/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/091126.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 26, 2009, Vol. 13, No. 327 Headlines 24 HOUR: Moody's Affirms Corporate Family Rating at 'B2' ABITIBIBOWATER INC: Committee Challenge Period Extended to Feb. 3 ABITIBIBOWATER INC: Belt Power, et al., Sell Claims to Sierra ABITIBIBOWATER INC: To Pay Augusta When It Has Cash Shortage ACCREDITED HOME: Obtains Dec. 31 Extension for Plan Filing ADVANCED MICRO: To Close $500 Million Notes Offering on Nov. 30 ADVANTA CORP: U.S. Trustee Appoints 5-Member Creditors Committee AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 1 ALERIS INTERNATIONAL: Updates Rule 2015.3 Report ALL LAND INVESTMENTS: Section 341(a) Meeting Set for December 8 AMERICAN INT'L: Settles Disputes with Former Chairman Greenberg AMERICAN INT'L: Adjusts CFO Herzog, 2 Execs Compensation AMERICAN INT'L: Bachus Requests Information on Creditors AMERICAN INT'L: Unit Employees May Depart If Bonuses Aren't Paid ASHLAND INC: Moody's Gives Stable Outlook, Affirms 'Ba3' Ratings ASSET RESOLUTION: Case Transferred to Nevada Bankruptcy Court BANK OF AMERICA: Deutsche Bank, BNP Sue for Nonpayment of Notes BANK OF AMERICA: Fitch Corrects Preferred Stock Rating to 'B+' BEAZER HOMES: Norma Provencio Joins Board of Directors BERNARD MADOFF: Proposed Probe of Liquidator Denied BIG SKY: Affiliates Receive CCAA Stay Order BLACK GAMING: S&P Withdraws 'D' Corporate Credit Rating BONTEN MEDIA: Moody's Reviews 'Caa1' Rating for Possible Cut BOSTON & MAINE: Boston Transit Body Can't Recoup Railroad Costs BRIDGEVIEW AEROSOL: U.S. Trustee Picks 7-Member Creditors Panel CALFRAC WELL: Moody's Downgrades Corporate Family Rating to 'B1' CAMARGO CORREA: Fitch Assigns Issuer Default Rating at 'BB' CAPMARK FINANCIAL: Proposes to Assign $50MM Loan Commitment CAPMARK FINANCIAL: Proposes to Sell Outstanding Shares in Premier CAPMARK FINANCIAL: Gets OK to Sell Mortgage Biz. to Berkshire CAPMARK FINANCIAL: US Trustee Balks at Prepetition Claims Payment CATALYST PAPER: Exchange Offer Cues Moody's to Junk Ratings CATALYST PAPER: Reaches Arbitration Settlement with Island Cogen CENTRAL KANSAS: Gets Interim OK to Hire Redmond as Bankr. Counsel CENTRAL KANSAS: Sec. 341 Meeting Set for December 7 CHADWICK PRATER: Files for Chapter 11 Bankruptcy in Nashville CHAMPION ENTERPRISES: Financing, Cash Collateral Use Interim OK CHARTER COMMUNICATIONS: District Court Also Won't Stop Exit Plan CHEMTURA CORP: Balks at Shareholders' Objection to Deloitte CHEMTURA CORP: Creditors Transfer Claims Totaling $2.37MM CHEMTURA CORP: Pentair Wants Great Lakes to Give Up Documents CHRYSLER LLC: Gets Nod for Claim Settlement Procedures CHRYSLER LLC: Gets Nod for Funding Arrangement for Wind-Down CHRYSLER LLC: New Chrysler May Lose Over 100 Dealerships CHRYSLER LLC: Wants Plan Exclusivity Until December 30 CIENA CORP: S&P Downgrades Corporate Credit Rating to 'B' CIMINO BROKERAGE: Case Summary & 20 Largest Unsecured Creditors CITADEL DIVERSIFIED: Blue Ribbon Named Administrator for 2 Funds CITIZENS REPUBLIC: Fitch Cuts Issuer Default Ratings to 'B' CLEARWIRE ESCROW: Moody's Assigns 'Caa1' Rating on $920 Mil. Notes COACHMEN INDUSTRIES: Has Exclusive Rights to Wick's Home Designs COMMERCIAL VEHICLE: S&P Assigns 'CCC' Senior Unsecured Debt Rating CONEXANT SYSTEMS: Swaps $3.3 Million in Bond Debt for Equity COREL CORP: Amends Solicitation Statements, Discusses Vector Deal COUNTRY COACH: Must Reach Deal With McCombs to Avert Liquidation DECODE GENETICS: Proposes Polaris/ARCH-Led Auction for Assets DECODE GENETICS: Gets Court Nod to Hire DCA as Claims Agent DECODE GENETICS: Gets Court's Approval for First Day Motions DECODE GENETICS: Gets Delisting Notice From Nasdaq; to Appeal DELTA AIR LINES: Expands Omni Air Maintenance Relationship DELTA AIR LINES: Files Prospectus on Pass Through Trusts DELTA AIR LINES: Lord Abbett Holds 4.74% Equity Stake DOMTAR CORP: S&P Changes Outlook to Positive; Affirms 'BB' Rating DUBAI WORLD: Seeks 6-Month Standstill on Debt; Deloitte on Board DUBAI WORLD: S&P Cuts Ratings on Several Gov't-Related Entities ECO2 PLASTICS: Files Voluntary Chapter 11 Petition ECO2 PLASTICS: Case Summary & 20 Largest Unsecured Creditors EMPIRE RESORTS: Has Default Notice from Bank of New York Mellon ERNIE LEE JACOBSEN: Wants Schedules Filing Extended Until Dec. 8 ESCADA AG: Deutschland Unit Applies for Insolvency Proceedings ESCADA AG: US Unit Wants March 15 Lease Decision Deadline ESCADA AG: US Unit Wants Plan Exclusivity Until March 15 EXTENDED STAY: Appeals BoA Lawsuit Transfer Ruling EXTENDED STAY: Appeals Line Trust Lawsuit Transfer Ruling EXTENDED STAY: Bankr. Jurisdiction on Five Mile Suit Questioned FIRST REPUBLIC: Fitch Changes Watch on Note Ratings to Negative FORUM HEALTH: Can Weigh Asset's Future Until December 14 FREDDIE MAC: Files October 2009 Monthly Volume Summary GLOBAL ENERGY: Files for Chapter 11 Protection GSL DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors GTC BIOTHERAPEUTICS: NASDAQ Compliance Date Moved to March 2010 HOLDINGS GAMING: S&P Junks Corporate Credit Rating From 'B-' HYPERDYNAMICS CORP: Receives NYSE Amex Noncompliance Letter INERTIA LLC: Voluntary Chapter 11 Case Summary INTERTAPE POLYMER: Files 2002-2008 Annual Reports for Savings Plan INTERTAPE POLYMER: Reports $2 Mil. Net Earnings for Sept. 30 Qtr ION MEDIA: Bankruptcy Court Enters Order Confirming Ch. 11 Plan JACO FOODS: Sec. 341 Meeting Set for December 14 JACO FOODS: List of 20 Largest Unsecured Creditors JAMES YMSON: Case Summary & 12 Largest Unsecured Creditors JIM PALMER: Sells Assets to Two Chicago Businessmen JPP INC: Voluntary Chapter 11 Case Summary KIRKLAND HUTCHESON: Case Summary & 20 Largest Unsecured Creditors LANDAMERICA FIN'L: Court Confirms Chapter 11 Plan LANDAMERICA FIN'L: OneStop in Chapter 11 to Complete Wind-Down LANDAMERICA FIN'L: OneStop Files Disclosure Statement LEHMAN BROTHERS: Crown Bank Has Go Signal to Pursue Suit LEHMAN BROTHERS: HK Liquidators Bring US$11.7 Bil. Claim LEHMAN BROTHERS: LBI Trustee Has Pact With Large Cap Fund LEHMAN BROTHERS: Metavante Brings Swap Dispute to District Court LEHMAN BROTHERS: Told It Can Tap $15M Excess D&O Policy LEXINGTON PRECISION: U.S. Trustee Amends 7-Member Creditors Panel LIFE SCIENCES: Consummates Going Private Transaction with Lion MAJESTIC STAR: Receives Approval of First Day Motions MAJESTIC STAR: Moody's Withdraws HoldCo's "D" PDR MAJESTIC STAR: Updated Case Summary & 20 Largest Unsec. Creditors MEDICAL CONNECTIONS: Reports $1.9-Mil. Net Loss for Q3 2009 MERITAGE HOMES: S&P Affirms Corporate Credit Rating at 'B+' MERRIMAN CURHAN FORD: Receives NASDAQ Noncompliance Notice MESABA AVIATION: In Forma Pauperis Requests Not Secret in 8th Cir. METRO-GOLDWYN-MAYER: Tests Market; Inks Confidentiality Deals MGM MIRAGE: Dubai World Restructuring Won't Affect CityCenter MHG CASA MADRONA: Has Until March 2010 to Stabilize Finances MIDWAY GAMES: Plan Exclusivity Extended Until Dec. 29 MOMENTIVE PERFORMANCE: Seeks Loan Amendments; Sells 1st-Lien Notes MORIN BRICK: Hearing on Case Conversion Scheduled for December 22 MORIN BRICK: Plan Distribution to Be Funded from Avoidance Actions MOTEL 4 BAPS: Case Summary & 8 Largest Unsecured Creditors NEW CENTURY COS: Posts $21.3 Million Net Loss for Q3 2009 NEW CENTURY COS: Smithline, CAMOFI Report 0.4% Equity Stake NEW ENERGY SYSTEMS: Acquires Anytone for $33.7MM in Cash, Stock NEWPORT PARTNERS: Amends Forbearance Agreement with Lenders NICE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors NORTEL NETWORKS: Ericsson Wins Auction for GSM Business NORTHERN STATES: Defers Payments on Trust Preferred Securities NOVELOS THERAPEUTICS: Reports $2.7 Million Net Loss for Q3 2009 PARALLEL PETROLEUM: Apollo Affiliate Completes Acquisition PCS EDVENTURES: Has $431,000 Net Comprehensive Loss for Sept. Qtr PENN TRAFFIC: To Close 53 Stores February; 4,000 to Lose Jobs PETROLEUM DEVELOPMENT: Moody's Holds 'B2' Corporate Family Rating PILGRIM'S PRIDE: Proposes Jan. 31 Extension of DIP Loans PILGRIM'S PRIDE: Proposes Settlement With FLSA SC Plaintiffs PILGRIM'S PRIDE: Reclamation Claims Subordinated by Lenders' Liens PILGRIM'S PRIDE: Seeks to Access Cash Collateral Until Jan. 31 PRISCILLA HWANG LEE: Chapter 15 Case Summary PROPEX INC: Court Awards $10.8 Mil. in Professional Fees PROPEX INC: Liquidating Trustee Begins Omnibus Claims Objections PROTOSTAR LTD: Satellite Asset Distribution Challenged QUESTEX MEDIA: Has Court Nod to Sell Assets to Senior Lenders RANCHER ENERGY: Gets Interim OK to Access GasRock Cash Collateral RAYMOND CHO-MIN LEE: Chapter 15 Case Summary READER'S DIGEST: Bankruptcy Court to Approve Plan Outline READER'S DIGEST: Files 2nd Amended Reorganization Plan REFCO INC: LLC Trustee Seeks Final Allowance Of $28MM Commission REFCO INC: Plan Admin. Wants June Claims Objection Deadline REFCO INC: Stipulation Resolving Refco LLC Trading Accounts Issues RENEE FERESI: Case Summary & 2 Largest Unsecured Creditors RENT-A-CENTER INC: Moody's Upgrades Corp. Family Rating to 'Ba2' REVLON INC: RCPC Unit Completes 9-3/4% Senior Notes Offering ROCK-TENN CO: S&P Raises Corporate Credit Rating From 'BB+' ROOSEVELT LOFTS: BoA Wants Chapter 11 Case Terminated ROTHSTEIN ROSENFELDT: Scott Rothstein Loses Law License SAN PASQUAL: Moody's Affirms Corporate Family Rating at 'B2' SEMGROUP LP: CCAA Court Sanctions Canadian Debtors' Plans SEMGROUP LP: Crown Energy Wants Trial on Treatment of Claim SEMGROUP LP: Samson Entities Want Amendments to Plan Order SEMGROUP LP: Targets Bankruptcy Exit by November 30 SOUTHEAST BANKING: Wants Plan Effective Date Extended 'Til Dec. 31 SPRINT NEXTEL: Completes Virgin Mobile Merger Transaction STANDARD PACIFIC: S&P Gives Positive Outlook; Keeps 'CCC+' Rating STANT PARENT: Wants Ch. 11 Plan Filing Extended Until January 25 TRIBUNE CO: Lenders Propose to Reorganize Media Assets TRUMP ENTERTAINMENT: Beal Opposes Donald Trump-Noteholders Deal TXCO RESOURCES: Sues Delta Petroleum Over Oil Leases VERASUN ENERGY: Dyer & Berens LLP Files Class Action Lawsuit VERMILLION INC: Files Plan, Offers to Return 100% to Creditors VIRGIN MOBILE: Completes Sprint Nextel Merger Transaction VIRGIN MOBILE: Sprint Nextel Merger Cues S&P to Withdraw Ratings WAYTRONX INC: Reports $1.3 Million Net Loss for Sept. 30 Quarter WHITNEY DESIGN: Imposed Levy Prompts Chapter 11 Filing WILLIAM BELLAMY: Case Summary & 13 Largest Unsecured Creditors WILLIAMS COS: S&P Corrects Ratings on Two Deals to 'BB+' From BBB- WINDSTREAM CORP: Moody's Affirms 'Ba2' Corp. Family Rating WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to 'BB' YANKEE CANDLE: S&P Gives Stable Outlook; Affirms 'B2' Ratings * Consumer, Business Bankruptcies Reach Highest Level Since 2005 * Fitch Sees Another Round of Autoparts Supplier Bankruptcy * FDIC Chair Wants Secured Creditors to Pay in Bank Failures * Junk Bond Sales Show Aggressive Lending Re-emerging, BofA Says * Bibby Financial Providing DIP Financing * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ********* 24 HOUR: Moody's Affirms Corporate Family Rating at 'B2' -------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating of 24 Hour Fitness Worldwide, Inc., and changed the rating outlook to negative from stable. The negative outlook reflects weak credit metrics for the rating category, tightening headroom under credit facility financial covenants and the need to refinance the secured credit facility prior to the maturity of the revolver in 2011 and term loan in 2012. "The company's profitability during 2009 has been negatively affected by the severe recession in the US and constrained access to credit by consumers. 24 Hour Fitness has experienced a significant decline in personal training revenues while credit card rejections and customer attrition rates have grown" stated Lenny Ajzenman, Senior Vice President. The B2 corporate family is supported by the company's large base of profitable fitness clubs in leading markets, solid new member enrollments, aggressive cost reduction and efficiency initiatives and the expectation that revenues and profitability will modestly increase in 2010 as the US economy improves and newer clubs mature. These ratings (assessments) were affirmed: -- Corporate Family Rating, B2 -- Probability of Default rating, B2 -- $100 million Revolving Credit Facility due 2011, Ba3 (LGD 3, 31%) -- $600 million Term Loan B Facility due 2012, Ba3 (LGD 3, 31%) The last rating action on 24 Hour Fitness was on April 1, 2009 at which time Moody's affirmed the B2 Corporate Family Rating and maintained a stable outlook. 24 Hour Fitness is the largest owner and operator of fitness clubs in the United States. Reported revenues for the twelve months ended September 30, 2009, were approximately $1.3 billion. ABITIBIBOWATER INC: Committee Challenge Period Extended to Feb. 3 ----------------------------------------------------------------- AbitibiBowater Inc. has approval from the U.S. and Canadian courts of a US$270 million securitization program, which Citibank, N.A. and Barclays Capital Inc., led as joint lead arrangers. The program provides the Company with the liquidity necessary to conduct ongoing business operations during AbitibiBowater's restructuring and allows the previously court-authorized sale of receivables and related rights to continue. AbitibiBowater also has approval to borrow and obtain extensions of credit up to $360,000,000, under a Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 21, 2009, with Fairfax Financial Holdings Ltd. and Avenue Investments, L.P., as initial lenders, and Law Debenture Trust Company of New York, as administrative and collateral agent. The Debtors will use the proceeds of the DIP Facility for (i) working capital, (ii) other general corporate purposes, (iii) payment of related transaction costs, fees and expenses, and (iv) costs associated with administration of the Debtors' cases. To recall, the Official Committee of Unsecured Creditors in AbitibiBowater Inc.'s Chapter 11 cases stipulated with Wachovia Bank, N.A., The Bank of Nova Scotia and Law Debenture Trust Company of New York for the extension of the period within which the Committee may challenge the stipulations, admissions and released in the Final Securitization Order, solely as they relate to the Term Loan creditors and Term Loan Documents relating to Abitibi- Consolidated Company of Canada through November 9, 2009. Pursuant to a further stipulation among the Creditors' Committee, Wachovia Bank, Nova Scotia and Law Debenture Trust, the Court has authorized a further extension of the Investigation Deadline through February 3, 2010. The Investigation Deadline may be terminated on a 30-day prior notice to the Creditors' Committee. The Court approved the stipulation between the Creditors Committee and Wells Fargo National Association to further extend the Challenge Deadline (i) through December 6, 2009, and (ii) through February 3, 2010, as it relates to certain applicable matters. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: Belt Power, et al., Sell Claims to Sierra ------------------------------------------------------------- These parties notified the Bankruptcy Court and parties-in- interest that they absolutely and unconditionally sold, conveyed and transferred all their right, title, benefit and interest in these claims against AbitibiBowater Inc., totaling $85,708, to Sierra Liquidity Fund LLC: Transferor Claim No. Claim Amount ---------- --------- ------------ Belt Power LLC undisclosed $27,700 Belt Power LLC undisclosed 24,056 Presence From Innovation, LLC undisclosed 11,061 Presence From Innovation, LLC undisclosed 11,053 Pumps Parts & Service, Inc. undisclosed 6,907 Air Compressor Sales of Atlanta, Inc. undisclosed 4,363 Belt Power LLC undisclosed 568 About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ABITIBIBOWATER INC: To Pay Augusta When It Has Cash Shortage ------------------------------------------------------------ To recall, Augusta Newsprint Company sought payment from the Debtors of its $9,246,580 administrative expense claim on account of finished newsprint delivered to, and received by, the Debtors within the 20-day period before the Petition Date, for goods it supplied to Abitibi Consolidated Sales Corporation pursuant to long-standing contractual arrangement. While the Debtors do not object to Augusta Newsprint's request for payment of the Claim, they contend that immediate payment of an administrative priority claim under Section 503(b)(9) of the Bankruptcy Code is 'exceptional relief' which Augusta Newsprint has not justified. William G. Harvey, senior vice president and chief financial officer at AbitibiBowater, Inc., affirmed that Augusta Newsprint's cash flow "will be adequate to enable it to operate comfortably in the ordinary course without the immediate payment of its [Claim]." In a separate statement, Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, reiterated that the Debtors, as the managing partner and 52.5% owner of the Augusta Newsprint, "are confident that the Augusta Newsprint will have sufficient working capital to operate comfortably in the future without immediate payment of its 503(b)(9) Claim." Ms. Morgan, however, said that if Augusta Newsprint unexpectedly experiences a temporary cash flow shortage, so long as the Claim remains outstanding, ACSC will make advance payment of amounts coming due for purchased product to address any shortfall. Specifically, she elaborated, if the Augusta Newsprint's cash balance falls below $6 million for a period of more than two business days at any point in time while the $9.25 million prepetition claim remains unpaid, ACSC will make advance payments to Augusta Newsprint to increase Augusta Newsprint's cash balance to at least $6 million. "This accommodation addresses the Augusta Partnership's cash flow concerns, while also respecting ACSC's duties as a Chapter 11 Debtor," Ms. Morgan averred. Paw Paw Partners, et al. Seek Payment of Admin. Claims Pursuant to Section 503(b)(9) of the Bankruptcy Code, these parties ask the Court to direct the Debtors to satisfy their administrative claims on account of goods delivered to the Debtors within 20 days of the Petition Date: Claimant Claim Amount -------- -------------- Paw Paw Partners $253,869 plus $466,960 Andritz, Inc., Andritz Ltd. $222,797 and Andritz Separation Inc. Electrical Repair Service Company, Inc. 39,661 Mayer Electric Supply Co., Inc. 26,096 AstenJohnson, Inc. 8,806 and JohnsonFoils, Inc. plus C$2,085 In a separate filing, the Debtors informed the Court and parties- in-interest that they reached a consensual resolution with respect to the administrative claims filed by Chemtrade Performance Chemicals U.S., LLC, totaling $98,899. Pursuant to the settlement, Chemtrade's Claims will be allowed in these amounts: Allowed Claim No. Treatment of Claim Claim Amount --------- ------------------ ------------ 2728 Administrative Expense Claim $57,809 2713 Administrative Expense Claim 39,248 2727 General Unsecured Claim 6,637 2729 General Unsecured Claim 5,128 The Bankruptcy Court has approved the Chemtrade Settlement. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 23 pulp and paper facilities and 29 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the Company is also among the world's largest recyclers of old newspapers and magazines, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade over-the-counter on the Pink Sheets and on the OTC Bulletin Board under the stock symbol ABWTQ. The Company and several of its affiliates filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). Judge Kevin J. Carey presides over the case. The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acts as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, serves as the Debtors' co-counsel, while Troutman Sanders LLP in New York, serves as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors are Advisory Services LP, and their noticing and claims agent is Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Judge Carey also handles the Chapter 15 case. Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represent the Chapter 15 Debtors. As of Sept. 30, 2008, the Company had $9,937,000,000 in total assets and $8,783,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings and parallel proceedings under the Companies' Creditors Arrangement Act in Canada undertaken by Abitibibowater Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). ACCREDITED HOME: Obtains Dec. 31 Extension for Plan Filing ---------------------------------------------------------- At the behest of Accredited Home Lenders Holding Co., the Bankruptcy Court extended the Debtor's exclusive period to file a Chapter 11 plan by two months, until December 31, 2009, Bill Rochelle at Bloomberg News reported. Accredited has sold most of its assets, other than lawsuits, a handful of mortgage loans and real estate, and miscellaneous personal property. Accredited Home Lenders Holding Co. -- http://www.accredhome.com/ -- is a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Founded in 1990, the company is headquartered in San Diego. The Company was acquired by Lone Star Funds for $300 million in October 2007. Lone Star also owns Bruno's Supermarkets LLC and Bi-Lo LLC, two grocery retailers in Chapter 11. Accredited Home and its affiliates filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Lead Case No. 09-11516). Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, represent the Debtors as counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. According to its bankruptcy petition, Accredited Home's assets range from $10 million to $50 million and its debts from $100 million to $500 million. ADVANCED MICRO: To Close $500 Million Notes Offering on Nov. 30 --------------------------------------------------------------- Advanced Micro Devices, Inc., has agreed to sell $500 million aggregate principal amount of its 8.125% Senior Notes due 2017 in a private offering. AMD intends to close the transaction on November 30, 2009. AMD estimates that the net proceeds from the issuance and sale of the senior notes will be approximately $439 million after deducting original issue discount of 10.204%, the initial purchasers' discounts and estimated transactions expenses. AMD intends to use the net proceeds, along with existing cash, to purchase its 5.75% Convertible Senior Notes due 2012 validly tendered pursuant to the company's tender offer for such notes, which was previously announced. Net proceeds not used in the tender offer, if any, will be used for general corporate purposes. The new senior notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. Unless so registered, the new senior notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. 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 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. * * * As reported by the Troubled Company Reporter on November 25, 2009, Fitch Ratings affirmed Advanced Micro Devices' Long-term Issuer Default Rating affirmed at 'B-'; and Senior unsecured debt upgraded to 'B-/RR4' from 'CC/RR6'. Fitch also has revised the Rating Outlook on AMD to Positive from Negative. Fitch expects to rate the proposed private placement of $500 million of 8.125% senior unsecured notes due 2017 at 'B-/RR4'. As reported by the TCR on November 18, 2009, Moody's Investors Service upgraded Advanced Micro Devices' corporate family rating to B2 from B3. At the same time, the rating on the company's $390 million senior note due 2012 was revised to B2 (LGD4, 52%) from Caa1. The outlook is positive. The TCR said November 17, 2009, that Standard & Poor's Ratings Services raised its corporate credit and all issue-level ratings on Advanced Micro Devices to 'B-' from 'CCC+'. The '4' recovery rating on the company's senior unsecured debt issues, indicating S&P's expectations for average (30%-50%) recovery in the event of a payment default, are unchanged. ADVANTA CORP: U.S. Trustee Appoints 5-Member Creditors Committee ---------------------------------------------------------------- Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 case of Advanta Corp. The Creditors Committee members are: 1. The Bank of New York Mellon, indenture trustee Attn: David M. Kerr 101 Barclay Street New York, NY 10004 2. Stonehill Capital Management, LLC Attn: Michael Stern 885 Third Avenue, 30th Floor New York, NY 10022 3. DVL Incorporated Attn: Frederick B. Franks III 115 Sinclair Road Barzel, PA 19087 4. Brandywine Operating Partnership Attn: Lisa Barber/Jean Sitler 555 Lancaster Ave., Radnor, PA 19089 5. Law Debenture Trust Company of New York, indenture trustee 400 Madison Ave., 4th Floor New York, NY 10017 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Advanta Corp. Advanta Corp. -- http://www.advanta.com/-- has had a 59-year history of being a leading innovator in the financial services industry and of providing great value to its stakeholders, including its senior retail note holders and shareholders, prior to the recent reversals. It has also been a major civic and charitable force in the communities in which it is based, particularly in the Greater Philadelphia area. The Federal Deposit Insurance Corporation placed significant restrictions on the activities of Advanta Corp.'s Advanta Bank Corp. following financial woes by the banking unit. As of Sept. 30, 2009, the Company had $2,497,897,000 in assets against total liabilities of $2,465,936,000 but the figures included those of the banking units. On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D. Del. Case No. 09-13931). Attorneys at Weil, Gotshal & Manges LLP, and Richards, Layton & Finger, P.A., serve as bankruptcy counsel. Alvarez & Marsal serves as financial advisor. The Garden City Group, Inc., serves as claims agent. The filing did not include Advanta Bank. The petition says that Advanta Corp.'s assets totalled $363,000,000 while debts totalled $331,000,000 as of Sept. 30, 2009. AFFINITY GROUP: Lenders Move Interest Payment Date to Dec. 1 ------------------------------------------------------------ Affinity Group Holding, Inc., on September 14, 2009, received consent letters from certain institutional holders of its 10-7/8% Senior Notes Due 2012 holding in the aggregate $65,835,969 principal amount of the AGHI Notes outstanding and consent letters from certain non-institutional holders of the AGHI Notes holding in the aggregate $46,555,946 principal amount of the AGHI Notes outstanding. The aggregate principal amount of the AGHI Notes outstanding is $113,648,603 so the holders executing the Consents held 98.9% of the outstanding principal amount of the AGHI Notes. On September 14, 2009, the Company paid the interest on the remaining $1,256,688 principal amount of AGHI Notes that are outstanding and for which an Institutional Consent or an Other Consent was not obtained. The Company has engaged in discussions with the holders of the AGHI Notes regarding a refinancing or restructuring of the indebtedness of the Company and its subsidiary, Affinity Group, Inc. As part of those discussions, the Company did not pay the interest on the AGHI Notes that was due on August 15, 2009, but the indenture governing the AGHI Notes provides a 30-day grace period for the payment of interest that was to have been paid on that date. Pursuant to the Institutional Consents, the Company has agreed to pay the legal fees for a law firm to represent the holders who signed the Institutional Consents in connection with such discussions and has paid a $150,000 retainer to that law firm. In addition, the Company has paid a consent fee equal to 1/4 of 1% of the principal amount to the holders who signed the Institutional Consents or an aggregate of $164,600. As of November 20, 2009, the holders who signed the Institutional Consents have agreed to extend the interest payment date on their AGHI Notes to December 1, 2009. The holders initially agreed to extend the interest payment date to November 20 from November 13. The Company reports that as of October 28, 2009, the holders who signed the Other Consents have agreed to extend the interest payment date on their AGHI Notes to the date that is five business days after the date of termination of the Institutional Consents, including any additional extensions of the Institutional Consents. The Company reported a net loss of $41,499,000 for the three months ended September 30, 2009, from a net loss of $129,460,000 for the same period a year ago. The Company reported a net loss of $44,507,000 for the nine months ended September 30, 2009, from a net loss of $129,973,000 for the same period a year ago. Revenues for the three months ended September 30, 2009, were $124,944,000 from $133,337,000 for the year ago period. Revenues for the nine months ended September 30, 2009, were $359,896,000 from $406,051,000 for the year ago period. At September 30, 2009, the Company had $230,111,000 in total assets against $560,760,000 in total liabilities, resulting in $330,649,000 in stockholders' deficit. The September 30 balance sheet showed strained liquidity: The Company had $117,673,000 in total current assets against $291,986,000 in total current liabilities. 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?4a70 About Affinity Group Affinity Group Holding, Inc., is a large member-based direct marketing company, targeting North American recreational vehicle owners and outdoor enthusiasts. The company reported net revenue of $506 million for the LTM period ended March 31, 2009. Affinity Group carries a 'Caa1' long term corporate family rating from Moody's and a 'CCC' issuer credit rating from Standard & Poor's. ALERIS INTERNATIONAL: Updates Rule 2015.3 Report ------------------------------------------------ Pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure, Sean M. Stack, chief financial officer of Aleris International, Inc., submitted with the Court a periodic report as of June 30, 2009, on the value, operations and profitability of entities that the Debtors hold a substantial or controlling interest. According to Mr. Stack, the estate of Aleris International, Inc., holds a substantial or controlling interest in these entities as of June 30, 2009: Entity Interest of the Estate ------ ---------------------- Dutch Aluminum C.V. 100% Solar Aluminum Technologies Services 50% Granular Aluminum Products, Inc. 100% H.T. Aluminum Specialties, Inc. 100% IMSAMET of Arizona 70% Aleris Hold Lux S.a.r.l. 100% A full-text copy of the 2015.3 Report is available for free at: http://bankrupt.com/misc/Aleris_JuneRule2015Report.pdf About Aleris International Aleris International, Inc., produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of December 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALL LAND INVESTMENTS: Section 341(a) Meeting Set for December 8 --------------------------------------------------------------- Roberta A. Deangelis, Acting U.S. Trustee for Region 3, will convene a meeting of creditors in All Land Investments, LLC's Chapter 11 case on Dec. 8, 2009, at 3:00 p.m. The meeting will be held at J. Caleb Boggs Federal Building, 5th Floor, Room 5209, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Newark, Delaware-based All Land Investments, LLC, operated a real estate business. The Company filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. D. Del. Case No. 09-13790). Attorneys at Maschmeyer Karalis P.C., serves as bankruptcy counsel. Gary F. Seitz, Esq., at Rawle & Henderson LLP, serves as local counsel to the Debtor. In its bankruptcy petition, the Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. AMERICAN INT'L: Settles Disputes with Former Chairman Greenberg --------------------------------------------------------------- American International Group, Inc., its former Chairman Maurice R. "Hank" Greenberg, its former Chief Financial Officer Howard I. Smith, C.V. Starr & Company, Inc., and Starr International Company, Inc., said Wednesday they have entered into an agreement to settle all disputes between AIG, on the one hand, and Greenberg, Smith, C.V. Starr and SICO, on the other. Under the terms of the settlement, the parties have agreed to release each other from all claims, including any claims by Greenberg and Smith against AIG for indemnification of future legal fees and expenses or settlement costs. The parties have further agreed to submit to an independent third party Greenberg's and Smith's claims for past legal fees and expenses for a determination of which of those fees (up to a $150 million cap) AIG is legally obligated to pay under AIG's charter and by-laws and Delaware law. The New York Times reports that the exact amount that AIG will pay will be determined by a third-party mediator, Layn R. Phillips of the California law firm Ira & Manella. The Starr Parties will undertake to dismiss with prejudice: 1. Greenberg v. AIG, No. 09 Civ. 1885 (S.D.N.Y.); and 2. Starr Int'l Co., Inc. v. AIG, No. 4021-09 (Juzgado 16 del Primer Circuito Judicial de Panama). The AIG Parties will undertake to dismiss with prejudice: 1. AIG v. Greenberg, No. 769-VCS (Del. Ch.); 2. AIG v. Greenberg, No. 600885/08 (N.Y. Sup. Ct., N.Y. Cty.); and 3. AIG's claims in In re AIG Deriv. Litig., No. 04 Civ. 8406 (S.D.N.Y.). The claims in this case are subject to Paragraph 11 of the MOU: 1. Great American Ins. Co. v. AIG, No. 09 Civ. 4476 (S.D.N.Y.). Paragraph 11 provides that the Parties agree that Hon. Layn R. Phillips (and, if he is unable to serve, Hon. Daniel Weinstein) will have exclusive and binding authority to interpret and resolve any disputes arising in whole or in part from the MOU. The MOU also provides that SICO will indemnify AIG for any amounts paid by AIG to the Starr Foundation as damages or settlement amounts in the action captioned Starr Foundation v. AIG, No. 601380/08 (N.Y. Sup. Ct., N.Y. Cty.), and for reasonable legal fees and expenses incurred by AIG in connection with that action, including appeals, after the date of the MOU. AIG will return to Greenberg the following property subject to AIG confirming that it has possession of such items: 1. Photographs of Mr. Greenberg and Cornelius Vander Starr located in AIG's Washington, D.C. office. 2. Photographs of Mr. Greenberg and Chinese leaders in AIG's Shanghai building. 3. Persian rug previously located in anteroom of board room on 18th floor of 70 Pine Street. 4. Any other materials of a personal nature that are not AIG business records that were located in AIG facilities at the time of Mr. Greenberg's retirement and that are still maintained in such facilities. AIG will permit Greenberg reasonable access to, or copies of, archival materials in AIG's possession necessary to write his memoirs, including without limitation trip reports, memoranda, photographs and other corporate records created while he was an officer or director of AIG or its predecessors. The New York Times recalls AIG and Mr. Greenberg have fought since his ouster from the Company in 2005 after decades of building it into one of the world's largest companies. Since then, the Times continues, Mr. Greenberg -- who remains a large stakeholder, and who knows the company better than any other single individual -- has sought to exert some control over the firm. "The two have traded legal blows over the years. Most recently, a jury rejected A.I.G.'s claim that Mr. Greenberg improperly took $4.3 billion of A.I.G. stock through his Starr International, according to the Times. The Times relates that upon becoming AIG's chief executive this year, Robert H. Benmosche has sought to mend relations with Mr. Greenberg, in part to help AIG recover from its near-death experience last fall. Mr. Greenberg has repeatedly criticized the government's takeover of the firm he built up over decades, arguing that he is more capable of restoring value, the Times says. "We are pleased that we have resolved our differences" said Mr. Benmosche. "The resolution of these long-running disputes will remove a significant distraction and expense and allow AIG to better focus its efforts on paying back taxpayers and restoring the value of our franchise for the benefit of all our stakeholders." "I too am pleased that these long-running disputes are now over, and I want to express my appreciation for Bob Benmosche's help, and the help of the AIG Board, in resolving them. I look forward to assisting AIG in trying to preserve and restore as much value as possible for all of AIG's stakeholders," said Mr. Greenberg. Mr. Smith concurs with Mr. Greenberg's statement. Daniel J. Kramer, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, in New York, represents AIG. Vincent A. Sama, Esq., at WINSTON & STRAWN LLP, in New York, represents Howard I. Smith. David Boies, Esq., at BOIES, SCHILLER & FLEXNER LLP, in Armonk, New York, represents Maurice R. Greenberg, C. V. Starr & Co., Inc, and Starr International Co., Inc. The details of the settlement are set forth in the November 25, 2009 Memorandum of Understanding, a full-text copy of which is available at no charge at http://ResearchArchives.com/t/s?4a72 About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Adjusts CFO Herzog, 2 Execs Compensation -------------------------------------------------------- American International Group, Inc., has implemented changes to the compensation of its Chief Financial Officer, David L. Herzog, and two named executive officers, Kristian P. Moor and Win J. Neuger. The changes were required by the Determination Memorandum issued by the Office of the Special Master for TARP Executive Compensation. The changes were: -- From November 1, 2009 through December 31, 2009, Messrs. Herzog, Moor and Neuger will be paid annual cash salaries of $350,000, $450,000 and $425,000, respectively. -- AIG suspended accruals for Messrs. Herzog, Moor and Neuger, to the extent they participate, under AIG's supplemental retirement plans and other non-qualified deferred compensation plans. Under the Determination Memorandum, AIG will also pay Messrs. Herzog and Moor annual stock salaries of $3,104,167 and $4,691,667, respectively, which vest at grant. Messrs. Herzog and Moor are also eligible, under the Determination Memorandum, to receive 2009 annual long-term incentive awards payable in restricted stock of up to $833,333 and $2,000,000, respectively, if they achieve performance goals for 2009. Mr. Neuger is not eligible for any of these payments because he will leave AIG with the previously-announced sale of AIG's asset management business. AIG said the actions could affect the executives' rights under the other AIG employee plans in which these executives participate, including potentially AIG's Executive Severance Plan. Any rights under these plans would be subject to the applicable limits of the Emergency Economic Stabilization Act of 2008 and AIG's other agreements with the U.S. Department of the Treasury. AIG also relates that on November 24, 2009, it entered into a Stock Salary Award Agreement and a Restrictive Covenant Agreement with Robert H. Benmosche, AIG's President and Chief Executive Officer. The November 25 edition of the Troubled Company Reporter ran a story on this. AIG said the agreements were entered into as part of Mr. Benmosche's comprehensive compensation package. A full-text copy of the 2009-2010 Stock Salary Award Agreement between AIG and Robert H. Benmosche, dated November 24, 2009, is available at no charge at http://ResearchArchives.com/t/s?4a73 A full-text copy of the Restrictive Covenant Agreement between AIG and Robert H. Benmosche, dated November 24, 2009, is available at no charge at http://ResearchArchives.com/t/s?4a74 About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Bachus Requests Information on Creditors -------------------------------------------------------- Hugh Son at Bloomberg News reports that the ranking Republican on the House Financial Services Committee requested information from the Treasury Department on whether American International Group Inc. tried to force U.S. bank creditors of its subsidiaries to accept concessions on loans. According to Bloomberg, Representative Spencer Bachus said in a letter to Treasury Secretary Timothy Geithner that some U.S. creditors received "far less favorable treatment" than domestic and overseas banks that were paid in full to retire credit-default swaps sold by New York-based AIG. "In many cases, these U.S. banks are not only being asked to accept deep discounts, but AIG has yet to fulfill its contractual obligations under existing debt instruments," Bachus, of Alabama, said in the letter, dated Nov. 23. Lenders in one case were asked to reduce the amount of debt owed to them by 70%, Mr. Bachus said he was told, without saying where he got the information. About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. AMERICAN INT'L: Unit Employees May Depart If Bonuses Aren't Paid ---------------------------------------------------------------- Employees unwinding American International Group Inc.'s derivatives may leave in March if they don't get their promised retention bonuses, Bloomberg News reported, citing a lawyer representing some of the workers. Andrew Goodstadt, a partner at Thompson Wigdor & Gilly LLP, said in an interview with Bloomberg that staff in the Financial Products unit may depart if the Company, under pressure from regulators, doesn't pay the $198 million it previously committed. There will also be "instant litigation" against AIG if the awards aren't sent, he said. He said he represents about 20 workers at Wilton, Connecticut-based Financial Products. About AIG Based in New York, American International Group, Inc., is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. In September 2008, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. On September 16, 2008, the Federal Reserve Bank created an $85 billion credit facility to enable AIG to meet increased collateral obligations consequent to the ratings downgrade, in exchange for the issuance of a stock warrant to the Fed for 79.9% of the equity of AIG. The credit facility was eventually increased to as much as $182.5 billion. AIG has sold a number of its subsidiaries and other assets to pay down loans received from the U.S. government, and continues to seek buyers of its