex Media East, LLC, is a publisher of the official yellow pages and white pages directories for Qwest Communications International Inc. (Qwest) in the states, where Qwest is the primary incumbent local exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and South Dakota. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09- 11833 through 09-11852), after missing a $55 million interest payment on its senior unsecured notes due April 15. James F. Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago, Illinois represent the Debtors in their restructuring efforts. Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' financial advisor is Deloitte Financial Advisory Services LLP while its investment banker is Lazard Freres & Co. LLC. The Garden City Group, Inc., is claims and noticing agent. As of March 31, 2009, the Company had $929,829,000 in total assets and $1,023,526,000 in total liabilities, resulting in $93,697,000 in total shareholders' deficit. Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of R.H. Donnelley Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RIVERHEAD PARK: U.S. Trustee Unable to Appoint Creditors Panel -------------------------------------------------------------- The U.S. Trustee for Region 2 notified the U.S. Bankruptcy Court for the Eastern District of New York that its was unable to appoint a committee in Riverhead Park Corp.'s Chapter 11 case. The U.S. Trustee related that there were not enough eligible unsecured creditors. Riverhead, New York-based Riverhead Park Corp. operates a real estate business. The Company filed for Chapter 11 on Oct. 27, 2009 (Bankr. E.D.N.Y. Case No. 09-78152). Harold M. Somer, Esq., represents the Debtor in its restructuring effort. According to the Debtor's schedules, it has assets of $10,020,000, and total debts of $5,995,696. RIVERHEAD PARK: Meeting of Creditors Scheduled for December 4 -------------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors in Riverhead Park Corp.'s Chapter 11 case on Dec. 4, 2009, at 9:00 a.m. The meeting will be held at the Office of the U.S. Trustee, Long Island Federal Courthouse, 560 Federal Plaza - Room 563, Central Islip, New York. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Riverhead, New York-based Riverhead Park Corp. operates a real estate business. The Company filed for Chapter 11 on Oct. 27, 2009 (Bankr. E.D.N.Y. Case No. 09-78152). Harold M. Somer, Esq., represents the Debtor in its restructuring effort. According to the Debtor's schedules, it has assets of $10,020,000, and total debts of $5,995,696. ROCKBREAKERS: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Rockbreakers Contracting, Inc. 1019 E. Paradise Lane Phoenix, AZ 85022 Bankruptcy Case No.: 09-28547 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jon S. Musial, Esq. Law Office Of Jon S. Musial 8230 E. Gray Rd. Scottsdale, AZ 85260 Tel: (480) 951-0669 Fax: (602) 922-0653 Email: jon.musial@azbar.org 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 $3,820,860, and total debts of $3,074,828. A full-text copy of the Debtor's petition, including a list of its 18 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/azb09-28547.pdf The petition was signed by 'Stoney' Fred E. Moore Jr., president of the Company. ROMEO IUSCO: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Romeo Iusco Monica Iusco 8651 Harms Road Skokie, IL 60077 Bankruptcy Case No.: 09-41945 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Northern District of Illinois (Chicago Debtor's Counsel: Forrest L. Ingram, Esq. 79 W Monroe Street, Suite 900 Chicago, IL 60603 Tel: (312) 759-2838 Fax: (312) 759-0298 Email: fingram@fingramlaw.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 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ilnb09-41945.pdf The petition was signed by the Joint Debtors. ROWLETT FAMILY ENTERTAINMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------------------- Debtor: Rowlett Family Entertainment, LP aka Rowlett Bowl-a-Rama 5021 Lakeview Parkway Rowlett, TX 75218 Bankruptcy Case No.: 09-37627 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Gerald Philip Urbach, Esq. Hiersche, Hayward, Drakeley & Urbach 15303 Dallas Parkway, Ste. 700 Addison, TX 75001 Tel: (972) 701-7026 Fax: (972) 701-8765 Email: gurbach@hhdulaw.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 Charles S. Lande. RYLAND GROUP: Continues String of Losses, Has $52.4MM Q3 Net Loss ----------------------------------------------------------------- The Ryland Group, Inc., posted a net loss of $52,482,000 for the three months ended September 30, 2009, from a net loss of $65,718,000 for the same quarter a year ago. Ryland posted a net loss of $201,493,000 for the nine months ended September 30, 2009, from a net loss of $336,673,000 for the same period a year ago. Ryland recorded a net loss for the three months ended June 30, 2009, narrowed to $73.6 million from $241.6 million for the same period a year ago. Ryland also reported lower net loss at $149.0 million for the six months ended June 30, 2009, from $270.9 million for the same period a year ago. Total revenues for the three months ended September 30, 2009, were $327,835,000 from $543,844,000 for the same quarter a year ago. The Company's total revenues for the nine months ended September 30, 2009, were lower at $865,233,000 from $1,447,891,000 for the same period a year ago. At September 30, 2009, the Company had total assets of $1,736,504,000, including cash and cash equivalents of $235,204,000, against total liabilities of $1,189,077,000. During the first nine months of 2009, the Company experienced a decline in sales orders for new homes, compared to the same period in 2008. This decrease was due to broader market trends and economic conditions that contributed to soft demand for residential housing, as well as to a lower number of active communities. Nearly all markets have been affected by rising unemployment, lower consumer sentiment and declining home prices. At September 30, 2009, the Company's backlog of orders for new homes totaled 2,429 units, or a projected dollar value of $592.7 million, reflecting a 22.9 percent decrease in dollar value from $768.9 million at September 30, 2008. Recent activity by the federal government designed to stimulate the economy, combined with greater affordability resulting from lower home prices and interest rates, has improved demand during the third quarter of 2009, versus the same period in 2008, as measured by sales per active community. The Company, however, is unable to predict whether this trend is sustainable. By using initiatives to lower construction and overhead costs, the Company will balance cash preservation with the objective of returning to profitability. In addition, it will seek to replace communities that are closing out with new land parcels designed to generate higher target margins. As long as the imbalance of housing supply and demand continues, the Company will remain focused on its liquidity and balance sheet while also seeking to optimize its operating performance, thereby positioning itself for a return to a more favorable economic environment. A full-text copy of the Company's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48ac A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48ad About Ryland Group Headquartered in Southern California, The Ryland Group Inc. (NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's largest homebuilders and a leading mortgage-finance company. Since its founding in 1967, Ryland has built more than 285,000 homes and financed more than 240,000 mortgages. The Company currently operates in 15 states and 19 homebuilding divisions across the country. * * * As reported by the Troubled Company Reporter on August 31, 2009, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit and senior unsecured note ratings on The Ryland Group Inc. and revised the outlook to stable from negative. S&P's '4' recovery rating on the company's senior unsecured notes remains unchanged, indicating S&P's expectation for an average recovery (30%-50%) in the event of a payment default. SAMSONITE CO: To Exit Chapter 11 in Two Months ---------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware confirmed a prepackaged plan and approved a disclosure statement explaining that plan. The confirmation will enable the company to exit from Chapter 11 protection about two months, the Deal says. Samsonite filed a Chapter 11 plan of reorganization together with its bankruptcy petition. According to the disclosure statement attached to the Plan, all creditors and interest holders are to recover 100% of their claims or interests. Because all classes of claims and interests are unimpaired, the Debtors did not solicit votes on the Plan, as the stakeholders are "deemed to accept" the plan pursuant to 11 U.S.C. Sec. 1126(f). Secured claims and equity interests will be unaltered upon the Company's emergence from bankruptcy. Unsecured creditors and other claimants will receive cash in an amount equal to their allowed claims. The Debtor notes that claims in connection with certain real property leases that the Debtor rejects in the Chapter 11 case or pursuant to the Plan will be, however, capped by operation of the Bankruptcy code. The Debtor intends to reject up to 84 of its 173 store leases. The plan will be funded from the Debtor's existing cash balances and their parent, Samsonite LLC. A full-text copy of the amended disclosure statement is available for free at http://ResearchArchives.com/t/s?46c6 A full-text copy of the amended Chapter 11 plan is available for free at http://ResearchArchives.com/t/s?46c7 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. Ashby & Geddes, P.A, is Delaware counsel to the Creditors Committee. BDO Seidman LLP is the financial advisor to the Committee. Cooly Godward Kronish LLP is lead counsel to the Committee. SARATOGA FOOD: 12 Units File for Chapter 11 in Norfolk ------------------------------------------------------ Carolyn Shapiro of PilotOnline.com reports that 12 entities of Saratoga Food Group LLC, which own multiple Popeyes Louisiana Kitchen restaurants in Hampton Roads, made a voluntary filing under Chapter 11 in the U.S. Bankruptcy Court in Norfolk after their primary lenders sued them for defaulting on $5.07 million in loans. The lawsuit states that the money was used to fund the construction of the restaurants and the equipment, fixtures, inventory and other property, the report relates. The lenders want a receiver to be appointed to control the operation of the restaurants. Ms. Shapiro, citing papers filed with the Court, the Saratoga units listed assets between $1 million, and $10 million and liabilities of $500,001 to $1 million. In addition to a secured debt of nearly $450,000 to General Electric Capital, the restaurant owes $21,226 in city and state taxes and $6,474 in rent to Janaf Shopping Center LLC, she notes. Based in Virginia Beach, Saratoga Food Group owns and operates 15 local Popeyes franchises through its various entities. SAUNDERS MANUFACTURING: Emerges From Chapter 11 Protection ---------------------------------------------------------- Mainebiz reports that Saunders Manufacturing Co. Inc. emerges from Chapter 11 protection after settling two design patent infringement lawsuits lodged against it by Dexas International Ltd. in 2007. The Company stated that all unsecured creditors will be paid in full, the report says. Saunders Manufacturing Co. Inc. makes clipboards, portable desktops and iPod cases. The company has about 70 workers. SEQUENOM INC: Inks Third Amendment to Isis License Agreement ------------------------------------------------------------ SEQUENOM Inc. on November 3, 2009, entered into a third amendment to the Exclusive License of Technology Agreement dated October 14, 2005 and as amended thereafter, with Isis Innovation Limited, under which SEQUENOM in-licensed fundamental patented noninvasive prenatal diagnostic technology, including US Patent No. 6,258,540. Pursuant to the amendment, Isis Innovation has agreed to a modification of certain time-based commercial launch milestones relating to aneuploidy and other products. In exchange for this modification, SEQUENOM has agreed to make an immediate one-time payment of $1,000,000, increase royalty payments under the agreement during the final 12 months of the patent term and increase the specified minimum royalty amounts. About Sequenom Inc. Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics analysis company. The Company is focused on providing products, services, diagnostic testing, applications and genetic analysis products that translate the results of genomic science into solutions for biomedical research, translational research, molecular medicine applications, and agricultural, livestock and other areas of research. At June 30, 2009, the Company's balance sheet showed total assets of $113.8 million, total liabilities of $26.3 million and stockholders' equity of $87.5 million. The Company added that there is substantial doubt about its ability to continue as a going concern. Although the Company related that its cash, cash equivalents and current marketable securities will be sufficient to fund its operating expenses and capital requirements through 2010, it will require significant additional financing in the future to fund its operations. SERVICE CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service affirmed Service Corporation International's Ba3 Corporate Family Rating and SGL-2 speculative grade liquidity rating, assigned a B1 to $150 million of proposed senior notes and assigned a Baa3 to a proposed $400 million revolving credit facility. The rating outlook remains stable. On October 15, 2009, SCI announced that it entered into an agreement to acquire Keystone North America Inc. for a total estimated transaction value of approximately $256 million (including Keystone's outstanding debt). The transaction is anticipated to close in the first quarter of 2010, subject to customary closing conditions. SCI intends to use the proceeds from the $150 million senior note offering, borrowings under the $400 million revolving credit facility and cash on hand to fund the Keystone acquisition, repay the $150 million of guaranteed senior notes due 2011 and pay fees and expenses. Moody's views the acquisition favorably since Keystone has a solid track record of financial performance and the acquisition increases SCI's scale in rural and suburban markets. The acquisition should modestly increase pro forma financial leverage at closing. The Ba3 corporate family rating reflects the company's leading market position and large portfolio of funeral and cemetery properties, broad geographic diversification within North America, adequate financial strength metrics for the rating category and stable cash flows supported by a large backlog of preneed funeral and cemetery contracts. The ratings are constrained by weak funeral volume trends, a steady increase in cremation rates, and the risk that a difficult environment for consumer spending could lead to weak demand for pre-need cemetery property sales. The affirmation of the SGL rating anticipates a good liquidity profile with strong projected cash flow, ample availability under a $400 million revolving credit facility and adequate expected headroom under financial covenants. Moody's assigned these ratings (assessments): -- $150 million senior unsecured notes due 2021, B1 (LGD 4, 63%) -- $400 million senior unsecured revolver (guaranteed) due 2013, Baa3 (LGD 1, 8%) Moody's affirmed these ratings (assessments): -- $32 million 7.875% senior unsecured debentures due 2013, B1 (LGD 4, 63%) -- $250 million 7.375% senior unsecured notes due 2014, B1 (LGD 4, 63%) -- $160 million 6.75% senior unsecured notes due 2015, B1 (LGD 4, 63%) -- $245.5 million 6.75% senior unsecured notes due 2016, B1 (LGD 4, 63%) -- $295 million 7% senior unsecured notes due 2017, B1 (LGD 4, 63%) -- $250 million 7.625% senior unsecured notes due 2018, B1 (LGD 4, 63%) -- $200 million 7.5% senior unsecured notes due 2027, B1 (LGD 4, 63%) -- $300 million senior unsecured revolver (guaranteed) due 2011, Baa3 (LGD 1, 8%) -- rating is expected to be withdrawn upon completion of refinancing -- $150 million senior unsecured notes (guaranteed) due 2011 at Baa3 (LGD 1, 8%) -- rating is expected to be withdrawn upon