assets. ASHLAND INC: Moody's Gives Stable Outlook, Affirms 'Ba3' Ratings ---------------------------------------------------------------- Moody's Investors Service moved the outlook on Ashland Inc.'s ratings to stable from negative and affirmed its debt ratings. This follows almost a year of relatively strong financial performance and improving credit metrics since the acquisition of Hercules Incorporated. The stable outlook reflects expectations that the company will continue to generate positive free cash flow and maintain strong liquidity, despite the lackluster performance in the certain businesses in FY2009 and Moody's expectations for a weak global economic recovery in 2010. Debt reduction and a large cushion under its debt covenants have improved the company's credit profile in 2009. Moody's downgraded Ashland's Corporate Family Rating to Ba2 from Ba1 and assigned a negative outlook when the firm took on $2.3 billion of debt to fund the acquisition of Hercules on November 13, 2008, in the midst of the global credit crisis and at a time when there was little visibility of future chemical end market demand. Since that time, the company has generated positive free cash flow, achieved small asset sales and reduced balance sheet debt by approximately $1 billion, while maintaining strong liquidity. Expanding margins and cash flows in the Valvoline oil business has more than offset volume declines and disappointing financial results in certain other businesses. The acquired Hercules businesses have contributed to the stability of earnings during the downturn and boosted margins. Additionally, cost reduction efforts have exceeded management's announced initial targets with $355 million of run rate cost reductions achieved through the September 2009 quarter. Debt reduction using divestiture proceeds and positive free cash flow, and higher margins have improved the company's credit metrics. Ashland's good liquidity position has been a positive attribute while credit markets have remained uncertain. The company's liquidity is supported by expectations for positive free cash flow over the next 12-18 months, cash and cash equivalents of $352 million, and $265 million of unused availability under its $400 million revolving credit facility due 2013 (as of September 30, 2009). Additionally, there is $198 million available under the $200 million accounts receivable securitization program, which was recently amended and extended to November 3, 2010. The company also has $192 million par value of illiquid auction rate securities classified as non current assets (carried on Ashland's books at $170 million), that might be a source of liquidity in the future. The debt reduction to-date has built a significant cushion under the company's leverage covenant. It is expected to remain in compliance with its financial covenants (leverage, fixed charge coverage, minimum consolidated net worth, maximum capex) over the next twelve to eighteen months. Moody's would expect the company to continue to maintain a conservative financial stance, despite the increased flexibility its recent performance affords it. The affirmed Ba1 ratings on the senior secured debt reflects a decision to override Moody's LGD methodology template, driven by Moody's expectations that Ashland's unfunded pension obligations will decline in fiscal year 2010 (the company made a $100 million contribution in the December 2009 quarter). Without the override, the notching of the senior secured debt with respect to the CFR would have changed as a result of the company repaying senior secured debt and unfunded pension obligations increasing over the past year. Moody's most recent rating action for Ashland was on May 13, 2009, when the 2017 Senior Unsecured Notes were rated Ba3. The existing Ba2 CFR was affirmed and the negative outlook was maintained. The proceeds from the new notes were used to partially refinance Ashland's $750 million acquisition bridge loan. Ashland, headquartered in Covington, Kentucky, is a manufacturer of specialty chemicals (with a focus on performance materials and water technologies), a distributor of chemicals and plastics, and, through its Valvoline brand, a marketer of premium-branded automotive and commercial lubricants. On November 13, 2008, Ashland acquired Hercules, a leading global supplier of specialty chemicals and related services for the paper, paint, consumer products, construction materials and energy markets, in a transaction valued at $3.4 billion. Ashland had revenues of $8.1 billion for the fiscal year ended September 30, 2009 ($3 billion of revenue was from its distribution business). ASSET RESOLUTION: Case Transferred to Nevada Bankruptcy Court ------------------------------------------------------------- NetDockets reports that Judge Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York entered an opinion granting two motions to transfer the chapter 11 cases of Asset Resolution LLC and 14 special purpose entities to the District of Nevada. The motions were filed by certain direct lenders and the United States Trustee. USACM Liquidating Trust, Debt Acquisition Company of America V, LLC and Eagle Investment Partners, L.P., filed joinders to the motions. The Debtors and the official committee of unsecured creditors appointed in the cases objected to the Venue Transfer requests. As reported by the Troubled Company Reporter on October 29, 2009, Diana G. Adams, the U.S. Trustee for Region 2, asked Judge Gonzalez to dismiss the Chapter 11 cases for lack of venue or, in the alternative, transfer the cases to the U.S. Bankruptcy Court for the District of Nevada. The U.S. Trustee said the Debtors' cases involve multiple Nevada- based litigations that originated in, or stem from, the 2006 bankruptcy case of USA Commercial Mortgage, a case that currently is pending in the United States Bankruptcy Court for the District of Nevada. At present, there are no fewer than three separate litigations pending over assets in which the debtors in these cases claim an interest in various Nevada judicial forums, including the Nevada District Court, the Nevada Bankruptcy Court and the Nevada State Court, the U.S. Trustee said. The contested litigation in the Nevada District Court, the U.S. Trustee noted, was commenced in 2007, and incorporates, among other things, litigation that originally was commenced in the Nevada Bankruptcy Court for which the Nevada District Court withdrew the reference in 2008. Moreover, the Debtors have recently commenced another adversary proceeding in the USACM bankruptcy concerning these assets. According to the U.S. Trustee, based upon the facts known thus far, it appears that the Debtors have very few real connections to the Southern District of New York. None of the Debtors were formed or operate under the laws of the State of New York and none are registered to conduct business with the New York Secretary of State. The reality here, as acknowledged by these solvent debtors, is that they have commenced bankruptcy cases in New York with the hope that this forum will provide them some relief from the never-ending litigation in which they are entrenched deeply in Nevada, the U.S. Trustee said. The U.S. Trustee argued the venue does not appear to lie in the district. If, however, the Court determines that venue is proper, the interests of justice and convenience of the parties plainly support the Court's transferring these cases to the District of Nevada. NetDockets reports Judge Gonzalez said the economic and efficient administration of Asset Resolution's bankruptcy cases, the "most important factor in analyzing the convenience of the parties" weighed "heavily" in favor of transfer to Nevada. While the court considered other factors as well, Judge Gonzalez determined that transfer is warranted for convenience of the parties. About Asset Resolution Asset Resolution LLC was formed by Silar Advisors, L.P. to hold assets that served as collateral for a $67 million loan to Compass USA SPE LLC, which was used by Compass to acquire the assets of USA Commercial Mortgage Company in an earlier bankruptcy case through a sale under Section 363 of the Bankruptcy Code. Silar foreclosed on Compass in September 2008 when alleged interference from former investors in USA Commercial prevented proper management and sale of the properties. Headquartered in New York, Asset Resolution LLC and 14 units filed for Chapter 11 protection on Oct. 14, 2009 (Bankr. D. Del. Case No. 09-16142). Klestadt & Winters LLP serves as counsel to the Debtors. When it filed for protection from its creditors, Asset Resolution listed assets between $100 million and $500 million, and debts between $10 million and $50 million. The schedules say assets total $423,498,002 while debts total $22,642,531 as of the bankruptcy filing. BANK OF AMERICA: Deutsche Bank, BNP Sue for Nonpayment of Notes --------------------------------------------------------------- The Associated Press reports that Deutsche Bank AG and BNP Paribas Mortgage Corp., a unit of BNP Paribas, on Wednesday filed separate lawsuits before the U.S. District Court for the Southern District of New York for breach of contract against Bank of America NA, alleging BofA failed to pay back $1.73 billion in secured notes: -- Deutsche Bank said BofA failed to secure $1.25 billion in cash and mortgage loans on its behalf. -- BNP Paribas said the bank was supposed to hold cash and mortgage loans to secure $480.7 million in outstanding notes. AP explains the notes were issued by Ocala Funding LLC, a special- purpose entity, which provided short-term loans to Taylor, Bean & Whitaker Mortgage Corp. Deutsche Bank and BNP Paribas contend that once Taylor Bean was delisted as a seller of mortgages to Freddie Mac in August 2009, BofA was required to pay back the notes. BNP Paribas also accused BofA of falsely showing that it held far more in collateral than it actually did, leading BNP to buy even more notes, AP reports. AP quotes BofA spokesman Bill Halldin as saying, "We fulfilled our contractual obligations in our limited administrative role with respect to the Ocala facility, and will vigorously defend ourselves in court." He said BNP's and Deutsche Bank's effort to hold Bank of America responsible is misguided. According to AP, Mr. Halldin said BofA has been actively trying to recover funds in the bankruptcies of Taylor Bean and Colonial BancGroup Inc., which served as a bank for deals done by Taylor Bean and Ocala. AP notes BofA sued Colonial in August over $1 billion in assets. Colonial filed for chapter 11 bankruptcy protection in August 2009. About Bank of America Based in Charlotte, North Carolina, Bank of America -- http://www.bankofamerica.com/-- is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk-management products and services. The Company serves more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers support to more than 4 million small business owners. The Company serves clients in more than 150 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. BofA sought government backing in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. * * * BofA has received US$45 billion in government bailout money since the economic collapse in 2008. As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. Bank of America reported a third-quarter 2009 net loss of $1.0 billion. After deducting preferred dividends of $1.2 billion, including $893 million related to dividends paid to the U.S. government, the diluted loss per share was $0.26. BANK OF AMERICA: Fitch Corrects Preferred Stock Rating to 'B+' -------------------------------------------------------------- Fitch Ratings, in an update of a release issued earlier, corrects the preferred stock rating given for BAC in the second paragraph to 'B+' from 'BB-'. Fitch Ratings has placed its 'D' Individual ratings for Bank of America Corp. and its operating subsidiaries on Rating Watch Positive. Fitch has affirmed the Issuer Default Ratings of BAC and its subsidiaries, which are derived from U.S. government support and continue to carry a Stable Rating Outlook. Ratings of long and short-term deposits, long-term and short-term debt, and subordinated debt (with the exception of First Republic Bank) are affirmed. These debt instruments are linked to BAC's IDRs, which are in turn dependent upon U.S. government support. BAC's overall risk profile has begun to improve, with the potential for requiring additional government support or needing to omit dividends on preferred stock beginning to recede. Accordingly, Fitch has upgraded the preferred stock rating of BAC to 'B+' from 'B'. At the same time, Fitch has placed all preferred and trust preferred ratings of BAC and its affiliates on Rating Watch Positive. The lower notching applied to preferred stock compared to trust preferred stock reflects the fact that preferred stock is the most junior debt instrument in the company's capital structure. BAC was able to tap the equity markets in the second quarter of 2009 (2Q'09) and has accessed the external debt markets a number of times since June of this year. BAC also converted a considerable portion of its preferred stock held by non- governmental investors to common through voluntary exchange offers. Nonetheless, numerous challenges remain. The company is in the process of seeking a successor to its current CEO, and the choice of a successor may influence BAC's overall future strategy and business model. Earnings remain under pressure, as BAC posted a narrow loss to common shareholders in the most recent quarter after noncash and nonrecurring items are factored out. Asset quality problems remain severe, with loan loss provisions remaining high. However, with a recent slower rate of deterioration in problem assets the pace of reserve build has begun to decelerate, which could indicate the potential for a near-term peak in problem assets. Management has stated its intention to repay preferred stock held by the government. Fitch's expectation is that management will use a combination of cash on hand and external financing to generate funds for any near term repayment of preferred stock. This rating action does not cover subordinated debt and trust preferred securities issued by BAC unit First Republic Bank, which is in the process of being sold. Ratings actions on debt issued by First Republic Bank are discussed in a separate Rating Action Commentary published. Fitch has taken these rating actions: Bank of America Corporation -- Long-term debt guaranteed by TLGP affirmed at 'AAA'; -- Short-term debt guaranteed by TLGP affirmed at 'F1+'; -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Preferred stock upgraded to 'B+' from 'B' and placed on Rating Watch Positive; -- Short-term IDR affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. Bank of America N.A. -- Long-term debt guaranteed by TLGP affirmed at 'AAA'; -- Short-term debt guaranteed by TLGP affirmed at 'F1+'; -- Long-term deposits affirmed at 'AA-'; -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Short-term IDR affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. Banc of America Securities Limited -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'. Banc of America Securities LLC -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'. B of A Issuance B.V. -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Support affirmed at '1'. Bank of America Georgia, N.A. Bank of America Oregon, National Association Bank of America California, National Association -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. Bank of America Rhode Island, National Association -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Long-term deposits affirmed at 'AA-'; -- Short-term deposits affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. FIA Card Services N.A. -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Long-term deposits affirmed at 'AA-'; -- Short-term deposits affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. MBNA Canada Bank -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Short-term IDR affirmed at 'F1+'. MBNA Europe Bank Ltd. -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Short-term IDR affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1. LaSalle Bank Corporation -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'; LaSalle Bank N.A. LaSalle Bank Midwest N.A. United States Trust Company N.A. Countrywide Bank FSB -- Long-term deposits affirmed at 'AA-'; -- Short-term deposits affirmed at 'F1+'. Merrill Lynch & Co., Inc. -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Preferred stock upgraded to 'B+' from 'B' and placed on Rating Watch Positive; -- Short-term IDR affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'; -- Support Floor affirmed at 'A+'. Merrill Lynch International Bank Ltd. -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'. Merrill Lynch S.A. -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Support affirmed at '1'. Merrill Lynch & Co., Canada Ltd. -- Short-term IDR affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'. Merrill Lynch Canada Finance -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Individual Rating of 'D' placed on Rating Watch Positive; -- Support affirmed at '1'. Merrill Lynch Japan Finance Co., Ltd. -- Long-term IDR affirmed at 'A+'; -- Long-term senior debt affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Short-term debt affirmed at 'F1+'; -- Support affirmed at '1'. Merrill Lynch Japan Securities Co., Ltd. -- Long-term IDR affirmed at 'A+'; -- Short-term IDR affirmed at 'F1+'; -- Support affirmed at '1'. Merrill Lynch Finance (Australia) Pty LTD -- Short-term IDR affirmed at 'F1+'; -- Commercial Paper affirmed at 'F1+'. BankAmerica Corporation -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Preferred stock upgraded to 'B+' from 'B' and placed on Rating Watch Positive. Countrywide Financial Corp. -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'. Countrywide Home Loans, Inc. -- Long-term senior debt affirmed at 'A+'. FleetBoston Financial Corp -- Long-term subordinated debt affirmed at 'A'. LaSalle Funding LLC -- Long-term senior debt 'A+'. MBNA Corp. -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'; -- Short-term debt affirmed at 'F1+'. NationsBank Corp -- Long-term senior debt affirmed at 'A+'; -- Long-term subordinated debt affirmed at 'A'. NationsBank, N.A. -- Long-term senior debt affirmed at 'A+'. NCNB, Inc. -- Long-term subordinated debt affirmed at 'A'. BAC Capital Trust I - VIII BAC Capital Trust X - XV -- Trust preferred securities of 'BB-' placed on Rating Watch Positive. BAC AAH Capital Funding LLC I - VII BAC AAH Capital Funding LLC IX - XIII BAC LB Capital Funding Trust I - II -- Trust preferred securities of 'BB-' placed on Rating Watch Positive. BankAmerica Capital II, III BankAmerica Institutional Capital A, B BankBoston Capital Trust III-IV Barnett Capital Trust III Countrywide Capital III, IV, V Fleet Capital Trust II, V, VIII, IX MBNA Capital A, B, D, E NB Capital Trust II, III, IV -- Trust preferred securities of 'BB-' placed on Rating Watch Positive. Merrill Lynch Preferred Capital Trust III, IV, and V Merrill Lynch Capital Trust I, II and III -- Trust preferred securities of 'BB-' placed on Rating Watch Positive. BEAZER HOMES: Norma Provencio Joins Board of Directors ------------------------------------------------------ Beazer Homes USA, Inc., said its Board of Directors has elected Norma A. Provencio as a Director and appointed her as a member of the Audit Committee. Ms. Provencio is President and owner of Provencio Advisory Services Inc., a healthcare financial and operational consulting firm. Prior to forming Provencio Advisory Services in October 2003, she was the Partner-in-Charge of KPMG's Pacific Southwest Healthcare Practice since May 2002. From 1979 to 2002, she was with Arthur Andersen, serving as that firm's Partner-in-Charge of the Pharmaceutical, Biomedical and Healthcare Practice for the Pacific Southwest from November 1995 to May 2002. She is currently a member of the Board of Directors of Valeant Pharmaceutical International [NYSE: VRX], where she is Chair of the Finance and Audit Committee and a member of the Compensation Committee. "We are extremely pleased to add someone of Norma Provencio's caliber to our board. Her extensive financial consulting experience over the past 30 years, coupled with her responsibilities over the audit, business consulting and tax practices at two large public accounting firms will make her a valuable addition to the Board of Directors and Audit Committee," said Brian C. Beazer, Non-Executive Chairman of the Board of Directors of Beazer Homes USA, Inc. Ms. Provencio received her Bachelor of Science in Accounting from Loyola Marymount University. She is a Certified Public Accountant and also a member of the Board of Regents of Loyola Marymount University. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." At September 30, 2009, Beazer had $2,029,410,000 in total assets, including $507,339,000 in cash and cash equivalents, against $1,832,855,000 in total liabilities, resulting in $196,555,000 in stockholders' equity. Beazer had $374,851,000 in stockholders' equity at September 30, 2008. * * * Beazer carries S&P's "CCC" corporate credit rating and "D" senior unsecured notes rating. On August 18, 2009, S&P lowered the Company's corporate credit rating to SD (selective default) and lowered the rating of the Company's senior unsecured notes from CCC- to D following the Company's repurchase of $115.5 million of its senior unsecured notes on the open market at a discount to face value, which S&P determined to constitute a de facto restructuring under its criteria. Beazer carries Moody's "Caa2" probability of default rating to the Company and "Caa2" senior notes rating. On March 12, 2009, Fitch lowered Beazer's issuer-default rating from "B-" to "CCC" and its senior notes from "CCC+/RR5" to "CC/RR5". BERNARD MADOFF: Proposed Probe of Liquidator Denied --------------------------------------------------- Bloomberg News reports that Bankruptcy Judge Burton Lifland denied a request by an investor to conduct a probe or discovery against the liquidator of Bernard L. Madoff Investment Securities LLC in connection with the liquidator's decision to ignore victims' fake profit from the fraud when calculating. Lawrence Velvel, a Madoff victim, wanted his and other investors claims against the estates based on the accounts provided to them from BLMIS. Irving H. Picard, the trustee, however, opted to calculate the claims based on deposits minus withdrawals, ignoring fake profit reflected in the accounts. According to Bloomberg, Mr. Velvel argued the requested evidence might show whether Mr. Picard's decision was inspired by the law or by a desire to financially protect the Securities Investor Protection Corp., the government-chartered agency that hired Mr. Picard. "The discovery requests, having much of the indicia of a fishing expedition, are overbroad, unduly burdensome, expensive, irrelevant and subject to privilege," Judge Lifland wrote. Denial of the probe is "in the best interests of the estate." About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On December 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert $64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). BIG SKY: Affiliates Receive CCAA Stay Order ------------------------------------------- Big Sky Finishers (No. 1) Inc. has been informed that on November 10, 2009, a group of related companies, including Big Sky Farms Inc., obtained an Order from the Court of Queen's Bench for Saskatchewan under the Companies' Creditors Arrangement Act granting Big Sky various relief under the CCAA, including imposing a stay of proceedings against creditors, appointing a Monitor, and providing an opportunity for Big Sky to prepare and file a proposal for the consideration of its creditors and other stakeholders. Substantially all of BSF's revenues come from its contractual arrangement with Big Sky. Big Sky has indicated that it will continue to carry on its business in the ordinary course while it reorganizes its financial affairs, with a view to positioning itself for future financial success. Big Sky stated that it will reorganize its historical debt, and intends to pay for all goods and services provided on or after November 10, 2009, in accordance with normal payment terms. During this time, BSF will continue to carry on in the ordinary course of business, will continue to monitor its relationship with Big Sky, and will review Big Sky's CCAA proposal when received. BLACK GAMING: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Black Gaming LLC, including the 'D' corporate credit rating. The ratings were withdrawn due to lack of adequate information to maintain surveillance, as the company will no longer be filing public financial statements following its Form 15-15D filing. Ratings List Withdrawn Black Gaming LLC To From -- ---- Corporate Credit Rating NR D/--/-- B&BB Inc. RBG LLC Virgin River Casino Corporation To From -- ---- Senior Secured NR D Recovery Rating NR 5 Subordinated NR D Recovery Rating NR 6 NR -- Not rated. BONTEN MEDIA: Moody's Reviews 'Caa1' Rating for Possible Cut ------------------------------------------------------------ Moody's Investors Service placed Bonten Media Group, Inc.'s ratings (Caa1 CFR) on review for possible downgrade. Separately from the review, Moody's changed the probability of default rating to Caa1/LD, marking the deemed limited default event following the company's repurchase of a portion of its 9% Senior Subordinated Toggle Notes due 2015 at a significant discount to par. The review will focus on Bonten's growing eight-quarter average calculated leverage and near-term liquidity prospects, particularly given Moody's concern regarding the company's ability to maintain covenant compliance in 2010. Moody's notes that the credit agreement contains a provision allowing an equity cure in no more than two quarters over a four-quarter period. Therefore, Moody's will consider the likelihood of any equity cure as well as any benefits from increased advertising and political spending in 2010 in the context of concluding its review. Bonten has been repurchasing portions of its $125 million 9% Senior Subordinated Toggle Notes due 2015 at a significant discount to par in 2009. With the additional recent repurchases in the third quarter, a material amount of the issue has been repurchased at a significant discount this year. Moody's considers the cumulative repurchases an incremental restructuring due to the significant monetary loss relative to principal value of the bonds incurred by participating bondholders, the amount of debt repurchased, and the company's weak credit and liquidity profile when considering Moody's expectation for insufficient 2010 bank agreement covenant headroom. The "/LD" designation as an addendum to the PDR signifies a limited default has occurred relative to the Senior Subordinated Toggle Notes repurchases. The PDR will revert to Caa1 (on review for possible downgrade) and the "/LD" designation will be removed in approximately three days. Bonten Media Group, Inc. -- Probability of Default Rating, adjusted to Caa1/LD from Caa1 -- Corporate Family Rating, placed on review for possible downgrade -- Senior Secured Revolving Credit Facility due 2013, placed on review for possible downgrade, currently B1 (LGD2, 17%) -- Senior Secured First Lien Term Loans due 2014, placed on review for possible downgrade, currently B1 (LGD2, 17%) -- Senior Subordinated Toggle Notes due 2015, placed on review for possible downgrade, currently Caa2 (LGD5, 72%) -- Outlook, changed to rating under review from stable Moody's most recent rating action for Bonten was on November 12, 2008. At that time, Moody's downgraded the corporate family rating to Caa1 from B3. Formed in November 2006 by Diamond Castle Holdings, LLC, to acquire and operate local television stations in the United States, Bonten Media Group operates sixteen full power, low power and digital television stations in eight markets (including stations operated via JSA/JOA agreements with Esteem Broadcasting). It maintains headquarters in New York, New York, and its annual revenue is approximately $50 million. BOSTON & MAINE: Boston Transit Body Can't Recoup Railroad Costs --------------------------------------------------------------- Law360 reports that a federal appeals court has dealt a blow to Greater Boston's transit authority, ruling that its claims to recover funds it spent cleaning up contamination at a site it purchased in 1976 from Boston & Maine Corp. are barred as a matter of law. BRIDGEVIEW AEROSOL: U.S. Trustee Picks 7-Member Creditors Panel --------------------------------------------------------------- William T. Neary, U.S. Trustee for Region 10, appointed seven members to the official committee of unsecured creditors in the Chapter 11 case of Bridgeview Aerosol, LLC. The Creditors Committee members are: 1. Ball Aerosol & Speciality Container Robert Garside Attn: Robert Garside c/o Ball Corporation 10 Longs Peak Drive Broomfield, CO 80021-2510 2. Black Flag Brands LLC Attn: Micah Marcus c/o Kirkland & Ellis LLP 300 N. LaSalle Chicago, Illinois 60654 3. Pennock Company Attn: Dwight Larimer 3601 Ireland Avenue Philadelphia, PA 19153 4. Diversified CPC International Attn: William Auriemma 24338 W. Durkee Road Channahon, IL 60410 5. Laser Tool Inc. Attn: Chris Minnis 17763 State Highway 198 P.O. Box 728 Sugartown, PA 16433 6. Stone Container Attn: Frank Riddick Six City Place Drive Creve Coeur, MO 63141 7. Berry Plastics Corporation Attn: Ronda L. Hale 101 Oakley Street Evansville, IN 47710 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Bridgeview Aerosol Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the custom aerosol specialty products industry. BVA provides a wide array of services relating to aerosol products including initial product formulation, testing, manufacturing, packaging and distribution. BVA primarily manufactures, packages and distributes household cleaning and automotive products. Affiliate AeroNuevo owns the real property on which BVA operates. USAerosols is the parent company of BVA and AeroNuevo. Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021). Steven B. Towbin, Esq., at Shaw Gussis et al 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. CALFRAC WELL: Moody's Downgrades Corporate Family Rating to 'B1' ---------------------------------------------------------------- Moody's Investors Service lowered Calfrac Well Services Ltd.'s Corporate Family Rating to B1 from Ba3, and senior unsecured notes rating to B2 from B1. Moody's also affirmed Calfrac's SGL-3 Speculative Grade Liquidity rating, reflecting adequate liquidity. This concludes the rating review of Calfrac that began on September 21, 2009. The outlook is stable. The lowering of the CFR to B1 considers the increase in debt to fund a portion of the recent acquisitions of Century Oilfield Services Inc. and the fracturing assets of Pure Energy Services. The lowering of the rating also reflects the company's increasing exposure both to currency risk and to the ready availability of cash as it grows its Russian and Latin American businesses, which comprised about 40% of operating income before corporate overhead expenses for the nine months ending September 30, 2009. While the acquisitions will expand Calfrac's asset base, associated leverage will rise over the near term as debt has increased to fund a portion of the two acquisitions in a still weak market for fracturing, tubing and well completion services in North America. Calfrac's B1 CFR considers the company's relatively small size, niche focus on fracturing services and resultant exposure to cyclical natural gas drilling activities, concentrated customer base, and the above noted risks tied to its expanding business outside of Canada and the U.S. The rating favorably considers the company's capable and mobile equipment fleet, technical expertise and strong customer relationships that have enabled Calfrac to continue to realize high fleet utilization rates in a difficult market, albeit at lower rates than experienced in recent years. The ratings are further supported by the company's experienced management team and board chairmanship that includes three of Calfrac's founders who own approximately 30% of the company's shares. The rating also considers Calfrac's recently acquisitive nature and the possibility of incremental acquisitions in the current favorable market. The SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity. Calfrac has $170 million of revolving credit facilities, $135 million of which is committed for a term of one year (from September 29, 2009) with a two-year term out. The balance, $35 million, is available for a term of only six months. Approximately $59 million of the revolver was drawn at September 30, 2009. In combination with cash from operations this should provide sufficient liquidity over the next 12 to 15 months to meet cash requirements. During this period, Calfrac should also have sufficient room under its financial covenants. Alternative liquidity is limited given that all assets are pledged to the revolver lenders. Downgrades: Issuer: Calfrac Holdings, LP -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2, LGD5, 74% from B1, LGD4, 68% Issuer: Calfrac Well Services Ltd. -- Probability of Default Rating, Downgraded to B1 from Ba3 -- Corporate Family Rating, Downgraded to B1 from Ba3 Outlook Actions: Issuer: Calfrac Holdings, LP -- Outlook, Changed To Stable From Rating Under Review Issuer: Calfrac Well Services Ltd. -- Outlook, Changed To Stable From Rating Under Review Moody's last rating action for Calfrac was on was September 21, 2009, when its ratings were placed under review for possible downgrade. Calfrac Well Services Ltd., headquartered in Calgary, Alberta, Canada, is a provider of pressure pumping services to E&P companies in Western Canada, the United States, Russia and Latin America. CAMARGO CORREA: Fitch Assigns Issuer Default Rating at 'BB' ----------------------------------------------------------- Fitch Ratings has assigned a national debt rating of 'AA-(bra)' to Camargo Correa S.A.'s proposed BR950 million second debentures issuance. This issuance will consist of two series. The first series will have a bullet amortization during December 2012, while the second series will include three amortizations occurring in 2012, 2013, and 2014. Fitch currently rates Camargo and its special-purpose vehicle CCSA Finance Limited: -- Foreign currency Issuer Default Rating 'BB'; -- Local currency IDR 'BB'; -- National Scale rating 'AA-(bra)'. CCSA Finance Limited -- US$250 million senior unsecured bonds due 2016 'BB'. The Rating Outlook is Negative. CCSA Finance Limited is a special-purpose vehicle wholly-owned by Camargo and incorporated in the Cayman Islands. Its debt is unconditionally guaranteed by Camargo. Camargo's credit ratings reflect the company's diversified portfolio of operations, adequate market position in the industries in which it participates, strong liquidity and high gross leverage. Further factored into Camargo's ratings is the high correlation of its core businesses of cement, engineering and construction, textiles and footwear with the general economic conditions of countries in which it operates, especially Brazil and Argentina. Camargo's ratings are supported by the company's long track record of successful acquisitions such as Loma Negra, Tavex, and Alpargatas Argentina. It also positively factors in the company's ability to secure long-term financing to fund its recent acquisition of Votorantim's stake in VBC Energia. The Negative Outlook reflects deterioration in credit protection measures, which have worsened in early 2009, since the company took a more aggressive financial position to fund the acquisition of Votorantim's stake in VBC. Leverage ratios are now weak for the rating category on a net-debt basis. Structural subordination risk associated with a holding company structure is mitigated by Camargo's financial performance, adequate liquidity and important dividend flows from core operating companies and minority equity stakes. Positive Results: Despite a challenging operating environment during the first half of 2009 (1H'09), Camargo's results indicated resilience to the economic slowdown. Camargo's consolidated revenues for the last twelve months ended June 30, 2009 were BR14.1 billion, an increase of 19.6% compared with the same period ended in June 2008. The growth in revenues reflects the company's well diversified revenue and EBITDA base across several industries. The company's EBITDA for the LTM ended in June 2009 was BR2.8 billion, an increase from BRL2.5 billion during 2008. During the LTM ended June 30, 2009, Camargo generated BRL1.7 billion of Cash Flow From Operations, a decline from BRL2 billion of CFFO during 2008. Dividends received from subsidiaries increased to BRL409 million for the LTM ended June 30, 2009, an improvement from BRL265 million in 2008. Fitch expects Camargo's cement, engineering and constructions businesses to continue to benefit from recent improvement in Brazil's economic environment. Leverage Increases Sharply During 2009: Camargo' leverage, as measured by net debt/EBITDA, increased to 2.6 times (x) as of June 30, 2009 from 1.5x as of Dec. 31, 2008. The sharp increase in debt was due to Camargo's acquisition of Votorantim's 50% stake in VBC Energia for BRL2.6 billion during February 2009. This acquisition allowed Camargo to increase its stake in VBC Energia to 100%. VBC Energia, in turn, owns 25.6% of the Brazilian power holding company, Companhia Paulista de Forca e Luz (CPFL). This transaction resulted in an increase in Camargo' total consolidated debt to BRL10 billion at the end of June 2009 from BRL 6.8 billion as of Dec. 31, 2008. The company's debt consists of BRL7 billion of bank loans and BRL3 billion of debentures. Tight Liquidity Position: Camargo has had a history of maintaining large cash balances on its balance sheet in order to facilitate acquisitions and mitigate market volatility. As of June 30, 2009, Camargo had BRL2.3 billion of consolidated cash and marketable securities. Short-term debt is high relative to cash. As of June 30, 2009, the company had BRL2.5 billion of short-term debt. The company intends to refinance much of its working capital debt. The rest of its debt obligations will be funded with cash flow, cash and marketable securities, and new debt, including the proposed BRL950 million debenture. Camargo Correa is one of the largest private industrial conglomerates in Brazil generating BRL14.1 billion of net revenues and around BRL2.8 billion of EBITDA for the last-twelve month period, ended in June 30, 2009. Camargo is a holding company with full ownership interests in cement, engineering and construction companies. Control position in homebuilding, textiles, footwear and sportswear manufacturing companies. Equity interests in energy, transportation (highway concessions) and steel businesses. A large proportion of the company's equity investments are in companies that are publicly traded and liquid. The company is controlled by the Camargo family through their direct holdings in Participacoes Morro Vermelho, which in turn owns 100% of Camargo. CAPMARK FINANCIAL: Proposes to Assign $50MM Loan Commitment ----------------------------------------------------------- Capmark Finance Inc., and Capmark Capital Inc., engage in the business of, among other things, arranging and providing financing for United States government public-private venture related projects, including the privatization of military housing and the origination and servicing of loans. On October 30, 2009, the Debtors filed a motion to sell all of the assets of the Military Housing Business to Jefferies Mortgage Finance, Inc., excluding an unfunded loan commitment made to Nellis Air Force Base Properties, LLC for approximately $50,000,000, to JPMorgan Chase Bank, N.A.. By this Motion, the Debtors seek the Court's authority to assign and transfer the Unfunded Loan Commitment to JPMorgan Chase Bank, N.A. The funding is scheduled to begin in 2010. "In light of their inability and disincentive to meet their obligations under the Unfunded Commitment, the Debtors believe the elimination of a potential $50 million claim against their estates is more than good and sufficient consideration for the assignment and transfer of the Unfunded Commitment to JPMorgan," says Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. A full-text copy of the assignment and assumption agreement is available for free at: http://bankrupt.com/misc/Capmark_JPassignment.pdf Dan J. Ray, managing director of Capmark Finance Inc., tells the Court that he supports the approval of the assignment and transfer of the Unfunded Commitment because in his opinion the assignment and transfer: (a) is in the best interest of the Debtors' estates; (b) eliminates potential $50,000,000 claim against the Debtors' estates, which constitutes good and sufficient consideration for the assignment and transfer of the Unfunded Commitment to JPMorgan; and (c) represents the sound exercise of the Debtors' business judgment. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FINANCIAL: Proposes to Sell Outstanding Shares in Premier ----------------------------------------------------------------- Capmark Financial Group Inc. and its units seek the Court's authority to sell to Sandringham Investment Inc., all of the issued and outstanding shares that Capmark Finance Inc., holds in Premier Asset Management Company. Premier is a wholly-owned subsidiary of Capmark Finance. Premier is based in Tokyo and is a full product-line servicer offering master, primary, and special servicing. However, if the Court declines to approve the private sale, the Debtors request that the Court: (i) schedule an auction on December 14, 2009, at 10:00 a.m., at which the Sellers will solicit competing bids for the Sale of the Shares; (ii) approve proposed bidding procedures; (iii) approve a break-up fee for the stalking horse bidder as protection against a topping bid that represents a higher and better offer; (iv) schedule December 18, 2009, at 10:00 a.m. as the date and time for the hearing to approve the Sale of the Shares to the winning bidder at the Auction; (v) establish an objection deadline in connection with the proposed sale; and (vi) approve the proposed form of notice of the Sale Hearing and the Auction. The Debtors tell the Court that beginning in the first quarter of 2009, they initiated discussions with several parties to obtain a third party-funded servicing advance facility to support Premier's advancing obligations and to facilitate the release of funds in Servicing Advancing Reserve Accounts or the potential sale of the Premier Servicing Business. The Premier Servicing Business was also marketed as part of the pre-Commencement Date marketing of the Debtors' North American Servicing and North American Lending and Mortgage Banking segments and the assets primarily related to those businesses, which sale is the subject of a separate motion filed with the Court. In August 2009, one international bank and Chuo Mitsui Trust Holding Group, which is an investor to investment funds managed by Sandringham, made formal offers in writing to Premier, both of which included servicing advance facilities that would allow Capmark Finance to recover $75 million deposited in the Servicer Advancing Reserve Accounts. After carefully considering the two offers with the aid of their legal and financial advisors, Capmark Finance and Premier determined that the Chuo Mitsui-Sandringham offer to be the highest or best available offer for the Shares. On October 8, 2009, Capmark Finance entered into a Sale Agreement with Sandringham. The salient provisions of the Sale Agreement are: (a) The Shares comprise 20,000 fully-paid ordinary shares in the capital of Premier, which constitutes the whole of the total issued and outstanding shares of Premier. (b) The purchase price of the Shares is the aggregate of: (i) $1,103,570; (ii) $22,096,941; and (iii) as the case may be, the Premium, which is equal to $2,207,140. The Premium will be payable if the winning bidder for certain Non-Performing Loans being sold by Premier elects to continue using Premier to service those loans on or before March 31, 2010. (c) In the event that the Seller, prior to the Completion, (i) consummates a transaction in respect of an offer other than that of the Buyer, or (ii) sells, transfers, leases or disposes, directly or indirectly, including without limitation through an asset sale, stock sale merger or other similar transaction, all or substantially all of the assets of the Company in a transaction or series of transactions within 12 months from the entry of the Sale Agreement, the Seller will pay in cash in immediately available funds to the Buyer the Break-Up Fee of JPY50,000,000 ($551,785) not later than the closing of the Alternative Transaction; provided that in no event will the Break-Up Fee be payable to the Buyer if Completion does not occur by the Completion Date as a result of the actions or inactions of the Buyer. (d) The Sale Agreement provides that for a period of one year starting on the date of the Sale Agreement, Buyer will not directly or indirectly solicit or contact with a view to his engagement or employment by another person, or employ or engage a director, officer, employee or manager of Seller or its relevant Seller's Group Company. (e) The completion of the transaction contemplated by the Sale Agreement is subject to the satisfaction of certain closing conditions intended to protect the interests of the Seller and Buyer. The Debtors aver that any substantial delay in the transaction with Sandringham could have serious adverse consequences, including the loss of any potential transaction and, importantly, the delay in recovery of some or all of the $75 million the Debtors have deposited in the Servicer Advancing Reserve Accounts. The Debtors assert that the failure to gain approval of the Sale to the Buyer could cause the Rating Agencies to downgrade Premier, resulting in the termination of all of Premier's servicing contracts. Bidding Process In the event the Court declines to enter the Private Sale Order and requires a public bidding process, the Debtors seek to implement a competitive auction and bidding process for the Sale of the Shares pursuant to the Sale Agreement, subject to higher or better offers. Any person or entity interested in participating in the Auction must submit a Qualifying Bid on or before December 7, 2009, at 4:00 p.m. in writing, to: (i) counsel to the Seller Dewey & LeBoeuf LLP 1301 Avenue of the Americas, New York New York 10019 Attn: Michael P. Kessler, Esq., and Judy G.Z. Liu, Esq.; (ii) Capmark Financial Group Inc. 116 Welsh Road, Horsham Pennsylvania, 19044 Attn: Thomas L. Fairfield, Esq. (iii) counsel for the Buyer White & Case LLP Attn: Andrew C. Ambruoso, Esq. 1155 Avenue of the Americas, New York New York, 10036; and (iv) counsel for the Official Committee of Unsecured Creditors Kramer Levin Naftalis & Frankel LLP Attn: Thomas Moers Mayer, Esq., and Amy Caton,Esq. 1177 Avenue of the Americas, New York NY 10036 To constitute a Qualifying Bid, a bid must: (1) be in writing and state that the bidder is prepared to enter into a legally binding purchase and sale agreement that is substantially similar to, and not materially different from, the Sale Agreement for the acquisition of the Shares on terms and conditions no less favorable to the Seller than the terms and conditions contained in the Sale Agreement; (2) include a mark-up of the Sale Agreement reflecting the variations from the Sale Agreement and a clean and executed Modified Sale Agreement; (3) provide that the bidder's offer is irrevocable until the closing of the purchase of the Shares if that bidder is the Successful Bidder or the Back-Up Bidder; (4) demonstrate that the bidder is financially able to consummate the transactions contemplated by the Modified Sale Agreement; (5) demonstrate that the bidder, by itself or in partnership with another entity, (a) will have, at a minimum, shore term unsecured, unsubordinated, unguaranteed debt obligations being rated, in case of Fitch, "F-1"; in the case of Moody's, short term bank deposit rating of "P- 1"; and in the case of S&P "A-2"; and can provide the Servicer Advancing Agreement and other credit support for the Premier Servicing Business; (6) describe the source of funding of the purchase price and for reimbursement of current and future advances and warehouse lines under the servicing portfolio, its availability and any contingencies or material conditions; (7) describe any transition services that will be required by the bidder in connection with an acquisition of the Shares; (8) include a statement that there are no conditions precedent to the bidder's ability to enter into a definitive Sale Agreement and that all necessary internal and shareholder approvals have been obtained prior to the bid; (9) include a statement that any governmental or third-party consents needed to consummate the acquisition of the Shares, to the extent they are not already contemplated in the Sale Agreement, can and will be obtained before the Completion Date; (10) not request or entitle the bidder to any transaction or breakup fee, expense reimbursement or similar type of payment; (11) fully disclose the identity of each entity that will be bidding for the Shares or otherwise participating in connection with that bid, and the complete terms of any participation; (12) not contain any due diligence or financing contingencies of any kind; (13) include evidence of authorization and approval from the bidder's board of directors with respect to the submission, execution, delivery and closing of the Modified Sale Agreement; (14) includes the names and contact information of members of the bidder who will be available to answer questions regarding the offer; (15) include the names of external advisors including financial, legal and accounting firms, as well as industry consultants or other resources; (16) include any other information or factors that may be relevant to the Seller and its advisors in consideration of the bid; and (17) include a cash deposit by wire transfer equal to 25% of the Purchase Price, or higher amount offered to purchase the Shares. The Debtors will notify bidders whether their bids have been determined to be Qualifying Bids by no later than 4:00 p.m. on December 10, 2009. If no timely, conforming Qualified Bids other than the Sale Agreement are submitted by the Bid Deadline, the Debtors will not hold an Auction and, instead, will immediately file the Sale Order approving the Sale Agreement with Buyer, which the Court will consider at the Sale Hearing. In the event the Debtors timely receive one or more Qualifying Bids other than the Sale Agreement, the Debtors will conduct an Auction at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York, 10019 on December 14, 2009, at 10:00 a.m. If an Auction is conducted, the Qualified Bidder with the next highest or best Qualified Bid will be required to serve as a back-up bidder and keep that bid open and irrevocable until 24 hours after the closing of the sale transaction with the Successful Bidder. A full-text copy of the Sale Agreement is available for free at: http://bankrupt.com/misc/Capmark_SandringhamSale.pdf Allen Atchley, senior vice president of Asia Servicing for nondebtor Capmark Japan KK and representative director of nondebtor Premier Asset Management Company tells the Court he supports the approval of the Private Sale Order, as in his opinion: (a) the Premier Servicing Business was fairly and extensively marketed; (b) the proposed sale under the Sale Agreement represents the highest or best offer for the sale of the Premier Servicing Business; (c) the Sale Agreement was negotiated fairly and at arm's- length and entered into in good faith; and (d) the Sale represents the sound exercise of the Seller's business judgment. Committee Objects to Private Sale The Official Committee of Unsecured Creditors asks the Court to deny the private sale of Premier and grant the auction and bidding procedures. The Committee asserts that given the current interest in Premier from additional potential buyers, the best way to achieve the maximum value to the estate is through a public auction. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FINANCIAL: Gets OK to Sell Mortgage Biz. to Berkshire ------------------------------------------------------------- Capmark Financial Group Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to complete the sale of its North American servicing and mortgage banking businesses to Berkadia Commercial Mortgage LLC pursuant to the previously announced Asset Put Agreement dated September 2, 2009, as amended November 23, 2009. The sale to Berkadia, a newly formed entity owned by Berkshire Hathaway Inc. and Leucadia National Corporation, for a total purchase price of $515 million was recommended to the court by the unsecured creditors' committee and Capmark's management. The transaction is expected to close by year end. In connection with the sale of Capmark Financial Group Inc. and its units' commercial mortgage servicing and mortgage banking business assets to an entity owned by Berkshire Hathaway Inc. and Leucadia National Corp. or the winner at an auction, several contract counterparties asked the Bankruptcy Court to deny Capmark Financial Group Inc.'s request to assume and assign their contracts with the Debtors until the proper cure is paid. The Contract Counterparties also assert that the Debtors have failed to demonstrate that the successful purchaser can provide adequate assurance of future performance. Other parties like EastBanc, Inc., Federal Home Loan Mortgage Corporation, and Wells Fargo Bank, N.A., objected to the terms of the sale. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CAPMARK FINANCIAL: US Trustee Balks at Prepetition Claims Payment ----------------------------------------------------------------- Capmark Financial Group Inc. and its units seek approval to continue payments under certain components of their prepetition employee compensation programs -- specifically, the Commission Plan, the Bonus and Awards Programs and the Severance Plan. Accordingly, the Debtors filed a Supplemental Brief to address the relief sought at the final hearing with respect to the Employee Plans. The Debtors averred that it is absolutely necessary for them to continue to make all ordinary wage payments under the Commission Plan and to make all other payments due to non-insiders under the Bonus and Award Programs and the Severance Plan. The Debtors assert that if those payments are not made, there is a substantial risk that large numbers of employees will depart, which will seriously hamper efforts to generate value in their estates. U.S. Trustee Responds Roberta A. DeAngelis, acting U.S. Trustee for Region 3, tells the Court that certain of the obligations which the Debtors seek to pay are properly classified as prepetition claims. Ms. DeAngelis points out that to the extent the Debtors seek authority to pay prepetition, unsecured claims in full, the only authority for doing so is the "necessity of payment" doctrine. Thus, Ms. DeAngelis leaves the Debtors to their burden with regard to compliance with Section 503(c) of the Bankruptcy Code and reserves the right to be heard at the close of the evidence. Furthermore, Ms. DeAngelis avers that to the extent the Debtors seek to pay amounts earned postpetition under the Plans to insiders and managers, those payments may be restricted by Section 503(c) of the Bankruptcy Code. About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- is a diversified company that provides a broad range of financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On October 25, 2009, Capmark Financial Group Inc. and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Case No. 09-13684) Capmark's financial advisors are Lazard Fr? res & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey & LeBoeuf LLP. Richards, Layton & Finger, P.A. serves as local counsel. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP is tax and accounting advisor. Epiq Bankruptcy Solutions, LLC is the claims and notice agent. Capmark has total assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Bankruptcy Creditors' Service, Inc., publishes Capmark Financial Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Capmark Financial Group Inc. and its units. (http://bankrupt.com/newsstand/or 215/945-7000) CATALYST PAPER: Exchange Offer Cues Moody's to Junk Ratings ----------------------------------------------------------- Moody's Investors Service lowered the Probability of Default rating of Catalyst Paper Corporation to Caa3 from B3 following the company's announcement that it has commenced a private offer to exchange a portion of the company's debt. In related rating actions, Moody's affirmed Catalyst's B3 Corporate Family Rating and downgraded the notes subject to the exchange offer (Senior Notes due 2011) to Caa3 from Caa1 and has placed the rating of the company's Senior Notes due 2014 under review for possible downgrade. The Speculative Grade Liquidity rating remains SGL-3. The outlook is negative. The downgrade of the company's PDR reflects Catalyst's announcement that it is offering to exchange its outstanding 8 5/8% Senior Notes due 2011 (the "Old Notes") for a combination of new 10% Senior Secured Notes due 2016 (the "New Notes") and shares of its common stock. For each US$1,000 in principal amount of Old Notes tendered Catalyst is offering US$700 in principal amount of New Notes, an early tender premium of US$25 in principal amount of New Notes and 269 common shares. Catalyst is also soliciting consents to amend the terms of the indenture governing the Old Notes that would eliminate certain restrictive covenants contained in the indenture. Moody's views the exchange of notes at below par and the stripping of covenants on the Old Notes, as proposed, to be a distressed exchange and the Caa3 PDR anticipates these events. The New Notes will be secured on a first-priority basis by a security interest in a portion of Catalyst's fixed assets. The Caa3 rating on the Old Notes reflects the expected loss to be incurred by the participating debt holders based on the discount that is being offered. The company's Senior Notes due 2014 were placed under review for possible downgrade reflecting a likely change in their ratings based on the additional amount of secured debt in the post-exchange capital structure if the exchange offer goes through as proposed. Upon the closing of the exchange offer, Moody's will classify the exchange as a limited default and may change the PDR to B3/LD. Downgrades: Issuer: Catalyst Paper Corporation -- Probability of Default Rating, Downgraded to Caa3 from B3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3, LGD5, 75% from Caa1, LGD4, 66% On Review for Possible Downgrade: Issuer: Catalyst Paper Corporation -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Caa1, LGD4, 66% Moody's last rating action was on July 8, 2009, when the corporate family rating of Catalyst was downgraded to B3 from B1 and the company's senior unsecured debt ratings were downgraded to Caa1 from B2. Headquartered in Richmond, British Columbia, Catalyst is the largest producer of mechanical coated and uncoated specialty papers and newsprint and the only producer of lightweight coated paper located on the west coast of North America and is also one of the largest producers of lightweight uncoated groundwood (directory) paper in the world. The company also produces market pulp and operates the largest paper recycling operation in Western Canada. CATALYST PAPER: Reaches Arbitration Settlement with Island Cogen ---------------------------------------------------------------- Catalyst Paper has settled the arbitration proceeding relating to its 20-year Energy Services Agreement with Island Cogeneration No. 2 Inc. This arbitration was a result of Catalyst's declaration of force majeure under the Energy Services Agreement due to the permanent closure of its Elk Falls pulp mill in November 2008 as a result of the unavailability of sawdust fiber. The settlement terminates the Energy Services Agreement and all of Catalyst's related obligations including its contingent liability for energy not purchased. Subject to subdivision approval, Catalyst has agreed to transfer to Cogen land currently leased by Cogen upon which its energy facility is located. Catalyst has also granted certain easements and access rights to Cogen to facilitate the independent operation of the energy facility. In addition, Cogen has agreed to take steps to eliminate its reliance on Catalyst for certain services and the company has agreed to cooperate with Cogen in that regard. 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 tones. 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. CENTRAL KANSAS: Gets Interim OK to Hire Redmond as Bankr. Counsel ----------------------------------------------------------------- Central Kansas Crude LLC sought and obtained approval from the U.S. Bankruptcy Court for the District of Kansas to employ Edward J. Nazar at Redmond & Nazar, L.L.P., as bankruptcy counsel on an interim basis. Notice must be given to all creditors of the Debtor's application for the engagement of counsel. The Debtor hasn't filed a notice of application for hearing to all creditors and parties in interest. Redmond & Nazar will, among other things: a. advise and assist the Debtor in the negotiation and documentation of financing agreements, cash collateral order and related transactions; b. investigate into the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of said liens; c. investigate and advise the Debtor on the collection of income and assets and recover property for the benefit of the Debtor's estate. d. prepare applications, motions, pleadings, orders, notices schedules and other documents as may be necessary and appropriate, and review the financial and other reports to be filed; and e. counsel the Debtor in the formulation, negotiation and promulgation of plan or plans of reorganization and related documents. Redmond & Nazar will be paid based on the hourly rates of its professionals: Edward J. Nazar $275 Martin R. Ufford $210 W. Thomas Gilman $210 Jeffrey W. Rockett $180 Nicholas R. Grillot $150 The Debtor assures the Court that Redmond & Nazar doesn't have interests adverse to the interest of the Debtors' estates or of any class of creditors and equity security holders. The Debtor maintains that Redmond & Nazar is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. The Debtor has also sought the Court's approval of the Debtor's monthly fee authorizing 100% of Redmond & Nazar's fees and 100% of its expenses. The Debtor proposes to remit to Redmond & Nazar 100% of incurred fees and expenses, and that the Debtor's counsel may apply funds equal to 80% of incurred fees and 100% of incurred expenses on a monthly basis, and retain the balance in Debtor's counsel's trust account pending further Order every 120 days. Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11 bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case No. 09-13798). Edward J. Nazar, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,515,357, and total debts of $25,418,311. CENTRAL KANSAS: Sec. 341 Meeting Set for December 7 --------------------------------------------------- U.S. Trustee for Region 20 will convene a meeting of Central Kansas Crude LLC's creditors on December 17, 2009, at 9:00 a.m. at Room B-56 US Courthouse, 401 North Market, Wichita, KS 67202. 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. Pratt, Kansas-based Central Kansas Crude LLC filed for Chapter 11 bankruptcy protection on November 17, 2009 (Bankr. D. Kan. Case No. 09-13798). Edward J. Nazar, Esq., who has an office in Wichita, Kansas, assists the Company in its restructuring effort. According to the schedules, the Company has assets of $13,515,357, and total debts of $25,418,311. CHADWICK PRATER: Files for Chapter 11 Bankruptcy in Nashville ------------------------------------------------------------- Chadwick Prater Homes filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in Nashville, citing assets of less than $50,000, and liabilities of between $1 million and $10 million, reports Nashville Business Journal. The source says the Company owes more than $1.98 million to its creditors. The Company owes $1.6 million to BAC Home Loan Servicing and $201,553 to EMC Mortgage, it adds. Chadwick Prater Homes is a homebuilder in Murfreesboro. CHAMPION ENTERPRISES: Financing, Cash Collateral Use Interim OK --------------------------------------------------------------- Champion Enterprises, Inc., et al., sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to obtain secured financing from a syndicate of lenders led by Credit Suisse AG, Cayman Islands Branch as administrative agent. The DIP lenders have committed to provide a senior secured first priority DIP facility comprising: a. up to $2 million synthetic letter of credit facility for new letters of credit; b. up to $38 million in principal amount of new money loans, of which up to $30,335,052 in principal amount will be advanced on the closing date and the remaining balance will be made available upon entry of the final order; and c. a dollar-for-dollar roll-up of up to $40 million in principal amount of outstanding prepetition loans and other credit extensions of the lenders under the prepetition credit agreement who fund the New Money Loans and DIP LCs, plus an additional principal amount equal to any amount of interest on the Roll-Up Loans that is paid in kind. The attorney for the Debtors, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, explained that the Debtors need the money to fund their Chapter 11 case, pay suppliers and other parties. The DIP facility will mature four and a half months from the petition date. The New Money Loan will be payable on the last business day at the end of each fiscal month at 10% plus adjusted LIBO Rate, or 9.00% plus the greatest of adjusted base rate from the time in effect or adjusted LIBO Rate. Participation Fees on the DIP LCs will accrue at a rate per annum equal to the sum of the Adjusted LIBO Rate for the relevant investments periods plus an applicable margin of 10.00%. Interest on the Roll-Up Loan will be payable on the last business day at the end of each fiscal month at 8.5% plus the adjusted LIBO Rate, or 7.50% plus the greatest of the adjusted base rate and adjusted LIBO Rate. In the event of default, the Debtors will pay an additional 2% default interest per annum in excess of the (i) the ABR Rate with respect to the New Money Loans and the synthetic deposits (DIP LCs) and (ii) the Roll-Up ABR Rate with respect to the Roll-Up Loans, except that the interest applicable to any Sterling Term Loan will be the Roll-Up Adjusted LIBO Rate. Upon the occurrence of the maturity date or the refinancing of the DIP Loan, each Lender will be entitled to receive an exit fee equal to the product of 0.25% and the then outstanding principal amount of the Lender's DIP Loan. The Debtors will pay upfront fees to (a) the administrative agent and the lead arranger, (b) the backstop lenders. Upon the closing of the DIP Credit Agreement, the Debtors will pay each lender under the prepetition credit agreement that consents to the transactions referred to herein a consent fee of 0.50% on the amount of the lender's outstanding loans and commitments under the prepetition credit agreement, a fee to be payable in kind by adding the amount to the principal amount of the lender's loans under the prepetition agreement. To secure all obligations of each Debtor and guarantor under the DIP Credit Agreement, the collateral agent, for the benefit of the lender, will receive a fully perfected first priority pledge of all equity interests in the Debtors, each guarantor and CBS Monaco Limited, all inter-company notes or inter-company receivables due to the Debtors and guarantors, and a fully perfected first priority security interest in all prepetition and postpetition assets of each Debtor. The DIP lien is subject to a carve-out for U.S. Trustee and Clerk of Court fees, in an amount not to exceed: (a) all accrued but unpaid professional expenses incurred by the Debtors prior to the date of delivery by the Administrative Agent to the Debtors and its counsel of record of a notice of cessation of funding the Reserve Account, provided that the pre-carve-out notice amount won't exceed the amounts set forth in the approved DIP Budget for such items through the date of the notice, plus (b) $625,000 for the payment of professional expenses arising after the date of delivery of the administrative agent to the Debtors and their counsel of record of a notice of cessation of funding from the reserve account, plus (c) fees incurred and fees payable to the clerk of Court. The Debtors covenant with the lenders not to let (a) the Debtors' cash and cash equivalent investments as of the end of each week to be less than the greater of the total ending operating cash projected in the approved DIP budget less $2.5 million and $4.5 million; and (b) beginning with respect to the third week after the closing date, the cumulative deviations with respect to the sum of each net operating cash flow, cash advance from/to Canada, cash advance from/to U.S., and professional fees set fort in the DIP budget, to exceed $2.5 million A copy of the DIP Agreement is available for free at: http://bankrupt.com/misc/CHAMPION_dip_agreement1.pdf http://bankrupt.com/misc/CHAMPION_dip_agreement2.pdf http://bankrupt.com/misc/CHAMPION_dip_agreement3.pdf The Court allowed the Debtors to file under seal the engagement letter, fee letter, and backstop fee letter related to the Credit Agreement. The Debtors also sought and obtained authority from the Court to use the cash collateral securing their obligation to their prepetition lenders. Ms. Jones explained that the Debtors need the money to fund their chapter 11 case, pay suppliers and other parties. She said that the Debtors will also use the Cash Collateral to provide additional liquidity. The Debtors will use the collateral pursuant to a weekly budget, a copy of which is available for free at http://bankrupt.com/misc/CHAMPION_budget.pdf In exchange for using the cash collateral, the prepetition lenders will maintain security interests in and liens upon all of the collateral and are also granted a replacement security interest in and lien upon all the collateral, subject and subordinate to the DIP Liens and the carve-out. The Lenders will receive an administrative claim with priority over all administrative expense claims and unsecured claims against the Debtors, subject to the carve-out and to the superpriority claims granted to the administrative agent, collateral agent and the lenders under the DIP credit agreement. The prepetition agents will receive from the Debtors current cash payments of all fees and expenses payable to the prepetition agents under the prepetition agreements, inlcuding reasonable fees and disbursements of counsel, financial and other consultants for the prepetition agents. The Court has set for December 10, 2009, at 1:00 p.m. the final hearing on the Debtors' request to obtain DIP financing and access cash collateral. About Champion Enterprises Troy, Michigan-based Champion Enterprises, Inc., and its subsidiaries are international manufacturers of factory-built homes and steel-framed modular buildings, with operations in the United States, Canada and the United Kingdom. Buildings constructed by Champion and its subsidiaries consist of both single and multi-module units designed for either commercial or residential purposes. Champion products range from single-module HUD-Code homes to sophisticated commercial structures such as hotels. The Company filed for Chapter 11 bankruptcy protection on November 15, 2009 (Bankr. D. Del. Case No. 09-14019). The Company's affiliates also filed separate bankruptcy petitions. James E. O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, assist Champion in its restructuring effort. The Company listed $576,527,000 in assets and $521,337,000 in liabilities as of October 3, 2009. ompany's common stock may be cancelled without any compensation pursuant to such plan. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHARTER COMMUNICATIONS: District Court Also Won't Stop Exit Plan ---------------------------------------------------------------- Tiffany Kary at Bloomberg News reports that U.S. District Court Judge Sidney Stein has affirmed a decision by the bankruptcy court to deny the request by lenders, led by JPMorgan Chase & Co., for a stay of the Charter's reorganization plan pending their appeal of the confirmation order. The lenders have asked for a stay, on concern that if the reorganization plan takes effect, their appeal would be rendered moot. Bankruptcy Judge James Peck denied a stay of the Plan and also refused the lenders' request to bypass the District Court and file their appeal directly to the U.S. Appeals Court in New York. The terms of the Bankruptcy Court-approved plan reinstate some of the debt owed to lenders. The lenders allege Judge Peck is improperly requiring them to continue lending to Charter following emergence. "The confirmation order is the first of its kind," attorneys for the lenders wrote. "It compels financial institutions to lend a post-bankruptcy reorganized company $8.4 billion, on pre-bankruptcy terms, over the lenders' objection." Judge Peck on November 18 formally confirmed the pre-arranged Joint Plan of Reorganization of Charter Communications. The Chapter 11 Plan Under the Chapter 11 plan negotiated prepetition with some stakeholders, including Chairman Paul Allen, Charter expects to generate positive free cash flow through the reduction of more than $830 million in annual interest expense. The current debt of Company subsidiaries CCO Holdings, LLC and Charter Communications Operating, LLC will be reinstated under pre-existing pricing and maturity dates. In addition, the Pre-Arranged Plan provides for the reduction of approximately $8 billion of debt, approximately $1.6 billion in proceeds from an equity rights offering to support the overall refinancing, and the exchange of approximately $1.7 billion of CCH II notes for new 13.5% CCH II notes due 2016. Existing shares of the Company's common stock will be cancelled. Paul Allen will continue as an investor, and will retain the largest voting interest in the Company. The Company intends to apply for listing of its new common stock issued in accordance to the Plan on The NASDAQ Stock Market LLC not earlier than 45 days after emergence. About Charter Communications 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. Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York approved the Debtors' pre-arranged joint plan of reorganization in a bench ruling on October 15, 2009. 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) CHEMTURA CORP: Balks at Shareholders' Objection to Deloitte ----------------------------------------------------------- Jon Eric Jacks, an equity holder of 800,000 shares of Chemtura Corp. common stock, asked the Bankruptcy Court to deny Chemtura Corp.'s request to employ Deloitte Financial Advisory Services LLP to provide bankruptcy claims administration and emergence accounting services nunc pro tunc to September 9, 2009. IMr. Jacks says the hiring is not "sound business judgment." Mr. Jacks notes that Fresh Start accounting is not optional and the Debtors must show specific necessity as required by Rule 2014 of the Federal Rules of Bankruptcy Procedure. He points out that (i) a Plan of Reorganization has not been presented or confirmed, which is a prerequisite of Fresh Start accounting; and (ii) the valuation of the Debtors' assets is not complete. Therefore, the liabilities to be incorporated in a revalued balance sheet needed in Fresh Start Accounting are not complete, he contends. Subsequently, in a letter addressed to the Court, Peter A. Pizzi, another shareholder, voiced his support of Mr. Jacks' objection. Debtors Talk Back On the Debtors' behalf, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, argues that the objections raised against the Deloitte FAS employment application are "thinly-veiled attempt[s] by equity holders to continue their unsupported lobbying efforts for the appointment of an equity committee and to interrupt the Debtors' good faith efforts to progress these Chapter 11 cases toward conclusion." Mr. Cieri further argues that the Objectors' contentions about the inappropriateness of the Employment Application and Deloitte FAS' potential conflict of interest has no merit. Mr. Jacks previously pointed out that Deloitte FAS may have a conflict of interest when Deloitte Tax LLP, an affiliate of Deloitte FAS and employed by the Debtors, waived its prepetition claim against the Debtors at the time of its employment. To address the issues, Mr. Cieri explains that the Debtors require assistance with the time-consuming accounting necessary to meet possible reporting requirements under which they may have to revalue their assets and liabilities under fresh-start accounting. With regard to potential conflicts, Mr. Cieri points out that Deloitte FAS and Deloitte Tax are different legal entities and the waiver of a prepetition claim by a professional is required for that professional to qualify as a "disinterested person" under Section 327(a) of the Bankruptcy Code. "There is nothing nefarious about a professional waiving its prepetition claim upon retention, and such an act does not constitute a 'pay to play,'" Mr. Cieri says. For these reasons, the Debtors ask the Court to overrule the objections and grant them authority to employ Deloitte FAS. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Creditors Transfer Claims Totaling $2.37MM --------------------------------------------------------- Sixteen entities transferred claims, totaling more than $2,000,000, asserted in the Debtors' Chapter 11 cases to certain other entities. They are: Transferor Transferee Amount ---------- ---------- ------ F T Thomas Pump & Argo Partners $3,346 Supply Co. 6,346 Clarke Modet and Argo Partners 21,568 Co Peru Johnson Controls Argo Partners 25,496 416,833 112,742 112,742 Alpha Associates, Inc. Argo Partners 7,747 Robison Curphy & Argo Partners 74,816 O'Connell Cooling Tower Argo Partners 20,690 Technologies Lazer Spot, Inc. Longacre Opportunity 178,977 Fund LP 185,335 185,335 Holly Oak Chemical, Inc. Longacre Opportunity 456,028 Southstar Energy Corre Opportunities 57,462 Services Fund LLP Marubeni Specialty Corre Opportunities 173,238 Chemicals, Inc. Fund General Steel Drum Corp. Corre Opportunities 131,860 Supply Chain Advisory Corre Opportunities 10,950 Services 70,419 Middlesex Water Co. Corre Opportunities 55,606 United Maintenance Claims Recovery Group 19,685 LLC Bulk Pack, Inc. Fair Harbor Capital LLC 30,095 First Truck Log Liquidity Solutions, 13,096 Inc. BBP Sales Sierra Liquidity Fund 992 LLC Truck Rail Transport Fair Harbor Capital LLC 1,251 About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHEMTURA CORP: Pentair Wants Great Lakes to Give Up Documents ------------------------------------------------------------- Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure, Pentair Pool Products, Inc., asks the Court to compel the attendance of Debtor Great Lakes Chemical Corporation and compel it to produce certain documents. Pentair is a co-defendant with Great Lakes in a California state court action. Great Lakes, through prior merger, manufactured a product which was allegedly defective and which caused grievous bodily injury to Kurt Stetler, one of the plaintiffs in the California Action. The other plaintiff is Mr. Stetler's wife, Amy Stetler. Pentair seeks discovery into the insurance available to the Debtors in order to determine the appropriate course of action, which might include a request for relief from the automatic stay to the extent of available insurance coverage. J. Joseph Bainton, Esq., at Smith Gambrell & Russell LLP, in New York, relates that before the Petition Date, Great Lakes served responses to the Plaintiffs' discovery requests and identified an insurance policy in effect at the time of the Incident. The policy identified by Great Lakes was a "claims made" policy, as opposed to an "occurrence policy." After the Petition Date, Pentair sent informal requests to Great Lakes' bankruptcy counsel in an attempt to obtain additional information, Mr. Bainton tells the Court, and learned that the claim resulting from the Incident was made to Great Lakes' insurer in May 2006, years after the Incident. Therefore, the "claims made" policy which Great Lakes purported to be the policy covering the Incident, does not in fact cover the Incident, Mr. Bainton reasons. Accordingly, Pentair now seeks additional information about the insurance policies held by Great Lakes. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D.N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. Bankruptcy Creditors' Service, Inc., publishes Chemtura Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Chemtura Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) CHRYSLER LLC: Gets Nod for Claim Settlement Procedures ------------------------------------------------------ Old CarCo LLC, formerly Chrysler LLC, and its units obtained an order from the Bankruptcy Court: (a) granting them relief from certain limitations of Rule 3007 of the Federal Rules of Bankruptcy Procedure; and (b) establishing procedures, by which the Debtors may: * object to the claims that have been or may be filed and scheduled in the bankruptcy cases; and * within certain parameters, resolve the amount, classification and allowance or disallowance and expungement of Claims on reduced notice and without additional approval from the Court. On August 6, 2009, the Court granted the Debtors' request and established (i) September 28, 2009, as the general bar date, (ii) October 27, 2009, as the deadline for governmental units to file proofs of claim asserting prepetition liabilities against Debtors other than Alpha Holding LP, and (iii) November 15, 2009, as the deadline for governmental units to file proofs of claim asserting prepetition liabilities against Alpha. After the entry of the Bar Date Order, the Debtors served approximately 440,000 notices of the Bar Dates on all known creditors and potential creditors, in accordance with the Bar Date Order. The Debtors also published the Bar Date Notice in The Wall Street Journal, The New York Times, The Financial Times and USA Today. In response to the Bar Date Notice, the Debtors have received more than 28,500 proofs of claim to date asserting alleged liabilities against the Debtors in the aggregate face amount of more than $106 billion, plus unliquidated amounts. In addition, the Debtors' schedules of assets and liabilities may include other Claims scheduled as liquidated, noncontingent and undisputed that have not been superseded by any Proofs of Claim. Rule 3007 of the Federal Rules of Bankruptcy Procedure limits the types of objections that the Debtors may assert against multiple Claims on an omnibus basis. Specifically, "unless otherwise ordered by the court or permitted by subdivision (d) [of Bankruptcy Rule 3007]," the Debtors may not assert Omnibus Claim Objections. Rule 3007(d) permits an Omnibus Claim Objection only when the basis for the Omnibus Claim Objection is that the claims in question duplicate other claims and have been filed in the wrong case, among other bases. Based on the Debtors' preliminary review of the Claims, the Debtors anticipate that they potentially may object to thousands of Claims, and that many of the objections may be on grounds that the Debtors would not be permitted to assert on an omnibus basis under Rule 3007, Corinne Ball, Esq., at Jones Day, in New York, tells the Court. As a practical matter, however, she says that preparing and filing potentially many thousands of separate objections to individual claims on those grounds would be both time-consuming and expensive and would place additional burdens on the Debtors, other parties-in-interest and the Court. She adds that the impact of the resulting delays and costs could be substantial in the bankruptcy cases, considering the extraordinary number and aggregate asserted amount of Claims, the bankruptcy estates' limited resources and the Debtors' circumstances of pursuing a wind-down of their affairs. Thus, Ms. Ball contends that if left unmodified in the cases, the limitations imposed under Rule 3007 would impose significant burdens on the Debtors' estates to the direct detriment of stakeholders whose interests would be impacted by unnecessary administrative expenses and delay of strictly complying with the rule. The Debtors, therefore, ask the Court to permit them to assert Omnibus Claim Objections, including by seeking any combination of reduction, reclassification and disallowance of the Claims, in whole or in part. In addition to the requirements of Rule 3007, as modified, the Debtors propose that the Claim Objection Procedures govern all Omnibus Claim Objections and all non-omnibus claim objections and any resulting contested matters. In the interests of efficiency, the Debtors intend to negotiate with holders of Claims in appropriate circumstances to attempt to resolve disputed Claims in whole or in part without the need for Claim Objections. To enable the Debtors to achieve and enter into settlements of as many Claims as possible in an expeditious and streamlined fashion -- thus, benefiting all interested parties by avoiding excessive cost and delay -- the Debtors propose certain claim settlement procedures. Ms. Ball asserts that the Debtors designed the Claim Settlement Procedures to promote the fair, expeditious and inexpensive resolution of Claims in the Chapter 11 cases. The Debtors believe that the Claim Settlement Procedures will foster the consensual resolution of a significant number of Claims without extensive administration or the need for judicial intervention to resolve each Claim. A copy of the approved procedures can be obtained for free at: http://bankrupt.com/misc/Chrysler_ClaimObjection_Procedures.pdf About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. 