completion of refinancing -- Corporate family rating, Ba3 -- Probability of default rating, Ba3 -- Speculative grade liquidity rating, SGL-2 The last rating action on SCI was on November 25, 2008, at which time Moody's affirmed SCI's Ba3 Corporate Family Rating and lowered the speculative grade liquidity rating to SGL-2 from SGL- 1. Moody's concurrently affirmed the Ba3 Probability of Default Rating, the Baa3 rating on SCI's guaranteed credit facility and guaranteed senior notes, and the B1 rating on its non-guaranteed senior notes. Service Corporation International is North America's largest provider of deathcare products and services with revenues of about $2.1 billion in the twelve month period ended June 30, 2009. At June 30, 2009, SCI operated 1,264 funeral service locations and 365 cemeteries in North America. SERVICEMASTER CO: Bank Debt Trades at 13% Off in Secondary Market ----------------------------------------------------------------- Participations in a syndicated loan under which The ServiceMaster Co. is a borrower traded in the secondary market at 87.25 cents- on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.47 percentage points from the previous week, The Journal relates. The debt matures on July 24, 2014. The Company pays 300 basis points above LIBOR to borrow under the loan facility and it carries Moody's B1 rating and Standard & Poor's B+ rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. The ServiceMaster Co. -- http://www.servicemaster.com/-- serves residential and commercial customers through a network of over 5,500 company-owned locations and franchised licenses. The Company's brands include TruGreen, TruGreen LandCare, Terminix, American Home Shield, ServiceMaster Clean, Merry Maids, Furniture Medic, and AmeriSpec. The core services of the Company include lawn care and landscape maintenance, termite and pest control, home warranties, disaster response and reconstruction, cleaning and disaster restoration, house cleaning, furniture repair, and home inspection. SINCLAIR BROADCAST: S&P Raises Corporate Credit Rating to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Hunt Valley, Maryland-based TV broadcaster Sinclair Broadcast Group Inc. to 'B' from 'B-' and removed it from CreditWatch, where it was placed with developing implications on Oct. 13, 2009. "The transactions eliminate S&P's concern about Sinclair's refinancing risk, including the large potential put exercises on Sinclair's convertible notes and the short maturities on Sinclair's bank debt," said Standard & Poor's credit analyst Deborah Kinzer. At the same time, S&P assigned ratings to the amended and restated credit facility of the company's guaranteed subsidiary, Sinclair Television Group Inc. S&P assigned 'BB-' ratings to the $75.4 million extended revolving credit facility due 2013 and the $330 million tranche B term loan due 2015, with recovery ratings of '1', reflecting S&P's view that first-lien lenders would receive very high (90% to 100%) recovery in the event of a payment default. The 'B-' issue-level rating and '5' recovery rating on STG's private placement of $500 million of second-lien notes were affirmed. In addition, S&P lowered the issue-level rating on STG's 8% senior subordinated notes due 2012 to 'CCC+' from 'B-', and removed the issue-level rating from CreditWatch with negative implications. Because these notes rank junior to STG's new second-lien notes, S&P revised the recovery rating on these notes to '6', indicating S&P's expectation that debtholders would receive negligible (0% to 10%) recovery in the event of a payment default, from '3'. Sinclair has refinanced its debt structure to fund the redemption of two convertible note issues and to extend its bank debt maturities. The company has also entered into agreements with Cunningham Broadcasting Corp., its local marketing agreement (LMA) partner in six markets, which include an arrangement to pay Cunningham a total of $33 million over the next three years, which Cunningham will use to repay its bank term loan. These agreements become effective upon Sinclair's consummation of the tender offers for its convertible notes. The company has placed about $435.5 million of the net proceeds of its $500 million second-lien notes issue in a cash collateral account to fund the purchase of notes pursuant to the tender offers or, if any notes remain after the consummation of the tender offers, upon exercise of the put rights by the holders of such notes on the respective exercise dates. S&P has predicated its rating action on its expectation of a successful tender and the maintenance of any remaining amounts in the cash collateral account to redeem any untendered notes on their put dates. The agreement with Cunningham and Cunningham's refinancing of its bank facility for an additional three years remove the threat that Cunningham's situation posed to Sinclair's financial health. SIRIUS XM: Posts $149MM Q3 Net Loss; XM Unit Has $42MM Q3 Net Loss ------------------------------------------------------------------ Sirius XM Radio Inc. posted a net loss of $149,190,000 for the three months ended September 30, 2009, from a net loss of $4,879,427,000 for the same quarter a year ago. The Company posted a net loss of $356,957,000 for the nine months ended September 30, 2009, from a net loss of $5,067,444,000 for the same period a year ago. Sirius XM Radio recorded total revenue of $618,656,000 for the three months ended September 30, 2009, from $488,443,000 for the same period a year ago. Sirius XM Radio recorded total revenue of $1,796,464,000 for the nine months ended September 30, 2009, from $1,041,809,000 for the same period a year ago. As of September 30, 2009, Sirius XM Radio had $7,268,943,000 in total assets against $7,261,298,000 in total liabilities. Sirius XM Radio's September 30 balance sheet showed strained liquidity: $811,110,000 in total current assets against $2,016,444,000 in total current liabilities. Sirius XM Radio is the sole stockholder of XM Satellite Radio Holdings Inc. and its business is operated as an unrestricted subsidiary under the agreements governing our existing indebtedness. XM reported a net loss of $42,851,000 for the three months ended September 30, 2009. Also, at September 30, 2009, XM had total assets of $4,227,144,000 against total liabilities of $5,027,358,000, resulting in stockholders' deficit of $800,214,000. XM's September 30 balance sheet showed strained liquidity: $616,417,000 in total current assets against $1,257,560,000 in total current liabilities. "We are very pleased with what we accomplished during the third quarter, especially when considering the macroeconomic issues affecting consumers and the auto industry," Mel Karmazin, SIRIUS XM's CEO, said in a news statement. "We managed to grow revenue, grow ARPU, reduce operating costs, increase adjusted income from operations significantly, and refinance higher cost debt. We look forward to continuing this performance. We grew subscribers and improved churn in the quarter, and we are well positioned to take advantage of an economic rebound. We expect to grow subscribers, revenue, and cash flow next year regardless of the magnitude of any recovery." 2009 and 2010 Outlook SIRIUS XM affirmed its year 2009 guidance of over $400 million in pro forma full-year adjusted income from operations. The company also provided guidance for 2010. "We expect the company's cash flow growth momentum to continue into 2010, and we project full-year adjusted income from operations to increase approximately 20% next year," said Mr. Karmazin. Based upon assumed 2010 automobile sales of 11.3 million units, SIRIUS XM expects to achieve positive full-year subscriber growth in 2010. The company also expects 2010 revenue growth of mid- to high- single digits, and growth in free cash flow compared to 2009. "While the near future's macroeconomic performance is extremely difficult to predict, our business has reached sufficient scale to allow us to continue to grow cash flow," Mr. Karmazin added. Balance Sheet Improvements Sirius took advantage of strong credit markets during the third quarter by selling $257 million of new 9.75% Senior Secured Notes due 2015 to repay $250 million of 15% term loans that would have matured in 2011 and 2012. "By refinancing at more favorable rates and extending maturities," noted David Frear, Executive Vice President and Chief Financial Officer, "the company has dramatically improved its near-term liquidity and doesn't face any material debt maturities until 2011. The two financing transactions completed in the second and third quarters have reset the company's capital structure, allowing us to execute our business plan without balance sheet constraints." The company also reported that, in addition to the repurchase of $179 million of XM Holdings' 10% notes due in December 2009, it repurchased nearly $59 million of XM Holdings' 10% Senior PIK Secured Notes due 2011. "These debt repurchases demonstrate management's commitment to optimize the company's capital structure on an opportunistic basis," added Mr. Frear. "Based upon our current plans, we believe that we have sufficient cash, cash equivalents and marketable securities to cover the estimated funding needs through cash flow breakeven, the point at which revenues are sufficient to fund expected operating expenses, capital expenditures, working capital requirements, interest payments and taxes. The ability to meet our debt and other obligations depends on our future operating performance and on economic, financial, competitive and other factors. We continually review our operations for opportunities to adjust the timing of expenditures to ensure that sufficient resources are maintained. We have the ability and intend to manage the timing and related expenditures of certain activities, including the launch of satellites, the deferral of capital projects, as well as the deferral of other discretionary expenses. Our financial projections are based on assumptions, which we believe are reasonable but contain significant uncertainties. There can be no assurance that our plan will be successful," Sirius XM Radio said in its Form 10-Q filing with the Securities and Exchange Commission. SIRIUS said it may be unwilling or unable to contribute or loan XM capital. Similarly, under certain circumstances, XM may be unwilling or unable to contribute or loan SIRIUS capital. To the extent XM's funds are insufficient to support its business, XM may be required to seek additional financing, which may not be available on favorable terms, or at all. If XM is unable to secure additional financing, its business and results of operations may be adversely affected. A full-text copy of Sirius' quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48ae A full-text copy of Sirius' earnings release is available at no charge at http://ResearchArchives.com/t/s?48af A full-text copy of XM's quarterly report on Form 10-Q is available at no charge at http://ResearchArchives.com/t/s?48b0 As reported by the Troubled Company Reporter on September 30, 2009, Radio Business Report said independent research firm Audit Integrity has included Sirius XM Radio Inc. in its list of 20 public companies with a high risk of filing for bankruptcy in the coming 12 months. According to RBR, Audit Integrity said that Sirius XM has a 9.04% possibility of going bankrupt. RBR said the list was based on a mathematical model which analyzed thousands of publicly traded companies for risk factors, including liquidity, leverage, profitability, how the market values the company and whether there appears to be any risk of fraud in the financial data disclosed by the company. About SIRIUS XM Radio Based in New York, SIRIUS XM Radio Inc. broadcasts in the United States music, sports, news, talk, entertainment, traffic and weather channels for a subscription fee through proprietary satellite radio systems. Subscribers can also receive certain music and other channels over the Internet. The Company's satellite radios are primarily distributed through automakers, retailers and the Company's Web sites. The Company has agreements with every major automaker to offer SIRIUS or XM satellite radios as factory or dealer-installed equipment in their vehicles. SIRIUS and XM radios are also offered to customers of rental car companies. Sirius XM continues to carry Moody's Ca Corporate Family Rating and Caa3 Probability of Default Rating. In August 2009, Standard & Poor's raised its corporate credit rating on Sirius XM and XM Satellite Radio Holdings to 'B-' from 'CCC+'. STARWOOD HOTELS: Moody's Assigns 'Ba1' Rating on $250 Mil. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Starwood Hotels & Resorts Worldwide, Inc.'s proposed $250 million senior unsecured notes. Moody's affirmed Starwood's Ba1 Corporate Family rating and Ba1 Probability of Default rating. The note proceeds will be used to tender for up to $200 million of the company's 7.875% senior notes due 2012 and up to $100m of its 6.25% senior notes due 2013. If the cash tender offers are not completed, any remaining proceeds will be used for general corporate purposes. Moody's also downgraded Starwood's Speculative Grade Liquidity rating to SGL-3 from SGL-2. Starwood's liquidity profile is adequate. The downgrade of the company's SGL rating reflects the February 2011 maturity of its $1.875 million revolving credit facility and $300 million term loan. Moody's expects Starwood to generate sufficient cash flow from operations to fund its capital spending and dividends. However, the company may not have sufficient liquidity to repay its term loan without access to a revolving credit facility. Moody's expects Starwood to begin the process to extend its revolving credit facility in the near-term. Starwood has a reasonable cushion under its debt/EBITDA covenant and the company has unencumbered hotel assets that could be sold to raise cash. Starwood's Ba1 Corporate Family Rating reflects its average scale in terms of system-wide rooms, launch of higher margin franchise brands, and a solid hotel development pipeline. The ratings also consider Starwood's moderately high leverage and weak interest coverage, sensitivity to economic cycles, and poor demand outlook that will pressure earnings through 2010. Starwood's debt/EBITDA is expected to rise moderately above 4.5 times in 2009. The rating outlook is stable reflecting Moody's expectation that Starwood will be able to reduce debt levels through asset sales, securitization of timeshare receivables and an expected tax refund which will help to offset some of the anticipated deterioration in earnings in 2010. Starwood Hotels & Resorts Worldwide, Inc. Ratings assigned: * $300 million senior unsecured notes at Ba1 (LGD 4, 55%) Rating downgraded: * Speculative Grade Liquidity rate to SGL-3 from SGL-2 Ratings affirmed/assessments updated: * Corporate Family rating at Ba1 * Probability of Default rating at Ba1 * Senior unsecured bonds and debentures at Ba1, (LGD 4, 55%) * Senior unsecured shelf at (P)Ba1, (LGD 4, 55%) * Senior subordinate shelf at (P)Ba2, (LGD 6, 97%) * Preferred debt shelf at (P)Ba2, (LGD 6, 97%) Moody's last rating action on Starwood took place on April 30, 2009, when Moody's assigned a Ba1 rating to the company's $500 million senior unsecured note offering and upgraded the SGL to SGL-2. Starwood Hotels & Resorts Worldwide, Inc., headquartered in White Plains, NY, is a leading hotel company with approximately 900 properties in more than 100 countries. STARWOOD HOTELS: S&P Assigns 'BB' Rating on $250 Mil. Notes ----------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating (the same as the 'BB' corporate credit rating) and its '3' recovery rating to Starwood Hotels & Resorts Worldwide Inc.'s proposed $250 million senior notes due 2019. The '3' recovery rating reflects S&P's expectation that lenders would achieve meaningful (50% to 70%) recovery in a simulated payment default scenario. Proceeds from the proposed notes issue will be used to repay debt balances. In addition, S&P affirmed all ratings on the company, including the 'BB' corporate credit rating. The outlook is stable. "The rating reflects," said Standard & Poor's credit analyst Emile Courtney, "the sensitivity of demand for Starwood's hotels to economic cycles, the company's exposure to its largest owned hotels and to upper upscale and luxury lodging segments, and its aggressive share repurchases in the period leading up to the current downturn." The combination of the significant current down cycle and a high level of share repurchase activity in 2007 and 2008 is likely to result in meaningfully higher leverage at Starwood over the intermediate term. The company's large, high- quality, and geographically diversified hotel portfolio with many well-established brand names -- which position Starwood well for the eventual recovery -- partially offset those factors. SUNGARD DATA: Bank Debts Trade at 5% & 8.07% Off ------------------------------------------------ Participations in a syndicated loan under which SunGard Data Systems, Inc., is a borrower traded in the secondary market at 95.36 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.29 percentage points from the previous week, The Journal relates. The debt matures on Feb. 28, 2016. The Company pays 362.5 basis points above LIBOR to borrow under the loan facility and it carries Moody's Ba3 rating and Standard & Poor's BB rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. Meanwhile participations in another syndicated loan under which SunGard Data Systems, Inc., is also a borrower traded in the secondary market at 91.93 cents-on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.70 percentage points from the previous week, The Journal relates. This debt matures on Feb. 28, 2014. The Company pays 375 basis points above LIBOR to borrow under the loan facility. The bank debt is not rated by Moody's while it carries Standard & Poor's BB rating. The debt is also one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. SunGard Data Systems, Inc., headquartered in Wayne, Pennsylvania, is a provider of software and IT services to the financial services industry well as higher education institutions and the public sector. SunGard also provides disaster recovery/business continuity services through its Availability Services division. As stated by the Troubled Company Reporter on Sept. 1, 2009, Moody's Investors Service assigned a Ba3 rating to SunGard Data System's $2.7 billion senior secured term loan B. Concurrently, Moody's affirmed SunGard's B2 corporate family and probability of default ratings, along with its SGL-2 speculative grade liquidity rating. These actions follow the company's amendment of its credit agreement with its lenders. The rating outlook remains stable. The amendment dated June 9, 2009, extended the maturity date of the company's $2.7 billion term loan B to February 28, 2016. The $2.7 billion term loan B was carved out of the company's original $4.2 billion term loan facility maturing February 28, 2014. The credit agreement amendment also reduced the existing revolving credit facility to $829 million from $1 billion and extended the maturity date to May 11, 2013. Finally, the amendment also amended certain other provisions of the Credit Agreement, including provisions relating to negative covenants and financial covenants. Standard & Poor's Ratings Services rates (i) SunGard's corporate rating at 'B+', and its (ii) $2.7 billion tranche B secured term loan maturing Feb. 28, 2016, and the $580 million secured revolving credit facility maturing May 11, 2013, at 'BB'. SUPERVALU INC: Bank Debt Trades at 6% Off in Secondary Market ------------------------------------------------------------- Participations in a syndicated loan under which SUPERVALU, Inc., is a borrower traded in the secondary market at 94.33 cents-on- the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.24 percentage points from the previous week, The Journal relates. The debt matures on June 2, 2012. The Company pays 125 basis points above LIBOR to borrow under the loan facility. The bank debt is not rated by Moody's while it carries Standard & Poor's BB+ rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. SUPERVALU, Inc. (NYSE:SVU), -- http://www.supervalu.com/-- is a grocery channel that conducts its retail operations under the banners, such as Acme Markets, Albertsons, Bristol Farms, bigg's, Cub Foods, Farm Fresh, Hornbacher's, Jewel-Osco, Lucky, Save-A- Lot, Shaw's Supermarkets, Shop 'n Save, Shoppers Food & Pharmacy and Star Markets. Additionally, the Company provides supply chain services, primarily wholesale distribution, across the United States retail grocery channel. The Company operates in two segments: Retail food and Supply chain services. During the fiscal year ended February 28, 2009 (fiscal 2009), the Company added 44 new stores through new store development and closed 97 stores. The Company leverages its distribution operations by providing wholesale distribution and logistics and service solutions to its independent retail customers through its Supply chain services segment. As reported by the Troubled Company Reporter on July 27, 2009, Standard & Poor's Ratings Services said that it revised its outlook on Minneapolis-based supermarket and distributor SUPERVALU, Inc., to negative from stable, and affirmed the 'BB-' corporate credit rating on the company. "This action reflects S&P's expectation that SUPERVALU's credit metrics will deteriorate further from weaker operating performance, despite plans to pay down outstanding debt by $700 million," said Standard & Poor's credit analyst Stella Kapur. SQUARE BAR: Settles Dispute With Landlord ----------------------------------------- J.B. Smith at wacotrib.com reports that Square Bar Waco LLC has reached an out-of-court settlement with its landlord, Waco Town Square Partners, which would allow the Company to emerge from Chapter 11 bankruptcy protection. Waco Town Square had locked out bar owner Michael Wray over $30,000 in alleged back rent. According to wacotrib.com, the settlement will terminate Square Bar's lease. wacotrib.com states that both parties agreed not to disclose the terms of the settlement. Square Bar Waco LLC, aka Square Bar & Kitchen, filed for Chapter 11 bankruptcy protection on October 5, 2009 (Bankr. W.D. Tex. Case No. 09-61154). The Company listed up to $50,000 assets and up to $50,000 liabilities. STANT PARENT: Exits Chapter 11 Bankruptcy Protection ---------------------------------------------------- Stant USA Corporation has emerged from Chapter 11 under a new capital structure that will provide substantial financial flexibility for years to come. This concludes a 90-day Chapter 11 process during which the company continued normal business operations. The Company continued normal operations during its 90 days in the reorganization process. A Delaware court in September approved the sale of Stant's assets to Vapor Acquisition Corp., which is a an affiliate of global private equity firm HIG Capital. Stant Corp. is headquartered in Connersville, Indiana, and has facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech Republic. Founded in 1898, Stant has earned its reputation for quality and innovation in the automotive industry. Stant is recognized as the world's leading supplier of automotive and industrial fuel, oil and radiator caps, fuel vapor control valves and thermostats for both the original equipment markets and the automotive aftermarket. Stant Corp. and five affiliated companies filed for Chapter 11 bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647). Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, serve as the Debtors' counsel. In its petition, Stant Corp. listed $50 million to $100 million in debts against $50 million to $100 million in assets. TAYLOR BEAN: BofA Objects to $25-Mil. DIP Financing --------------------------------------------------- Law360 reports that Bank of America NA has joined a chorus of lenders and regulators in objecting to Taylor Bean & Whitaker Mortgage Corp.'s proposed $25 million debtor-in-possession financing, saying the bankrupt mortgage lender has yet to show it actually owns properties offered as collateral for the needlessly large loan. Taylor Bean, the 12th largest U.S. mortgage lender and servicer of loans, filed for bankruptcy protection on Aug. 24 after being suspended from doing business with U.S. agencies and Freddie Mac, the government-supported mortgage company. Taylor has blamed probes into one of its banks for the suspensions. Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla. Case No. 09-07047). Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the Debtor. Troutman Sanders LLP is special counsel. BMC Group Inc. serves as claims agent. Taylor Bean has more than $1 billion of both assets and liabilities, and between 1,000 and 5,000 creditors, according to the bankruptcy petition. TEXAS CLASSIC HOMES: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Texas Classic Homes, LP 5529 FM 359, Suite B Richmond, TX 77406 Case No.: 09-38472 Chapter 11 Petition Date: November 3, 2009 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Jack Nicholas Fuerst, Esq. Attorney at Law PO Box 79263 Houston, TX 77279 Tel: (713) 299-8221 Fax: (713) 789-2606 Email: jfuerst@sbcglobal.net 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 $10,293,577, and total debts of $6,608,751. The petition was signed by Daren Hall, the company's president. Debtor's List of 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Credit card purchases $82,000 c/o Barbara Hertneck American Express Credit card purchases $80,000 c/o Dean Callet Barbara Hertneck Attorney's fees Unknown 5800 North Course Houston, TX 77072 Chase Auto 2008 Range Rover $75,000 Location: 5529 FM ($60,000 359, Suite B, secured) Richmond TX Dean Callet Attorney's fees Unknown 455 North 3rd Street, Suite 260 Phoenix, AZ 85004 Haney, Buchanan & Attorney's fees Unknown Patterson, LLP 707 Wilshire Boulevard 55th Floor Los Angeles, CA 90017 Javier Marcos, Jr. Attorney's fees Unknown Marcos & Associates, PC 228 Westheimer Road Houston, TX 77006 Jay Dushkin Attorney's fees Unknown Law Offices of Jay Dushkin 4615 Southwest Freeway, Suite 600 Houston, TX 77027 Paul Webb PC Attorney's fees $1,357 Richard Petronella Attorney's fees Unknown 8 Greenway Plaza Suite 606 Houston, TX 77046 Roy Anselmo Attorney's fees Unknown Euler Hermes UMA 600 South 7th Street Louisville, KY 40201-1672 Tracy Russell Attorney's fees Unknown Andrews Myers Coulter Hayes, PC 3900 Essex Lane, Suite 800 Houston, TX 77027-5198 Trevor G. Green Attorney's fees Unknown Blazier, Christensen, Bigelow & Virr 221 West 6th Street, Suite 1500 Austin, TX 78701 THICK CHIN: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Thick S. Chin 6085 Perryville Drive Mechanicsville, VA 23111 Bankruptcy Case No.: 09-37304 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: David K. Spiro, Esq. Hirschler Fleischer Post Office Box 500 Richmond, VA 23218-0500 Tel: (804) 771-9500 Fax: (804) 644-0957 Email: dspiro@hf-law.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 4 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/vaeb09-37304.pdf The petition was signed by Thick S. Chin. THOMAS REED: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: Thomas L. Reed, Esq. dba Thomas L. Reed Attorney At Law Karen C. Reed 29006 Brookings Lane Highland, CA 92346 Bankruptcy Case No.: 09-36729 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Thomas B. Donovan Debtors' Counsel: None. Debtors Filed Petition as Pro Se. 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 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-36729.pdf The petition was signed by the Joint Debtors. THORNBURG MORTGAGE: Former Execs Sue Insurer Over D&O Claims ------------------------------------------------------------ According to Law360, former executives of Thornburg Mortgage Inc. have sued XL Specialty Insurance Co. for allegedly breaching a policy agreement by failing to cover their defense costs in a case accusing them of improperly using Thornburg employees and resources to start a new company, SAF Financial Inc. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. THORNBURG MORTGAGE: U.S. Trustee Now Backing Incentive Plan ----------------------------------------------------------- Law360 reports that less than three weeks ago the Chapter 11 trustee overseeing TMST Inc. objected to its emergency motion for approval of a wind-down employee incentive plan, but on Thursday he reversed course, saying not only that he supported the plan, but that the incentive payments should be increased. Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage, Inc., and its four affiliates filed for Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787). Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has been tapped as counsel. Orrick, Herrington & Sutcliffe LLP is employed as special counsel. Jim Murray, and David Hilty, at Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as investment banker and financial advisor. Protiviti Inc. has also been engaged for financial advisory services. KPMG LLP is the tax consultant. Epiq Systems, Inc., is claims and noticing agent. In its bankruptcy petition, Thornburg listed total assets of $24,400,000,000 and total debts of $24,700,000,000, as of January 31, 2009. TRANSALTA CORPORATION: Moody's Keeps 'Ba1' Preferred Shelf Ratings ------------------------------------------------------------------ Moody's Investors Service announced that it confirmed TransAlta Corporation's Baa2 senior unsecured and (P)Ba1 preferred shelf ratings. TA's rating outlook is stable. The action concludes the review for possible downgrade initiated on July 21, 2009 following the announcement of TA's unsolicited bid for Canadian Hydro Developers. The confirmation of TA's existing ratings reflects: the fact that TA has effectively acquired all of the outstanding shares of KHD; the strategic fit of KHD's renewable electric generation assets with those of TA; TA's issuance of approximately $396 million of equity (net proceeds) in support of the $1.7 billion KHD acquisition; and Moody's expectation that, despite anticipated weakness in TA's 2009 and 2010 credit metrics, management will take the necessary measures to ensure that TA's metrics improve in 2011. "Based on Moody's discussions with TransAlta's management, Moody's expects that by 2011 the company's cash flow interest coverage will be in the high 4x range and its CFO pre-WC to Debt will be approximately 25%," said Allan McLean, Moody's Vice President/Senior Credit Officer, lead analyst for TA. As Moody's anticipated when TA was placed under review for possible downgrade, the $1.71 billion (total enterprise value) value of the final transaction is higher than TA's $1.54 billion initial bid; however, TA has funded essentially all of the approximately $100 million increase in the equity bid price with incremental equity. The balance of the increase in the transaction value is principally related to debt balances at KHD that were higher than TA had assumed in its original bid. "While the relatively highly levered transaction is expected to increase TA's consolidated leverage and weaken its near-term metrics temporarily, Moody's anticipate that TA will strengthen its financial profile through 2010 and 2011 as organic growth projects reach completion and growth capital spending moderates materially," noted Mr. McLean. Moody's believes that TA's recent issuance of approximately $396 million of equity (an amount near the top end of management's range) is indicative of management's commitment supporting its Baa2 rating. Moody's believes that TA's liquidity resources are sufficient to meet the company's committed capital spending as well as planned dividends and scheduled debt maturities through September 30, 2010. However, given the October 2010 maturity of the bank bridge facility, timely issuance of long-term debt to repay the bridge and free up capacity on TA's revolving credit facilities will be key to maintaining appropriate liquidity resources. Moody's notes that TA plans to utilize a small portion of its revolving credit facilities to fund a portion of the KHD acquisition effectively on a permanent basis. All else being equal, this will reduce the company's liquidity resources notwithstanding that the KHD acquisition is expected to increase TA's asset base by almost 22%. Moody's considers this to be a minor credit negative and will continue to closely monitor TA's liquidity strategy. The last rating action occurred on July 21, 2009, when TA's ratings were placed under review for possible downgrade. TransAlta Corporation is a wholesale