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) CHRYSLER LLC: Gets Nod for Funding Arrangement for Wind-Down ------------------------------------------------------------ The Bankruptcy Court has approved Old CarCO LLC's proposed funding arrangement for the wind-down of its operations. Chrysler LLC, now known as Old CarCo LLC, and its units have been authorized to obtain postpetition financing on a secured and superpriority basis pursuant to the terms and conditions set forth in the Second Lien Secured Priming Superpriority Debtor-in- Possession Credit Agreement dated as of May 5, 2009, among Old Carco, as borrower, and the United States Department of the Treasury and Export Development Canada, as lenders, up to a maximum aggregate amount of $4.96 billion. As part of the DIP Credit Agreement and the DIP Financing Order, the DIP Lenders received adequate protection, including senior liens on certain of the Debtors' assets as set forth in the DIP Financing Order. The Debtors' obligations under the DIP Credit Agreement are secured by first priority perfected lien and security interests on (i) certain liquidation funds, and (ii) the DIP Collateral. The Debtors currently are in possession of cash that is DIP Collateral and expect to generate additional cash proceeds from the sale or other disposition of other DIP Collateral, all of which constitute cash collateral of the DIP Lenders within the meaning of Section 363(a) of the Bankruptcy Code. Under the Court's final order on cash collateral, the Debtors were authorized to use certain cash collateral that secured their obligations under the Amended and Restated First Lien Credit Agreement, dated as of November 29, among Carco Intermediate Holdco II LLC, Old Carco, the lenders party, and JPMorgan Chase, N.A., as administrative agent. Pursuant to the Cash Collateral Order, the Official Committee of Unsecured Creditors reserved certain rights with respect to, among other things, Sections 506(c) and 552(b) of the Bankruptcy Code, including the rights to challenge the liens with respect to the approximately 7,600 Chrysler-, Dodge- and Jeep-branded vehicles owned by the Debtors as of the Closing Date of the Fiat Transaction that previously were designated for use for various company purposes and the proceeds thereof. The Debtors' rights to use cash collateral under the Cash Collateral Order terminated on July 3, 2009. In furtherance of the Debtors' wind-down efforts, the parties agreed that an amount of not less than $260 million of the DIP Financing would be maintained to fund the winddown of the Debtors' bankruptcy estates, including the consummation of a plan of liquidation under Chapter 11 of the Bankruptcy Code. Winddown Funds in the amount of $113 million were deposited in two designated accounts with KeyBank National Association and JPMorgan Chase Bank N.A. to satisfy certain tax liabilities, and the remainder of the Winddown Funds has been held in KeyBank. In addition to the Winddown Funds, $42 million from the DIP Financing -- the "Prefunded Amount" -- were deposited in dedicated accounts at KeyBank. The Prefunded Amount and the Winddown Funds, which total approximately $302 million, are collectively referred as the "Liquidation Funds." From and after the Closing Date, with the approval of the DIP Lenders, the Debtors have used certain of the Liquidation Funds to pay the costs of administering their estates. The Debtors note that Liquidation Funds will be used to, among other things, satisfy certain sales and use taxes, Michigan business tax and other taxes owed to state and local taxing authorities in the United States of America in respect of any of the Debtors and not covered by the Sale Order. A copy of the schedule of sources and uses of Liquidation Funds can be obtained for free at: http://bankrupt.com/misc/Chrysler_Sked_LiquidationFunds.pdf Following the Closing Date, the Debtors have been engaged in discussions with their key stakeholders, including the DIP Lenders, the First Lien Agent, the Creditors Committee and other key stakeholders to reach agreements that would facilitate the financing of an orderly winddown of the Debtors' remaining assets and the completion of the Chapter 11 process, Corinne Ball, Esq., at Jones Day, in New York, informs Judge Gonzalez. Discussions with the U.S. Treasury have focused on the use of the Liquidation Funds and the resolution of related matters. In connection with the negotiations, Ms. Ball reveals that the U.S. Treasury indicated that the DIP Lenders did not intend to fund the Debtors' activities to preserve and liquidate the First Lien Collateral. Hence, she notes, the Debtors devoted time to separate negotiations with the First Lien Agent regarding the use of the First Lien Lenders' cash collateral to fund activities relating to the First Lien Collateral. The negotiations have resulted in the two proposed agreed orders that have been filed concurrently with the Court: (a) the proposed agreed order authorizing the Debtors to use cash collateral of the Prepetition Secured Lenders in support of the administration and disposition of their collateral, pursuant to which the First Lien Lenders agree to the use of their cash collateral to fund the preservation and liquidation of the First Lien Collateral, subject to certain terms and conditions; and (b) the proposed agreed order approving winddown funding for the Debtors' estates. Ms. Ball contends that the Proposed Winddown Order, in conjunction with the Proposed First Lien Winddown Order, promotes a global resolution among the Debtors' key constituents and establishes a comprehensive funding arrangement with respect to the orderly liquidation of the bankruptcy estates. Specifically, she points out, the Proposed Winddown Order establishes the terms under which the DIP Lenders will permit the ongoing use of the Liquidation Funds to fund a plan of liquidation and related activities. The proposed Winddown Order, on the other hand, resolves obstacles remaining to the completion of the Debtors' winddown and the eventual confirmation of a plan. * * * Copies of the approved Wind-down Orders are available for free at: http://bankrupt.com/misc/Chrysler_Approved_WinddownOrder.pdf http://bankrupt.com/misc/Chrysler_Approved_1stLien_WDOrder.pdf To recall, the Debtors engaged in negotiations with their key stakeholders, including the DIP Lenders, the First Lien Agent, the Creditors Committee and other key stakeholders to reach agreements that would facilitate the financing of an orderly winddown of the Debtors' remaining assets and the completion of the Chapter 11 process. The Debtors also devoted time to separate negotiations with the First Lien Agent regarding the use of the First Lien Lenders' cash collateral to fund activities relating to the First Lien Collateral. The negotiations have resulted in the two proposed agreed orders: (a) the proposed agreed order authorizing the Debtors to use cash collateral of the Prepetition Secured Lenders in support of the administration and disposition of their collateral, pursuant to which the First Lien Lenders agree to the use of their cash collateral to fund the preservation and liquidation of the First Lien Collateral, subject to certain terms and conditions; and (b) the proposed agreed order approving winddown funding for the Debtors' estates. Objections Overruled Prior to the approval of the requests, Daimler AG, Daimler North America Corporation, Daimler Investments US Corporation and Daimler North America Finance Corporation filed an objection arguing that the requests seek the Court's approval of an agreement reached among the Debtors, the Official Committee of Unsecured Creditors, the U.S. Treasury, Export Development Canada and the First Lien Lenders, that purports to use the proceeds of certain of the bankruptcy estate's assets in which the First Lien Lenders have claimed a security interest to provide up to $7 million to fund the Creditors Committee's expenses in prosecuting its lawsuit against Daimler. Daimler is a second lien holder with respect to that cash collateral and it objects to the use of its collateral as set forth in the requests. The Creditors Committee replied to Daimler's objection asserting that the opposition (i) is nothing more than a blatant reiteration of Daimler's unsuccessful opposition to the Creditors Committee's request for standing to bring a lawsuit against Daimler, and (ii) does not raise any new issues for the Court to consider at this time. The Creditors Committee added that the proposed settlement with the First Lien Lenders to provide funding for the Daimler Litigation does not involve the use of Daimler's "cash collateral" and, thus, Daimler's objection is without merit. The Debtors subsequently filed revised a Proposed Winddown Order and Proposed First Lien Winddown Order to reflect Daimler's objection, among other amendments. The Court overruled the objection. About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. 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) CHRYSLER LLC: New Chrysler May Lose Over 100 Dealerships -------------------------------------------------------- As many as 145 dealerships of Chrysler Group LLC face possible closure unless they get financing for their new-vehicle inventory from GMAC Inc. or another lender, according to Bloomberg News. Chrysler Group spokeswoman Kathy Graham said dealers may have to make a "difficult decision" about whether to close if they cannot get the financing. She added, however, that GMAC has been negotiating with Chrysler retailers, and Chrysler is optimistic the dealers can get financing from GMAC or another lender, says the report. GMAC replaced Chrysler Financial as the preferred lender for the dealers as part of Chrysler's reorganization. Chrysler currently has about 2,400 U.S.-based dealers after terminating 789 as part of the sale of its assets to Italy-based auto maker Fiat S.p.A. Some 1,500 Chrysler dealerships sought financing through GMAC while the rest made other deals. GMAC spokeswoman Sue Mallino said that of about 1,500 dealers that applied, about 90% percent will qualify. She further said that 85 dealers had been refused financing while about 60 other dealers are under consideration, Bloomberg News reported. Ms. Graham said Chrysler had no plans to end franchise agreements with the dealers but it could do little to save them if they could not find financing, according to a report by Reuters. Chrysler Group is planning to invest $500 million in its dealerships over the next five years including $120 million next year and is expecting to complete its plan to have all dealers carry the Chrysler, Dodge and Jeep brands by 2011, Bloomberg News reported. GMAC to Work Past Deadline to Secure Floorplans GMAC said it is willing to work with the rest of the dealers to approve their wholesale financing beyond the deadline which was November 21, Automotive News reported. "While we can't keep dealers on interim financing forever, we will continue to work on an individual basis with the dealers who have a clear endgame to reach post-interim financing and we do not have any hard deadlines in place," Automotive News quoted GMAC spokesman Tony Sapienza as saying. Chrysler Group's dealers are caught in financial turmoil, which resulted from the decision by the U.S government's auto task force to drop Chrysler Financial as the lender during the automaker's bankruptcy case. To ease the transfer to GMAC, the U.S. Treasury Department agreed on May 21 to guarantee GMAC loans to Chrysler dealers for six months, which ended on November 21. Some dealers, however, have problematic real estate or working capital loans currently with Chrysler Financial, according to Automotive News. The dealers availed of those loans from Chrysler Financial to expand and improve the stores when the commercial real estate market was in boom. But now, their properties are worth less than the amount they owe Chrysler Financial and the lending company won't give up its security in those loans until they are paid. Until Chrysler Financial releases its security on the loans, the dealers cannot get new floorplan financing with GMAC or any other lender, according to Automotive News. GMAC currently provides wholesale financing for 67% of Chrysler's U.S. dealership inventory and 85% in Canada. In another development, senators called on Chrysler Group and another auto maker, General Motors, to release more details on ongoing talks over the termination of their dealers, according to a report by The Associated Press. In letters to Chrysler and GM, the Senate Commerce Committee sought more information on the negotiations brokered by Congress between the dealers and the auto makers over whether the decision to terminate the dealers should be reversed. The Commerce Committee also asked for additional details on issues like whether closed dealers get the first right to reopen if the automakers decide to open franchises in the area, according to the AP report. In July, the Congress passed legislation that would force Chrysler and GM to restore terminated dealers as a condition of partial government ownership. The Senate has yet to take it up. About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. 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) CHRYSLER LLC: Wants Plan Exclusivity Until December 30 ------------------------------------------------------ Chrysler LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to give them additional time to file their Chapter 11 plan and solicit votes for that plan. The Debtors want the deadline for filing their Chapter 11 plan extended to December 30, 2009, and for soliciting votes from creditors stretched out to March 31, 2010. In addition, the Debtors also seek a bridge order extending the Exclusive Filing Period until a time their second extension request may be heard and determined by the Court. Attorney for the Debtors, Corinne Ball, Esq., at Jones Day, in New York, tells the Court that the Debtors have negotiated key agreements that will serve as the foundation for the completion of the winddown of their estates and the prompt consummation of a consensual Chapter 11 Plan. She submits that the Debtors now need a limited amount of additional time to work with the stakeholders to complete their Chapter 11 Plan. Ms. Ball contends that a short extension of the Exclusive Periods is appropriate and will facilitate an orderly, efficient and cost- effective completion of the Chapter 11 cases, on a consensual basis among the key stakeholders, for the benefit of all creditors and parties-in-interest. Notwithstanding the requested brief extension of the Exclusive Periods, the Debtors relate that they intend to move promptly towards the confirmation and consummation of the Chapter 11 Plan. Since the entry of the First Extension Order, the Debtors have achieved remarkable progress, notes Ms. Ball. After the consummation of the deal they made with Fiat S.p.A. for the sale of most of their assets, the Debtors have been working diligently to pursue the winddown of their business affairs and to that end, the Debtors have been engaged in negotiations with their key constituents regarding the funding of their winddown efforts and other critical issues necessary to formulate, confirm and consummate a Chapter 11 Plan, Ms. Ball further explains. "In light of the Debtors' substantial progress in these cases in the weeks since the commencement of these cases, an extension is warranted," Ms. Ball asserts. "Such an extension will provide the Debtors and their professionals with the time needed to continue working with their constituents and complete the tasks necessary to develop, file and seek confirmation of a chapter 11 plan." Ms. Ball assures the Court that the proposed extension would not harm creditors or other concerned parties and would not result in a delay of the plan process. A hearing to consider approval of the Debtors' request is scheduled for December 17, 2009. Creditors and other concerned parties have until December 3, 2009, to file their objections. Court Enters Bridge Order The Court has ruled that the Exclusive Filing Period is extended until a time the Debtors' Request may be heard and determined by the Court. The Bridge Order is without prejudice to the Debtors' right to seek further extensions of the Exclusive Periods. About Chrysler LLC Law360 reports that Old Carco LLC - Chrysler LLC's castoff - won permission from a bankruptcy judge Thursday to sell a shuttered Newark, Del., assembly plant, currently the site of environmental remediation, for $24 million to the University of Delaware. 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) CIENA CORP: S&P Downgrades Corporate Credit Rating to 'B' --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Linthicum, Maryland-based Ciena Corp. to 'B' from 'B+'. The rating remains on CreditWatch with negative implications, where it was placed on Oct. 7, 2009, when Ciena announced its first bid to acquire the same assets for $390 million and 10 million shares. "The rating action reflects S&P's concerns that liquidity will be further depleted with the final bid because of its higher cash and new debt component," said Standard & Poor's credit analyst Lucy Patricola. In S&P's view, Nortel's Metro Ethernet Networks business has respectable positions in a number of its markets and would complement Ciena's existing portfolio by providing immediate scale. Still, profitability for the Nortel unit was loss-making in 2008, excluding the Global Services unit. "Historical operating losses may not be reversed until fiscal year 2011, when S&P expects the transaction to be accretive to Ciena," added Ms. Patricola. CIMINO BROKERAGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cimino Brokerage Company, a California general partnership aka Cimino Brothers Produce dba Cimino Brothers Produce 31 West Market Street Salinas, CA 93901 Case No.: 09-60291 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge:?Arthur S. Weissbrodt Debtor's Counsel: Todd M. Arnold, Esq. Levene, Neale, Bender, Rankin, and Brill 10250 Constellation Blvd. #1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Email: TMA@lnbrb.