power and energy marketing company headquartered in Calgary, Alberta. TRICO MARINE: S&P Raises Corporate Credit Rating to 'CCC+' ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit ratings on oilfield services provider Trico Marine Services Inc. and its indirect foreign subsidiary, Trico Supply AS, to 'CCC+' from 'CCC'. S&P removed the ratings from CreditWatch, where they had been placed with developing implications on Oct. 15, 2009. The outlook is developing, indicating that S&P could raise, lower, or affirm the ratings. Standard & Poor's also raised the issue-level rating on Trico Marine's $202.8 million 8.125% senior convertible notes to 'CCC' from 'CCC-'; the recovery rating remains '5'. In addition, S&P raised the issue-level rating on Trico Marine's $150 million 3% senior convertible debentures to 'CCC-' from 'CC'. The recovery on this debt remains '6'. The 'B-' issue-level rating and '2' recovery rating for Trico Shipping AS's $400 million senior secured notes remain unchanged. The rating actions follow the closing of a $400 million senior secured notes offering by Trico Marine's indirect foreign subsidiary Trico Shipping. Because of impending debt maturities in January 2010, Trico Marine and its subsidiaries entered into a number of refinancing related transactions. Trico Marine issued, through Trico Supply's subsidiary Trico Shipping, $400 million in senior secured notes, which together with the proceeds of certain asset sales, Trico Marine used to repay debts that were outstanding at Trico Supply and its subsidiaries. Trico Marine also paid down a portion of its $35 million revolver, the commitment of which decreased to $25 million. In addition, Trico Shipping obtained an unrated $33 million credit facility. "The ratings on Trico Marine and Trico Supply reflect the companies' position as oilfield services providers in a cyclical and highly competitive industry, S&P's expectations of generally weak industry conditions, the companies' very high debt leverage measures, and tight liquidity concerns," said Standard & Poor's credit analyst Patrick Lee. Given the interrelated nature of the relationship between Trico Marine and Trico Supply, S&P link the corporate credit ratings of the two entities together and assign Trico Supply the same corporate credit rating as Trico Marine. Trico Supply's business profiles as vulnerable. S&P could lower the ratings if Trico Marine's very thin liquidity tightens in 2010. Trico Marine's liquidity and ability to make payments may be affected by negative expected EBITDA, limited upstreaming of funds from Trico Supply, the potential sale of the vessel Corona in the first quarter of 2010, and the ability to pay convertible debt interest in stock. S&P could raise the ratings if the company timely sells the Corona and pays convertible debt interest in stock to enhance liquidity, and if Trico Marine's business segments' operating performance improves, providing much- needed positive cash flow. TRUMP ENTERTAINMENT: Incurs $167.9-Mil. Loss for Third Quarter -------------------------------------------------------------- Trump Entertainment Resorts, Inc.'s consolidated balance sheets at September 30, 2009, showed $1.437 billion in total assets and $2.095 in total liabilities, resulting in a $658 million shareholders' deficit. The Company's balance sheet at September 30, 2009, also showed strained liquidity with $166 million in total current assets available to pay $2.005 billion in total current liabilities. The Company reported a net loss of $19.7 million on net revenues of $228.3 million for the three months ended September 30, 2009, compared with a net loss of $167.9 million on net revenues of $252.1 million in the same period of 2008. For the three months ended September 30, 2009, the Company experienced a 13.2% decrease in overall gross gaming revenues comprised of a 12.3% decrease in slot revenues and a 15.0% decrease in table game revenues compared to the prior-year period. In connection with entering into the asset purchase agreement to sell Trump Marina to Coastal Marina on May 28, 2008, the Company recognized goodwill and other intangible asset impairment charges related to Trump Marina during the three months ended June 30, 2008. The intangible asset impairment charges totaled $20.9 million, of which $18.6 million related to Trump Marina trademarks and $2.3 million related to goodwill. In addition, during September 2008, the Company recognized a $45.0 million estimated loss on disposal to record Trump Marina's assets held for sale at their estimated fair value less costs to sell reflecting the revised purchased price in connection with the amendment to the Marina asset purchase agreement. During the three months ended September 30, 2008, the Company determined determined that goodwill relating to Trump Taj Mahal and TER and trademarks relating to Trump Taj Mahal were impaired. As a result, the Company recognized goodwill impairment charges totaling $122.3 million, of which $76.2 million related to Trump Taj Mahal and $46.1 million related to TER and other intangible asset impairment charges of $7.5 million related to Trump Taj Mahal trademarks. Nine Months Ended September 30 For the nine months ended September 30, 2009, the Company reported a net loss of $666.4 million on net revenues of $615.7 million, compared with a net loss of $232.0 million on net revenues of $711.4 million in the same period last year. The Company recorded impairment charges totaling $536.2 million related to Trump Plaza's and Trump Marina's long-lived assets during the nine months ended September 30, 2009. The Company also recognized intangible asset impairment charges related to Trump Taj Mahal and Trump Plaza trademarks totaling $20.5 million during the nine months ended September 30, 2009. A full-text copy of the Company's consolidated financial statements for the three and nine months ended September 30, 2009, is available for free at http://researcharchives.com/t/s?48ba Significant Sources and Uses of Cash Cash flows provided by operating activities were $14.3 million during the nine months ended September 30, 2009, compared to $22.1 million during the nine months ended September 30, 2008. The decrease in cash flow from operations is principally due to the decrease in gaming revenues partially offset by lower cash paid for interest as a result of not making the June 1, 2009, interest payment on the Senior Notes and changes in working capital requirements. Cash flows used in investing activities were $21.6 million during the nine months ended September 30, 2009, compared to $117.8 million during the nine months ended September 30, 2008. Investing activities during 2009 include capital expenditures of $24.7 million, of which approximately $17.0 million related to the construction of the Chairman Tower, and $8.2 million of proceeds related to certain Casino Reinvestment Development Authority investments. Restricted cash decreased $2.8 million as cash collateral securing outstanding letters of credit was drawn. Investing activities during the nine months ended September 30, 2008, included capital expenditures of $152.5 million. Restricted cash decreased $45.9 million due to the use of proceeds from borrowings which were restricted for expenditures associated with the construction of the Chairman Tower. During the nine months ended September 30, 2008, the Company capitalized $7.2 million of interest expense related to the construction of the Chairman Tower. Cash flows used in financing activities were $4.0 million during the nine months ended September 30, 2009, compared to cash flows provided by financing activities of $69.5 million during the nine months ended September 30, 2008. Financing activities during the nine months ended September 30, 2009, include repayments of $3.7 million of the Company's outstanding term loan and $291,000 of capital lease obligations. During the nine months ended September 30, 2008, cash flows provided by financing activities of consisted of $75.0 million in borrowings under the Company's 2007 Credit Agreement, repayments of $3.3 million of the Company's outstanding term loan and $1.6 million of the Company's capital lease obligations. The Company also paid $680,000 in partnership distributions to Mr. Trump during the nine months ended September 30, 2008. At September 30, 2009, the Company had approximately $75.0 million in cash and cash equivalents and $485.1 million was outstanding under the Company's 2007 Credit Agreement. The Company also had $1.249 billion of Senior Notes outstanding. The filing of the Chapter 11 case constituted an event of default or otherwise triggered repayment obligations under the Senior Notes and the 2007 Credit Agreement. As a result, all indebtedness outstanding under the Senior Notes and the 2007 Credit Agreement became automatically due and payable, subject to an automatic stay of any action to collect, assert, or recover a claim against the Debtors and the application of applicable bankruptcy law. TER said it has minimal operations, except for its ownership of TER Holdings and its subsidiaries, and depends on the receipt of sufficient funds from its subsidiaries to meet its financial obligations. The Company adds that the ability of its subsidiaries to make payments to TER Holdings may also be restricted by the New Jersey Casino Control Commission. 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. UNITED COMMERCIAL: Closed; East West Bank Assumes Deposits ---------------------------------------------------------- United Commercial Bank, San Francisco, California, was closed November 6 by the California Department of Financial Institutions, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with East West Bank, Pasadena, California, to assume all of the deposits of United Commercial Bank. This agreement included all U.S. branches of United Commercial Bank, the Hong Kong branch of United Commercial Bank, and the subsidiary of United Commercial Bank headquartered in Shanghai, China, United Commercial Bank (UCB-China). The 63 U.S. branches of United Commercial Bank will reopen during their normal business hours beginning tomorrow as branches of East West Bank. All locations in Hong Kong and China will reopen on Monday, according to normal business hours. In addition, UCB- China, the Shanghai, China, subsidiary of United Commercial Bank, which was also part of the November 6 transaction, will continue its regular banking operations without interruption with the full support of its parent company, East West Bank, whose qualification has already passed the preliminary review by the China Banking Regulatory Commission. Depositors of United Commercial Bank will automatically become depositors of East West Bank. Domestic deposits will continue to be insured by the FDIC, and the Hong Kong deposits will continue to be covered by the Hong Kong Deposit Protection Scheme and the full deposit guarantee currently in force in Hong Kong. The FDIC continues to be in close cooperation with the Chinese banking regulatory authority regarding regular operations of UCB-China. Customers should continue to use their existing branch until they receive notice from East West Bank that it has completed systems changes to allow other East West Bank branches to process their accounts as well. This evening and over the weekend, depositors of United Commercial Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of October 23, 2009, United Commercial Bank had total assets of $11.2 billion and total deposits of approximately $7.5 billion. East West Bank paid the FDIC a premium of 1.1 percent for the right to assume all of the deposits of United Commercial Bank. In addition to assuming all of the deposits of the failed bank, East West Bank agreed to purchase approximately $10.2 billion in assets of the failed bank. As part of the purchase and assumption agreement, the FDIC transferred to East West Bank all qualified financial contracts to which United Commercial Bank was a party and those contracts remain in full force and effect. The FDIC and East West Bank entered into a loss-share transaction on approximately $7.7 billion of United Commercial Bank's assets. East West Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share arrangement is projected to maximize returns on the assets covered by keeping them in the private sector. The agreement also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html U.S. customers who have questions about the November 6 transaction can call the FDIC toll-free at 1-800-238-8209. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/ucb.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $1.4 billion. East West Bank's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to alternatives. United Commercial Bank is the 120th FDIC-insured institution to fail in the nation this year, and the 14th in California. The last FDIC-insured institution closed in the state was Pacific National Bank, San Francisco, which closed on October 30, 2009. UNITED SECURITY BANK, SPARTA: Ameris Bank Assumes All Deposits -------------------------------------------------------------- United Security Bank, Sparta, Georgia, was closed November 6 by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Ameris Bank, Moultrie, Georgia, to assume all of the deposits of United Security Bank. The two branches of United Security Bank will reopen during their normal business hours as branches of Ameris Bank. This includes the branch in Woodstock, Georgia, that operated as the Bank of Woodstock also is part of the November 6 transaction. It, too, will re-open as a branch of Ameris Bank. Depositors of United Security Bank will automatically become depositors of Ameris Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. Customers should continue to use their existing branch until Ameris Bank can fully integrate the deposit records of United Security Bank. This evening and over the weekend, depositors of United Security Bank can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of September 14, 2009, United Security Bank had total assets of $157 million and total deposits of approximately $150 million. Ameris Bank will pay the FDIC a premium of 0.36 percent to assume all of the deposits of United Security Bank. In addition to assuming all of the deposits of the failed bank, Ameris Bank agreed to purchase essentially all of the assets. The FDIC and Ameris Bank entered into a loss-share transaction on approximately $123 million of United Security Bank's assets. Ameris Bank will share in the losses on the asset pools covered under the loss-share agreement. The loss-share arrangement is projected to maximize returns on the assets covered by keeping them in the private sector. The agreement also is expected to minimize disruptions for loan customers. For more information on loss share, please visit: http://www.fdic.gov/bank/individual/failed/lossshare/index.html Customers who have questions about the November 6 transaction can call the FDIC toll-free at 1-866-782-1897. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/unitedsecurity-ga.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $58 million. Ameris Bank's acquisition of all the deposits was the "least costly" resolution for the FDIC's DIF compared to alternatives. United Security Bank is the 116th FDIC- insured institution to fail in the nation this year, and the twenty-first in Georgia. The last FDIC-insured institution closed in the state was American United Bank, Lawrenceville, on October 23, 2009. USA DETERGENTS: $12 Million Lender Liability Suit Survives ---------------------------------------------------------- WestLaw reports that a debtor's controlling shareholder and the shareholder's subsidiaries qualified as "creditors" subject to the preferential transfer statute by virtue of guaranteeing the debt that the debtor paid down during the preference period. It did not matter that the shareholder and subsidiaries waived their right to collect from the debtor for any amounts which they paid on their guarantees. In re USA Detergents, Inc., --- B.R. ----, 2009 WL 3365748 (Bankr. D. Del.) (Gross, J.). On February 12, 2008, three creditors filed an involuntary Chapter 7 petition (Bankr. D. Del. Case No. 08-10273) against USA Detergents, Inc., a manufacturer and distributor of value priced laundry care products, household cleaners, personal care items, candles, and air fresheners with its principal place of business in New Brunswick, N.J. Thereafter, the Debtor moved for, and on April 9, 2008, the Court granted, conversion to Chapter 11. On June 2, 2008, the Official Committee of Unsecured Creditors filed its Motion to Convert the Debtor's Chapter 11 case to a Chapter 7 case, and on June 11, 2008, the Debtor filed its Notice of Conversion of Chapter 11 case to Chapter 7, which the Court granted on June 17, 2008. George L. Miller serves as the Chapter 7 Trustee. On February 2, 2009, Mr. Miller sued (Bankr. D. Del. Adv. Pro. No. 09-50100) to recover what he alleges are damages in excess of $12 million to USA Detergents, Inc., resulting from the operation of the company by Titan Global Holdings, Inc. for the benefit of prepetition secured lender, Greystone Business Credit II, L.L.C. The Trustee claims that the defendants, through their conflicted relationships with USAD, harmed Debtor by wrongfully perpetuating USAD rather than recapitalizing or liquidating Debtor for the benefit of all creditors. UTSTARCOM INC: Continues String of Losses with $34MM Q3 Net Loss ---------------------------------------------------------------- UTStarcom, Inc., said net sales for the third quarter ended September 30, 2009, were $70.5 million as compared to $180.6 million in the third quarter of 2008. The decline in sales primarily reflects the China market's continued wind down of the PAS infrastructure and handset businesses. Gross margins for the third quarter of 2009 were 34% as compared to 32% in the third quarter of 2008. The third quarter 2009 operating expenses were $58.0 million compared to $92.2 million a year ago. The reduction in expenses primarily reflects the benefits of ongoing restructuring and cost cutting initiatives. The operating loss for the third quarter of 2009 and 2008 was $33.8 million and $34.9 million, respectively. The net loss for the third quarter of 2009 was $34.6 million, or ($0.27) per share, and includes $8.9 million in charges primarily related to the restructuring actions announced in June. The third quarter of 2008 net loss was $55.9 million, or ($0.45) per share. At September 30, 2009, the Company had $1.0 billion in total assets against $707.0 million in total liabilities. Cash, cash equivalents and short-term investments at September 30, 2009, was $241.7 million compared to $313.9 million on December 31, 2008. The Company recorded a benefit of $6.5 million primarily related to the sale of handsets to Personal Communications Division that were written down in prior periods. The Company recorded an $8.9 million restructuring charge primarily related to restructuring initiatives announced in June 2009; and a $1.7 million loss related to the divestiture of Korea based handset operations. On July 1, 2008, the Company divested its Personal Communications Division. On December 18, 2008, the Company announced actions to wind down its Korea-based handset manufacturing operations. A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?48b1 About UTStarcom UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company was founded in 1991 and is headquartered in Alameda, California. The Company has said its recurring losses and expected negative cash flows from operations raise substantial doubt about the Company's ability to continue as a going concern. The Company incurred net losses of $150.3 million, $195.6 million and $117.3 million during the years ended December 31, 2008, 2007 and 2006, respectively. The Company recorded operating losses in 17 of the 18 consecutive quarters in the period ended June 30, 2009. At June 30, 2009, the Company had an accumulated deficit of $993.2 million. The Company incurred net cash outflows from operations of $55.2 million and $225.1 million in 2008 and 2007 respectively. VDG LLC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: VDG, LLC 8145 N. 86th Place Scottsdale, AZ 85258 Bankruptcy Case No.: 09-28540 Chapter 11 Petition Date: November 5, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jared G. Parker, Esq. Deconcini Mcdonald Yetwin & Lacy, P.C. 7310 N 16th St, Ste. 330 Phoenix, AZ 85020 Tel: (602) 282-0500 Fax: (602) 282-0520 Email: jparker@dmylphx.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 Larry A. Hall, manager of the Company. VERENIUM CORP: Closes Research Collaboration With Syngenta ---------------------------------------------------------- Verenium Corporation on Tuesday announced the successful closure of previously defined programs under its joint research collaboration with Syngenta Participations AG of Switzerland. In connection with the completion of those programs, the parties have executed an agreement whereby Verenium gained additional exclusive rights to an array of proprietary biomolecules expressed microbially, as well as non-exclusive rights to the same biomolecules expressed through non-plant and non-microbial means, further bolstering its strong Specialty Enzymes product pipeline. Syngenta will retain exclusive rights to the biomolecules expressed in plants, as well as non-exclusive rights to the same biomolecules expressed through non-plant, non-microbial means. "We are very pleased with the success and productivity of our relationship with Syngenta," said Carlos A. Riva, President and Chief Executive Officer of Verenium. "I'd like to acknowledge the significant amount of work that has been done over the last several years, and am enthusiastic about the exciting new product candidates that have been generated for both companies as a result of this collaboration." As a result of this transaction, Verenium will receive license fees, including future royalties, for a commercial enzyme candidate licensed to a third party. In addition, Verenium obtained microbial and non-plant rights to several late-stage enzyme development candidates, including: -- Alpha amylases and glucoamylases for starch processing in biofuels production; -- Xylanases and beta-glucanases for use in the animal feed industry; and -- Thermostable phytases also for use in the animal feed industry. This class of enzymes is used commercially to release inorganic phosphate from plant material enhancing its nutritive value and reducing environmental phosphorus pollution. The animal feed industry is the second largest market for enzymes, with an estimated 7% rate of underlying growth per year. Bankruptcy Warning The Company has indicated that based on its operating plan its existing working capital may not be sufficient to meet cash requirements to fund planned operating expenses, capital expenditures, required and potential payments under its 2007 Notes and 2008 Notes, and working capital requirements beyond 2009 without additional sources of cash or the deferral, reduction or elimination of significant planned expenditures. The Company said these factors raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2009, the Company had total assets of $157.3 million; and total liabilities of $168.4 million, resulting in stockholders' deficit of $11.13 million. The Company has a working capital deficit of $16.8 million and an accumulated deficit of $630.2 million as of June 30, 2009. The Company has said if it cannot obtain sufficient additional financing in the short-term, it may be forced to restructure or significantly curtail its operations, file for bankruptcy or cease operations. As reported by the Troubled Company Reporter on October 12, 2009, Verenium priced an underwritten public offering of 2,250,000 shares of its common stock and warrants to purchase an additional 900,000 shares of common stock at a price to the public of $6.00 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.40 of a share of common stock. The shares of common stock and warrants are immediately separable and will be issued separately. The warrants have a five-year term and an exercise price of $7.59. Net proceeds after estimated underwriting discounts and commissions and estimated expenses, will be roughly $12.3 million, providing the Company with several additional months of operating capital into 2010. The offering was to close October 9, 2009, subject to the satisfaction of customary closing conditions. The TCR said September 11, 2009, that Verenium's 1-for-12 reverse split of its common stock became effective September 9, 2009. The 1-for-12 reverse stock split reduced the number of shares of the Company's common stock outstanding from roughly 111.3 million to roughly 9.3 million shares. About Verenium Based in Cambridge, Massachusetts, Verenium Corporation (Nasdaq: VRNMD) -- http://www.verenium.com/-- is a leader in the development and commercialization of cellulosic ethanol, an environmentally-friendly and renewable transportation fuel, as well as high-performance specialty enzymes for applications within the biofuels, industrial, and animal health markets. The Company possesses integrated, end-to-end capabilities and cutting-edge technology in pre-treatment, novel enzyme development, fermentation and project development for next-generation biofuels. Through Vercipia, the Company is moving rapidly to commercialize cellulosic technology for the production of ethanol from a wide array of non-food feedstocks, including dedicated energy crops, agricultural waste, and wood products. In addition to the vast potential for biofuels, a multitude of large-scale industrial opportunities exist for the Company for products derived from the production of low-cost, biomass-derived sugars. Verenium's Specialty Enzyme business harnesses the power of enzymes to create a broad range of specialty products to meet high-value commercial needs. Verenium's world class R&D organization is renowned for its capabilities in the rapid screening, identification, and expression of enzymes-proteins that act as the catalysts of biochemical reactions. VISTEON CORP: Morris Lease Decision Deadline Extended to March -------------------------------------------------------------- Visteon Corp. and its units ask the Court to extend the deadline within which they must assume or reject an unexpired non- residential real property lease for premises located at 2750 Morris Road, in Lansdale, Pennsylvania, through March 31, 2010. The lessor under the Morris Lease is Morris Road Investors, L.P. Upon review, the Debtors assert that they will not need the space occupied under the Morris Lease in the long term, but require additional time beyond December 24, 2009, to cost-effectively vacate that space. Specifically, the Debtors note that they require more time to disassemble, package, and deliver to other facilities certain equipment used in the manufacture of component parts, and to auction certain property that currently resides on the premises subject to the Lease. The Debtors inform the Court that they executed an agreement with Morris Road Investors on October 1, 2009, for the extension of the time by which they must assume or reject the Morris Lease through March 31, 2010, subject to certain conditions. Among those conditions are that the Debtors must surrender certain property under the Lease on or before November 30, 2009, or pay rent for use of that property at the holdover terms set forth under the Lease. In exchange for the Lessor's consent to the lease decision period extension, the Agreement also provides that the Debtors will leave the premises subject to the Lease in "broom clean condition" and cooperate with the Lessor to identify all equipment and systems to be removed by the Debtors. About Visteon Corp Visteon continues to win new business despite the difficult economic environment. During the first nine months of 2009, Visteon won more than $400 million in incremental new business. On a regional basis, Asia and North America each accounted for 41 percent of the total, with Europe accounting for the remaining 18 percent. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes to Provide Support on Currency Pacts ----------------------------------------------------------- Visteon Corp. and its units seek the Court's authority to enter into and provide support under certain of their "derivative contracts" and to engage in spot trades with respect to foreign currencies in the ordinary course of business. In general, the Debtors' Derivative Contracts are financial contracts, the values of which are based on the price of a traditional security like stock or bond, an asset like commodity or currency, or a market index. Derivative Contracts can take a number of different forms, which include forward contracts, swap contracts or option contracts: (1) A forward contract which obligates the purchaser of that contract to acquire a security or asset on a specified date in the future at a specified price. If on the specified date, the actual price of the security or asset is higher than the specified price in the contract, the purchaser will profit. If the actual price is lower than the price specified in the contract, the purchaser will incur a loss. (2) A swap contract which obligates each party to the contract to exchange or swap cash flows at specified intervals. For example, a currency swap might obligate a party to sell a currency at a fixed spot rate and then to buy approximately the same amount of currency back on the future date, priced at the forward rate for the currency pairing. (3) An option contract which provides the purchaser the right, but not the obligation, to purchase a security or asset at a specified price on a specified date. Both "put" and "call" options may be used for the purpose of hedging or reducing risk. Before the Petition Date, the Debtors entered into various Derivative Contracts, as well as engaged in spot trades with various counterparty banks for the purpose of reducing or hedging existing or expected risks associated with fluctuations in foreign currency exchange rates. Specifically, the Debtors note that they utilized forward contracts to protect their cash flow from adverse fluctuations in exchange rates in connection, largely, with payments made to them for goods sold that were denominated in currency other than the U.S. dollars. The Debtors relate that in early 2009, the Counterparties ceased entering into new Derivative Contracts with them as a result of frozen credit markets internationally and Visteon's deteriorating financial condition. Given their Chapter 11 status, the Debtors say that it is likely that the Counterparties of the Derivative Contracts will require the posting of cash or other collateral either when the instrument is purchased or during its lifetime. Therefore, the Debtors expect the need to post cash to enter into Derivative Contracts. The Debtors anticipate collateral posting requirements of up to $20 million to enter into Derivative Contracts during the course of their Chapter 11 cases. About Visteon Corp Visteon continues to win new business despite the difficult economic environment. During the first nine months of 2009, Visteon won more than $400 million in incremental new business. On a regional basis, Asia and North America each accounted for 41 percent of the total, with Europe accounting for the remaining 18 percent. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) VISTEON CORP: Proposes to Sell Module & Interior Assets to Haru --------------------------------------------------------------- Visteon Corp. and its units ask the Court for permission to sell certain assets related to their Module and Interior Business to Haru Holdings LLC. The assets to be sold consists of automobile cockpit module, front end module, and interior manufacturing and assembly businesses located at four production plants in LaVergne, Tennessee; Smyrna, Tennessee; Tuscaloosa, Alabama; and Canton, Mississippi. In addition, the Debtors also seek to sell certain direct-shipment sourcing arrangements with certain suppliers together with related supply contracts, inventory, plant, equipment, and intellectual property. The Production Facilities, the supply contracts and the associated intellectual property comprise the Debtors' Module and Interior Business. The Production Facilities manufacture and assemble component parts related solely to Nissan North America, Inc.'s vehicle business. The Production Facilities serve different roles, but all provide support for different aspects of Nissan's Tier 1 production requirements. The LaVergne, Smyrna and Canton Plants function as sequencing and assembly plants, while the Tuscaloosa Plant operates as a manufacturing plant that molds instrument panels. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court that the Module and Interior Business and Nissan are highly interdependent. As noted, two of the Production Facilities are located physically on Nissan property. Nissan is the Module and Interior Business' sole customer, and the Debtors have designed and tooled the Production Facilities so that those facilities' products conform to the stringent specifications and requirements mandated by Nissan's vehicle programs, she points out. Ms. Jones notes that due to the interrelationship between the Module and Interior Business and Nissan, Nissan's sales decline also effects a decline in the Debtors' earnings. As a result of decrease in sales volume and lack of profitability, the Debtors began to evaluate whether they can continue to support the Module and Interior Business. The Debtors have thereafter determined that the M&I Business is a non-core, unprofitable operation that should be divested. Purchase Agreement After engaging in negotiation talks, certain of the Debtors and Haru Holdings entered into a Purchase Agreement, the salient terms of which are: (1) Haru Holdings will pay Visteon Corporation, GCM-Visteon Automotive Systems, LLC, GCM-Visteon Leasing, LLC, MIG- Visteon Automotive Systems, LLC, and VC Regional Assembly & Manufacturing, LLC, $11,022,550 for the Production Facilities and related equipment. (2) Haru will also make cash payments totaling $20,000,000 over the course of six installments and on the condition that certain milestones are met. The amount is referred to as the Surcharge Amount to include (i) a $10 million non- refundable deposit due upon entry of the Bankruptcy Sale Order; (ii) plus $5 million due at Closing; (iii) plus $1.25 million due on each of Dec. 31, 2009, Jan. 29, 2010, Feb. 26, 2010, and Mar. 31, 2010. (3) Haru will also pay (i) all cure costs related to the assumption and assignment of certain related contracts, subject to an escrow from the Purchase Price; (ii) for certain of the Sellers' inventory and off-site tooling; and (iii) transition services. (4) The Sellers will receive certain reimbursement of costs associated with the wind down of the Purchase Assets, including overhead, severance and other employee-related costs. (5) Haru has agreed to offer employment to all active Visteon employees located at the Production Facilities. (6) Haru will assume all obligations related to certain Scheduled Contracts after the Closing, and all obligations with respect to all accounts and notes payable due and payable to Haru or Nissan from the Sellers as of the Closing. (7) The Purchase Price for the Assets will be the sum of (i) the Surcharge Amount, plus (ii) $11,022,550; plus (iii) the Off- Site Tooling Amount; plus (iv) the Inventory Amount, plus (v) the Wind Down Cost Amount; plus (vi) the Nissan Receivables Amount; minus (vii) the Nissan Payables Amount; minus (viii) the Accrued Vacation Amount. Accrued Vacation Amount refers to aggregate liability for accrued vacation under the Sellers' Benefit Plans as of the Closing Date. (8) The Closing Date is anticipated to be November 30, 2009. The Purchase Agreement will terminate if Closing has not occurred by January 1, 2010. (9) The Sellers will indemnify Haru of all losses arising from any breach of representation of the Sellers. Contract Assumption & Assignment As part of the Purchase Agreement, the parties contemplate that the Seller will assume and assign certain executory contracts to Haru. Haru will have 75 days after the Closing Date to evaluate and identify contracts and leases for the Sellers to assume and assign to them. The Debtors also propose uniform cure procedures for contracts and lease identified by Haru 75 days after the Closing: * The Debtors will serve a Cure Notice to a Scheduled Contract no later than October 30, 2009, notifying the counterparty of the intent to assume and assign that Contract and the corresponding Cure Amount. * No later than 75 days after the Closing, the Debtors will serve a Cure Notice on each counterparty to a contract requested by the Buyer to be assumed by the Debtors. The Notice will indicate the cure amount. * A contract counterparty seeking to assert a Cure Amount based on defaults under an Assumed Contract or to object to the potential assumption and assignment is required to file a written objection that sets forth (i) the cure amount that must be satisfied, and (ii) if the objection is based on adequate assurance issues. * A cure objection must be filed with the Court no later than 10 calendar days from the date of service of a Cure Notice and served on counsel of the Debtors and Nissan. The Debtors and Haru can reply to the objection two days before the hearing on the objection. Accommodation Agreement As a condition of the sale of the Nissan-related Assets, the parties have agreed to enter into an Accommodation Agreement, which essentially assures Nissan of certain protections covering supply of ongoing subcomponents after the Closing Date. The salient terms of the Accommodation Agreement are: (1) For the duration of the Accommodation Agreement, Nissan will (i) pay the Debtors for shipments of Nissan component parts on accelerated net 15-day payment terms; (ii) limit set-offs against accounts payable owing to the Debtors, which will be capped at 5% of the face amount of valid invoices; and (iii) pay 100% of the Debtors' actual and documented costs for raw materials inventory and 100% of the purchase order price for finished goods inventory used to manufacture Nissan's component parts. (2) In exchange, the Debtors will continue to produce and deliver component parts to Nissan during the term of the Accommodation Agreement, as well as provide assistance to Nissan in resourcing certain lines of production. The Debtors will provide Nissan with certain intellectual property licenses and sublicenses related to resourced Nissan production lines in connection with an event of default. The Debtors have also agreed to build an inventory bank for Nissan. (3) In an event of default, Nissan will have the option to purchase certain equipment and tooling used to produce Nissan component parts. (4) On the effective date of the Accommodation Agreement, the parties agree to a mutual release from all rights relating to 90W condenser fan motors and fan assemblies supplied to Visteon by the Johnson Electric Group. The Debtors also ask the Court to approve the Accommodation Agreement. Full-text copies of the Asset Purchase Agreement and related agreements are available for free at: http://bankrupt.com/misc/Visteon_APAHaru.pdf In a separate filing, the Debtors seek the Court's authority to file under seal Exhibits B, E, and G of the Sale Motion. The Debtors aver that disclosure of the Exhibits would be detrimental to their estates and their reorganization efforts. Specifically, the Debtors point out that the Exhibits contain certain component pricing, program information, and employee-related information that if revealed to their competitors, may give those competitors an advantage in negotiating commercially advantageous terms with Nissan, or if revealed to the Debtors' suppliers, may give those suppliers an advantage in negotiating with the Debtors. The information contained in the Sealed Exhibits thus constitutes "commercial information" and should be subject to the protections of Section 107(b) of the Bankruptcy Code, the Debtors maintain. About Visteon Corp Visteon continues to win new business despite the difficult economic environment. During the first nine months of 2009, Visteon won more than $400 million in incremental new business. On a regional basis, Asia and North America each accounted for 41 percent of the total, with Europe accounting for the remaining 18 percent. Headquartered in Van Buren Township, Michigan, Visteon Corporation (NYSE: VC) -- http://www.visteon.com/-- is a global automotive supplier that designs, engineers and manufactures innovative climate, interior, electronic and lighting products for vehicle manufacturers, and also provides a range of products and services to aftermarket customers. The company has corporate offices in Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen, Germany. It has facilities in 27 countries and employs roughly 35,500 people. The Company has assets of $4,561,000,000 and debts of $5,311,000,000 as of March 31, 2009. Visteon Corporation and 30 of its affiliates filed for Chapter 11 protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786 through 09-11818). Judge Christopher S. Sontchi oversees the Chapter 11 cases. James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, represent the Debtors in their restructuring efforts. Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors' local counsel. The Debtors' investment banker and financial advisor is Rothschild Inc. The Debtors' notice, claims, and solicitation agent is Kurtzman Carson Consultants LLC. The Debtors' restructuring advisor is Alvarez & Marsal North America, LLC. Bankruptcy Creditors' Service, Inc., publishes Visteon Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Visteon Corp. and its debtor-affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) WASHINGTON MUTUAL: Chase Clinches 3rd Round WaMu Bank Integration ----------------------------------------------------------------- Chase announced it has successfully upgraded products and technology in four states to link in the final 822 former Washington Mutual branches to the Chase computer system. Now, all Chase bank accounts across the country are on one computer system. As a result, more than 25 million customers can access their accounts at any of the more than 5,100 Chase branches and more than 15,000 ATMs -- just 13 months after Chase purchased WaMu's banking operations. The conversion of 11.6 million accounts in California, Arizona, Nevada and Colorado represents $63.6 billion in deposits. Nearly 1.2 million loan accounts with approximately $62 billion in balances were also converted to Chase systems. To ensure high- quality customer service, more than 3,800 Chase tellers and bankers traveled from around the country to work side by side with 14,000 counterparts in the four states, supplementing 100,000 hours of training on the new software and hardware. "Our customers all across the country now benefit from our employees' terrific work," said Charlie Scharf, head of Retail Financial Services at Chase, part of JPMorgan Chase & Co. "We created better service and convenience far faster than in previous conversions and far faster than any other bank has done." The four-state conversion is the last of three retail conversions to bring all former WaMu branches onto Chase's computer systems -- and under the Chase brand. With this latest conversion, customers have full access at any of 5,126 Chase branches in 23 states and 15,038 Chase ATMs in 26 states. JPMorgan Chase acquired the banking operations of Washington Mutual from the Federal Deposit Insurance Corporation in September 2008. The conversion, completed over the past weekend, follows three other major Chase conversions: * July's consumer banking conversion of 13.5 million accounts in Florida, Georgia, New York, New Jersey, Connecticut, Texas and Illinois * May's consumer banking conversion of 5.2 million accounts in Washington, Oregon, Idaho and Utah * March's conversion of 20 million credit card accounts onto Chase computer systems About Chase JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management and private equity. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about Chase is available at http://www.chase.com/ About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WASHINGTON MUTUAL: FDIC Seeks Control of $4B In Disputed Funds -------------------------------------------------------------- Law360 reports that the Federal Deposit Insurance Corp. has asked a bankruptcy court to modify the automatic stay for Washington Mutual Inc. to allow the agency - the receiver for WaMu's banking unit -- to compel JPMorgan Chase & Co. to turn over roughly $4 billion in deposits while the three figure out to whom the money belongs. Washington Mutual filed a suit in March 2009 against the FDIC before the U.S. District Court in Washington after its claim in the bank receivership was denied. The Debtor seeks to recover $6.5 billion in capital contributions, $4 billion in preferred securities and $3 billion in tax refunds. The lawsuit contends the FDIC sold the bank for substantially less than the assets were worth. The holding company believes the bank's assets were worth more than the bank's debt. In April 2009, JPMorgan, which acquired Washington Mutual Bank, filed in the Bankruptcy Court a complaint against Washington Mutual and WMI Investment Corp., and Federal Deposit Insurance Corporation, seeking (i) to ensure that it is not divested of the assets and interests purchased in good faith from the FDIC, as receiver for WMB; and (ii) for indemnification and recovery against the Debtors for certain liabilities that may be asserted against JPMorgan, as successor by merger to WMB, pursuant to a Purchase and Assumption Agreement dated September 25, 2008, with the FDIC. In mid-April 2009, Washington Mutual countered with its own lawsuit against JPM in the Bankruptcy Court, seeking recovery of $4 billion it was holding in deposit accounts at its bank unit when the thrift unit was taken over in September by the FDIC and immediately transferred to JPMorgan Chase & Co. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- is a holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. The Company operates in four segments: the Retail Banking Group, which operates a retail bank network of 2,257 stores in California, Florida, Texas, New York, Washington, Illinois, Oregon, New Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and Connecticut; the Card Services Group, which operates a nationwide credit card lending business; the Commercial Group, which conducts a multi-family and commercial real estate lending business in selected markets, and the Home Loans Group, which engages in nationwide single-family residential real estate lending, servicing and capital markets activities. Washington Mutual Bank was taken over September 25 by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). Wamu owns 100% of the equity in WMI Investment. Weil Gotshal & Manges represents the Debtors as counsel. When WaMu filed for protection from its creditors, it listed assets of $32,896,605,516 and debts of $8,167,022,695. WMI Investment listed assets of $500,000,000 to $1,000,000,000 with zero debts. Bankruptcy Creditors' Service Inc. publishes Washington Mutual Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Washington Mutual Inc. (http://bankrupt.com/newsstand/or 215/945-7000). WIDEOPENWEST FINANCE: S&P Affirms 'B-' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its ratings, including the 'B-' corporate credit rating, on Englewood, Colorado-based cable overbuilder WideOpenWest Finance LLC. S&P also revised the outlook to positive from stable. "The outlook revision reflects healthy operating and financial performance," said Standard & Poor's credit analyst Allyn Arden, "which has resulted in total debt to last-12-month EBITDA declining to 6.6x as of June 30, 2009, from 8.0x in the year-ago period, and could lead to an upgrade over the next year." WEST CORP: Bank Debt Trades at 7.30% Off in Secondary Market ------------------------------------------------------------ Participations in a syndicated loan under which West Corporation is a borrower traded in the secondary market at 92.70 cents-on- the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.25 percentage points from the previous week, The Journal relates. This bank loan matures on July 1, 2016. The Company pays 387 basis points above LIBOR to borrow under the facility. The debt carries Moody's B1 rating while it is not rated by Standard & Poor's. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. The Troubled Company Reporter on Oct. 9, 2009, said that Moody's does not expect to take any immediate rating action following West Corporation's announcement that it has filed for an initial public offering of its common stock. West indicated in its Form S-1 filing that it intends to use part of the net proceeds from the offering to repay or repurchase indebtedness. The last rating action on West Corporation was on May 8, 2007, at which time Moody's lowered the senior secured credit facility rating to B1 from Ba3 while affirming all other credit and liquidity ratings. Based in Omaha, Nebraska, West Corporation is a leading provider of business process outsourcing services. West has a B2 Corporate Family Rating and a stable rating outlook. WESTERN REFINING: Bank Debt Trades at 4.45% Off ----------------------------------------------- Participations in a syndicated loan under which Western Refining, Inc., is a borrower traded in the secondary market at 95.55 cents- on-the-dollar during the week ended Friday, Nov. 6, 2009, according to data compiled by Loan Pricing Corp. and reported in The Wall Street Journal. This represents a drop of 1.70 percentage points from the previous week, The Journal relates. The debt matures on May 31, 2014. The Company pays 600 basis points above LIBOR to borrow under the loan facility and it carries Moody's B3 rating and Standard & Poor's BB- rating. The debt is one of the biggest gainers and losers among widely quoted syndicated loans in secondary trading in the week ended Nov. 6, among the 172 loans with five or more bids. As reported by the Troubled Company Reporter on June 5, 2009, Standard & Poor's affirmed its ratings on Western Refining, Inc., including the 'B+' long- term corporate credit rating and 'BB-' rating on the senior secured debt. The outlook remains negative. At the same time, S&P assigned a 'BB-' rating (one notch above the corporate credit rating) to Western's proposed $600 million senior secured notes due 2017. The recovery rating on this debt is '2', indicating expectations of a substantial recovery (70%-90%) in the event of a default. S&P assigned a 'B-' rating (two notches below the corporate credit rating) on Western's proposed $100 million convertible senior notes due 2014. The recovery rating is '6', indicating expectations of negligible (0%-10%) recovery of principal in the event of default. The TCR reported on June 4, 2009, that Moody's assigned a B3 (LGD 3; 43%) rating to Western Refining, Inc.'s pending $600 million eight-year senior secured note offering and affirmed its existing B3 Corporate Family Rating, B3 Probability of Default Rating, and its B3 senior first secured Term Loan B (LGD 3; though moving the point estimate to 43% from 46%). The note ratings are assigned under Moody's Loss Given Default methodology. The SGL-3 Speculative Grade Liquidity Rating was also affirmed. The rating outlook remains positive. Western Refining, headquartered in El Paso, Texas, is an independent refining and marketing company. Western owns and operates a 128,000 barrel per day low complexity light sweet refinery at El Paso, Texas, a medium sized relatively complex coking refinery at Yorktown, Virginia, and two very small light sweet crude oil refineries in the Four Corners region of New Mexico. YOUNG BROADCASTING: Plan Hearing Set In Firm's Bankruptcy --------------------------------------------------------- Law360 reports that a bankruptcy judge agreed Thursday to let creditors choose between the reorganization plan crafted by debtors Young Broadcasting Inc., favored by senior lenders, and a competing plan by the unsecured creditors committee. As reported by the TCR on Oct. 14, 2009, Young Broadcasting's unsecured creditors have filed a plan of reorganization challenging the Company's plan to sell its assets to its senior lenders for $220 million. The Creditors Committee's plan proposes: * Reinstatement of the prepetition lender claims. * A commitment by certain parties (under the equity commitment agreement) to provide an investment of $38 million of new equity capital in the form of new preferred stock and new common stock * Distribution of 10% of the New Common Stock to noteholders. * The opportunity for noteholders to participate in a rights offering to purchase their pro rata share of the new preferred stock and new common stock. * Distributions to holders of allowed general unsecured claims, except noteholders, equal to the lesser of their pro rata share of $1,000,000 or a one-time cash distribution equal to 10% of the amount of their allowed claims. * Cancellation of existing Equity Interests. * Retention of key Management and creation of a new management and director equity incentive plan. * Distributions of Class B new common stock equal to 40% of the voting stock but only 10% of the beneficial ownership to Vincent Young. A copy of the Disclosure Statement explaining the Committee's Plan is available for free at: http://bankrupt.com/misc/YoungBroadcast_Committee_DS.pdf A copy of the Committee's Plan is available for free at: http://bankrupt.com/misc/YoungBroadcast_Committee_Plan.pdf As reported by the TCR on Sept. 29, 2009, Young Broadcasting Inc. and its debtor-affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, wherein the reorganized Debtors will issue the reorganized Young common stock, and distribute and deliver it to New Young Broadcasting Holding Co. Inc., a new corporation created for the purpose of (i) owning 100% of the reorganized Young common stock issued under the Plan and (ii) issuing the Holdco securities, among other things. A full-text copy of the Debtors' Joint Chapter 11 Plan is available for free at http://ResearchArchives.com/t/s?45aa About Young Broadcasting Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/-- owns 10 television stations and the national television representation firm, Adam Young, Inc. Five stations are affiliated with the ABC Television Network (WKRN-TV -Nashville, TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated with the NBC Television Network (KWQC-TV - Davenport, IA) and one is affiliated with MyNetwork (KRON-TV - San Francisco, CA). In addition, KELO- TV- Sioux Falls, SD is also the MyNetwork affiliate in that market through the use of its digital channel capacity. The Company and its affiliates filed for Chapter 11 protection on February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645). Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP, represents the Debtors in their restructuring effort. The Debtors selected UBS Securities LLC as consultant; Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as claims agent; and David Pauker chief restructuring officer Andrew N. Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as counsel to the official unsecured creditors committee. * 2009's Bank Closings Rise to 120 as 5 Banks Shuttered Friday -------------------------------------------------------------- Regulators closed five banks -- United Security Bank, Sparta, GA; Gateway Bank of St. Louis, St. Louis, MO; Prosperan Bank, Oakdale, MN; United Commercial Bank, San Francisco, CA; and Home Federal Savings Bank, Detroit, MI. -- on November 6, raising the total closings for this year to 120. The Federal Deposit Insurance Corporation was appointed receiver for the banks and entered into purchase and assumption agreements with various banks to assume all of the deposits and certain assets of the five banks. The closings will cost an additional $1.5 billion to the already depleted insurance fund of the FDIC. Just a week ago, the FDIC closed nine banking units of FBOC Corporation. The closings are expected to cost the FDIC's insurance fund a total of $358.2 million. In accordance with Federal law, allowed claims against failed financial institutions will be paid, after administrative expenses, in this order of priority: 1. Depositors 2. General Unsecured Creditors 3. Subordinated Debt 4. Stockholders 416 Banks on Problem List The Federal Deposit Insurance Corporation said August 27 that the number of banks and savings institutions in its "Problem List" increased to 416 at the end of the second quarter compared with 305 at March 31. The 416 banks have combined assets of $299.8 billion. The FDIC said this is the largest number of "problem" institutions since June 30, 1994, and the largest amount of assets on the list since December 31, 1993. At the end of the 2008, there were 252 banks on the Problem List. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. They are rated by the FDIC or Office of the Thrift Supervision as either a "4" or "5", based on a scale of 1 to 5 in ascending order of supervisory concern. The Problem List is not divulged to the public. No advance notice is given to the public when a financial institution is closed. The Deposit Insurance Fund (DIF) decreased by $2.6 billion -- 20.3% -- during the second quarter to $10.4 billion, based on unaudited figures. According to the FDIC, the reduction in the DIF was primarily due to an $11.6 billion increase in loss provisions for bank failures. Twenty-four insured institutions with combined assets of $26.4 billion failed during the second quarter of 2009, the largest number of quarterly failures since the fourth quarter of 1992, when 42 insured institutions failed. For 2009 through the end of the second quarter, 45 insured institutions with combined assets of $35.9 billion failed at an estimated current cost to the DIF of $10.5 billion. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ Q2'09 416 $299,800 24 $26,400 Q1'09 305 $220,047 21 $9,498 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 A copy of the FDIC's Quarterly Banking Profile for the second quarter of 2009 is available for free at: http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf 2009 Failed Banks List The FDIC was appointed as receiver for the closed banks. To protect the depositors, the FDIC entered into a purchase and assumption agreement with various banks that agreed to assume the deposits of most of the closed banks. The FDIC also entered into loss-share transactions on assets bought by the banks. Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ---------- -------------- ----------- United Security $157.0 Ameris Bank $58.0 Gateway Bank $27.7 Central Bank, Kansas $9.2 Prosperan Bank $199.5 Alerus Financial $60.1 United Commercial $11,200.0 East West Bank $1,400.0 Home Federal Savings $14.9 Liberty Bank $12.8 Bank USA, N.A. \ Calif. National | San Diego Nat'l | Pacific National | Park National | $19,400.0 U.S. Bank, NA $2,500.0 Comm. Bank Lemont | North Houston | Madisonville State | Citizens National / First DuPage Bank $279.0 First Midwest Bank $59.0 Partners Bank $65.5 Stonegate Bank $28.6 American United Bank $111.0 Ameris Bank $44.0 Bank of Elmwood $327.4 Tri City Nat'l $101.4 Flagship Nat'l Bank $190.0 First Federal $59.0 Riverview Community $108.0 Central Bank, Stillwater $20.0 Hillcrest Bank Florida $83.0 Stonegate Bank $45.0 San Joaquin Bank $775.0 Citizens Business $103.0 Warren Bank, Warren $538.0 Huntington Nat'l $275.0 Southern Colorado $31.9 Legacy Bank, Wiley $6.6 Jennings State Bank $56.3 Central Bank, Stillwater $11.7 Georgian Bank $2,000.0 First Citizens B&T $892.0 Irwin Union FSB $493.0 First Financial Bank } $850.0 Irwin Union B&T $2,700.0 First Financial Bank } Brickwell Community $72.0 CorTrust Bank $22.0 Corus Bank, NA $7,000.0 MB Fin'l $1,700.0 Venture Bank $970.0 First-Citizens $298.0 First State Bank $105.0 Sunwest Bank $47.0 Vantus Bank $458.0 Great Southern $168.0 First Bank, Kansas $16.0 Great American $6.0 Platinum Community $345.6 -- None -- $114.3 InBank $212.0 MB Financial $66.0 Mainstreet Bank $459.0 Central Bank $95.0 Affinity Bank $1,000.0 Pacific Western $254.0 Bradford Bank $452.0 M&T Buffalo $97.0 First Coweta Bank $167.0 United Bank $48.0 Guaranty Bank $13,000.0 BBVA Compass $3,000.0 CapitalSouth Bank $617.0 IBERIABANK $151.0 ebank, Atlanta, GA $143.0 Stearns Bank $163.0 Colonial Bank $25,000.0 BB&T $2,800.0 Union Bank, N.A. $124.0 MidFirst $61.0 Community Bank Nev $1,520.0 FDIC-Created $781.5 Community Bank Ariz $158.5 MidFirst Bank $25.5 Dwelling House $13.4 PNC Bank, N.A. $6.8 First State Bank $463.0 Stearns Bank, N.A. $116.0 Community National $97.0 Stearns Bank, N.A. $24.0 Community First $209.0 Home Federal $45.0 Integrity Bank $119.0 Stonegate Bank, $46.0 Mutual Bank $1,600.0 United Central $696.0 First BankAmericano $166.0 Crown Bank $15.0 First State, Altus $103.4 Herring Bank, Amarillo $25.2 Peoples Community $705.8 First Financial Bank $129.5 Waterford Village $61.4 Evans Bank, N.A. $5.6 SB - Gwinnett \ State Bank & Trust \ SB - North Fulton | State Bank & Trust | SB - Jones County | $2,800.0 State Bank & Trust | $807.0 SB - Houston County | State Bank & Trust | SB - North Metro | State Bank & Trust | SB - Bibb County / State Bank & Trust / Temecula Valley $1,500.0 First-Citizen $391.0 Vineyard Bank $1,900.0 Calif. Bank $579.0 BankFIrst, Sioux $275.0 Alerus Financial $91.0 First Piedmont $115.0 First American $29.0 Bank of Wyoming $70.0 Central Bank $27.0 John Warner Bank $70.0 State Bank $10.0 1st State Winchest. $36.0 First Nat'l $6.0 Rock River Bank $77.0 Harvard State $27.6 Elizabeth State $55.5 Galena State $11.2 1st Nat'l Danville $166.0 First Financial $24.0 Founders Bank $962.5 PrivateBank $188.5 Millennium State $118.0 State Bank of Tex $47.0 Mirae Bank $456.0 Wilshire State Bank $50.0 Metro Pacific Bank $80.0 Sunwest Bank, Tustin $29.0 Horizon Bank $87.6 Stearns Bank, N.A. $33.5 Neighborhood Comm $221.6 CharterBank, West Point $66.7 Community Bank $199.4 -- None -- $85.0 First National Bank $156.9 Bank of Kansas $32.2 Cooperative Bank $970.0 First Bank, Troy, N.C. $217.0 Southern Community $377.0 United Community $114.0 Bank of Lincolnwood $214.0 Republic Bank, Chicago $83.0 Citizens National $437.0 Morton Community $106.0 Strategic Capital $537.0 Midland States Bank $173.0 BankUnited FSB $12,800.0 WL Ross-Led Investors $4,900.0 Westsound Bank $334.6 Kitsap Bank $108.0 America West $299.4 Cache Valley Bank $119.4 Citizens Community $45.1 N.J. Community Bank $18.1 Silverton Bank $4,100.0 -- None -- $1,300.0 First Bank of Id $488.9 US Bank, Minneapolis $191.2 First Bank of BH $1,500.0 -- None -- $394.0 Heritage Bank $184.6 Level One Bank $71.3 American Southern $112.3 Bank of North Georgia $41.9 Great Basin Bank $270.9 Nevada State Bank $42.0 American Sterling $181.0 Metcalf Bank, Lee $42.0 New Frontier Bank $2,000.0 -- None -- $670.0 Cape Fear Bank $492.0 First Federal, $131.0 Omni National $956.0 -- None -- $290.0 TeamBank, N.A. $669.8 Great Southern Bank $98.0 Colorado National $123.5 Herring Bank, Amarillo $9.0 FirstCity Bank $297.0 -- None -- $100.0 Freedom Bank $173.0 Nat'l Georgia Bank $36.2 Security Savings $238.3 Bank of Nevada, L.V. $59.1 Heritage Community $232.9 MB Financial Bank, N.A. $41.6 Silver Falls $131.4 Citizens Bank $50.0 Pinnacle Bank $73.0 Washington Trust Bank $12.1 Corn Belt Bank $271.8 Carlinville Nat'l Bank $100.0 Riverside Bank $539.0 TIB Bank $201.5 Sherman County $129.8 Heritage Bank $28.0 County Bank $1,700.0 Westamerica Bank $135.0 Alliance Bank $1,140.0 California Bank & Trust $206.0 FirstBank Fin'l $337.0 Regions Bank $111.0 Ocala National $223.5 CenterState Bank $99.6 Suburban Federal $360.0 Bank of Essex $126.0 MagnetBank $292.2 -- None -- $119.4 1st Centennial $803.3 First California Bank $227.0 Bank of Clark $446.5 Umpqua Bank $120.0-145.0 Nat'l Commerce $430.9 Republic Bank of Chi. $97.1 In 2008, 25 banks with total assets of $372 billion failed. IndyMac Bank, FSB, was closed by the Office of Thrift Supervision on July 11, and the FDIC was named conservator. At the time it was closed, IndyMac's assets of $32 billion made it the second largest bank failure in FDIC history. A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html * Albert E. Fowerbaugh, Jr. Joins Butler Rubin as a Partner ----------------------------------------------------------- Albert E. Fowerbaugh, Jr., has joined the Chicago law firm Butler Rubin Saltarelli & Boyd LLP as a partner. At Butler Rubin, Fowerbaugh will concentrate his practice in complex commercial litigation. Most recently, Fowerbaugh was a partner at DLA Piper in Chicago and represented a variety of clients including insurers and financial institutions throughout the United States in federal trial and appellate courts as well as in private arbitrations and significant commercial disputes. He has substantial experience in reinsurance arbitrations and the defense of consumer class actions brought against insurers and other financial institutions and has repeatedly been named an Illinois Super Lawyer. A magna cum laude and Phi Beta Kappa graduate of Kenyon College, Fowerbaugh received his law degree from the University of Michigan Law School in 1989. Formed in 1980, Chicago-based Butler Rubin -- http://www.butlerrubin.com.-- has established itself as a well- known litigation boutique assisting clients nationally and internationally in the core practice areas of reinsurance and commercial litigation, including antitrust, competition law and opt-out antitrust litigation; business reorganization, bankruptcy and insolvency; and products liability and mass tort matters. * Resources Connection Acquires Brincko Associates for $43.3MM -------------------------------------------------------------- Kimberly Maul at prweekus.com reports that Resources Connection has acquired corporate advisory and restructuring firm Brincko Associates and strategic communications firm Sitrick & Co. for an for an initial $43.3 million, of which $28.2 million was cash. Brincko Associates is an international management consulting firm established to provide personalized attention and expertise in offering practical consulting advice for a variety of business situations. * BOND PRICING -- For Week From Nov. 2 - 6, 2009 ------------------------------------------------ Company Coupon Maturity Bid Price ------- ------ -------- --------- ABITIBI-CONS FIN 7.88% 08/01/09 9.00 BOWATER INC 9.50% 10/15/12 23.50 BOWATER INC 6.50% 06/15/13 26.50 BOWATER INC 9.38% 12/15/21 25.00 AMBAC INC 9.38% 08/01/11 42.50 ADVANTA CAP TR 8.99% 12/17/26 5.00 ANTIGENICS 5.25% 02/01/25 39.04 APRIA HEALTHCARE 3.38% 09/01/33 58.00 ANTHRACITE CAP 11.75% 09/01/27 40.75 AMER GENL FIN 3.88% 11/15/09 97.60 AMER GENL FIN 4.00% 11/15/09 99.50 AMER GENL FIN 4.20% 11/15/09 99.50 INTL LEASE FIN 4.50% 11/15/09 99.35 AMER GENL FIN 4.60% 11/15/09 99.50 AMER GENL FIN 5.65% 07/15/10 79.00 AMBASSADORS INTL 3.75% 04/15/27 43.75 AMBASSADORS INTL 3.75% 04/15/27 46.25 AMR CORP 10.40% 03/10/11 46.00 AMR CORP 10.45% 11/15/11 49.00 ALERIS INTL INC 10.00% 12/15/16 1.10 SPACEHAB INC 5.50% 10/15/10 45.25 MERRILL LYNCH 9.00% 03/09/11 96.70 BAC-CALL11/09 6.00% 05/15/21 97.70 BAC-CALL11/09 6.25% 05/15/26 99.65 BANK NEW ENGLAND 8.75% 04/01/99 9.25 BANK NEW ENGLAND 9.88% 09/15/99 10.03 BLOCKBUSTER INC 9.00% 09/01/12 56.60 BELL MICROPRODUC 3.75% 03/05/24 40.00 BANKUNITED FINL 3.13% 03/01/34 3.50 BROOKSTONE CO 12.00% 10/15/12 57.40 CAPMARK FINL GRP 5.88% 05/10/12 22.00 CAPMARK FINL GRP 8.30% 05/10/17 22.00 CLEAR CHANNEL 4.50% 01/15/10 93.85 CLEAR CHANNEL 6.25% 03/15/11 66.00 CLEAR CHANNEL 4.40% 05/15/11 64.00 COMPUDYNE CORP 6.25% 01/15/11 39.50 CONGOLEUM CORP 8.63% 08/01/08 20.50 CHAMPION ENTERPR 2.75% 11/01/37 10.63 CHARTER COMM HLD 10.75% 10/01/09 2.00 CHARTER COMM HLD 9.92% 04/01/11 1.00 CCH I LLC 9.92% 04/01/14 0.78 CCH I LLC 10.00% 05/15/14 1.00 CCH I LLC 12.13% 01/15/15 1.19 CCH I/CCH I CP 11.00% 10/01/15 20.31 CCH I/CCH I CP 11.00% 10/01/15 18.00 CHARTER COMM INC 6.50% 10/01/27 34.00 CIT GROUP INC 3.95% 12/15/09 65.75 CIT GROUP INC 4.80% 12/15/09 65.55 CIT GROUP INC 4.85% 12/15/09 68.10 CIT GROUP INC 6.25% 12/15/09 65.00 CIT GROUP INC 6.50% 12/15/09 65.75 CIT GROUP INC 4.25% 02/01/10 66.80 CIT GROUP INC 4.05% 02/15/10 65.30 CIT GROUP INC 5.05% 02/15/10 65.30 CIT GROUP INC 5.15% 02/15/10 63.50 CIT GROUP INC 6.25% 02/15/10 65.75 CIT GROUP INC 6.50% 02/15/10 65.75 CIT GROUP INC 4.30% 03/15/10 65.00 CIT GROUP INC 4.85% 03/15/10 61.00 CIT GROUP INC 5.05% 03/15/10 65.30 CIT GROUP INC 5.15% 03/15/10 65.30 CIT GROUP INC 6.50% 03/15/10 65.75 CIT GROUP INC 4.45% 05/15/10 65.75 CIT GROUP INC 5.25% 05/15/10 62.55 CIT GROUP INC 4.30% 06/15/10 58.50 CIT GROUP INC 4.35% 06/15/10 64.87 CIT GROUP INC 5.30% 06/15/10 65.75 CIT GROUP INC 4.60% 08/15/10 66.25 CIT GROUP INC 5.45% 08/15/10 65.25 CIT GROUP INC 5.50% 08/15/10 64.00 CIT GROUP INC 4.25% 09/15/10 64.50 CIT GROUP INC 5.25% 09/15/10 65.75 CIT GROUP INC 5.20% 11/03/10 69.00 CIT GROUP INC 5.05% 11/15/10 64.00 CIT GROUP INC 5.25% 11/15/10 65.00 CIT GROUP INC 5.25% 11/15/10 65.30 CIT GROUP INC 5.25% 11/15/10 65.25 CIT GROUP INC 4.75% 12/15/10 66.25 CIT GROUP INC 4.90% 12/15/10 64.89 CIT GROUP INC 5.00% 12/15/10 66.25 CIT GROUP INC 5.05% 12/15/10 64.76 CIT GROUP INC 5.25% 12/15/10 58.00 CIT GROUP INC 6.50% 12/15/10 65.00 CIT GROUP INC 6.50% 01/15/11 64.13 CIT GROUP INC 5.15% 02/15/11 65.75 CIT GROUP INC 5.15% 02/15/11 65.25 CIT GROUP INC 6.60% 02/15/11 64.50 CIT GROUP INC 5.00% 03/15/11 58.50 CIT GROUP INC 6.50% 03/15/11 65.25 CIT GROUP INC 6.75% 03/15/11 62.65 CIT GROUP INC 5.15% 04/15/11 57.00 CIT GROUP INC 5.60% 04/27/11 65.60 CIT GROUP INC 5.40% 05/15/11 58.00 CIT GROUP INC 12.00% 12/18/18 18.13 CIT GROUP INC 12.00% 12/18/18 18.13 CIT GROUP INC 6.10% 03/15/67 8.25 COLLINS & AIKMAN 10.75% 12/31/11 0.05 COLLINS & AIKMAN 12.88% 08/15/12 1.00 COOPER-STANDARD 8.38% 12/15/14 18.00 CALLON PETROLEUM 9.75% 12/08/10 68.73 CRAY-CALL12/09 3.00% 12/01/24 96.00 CITADEL BROADCAS 8.00% 02/15/11 17.50 DECODE GENETICS 3.50% 04/15/11 14.00 DELPHI CORP 6.50% 08/15/13 0.50 DELPHI CORP 8.25% 10/15/33 0.00 DOWNEY FINANCIAL 6.50% 07/01/14 16.00 EDDIE BAUER HLDG 5.25% 04/01/14 0.35 EVERGREEN SOLAR 4.00% 07/15/13 35.75 FRANKLIN BANK 4.00% 05/01/27 1.25 FEDDERS NORTH AM 9.88% 03/01/14 0.92 FLEETWOOD ENTERP 14.00% 12/15/11 31.25 FINLAY FINE JWLY 8.38% 06/01/12 4.10 FAIRPOINT COMMUN 13.13% 04/01/18 16.88 FAIRPOINT COMMUN 13.13% 04/02/18 17.00 GET-CALL11/09 8.00% 11/15/13 102.25 GENERAL MOTORS 9.45% 11/01/11 13.75 GENERAL MOTORS 7.13% 07/15/13 15.25 GENERAL MOTORS 7.70% 04/15/16 15.25 GENERAL MOTORS 8.80% 03/01/21 15.00 GENERAL MOTORS 9.40% 07/15/21 15.25 GENERAL MOTORS 8.25% 07/15/23 15.75 GENERAL MOTORS 8.10% 06/15/24 15.50 GENERAL MOTORS 7.40% 09/01/25 15.25 GENERAL MOTORS 8.38% 07/15/33 15.50 GMAC LLC 5.20% 11/15/09 99.50 GMAC LLC 6.75% 11/15/09 96.50 GMAC LLC 6.80% 11/15/09 98.88 GMAC LLC 7.00% 11/15/09 99.63 GMAC LLC 7.25% 11/15/09 99.38 GASCO ENERGY INC 5.50% 10/05/11 45.50 HERBST GAMING 8.13% 06/01/12 5.50 HILTON HOTELS 7.20% 12/15/09 92.63 155 E TROPICANA 8.75% 04/01/12 1.25 HAWAIIAN TELCOM 9.75% 05/01/13 2.25 IDEARC INC 8.00% 11/15/16 5.21 INDALEX HOLD 11.50% 02/01/14 1.06 INN OF THE MOUNT 12.00% 11/15/10 40.00 KAISER ALUM&CHEM 12.75% 02/01/03 4.00 KEYSTONE AUTO OP 9.75% 11/01/13 33.50 LAZYDAYS RV 11.75% 05/15/12 3.00 LEHMAN BROS HLDG 7.20% 08/15/09 14.00 LEHMAN BROS HLDG 7.88% 11/01/09 14.00 LEHMAN BROS HLDG 4.50% 07/26/10 13.00 LEHMAN BROS HLDG 7.88% 08/15/10 14.25 LEHMAN BROS HLDG 4.38% 11/30/10 15.00 LEHMAN BROS HLDG 5.00% 01/14/11 14.25 LEHMAN BROS HLDG 6.00% 04/01/11 14.50 LEHMAN BROS HLDG 5.75% 04/25/11 13.00 LEHMAN BROS HLDG 5.75% 07/18/11 15.63 LEHMAN BROS HLDG 4.50% 08/03/11 11.58 LEHMAN BROS HLDG 6.63% 01/18/12 15.75 LEHMAN BROS HLDG 5.25% 02/06/12 14.00 LEHMAN BROS HLDG 6.00% 07/19/12 14.60 LEHMAN BROS HLDG 5.00% 01/22/13 12.50 LEHMAN BROS HLDG 5.63% 01/24/13 15.00 LEHMAN BROS HLDG 5.10% 01/28/13 13.13 LEHMAN BROS HLDG 5.00% 02/11/13 13.00 LEHMAN BROS HLDG 4.70% 03/06/13 13.60 LEHMAN BROS HLDG 5.00% 03/27/13 11.90 LEHMAN BROS HLDG 5.75% 05/17/13 14.50 LEHMAN BROS HLDG 4.80% 03/13/14 14.00 LEHMAN BROS HLDG 5.00% 08/03/14 13.50 LEHMAN BROS HLDG 6.20% 09/26/14 15.75 LEHMAN BROS HLDG 5.15% 02/04/15 13.25 LEHMAN BROS HLDG 5.25% 02/11/15 12.75 LEHMAN BROS HLDG 8.80% 03/01/15 15.25 LEHMAN BROS HLDG 6.00% 06/26/15 13.00 LEHMAN BROS HLDG 8.50% 08/01/15 15.20 LEHMAN BROS HLDG 5.00% 08/05/15 12.50 LEHMAN BROS HLDG 6.00% 12/18/15 13.50 LEHMAN BROS HLDG 5.50% 04/04/16 14.00 LEHMAN BROS HLDG 5.75% 01/03/17 0.02 LEHMAN BROS HLDG 8.92% 02/16/17 12.75 LEHMAN BROS HLDG 6.50% 07/19/17 0.01 LEHMAN BROS HLDG 11.00% 10/25/17 11.50 LEHMAN BROS HLDG 5.88% 11/15/17 15.00 LEHMAN BROS HLDG 6.75% 12/28/17 0.01 LEHMAN BROS HLDG 5.60% 01/22/18 11.01 LEHMAN BROS HLDG 5.70% 01/28/18 12.50 LEHMAN BROS HLDG 5.50% 02/04/18 12.30 LEHMAN BROS HLDG 5.55% 02/11/18 12.55 LEHMAN BROS HLDG 6.00% 02/12/18 11.13 LEHMAN BROS HLDG 5.50% 02/19/18 12.55 LEHMAN BROS HLDG 5.35% 02/25/18 12.75 LEHMAN BROS HLDG 5.25% 03/05/18 10.90 LEHMAN BROS HLDG 6.88% 05/02/18 16.00 LEHMAN BROS HLDG 5.50% 11/04/18 12.63 LEHMAN BROS HLDG 8.05% 01/15/19 11.50 LEHMAN BROS HLDG 7.00% 04/16/19 11.00 LEHMAN BROS HLDG 6.00% 01/22/20 11.38 LEHMAN BROS HLDG 6.00% 02/12/20 13.63 LEHMAN BROS HLDG 5.10% 02/15/20 10.51 LEHMAN BROS HLDG 5.50% 02/27/20 12.55 LEHMAN BROS HLDG 5.40% 03/06/20 13.13 LEHMAN BROS HLDG 5.25% 03/08/20 12.30 LEHMAN BROS HLDG 5.35% 03/13/20 11.00 LEHMAN BROS HLDG 5.40% 03/20/20 11.00 LEHMAN BROS HLDG 5.20% 05/13/20 13.63 LEHMAN BROS HLDG 5.50% 08/19/20 13.25 LEHMAN BROS HLDG 5.80% 09/03/20 13.25 LEHMAN BROS HLDG 5.65% 09/14/20 14.00 LEHMAN BROS HLDG 6.00% 01/29/21 11.63 LEHMAN BROS HLDG 6.25% 02/05/21 13.00 LEHMAN BROS HLDG 8.75% 12/21/21 12.50 LEHMAN BROS HLDG 8.00% 03/05/22 13.00 LEHMAN BROS HLDG 11.00% 06/22/22 12.63 LEHMAN BROS HLDG 6.75% 07/01/22 11.00 LEHMAN BROS HLDG 11.50% 09/26/22 12.81 LEHMAN BROS HLDG 6.60% 10/03/22 12.94 LEHMAN BROS HLDG 6.40% 10/11/22 11.00 LEHMAN BROS HLDG 9.50% 12/28/22 13.13 LEHMAN BROS HLDG 9.50% 01/30/23 13.25 LEHMAN BROS HLDG 8.75% 02/06/23 12.00 LEHMAN BROS HLDG 6.25% 02/22/23 13.13 LEHMAN BROS HLDG 8.40% 02/22/23 14.00 LEHMAN BROS HLDG 9.50% 02/27/23 10.00 LEHMAN BROS HLDG 6.50% 02/28/23 11.50 LEHMAN BROS HLDG 6.50% 03/06/23 11.00 LEHMAN BROS HLDG 10.00% 03/13/23 13.50 LEHMAN BROS HLDG 5.50% 03/14/23 12.43 LEHMAN BROS HLDG 8.00% 03/17/23 13.88 LEHMAN BROS HLDG 5.75% 03/27/23 13.13 LEHMAN BROS HLDG 5.50% 04/08/23 11.50 LEHMAN BROS HLDG 5.50% 04/15/23 12.55 LEHMAN BROS HLDG 5.50% 04/23/23 13.63 LEHMAN BROS HLDG 5.38% 05/06/23 12.00 LEHMAN BROS HLDG 7.00% 05/12/23 11.02 LEHMAN BROS HLDG 5.25% 05/20/23 12.43 LEHMAN BROS HLDG 5.00% 05/28/23 13.00 LEHMAN BROS HLDG 5.00% 05/30/23 12.55 LEHMAN BROS HLDG 5.00% 06/17/23 10.90 LEHMAN BROS HLDG 4.80% 06/24/23 12.30 LEHMAN BROS HLDG 18.00% 07/14/23 13.25 LEHMAN BROS HLDG 5.50% 08/05/23 12.35 LEHMAN BROS HLDG 6.10% 08/12/23 13.13 LEHMAN BROS HLDG 5.60% 09/23/23 11.00 LEHMAN BROS HLDG 5.50% 10/07/23 9.01 LEHMAN BROS HLDG 5.75% 10/15/23 12.55 LEHMAN BROS HLDG 7.73% 10/15/23 15.00 LEHMAN BROS HLDG 5.75% 10/21/23 12.30 LEHMAN BROS HLDG 5.75% 11/12/23 12.55 LEHMAN BROS HLDG 5.75% 11/25/23 12.30 LEHMAN BROS HLDG 10.38% 05/24/24 11.00 LEHMAN BROS HLDG 5.45% 03/15/25 12.55 LEHMAN BROS HLDG 6.20% 06/15/27 11.40 LEHMAN BROS HLDG 6.63% 07/27/27 13.25 LEHMAN BROS HLDG 6.50% 09/20/27 13.75 LEHMAN BROS HLDG 7.00% 09/27/27 15.25 LEHMAN BROS HLDG 6.50% 10/18/27 10.50 LEHMAN BROS HLDG 6.50% 10/25/27 13.75 LEHMAN BROS HLDG 6.75% 11/22/27 13.00 LEHMAN BROS HLDG 6.00% 10/23/28 12.43 LEHMAN BROS HLDG 6.00% 11/18/28 12.55 LEHMAN BROS HLDG 5.75% 12/16/28 12.00 LEHMAN BROS HLDG 5.75% 12/23/28 12.55 LEHMAN BROS HLDG 5.50% 01/27/29 13.25 LEHMAN BROS HLDG 5.50% 02/03/29 12.40 LEHMAN BROS HLDG 5.70% 02/10/29 12.15 LEHMAN BROS HLDG 5.60% 02/17/29 12.55 LEHMAN BROS HLDG 5.60% 02/24/29 12.55 LEHMAN BROS HLDG 5.60% 03/02/29 13.13 LEHMAN BROS HLDG 5.55% 03/09/29 12.75 LEHMAN BROS HLDG 5.40% 03/30/29 12.55 LEHMAN BROS HLDG 5.45% 04/06/29 12.55 LEHMAN BROS HLDG 5.70% 04/13/29 13.13 LEHMAN BROS HLDG 5.90% 05/04/29 13.13 LEHMAN BROS HLDG 6.20% 05/25/29 12.55 LEHMAN BROS HLDG 6.05% 06/29/29 13.63 LEHMAN BROS HLDG 6.00% 07/20/29 12.55 LEHMAN BROS HLDG 5.75% 08/24/29 12.40 LEHMAN BROS HLDG 5.70% 09/07/29 13.00 LEHMAN BROS HLDG 5.75% 09/14/29 13.13 LEHMAN BROS HLDG 5.75% 10/12/29 12.43 LEHMAN BROS HLDG 5.65% 11/23/29 12.55 LEHMAN BROS HLDG 5.70% 12/14/29 11.00 LEHMAN BROS HLDG 5.55% 01/25/30 12.55 LEHMAN BROS HLDG 5.45% 02/22/30 12.55 LEHMAN BROS HLDG 5.60% 02/25/30 11.50 LEHMAN BROS HLDG 5.63% 03/15/30 13.63 LEHMAN BROS HLDG 5.75% 03/29/30 13.13 LEHMAN BROS HLDG 5.60% 05/03/30 11.00 LEHMAN BROS HLDG 5.35% 06/14/30 12.55 LEHMAN BROS HLDG 5.40% 06/21/30 12.30 LEHMAN BROS HLDG 5.45% 07/19/30 13.00 LEHMAN BROS HLDG 5.50% 08/02/30 12.43 LEHMAN BROS HLDG 5.65% 08/16/30 12.55 LEHMAN BROS HLDG 5.45% 09/20/30 12.40 LEHMAN BROS HLDG 5.55% 09/27/30 10.50 LEHMAN BROS HLDG 5.80% 10/25/30 12.55 LEHMAN BROS HLDG 5.85% 11/08/30 13.00 LEHMAN BROS HLDG 5.95% 12/20/30 13.13 LEHMAN BROS HLDG 5.90% 02/07/31 12.30 LEHMAN BROS HLDG 6.15% 04/11/31 13.13 LEHMAN BROS HLDG 6.85% 08/16/32 13.13 LEHMAN BROS HLDG 6.85% 08/23/32 12.56 LEHMAN BROS HLDG 6.90% 09/01/32 13.00 LEHMAN BROS HLDG 6.80% 09/07/32 12.00 LEHMAN BROS HLDG 7.00% 10/04/32 10.00 LEHMAN BROS HLDG 6.50% 11/15/32 11.50 LEHMAN BROS HLDG 6.50% 01/17/33 10.50 LEHMAN BROS HLDG 6.75% 03/11/33 13.63 LEHMAN BROS HLDG 6.00% 04/30/34 11.50 LEHMAN BROS HLDG 6.00% 07/30/34 12.00 LEHMAN BROS HLDG 5.55% 12/31/34 13.75 LEHMAN BROS HLDG 5.65% 12/31/34 12.30 LEHMAN BROS HLDG 6.00% 02/21/36 12.30 LEHMAN BROS HLDG 6.00% 02/24/36 12.43 LEHMAN BROS HLDG 6.40% 12/19/36 15.25 LEHMAN BROS HLDG 6.50% 12/22/36 13.50 LEHMAN BROS HLDG 6.00% 02/12/37 12.55 LEHMAN BROS HLDG 6.50% 02/13/37 12.50 LEHMAN BROS HLDG 6.30% 03/27/37 9.50 LEHMAN BROS HLDG 6.50% 06/21/37 12.00 LEHMAN BROS HLDG 6.50% 07/13/37 13.25 LEHMAN BROS HLDG 7.00% 07/27/37 13.00 LEHMAN BROS HLDG 7.00% 09/28/37 10.97 LEHMAN BROS HLDG 6.75% 10/26/37 11.50 LEHMAN BROS HLDG 7.00% 11/16/37 9.90 LEHMAN BROS HLDG 7.00% 12/28/37 11.40 LEHMAN BROS HLDG 7.00% 01/31/38 12.50 LEHMAN BROS HLDG 7.00% 02/01/38 10.85 LEHMAN BROS HLDG 7.00% 02/07/38 13.25 LEHMAN BROS HLDG 7.00% 02/08/38 11.17 LEHMAN BROS HLDG 7.05% 02/27/38 12.50 LEHMAN BROS HLDG 7.25% 02/27/38 11.00 LEHMAN BROS HLDG 7.10% 03/25/38 13.75 LEHMAN BROS HLDG 7.00% 04/22/38 13.25 LEHMAN BROS HLDG 7.25% 04/29/38 11.20 LEHMAN BROS HLDG 7.35% 05/06/38 11.05 LANDAMERICA 3.13% 11/15/33 27.00 CREDENCE SYSTEM 3.50% 05/15/10 61.00 LTX-CREDENCE 3.50% 05/15/11 45.00 ARCO CHEMICAL CO 10.25% 11/01/10 69.00 MILLENNIUM AMER 7.63% 11/15/26 18.00 MAJESTIC STAR 9.50% 10/15/10 66.25 MAJESTIC STAR 9.75% 01/15/11 10.00 MASHANTUCKET PEQ 8.50% 11/15/15 29.88 MERISANT CO 9.50% 07/15/13 3.60 MORRIS PUBLISH 7.00% 08/01/13 28.50 NORTH ATL TRADNG 9.25% 03/01/12 30.00 NEFF CORP 10.00% 06/01/15 12.00 NEWARK GROUP INC 9.75% 03/15/14 35.50 NEWPAGE CORP 12.00% 05/01/13 48.75 NTK HOLDINGS INC 10.75% 03/01/14 3.00 OSCIENT PHARM 12.50% 01/15/11 3.00 PANOLAM INDUSTRI 10.75% 10/01/13 31.50 PALM HARBOR 3.25% 05/15/24 55.00 RAFAELLA APPAREL 11.25% 06/15/11 33.25 RAIT FINANCIAL 6.88% 04/15/27 40.27 READER'S DIGEST 9.00% 02/15/17 1.44 RESIDENTIAL CAP 8.38% 06/30/10 80.80 RESIDENTIAL CAP 8.00% 02/22/11 65.25 RH DONNELLEY 6.88% 01/15/13 7.50 RH DONNELLEY 6.88% 01/15/13 7.50 RH DONNELLEY 6.88% 01/15/13 8.00 DEX MEDIA WEST 9.88% 08/15/13 21.00 DEX MEDIA INC 8.00% 11/15/13 18.00 DEX MEDIA INC 9.00% 11/15/13 20.50 DEX MEDIA INC 9.00% 11/15/13 18.50 RH DONNELLEY 8.88% 01/15/16 8.00 RH DONNELLEY 8.88% 10/15/17 7.69 ROTECH HEALTHCA 9.50% 04/01/12 54.00 SPHERIS INC 11.00% 12/15/12 53.25 SIX FLAGS INC 9.75% 04/15/13 24.00 SIX FLAGS INC 9.63% 06/01/14 23.00 SIX FLAGS INC 4.50% 05/15/15 23.00 STANLEY-MARTIN 9.75% 08/15/15 30.00 STATION CASINOS 6.00% 04/01/12 23.50 STATION CASINOS 6.50% 02/01/14 2.13 STATION CASINOS 6.88% 03/01/16 2.25 STATION CASINOS 7.75% 08/15/16 24.00 STATION CASINOS 6.63% 03/15/18 2.00 TEKNI-PLEX INC 12.75% 06/15/10 80.00 THORNBURG MTG 8.00% 05/15/13 5.38 TRANSMERIDIAN EX 12.00% 12/15/10 20.50 TOM'S FOODS INC 10.50% 11/01/04 2.25 TOUSA INC 9.00% 07/01/10 45.00 TOUSA INC 9.00% 07/01/10 42.00 TOUSA INC 7.50% 03/15/11 4.50 TOUSA INC 10.38% 07/01/12 5.24 TOUSA INC 7.50% 01/15/15 3.50 TRIBUNE CO 5.67% 12/08/08 12.85 TRIBUNE CO 4.88% 08/15/10 11.75 TIMES MIRROR CO 7.25% 03/01/13 11.50 TRIBUNE CO 5.25% 08/15/15 10.98 TIMES MIRROR CO 7.50% 07/01/23 10.00 TIMES MIRROR CO 6.61% 09/15/27 12.00 TIMES MIRROR CO 7.25% 11/15/96 5.80 TRUMP ENTERTNMNT 8.50% 06/01/15 7.00 VION PHARM INC 7.75% 02/15/12 25.51 VERENIUM CORP 5.50% 04/01/27 45.50 VERASUN ENERGY 9.38% 06/01/17 14.42 VISTEON CORP 7.00% 03/10/14 23.00 WCI COMMUNITIES 9.13% 05/01/12 1.50 WCI COMMUNITIES 7.88% 10/01/13 2.00 WCI COMMUNITIES 4.00% 08/05/23 1.56 WII COMPONENTS 10.00% 02/15/12 45.25 WASH MUTUAL INC 4.20% 01/15/10 93.75 WASH MUTUAL INC 8.25% 04/01/10 74.00 WASH MUT BANK NV 5.55% 06/16/10 32.90 WASH MUT BANK NV 5.50% 01/15/13 0.39 WASH MUT BANK FA 5.65% 08/15/14 0.03 WASH MUT BANK FA 5.13% 01/15/15 0.25 YOUNG BROADCSTNG 10.00% 03/01/11 1.56 YOUNG BROADCSTNG 8.75% 01/15/14 0.50 USFREIGHTWAYS 8.50% 04/15/10 72.18 YELLOW CORP 5.00% 08/08/23 29.00 YELLOW CORP 5.00% 08/08/23 65.00 ********* 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. Howard C. Tolentino, 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 **