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Vincent Cimino, the company's general partner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gonzalez Trucking trade $383,077 1602 Island Street Laredo, TX 78041 FRIO Express trade $165,850 Total Quality Logistics trade $148,507 Inc. Compton Brokerage Ltd trade $126,591 Holden Produce Inc. trade $82,794 Cisco Systems Capital Cisco VOIP $107,654 Corp. Phone System ($60,000 Secured) Person Whitworth Professional fees $47,051 Borchers & Morales, LLP Intrade Industries, Inc. trade $39,767 RM Compton Transport, trade $34,975 Inc. L & H Transportation Inc. trade $30,685 Drifters Express LLC trade $29,085 I C B S Ltd Co trade $27,350 United ISD Tax Office $25,732 Citi Business Card Credit Card $23,117 Rabobank N A trade $19,736 Chase Card Services Credit Card $14,624 Mohler Nixon & William Professional Fees $13,157 Cal-Tex Transportation trade $12,990 LLC H T Bar Inc. trade $11,440 Grower Ice Company trade $11,229 CITADEL DIVERSIFIED: Blue Ribbon Named Administrator for 2 Funds ---------------------------------------------------------------- Blue Ribbon Fund Management Ltd. announced November 23 that it has been appointed as Administrator of Citadel Diversified Investment Trust (TSX: CTD.UN) and Series S-1 Income Fund (TSX: SRC.UN) effective November 20, 2009. All of the features of the Blue Ribbon reorganization proposal as approved at the Special Meeting of Unitholders held November 17, 2009, were enacted, including new investment strategies and investment restrictions for both funds and retaining Bloom Investment Counsel, Inc. as investment manager of the Funds. In conjunction with the reorganization, Citadel Diversified Investment Trust was renamed Blue Ribbon Income Fund and its ticker symbol will become RBN.UN effective November 24, 2009. The merger of SRC into the Blue Ribbon Income Fund is expected to occur on or about December 31, 2009, which should provide unitholders of both funds with greater trading liquidity and lower operating costs per unit. For further information, please contact your financial advisor, call Brompton's investor relations line at 416-642-9051 (toll-free at 1-866-642-6001), or visit the Web site at http://www.bromptongroup.com/ CITIZENS REPUBLIC: Fitch Cuts Issuer Default Ratings to 'B' ----------------------------------------------------------- Fitch Ratings has downgraded the long-term Issuer Default Ratings for Citizens Republic Bancorp, Inc. and its principal banking subsidiaries to 'B' and 'B+', respectively. The short-term ratings of 'B' are affirmed. Fitch has affirmed the individual rating for CRBC at 'D/E' and lowered the individual ratings for the principal subsidiaries to 'D/E' from 'D'. The Rating Outlook is Negative. A complete list of ratings is provided at the end of this release. Fitch downgraded CRBC's ratings and placed them on Rating Watch Negative on Aug. 14, 2009. Resolution of the Negative Rating Watch hinged on the company's ability to raise additional capital and the extent of asset quality stabilization or deterioration. Since that time, CRBC had approximately 76% participation in its debt exchange offers but withdrew its application for the U.S. Treasury's Capital Assistance Program. While the exchanges helped bolster common equity, CRBC has not issued additional common equity and Fitch believes that it could not issue common equity currently given market conditions and its common stock price. The downgrade reflects Fitch's continued belief that prolonged credit stress will hamper the company's performance and erode capital. To date, the most severe credit pressure has occurred in CRBC's land and construction and development loan books. CRBC did report some signs of asset quality stabilization in the third quarter of 2009, but Fitch anticipates that the company will experience increased credit stress in certain portions of the commercial real estate loan portfolio as well as the consumer loan book. CRBC is also concentrated in Michigan and Ohio, markets that have experienced some of the most significant stress in housing and commercial real estate prices. Consequently, Fitch believes the company will operate at a loss in 2009 and likely in 2010 and losses will significantly erode current capital levels. The Negative Rating Outlook incorporates these factors and Fitch's expectations of significantly elevated credit costs and the level of capital erosion anticipated. Citizens Republic Bancorp, Inc. is a $12.1 billion bank holding company headquartered in Flint, MI that operates more than 230 offices and 260 ATMS in the Midwest. It serves markets in Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank, and operates F&M Bank in Iowa. CB Wealth Management, National Association is a limited-purpose trust charter. Fitch has taken these rating actions: Citizens Republic Bancorp, Inc. -- Long-term Issuer Default Rating downgraded to 'B' from 'B+'; -- Subordinated debt downgraded to 'CCC/RR6' from 'B-/RR6'; -- Preferred stock downgraded to 'CC/RR6' from 'CCC/RR6'; -- Short-term IDR affirmed at 'B'; -- Individual affirmed at 'D/E'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Citizens Bank F&M Bank-Iowa -- Long-term deposits downgraded to 'BB-' from 'BB'; -- Long-term IDR downgraded to 'B+' from 'BB-'; -- Short-term deposits affirmed at 'B'; -- Short-term IDR affirmed at 'B'; -- Individual downgraded to 'D/E' from 'D'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. CB Wealth Management, National Association -- Long-term IDR downgraded to 'B+' from 'BB-'; -- Short-term IDR affirmed at 'B'; -- Individual downgraded to 'D/E' from 'D'; -- Support affirmed at '5'; -- Support floor affirmed at 'NF'. Citizens Funding Trust I -- Preferred stock downgraded to 'CC/RR6' from 'CCC/RR6'. CLEARWIRE ESCROW: Moody's Assigns 'Caa1' Rating on $920 Mil. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Clearwire Escrow Corporation's new $920 million senior secured note offering and downgraded the rating for Clearwire Communications LLC's existing senior secured notes to Caa1 from B3. The Company and its subsidiary, Clearwire Finance, Inc. will assume the new notes upon consummation of the remaining portion of equity investments in Clearwire by certain of its existing minority partners. As part of the rating action, Moody's affirmed the Company's Caa1 corporate family rating, Caa2 probability of default rating, and SGL-2 speculative grade liquidity rating. The outlook is stable. Moody's analyst Dennis Saputo said, "Clearwire's developmental stage business profile and significant execution risk which is compounded by the possibility of diverging strategic objectives of its largest investors are the primary drivers of the Caa1 corporate family rating." While the new note offering likely provides the Company with sufficient capital to meet its target of covering 120 million people in the United States with WiMAX by the end of 2010, Moody's believes that the Company will remain reliant on additional capital raises to build-out its nationwide WiMAX network at a pace that preserves first-mover advantage. The Company' strengths include sizable spectrum holdings (whose valuation is estimated to be well in excess of borrowings), a seasoned management team and 57% ownership by Sprint Nextel. Moody's downgraded Clearwire's $1.6 billion of secured notes based on the prospects of lower recovery due to increased debt in the capital structure. In addition, Moody's affirmed Clearwire's SGL- 2 short-term liquidity rating, reflecting the Company's good liquidity consisting mainly of its large cash balances relative to near-term funding needs, offset by uncertainties in capital spending associated with the Company's network expansion plans and the lack of any committed lines of credit. These ratings were affirmed: Issuer: Clearwire Communications LLC: * Corporate Family Rating -- Caa1 * Probability of Default Rating -- Caa2 * Speculative Grade Liquidity Rating -- SGL-2 Moody's has taken these rating actions: Issuer: Clearwire Communications LLC Downgrades: -- US$1600M 12% Senior Secured Regular Bond/Debenture Due 2015, Downgraded to Caa1, LGD3 - 32%, from B3, LGD3 - 30% Assignments: -- US$920M 12% Senior Secured Regular Bond/Debenture, Assigned Caa1, LGD3 - 32% Issuer: Clearwire Legacy LLC Outlook Actions: -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: -- US$1234M Senior Secured Bank Credit Facility, Withdrawn, previously rated B3, LGD2, 24% -- US$179M Senior Secured Bank Credit Facility (Sprint tranche), Withdrawn, previously rated Caa3, LGD5, 70% Moody's most recent rating action on Clearwire was on November 11, 2009 at which time Moody's assigned rated a note offering and changed the rating outlook to stable. Clearwire Corporation provides wireless high-speed services to over 50 markets in the U.S. as well as a few markets in Europe. The Company maintains its headquarters in Kirkland, Washington. COACHMEN INDUSTRIES: Has Exclusive Rights to Wick's Home Designs ---------------------------------------------------------------- Elkhart, Indiana-based Coachmen Industries, Inc., doing business as All American Group, announced Wednesday the license of intellectual property from the modular home division of Wick Building Systems located in Marshfield, Wisconsin. Through this transaction, All American Group has the exclusive rights to all of Wick's designs for three distinct modular home product lines under the brand names of Artcraft Homes(R), Marshfield Homes(R) and Rollohome(R). Wick is also referring its network of builders to All American Group for future orders of modular homes produced with Wick's industry leading designs. Wick is exiting the modular homes business to focus on a more profitable core business with its Wick Buildings division. They traditionally marketed modular homes through an independent builder network, serving 11 states in the north central region of the United States. "This is a win-win for All American and Wick's modular home builders," stated Rick Bedell, President of All American Homes, LLC. "We intend to continue offering these product lines to the Wick independent builder network, through the All American Homes modular manufacturing facilities. This will provide an immediate and uninterrupted supply of Wick designed homes to their current builder base, as well as add to production throughput for the All American manufacturing facilities." About Coachmen Industries Coachmen Industries, Inc., doing business as All American Group, is one of America's premier systems-built construction companies operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of specialty vehicles through a joint venture with ARBOC Mobility, LLC. All American Group is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK. All American Group includes All American Homes, LLC and Mod-U- Kraf, LLC, which combined are one of the nation's largest builders of systems-built residential homes. Models range from single- story ranches to spacious two-story colonials to beautifully rustic log homes, under the Ameri-Log(R) brand. A line of solar homes that can generate low to zero energy bills is available under the Solar Village(R) brand. All American Building Systems, LLC, builds large scale projects such as apartments, condominiums, dormitories, hotels, military and student housing. The Company's construction facilities are located in Colorado, Indiana, Iowa, North Carolina and Virginia. * * * In March 2009, Coachmen's independent public accounting firm, Ernst & Young LLP, said that despite the Company's sale of the assets related to its RV Segment, its recurring net losses and lack of current liquidity raise substantial doubt about its ability to continue as a going concern. Coachmen said its ability to continue as a going concern is highly dependent on its ability to obtain financing or other sources of capital. COMMERCIAL VEHICLE: S&P Assigns 'CCC' Senior Unsecured Debt Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its preliminary 'CCC' senior unsecured debt rating and preliminary 'CCC-' rating to subordinated debt securities that Commercial Vehicle Group Inc. filed as part of a Rule 415 unlimited amount shelf registration. The company intends to use the proceeds from the issuance under the shelf, which also includes common stock, to repay debt and/or for general corporate purposes. The ratings on CVG reflect the company's highly leveraged financial risk profile, which has worsened with the decline of EBITDA due to the deep trough in demand, and S&P's concerns about CVG's cash generation and liquidity, given the prolonged and deep commercial vehicle downturn. S&P believes CVG's ability to avoid having to pursue further financial restructuring in 2009 or 2010 depends on the timing of the commercial truck recovery and the company's realization of cost savings from restructuring initiatives. Ratings List Commercial Vehicle Group Inc. Corp. credit rating CCC+/Negative/-- Ratings Assigned Sr. unsecured shelf debt (prelim) CCC Subordinated shelf debt (prelim) CCC- CONEXANT SYSTEMS: Swaps $3.3 Million in Bond Debt for Equity ------------------------------------------------------------ Conexant Systems, Inc., reports that between November 20 and 22, 2009, it entered into exchange agreements with certain holders of its outstanding 4% Convertible Subordinated Notes due 2026 to issue an aggregate of 1,249,022 shares of the Company's common stock, par value $0.01 per share, in exchange for $3,300,000 aggregate principal amount of the Notes. The Company is also paying the Holders accrued and unpaid interest in cash on the Notes exchanged. The holders of the Notes may require the Company to repurchase, for cash, all or part of their Notes on March 1, 2011 at a price of 100% of the principal amount, plus any accrued and unpaid interest. The Shares will be issued in transactions that will not be registered under the Securities Act of 1933, as amended, in reliance upon an exemption from registration provided under Section 3(a)(9) of the Act. The Exchanges qualify for the 3(a)(9) exemption because the Notes were and the Shares will be issued by the Company, the Shares will be issued exclusively in exchanges with the Company's existing security holders and no commission or other remuneration has been or will be paid or given directly or indirectly for soliciting the Exchanges. About Conexant Newport Beach, California-based Conexant Systems, Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- is a fabless semiconductor company. Conexant's comprehensive portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded-modem, and video applications. Outside the United States, the Company has subsidiaries in Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel. At July 3, 2009, the Company had $399.9 million in total assets and $561.9 million in total liabilities, resulting in $161.9 million in shareholders' deficit. COREL CORP: Amends Solicitation Statements, Discusses Vector Deal ----------------------------------------------------------------- Corel Corporation filed an amendment to its Solicitation/ Recommendation Statement on Schedule 14D-9 and an amendment to its Transaction Statement on Schedule 13e-3 on Monday expanding, adding and clarifying certain disclosures. Corel's recommendation that shareholders tender their shares pursuant to the tender offer commenced by Corel Holdings, L.P. is unchanged. Corel said the purpose of the Offer is for Vector to increase its ownership of the Shares from the current level of approximately 68.3% to 100% of the outstanding Shares. Corel said Vector intends to acquire for cash as many Shares as possible not already owned by it or its affiliates as a first step in acquiring the entire equity interest in the Company. If the Offer is successful, Vector will acquire any Shares not tendered in the Offer by way of a compulsory acquisition or a subsequent acquisition transaction, in each case for cash consideration per Share equal in value to the Offer Price. The Offer represents a premium of 27.8% to the closing price of the Shares on October 28, 2009, the last market close preceding the announcement of the original Offer, and a premium of 33.8% to the volume weighted average price of the Shares for the 20-trading day period ending October 28, 2009, in each case notwithstanding that Vector controlled approximately 68.3% of the issued and outstanding Shares. In addition, the Offer Price will be paid entirely in cash, which provides certainty of value. Corel directors designated to review the Vector proposal have unanimously determined, on behalf of the Company, that the Offer Price is fair to the unaffiliated shareholders of the Company. In arriving at their determination, the Designated Directors carefully considered all aspects of the Offer (including presentations from Vector), discussed the Offer and the Company's business and prospects with senior members of the Company's management and received the benefit of advice from their legal and financial advisors. According to Corel, Vector believes that the decline in revenue that the Company has experienced is a result of numerous factors, including, among others, disruption and recession in the principal economies where the Company markets its products, gains by the Company's competitors in acquiring market share and failure by the Company to timely or successfully introduce new products and new versions of existing products. "However, Vector also believes the Company's core products and strategy address a significant market opportunity. To achieve market acceptance of its products, revenue growth and long-term profitability, Vector believes the Company will be required to invest substantially in updating its existing products and introducing new products while at the same time ensuring that its cost structure is aligned with its revenue expectations," Corel said. Corel noted that, in addition to the strategic and operational challenges facing the Company, it faces substantial near-term risk of defaulting under the financial covenants of its credit facility. Corel said Vector believes that the Company effectively has three options for maintaining compliance with its total leverage to EBITDA covenant at November 30, 2009: -- Pay down principal before November 30. Based on management projections, a sufficient payment to guarantee covenant compliance -- which would need to be made based on estimates before the Company knows its final results for the quarter -- would leave the Company with working capital well below what Vector understands the Company's management considers necessary to operate the business. -- Seek an amendment or waiver of the covenant. Since the commencement of the Offer, management has explored with the Company's lenders the possibility of an amendment or waiver of the covenant, and based on these interactions Vector believes that in present circumstances such a remedial measure may not be available on reasonable terms, or at all. Vector further believes that even if such an amendment or waiver were available, the cost would further tax the Company's increasingly scarce capital resources. -- Raise equity capital. Under certain circumstances, new common equity can be counted as EBITDA for purposes of satisfying the covenant. In combination with a pay-down of principal, new equity capital would help the Company meet its near term working capital requirements in a sustainable manner. The Associated Press said the Company is required to keep its total debt level below 2.75 times its trailing 12-month earnings before interest, taxes, depreciation and amortization, but it expects to fail that test this month. Corel, AP said, can prepay $15 million in principal, dropping its debt ratio to 2.64, but that would result in cash on hand falling to $8.6 million, below what it considers sufficient working capital to support the business. "Vector believes any long-term solution for the Company will require the Company to raise substantial new equity capital. Vector believes that an investment of the magnitude required in the Company by Vector would be extremely dilutive to minority shareholders. In addition, such an investment by Vector while the Company is public would require compliance with stock exchange rules regarding related-party transactions and could require a shareholder vote. All of these factors introduce risks and uncertainties regarding Vector's ability to invest additional capital on a timely basis, if at all, while the Company is public," Corel said. "Finally, Vector believes that if it is going to commit new equity financing to the Company using funds from its limited partners under present circumstances, it will need the operational and strategic control of the Company that can only come with total ownership in order to safeguard that investment. In addition, Vector does not believe such equity financing is available from third parties, and is not willing to sustain the dilution that result from raising such capital if it were available." A copy of the Solicitation/Recommendation Statement, as amended, is available at no charge at http://ResearchArchives.com/t/s?4a71 About Corel Corp. Corel Corp. (NASDAQ:CREL) (TSX:CRE) -- http://www.corel.com/-- is one of the world's top software companies with more than 100 million active users in over 75 countries. The Company provides high quality, affordable and easy-to-use Graphics and Productivity and Digital Media software. The Company's products are sold through a scalable distribution platform comprised of Original Equipment Manufacturers (OEMs), the Company's global e- Stores, and the Company's international network of resellers and retail vendors. The Company's product portfolio includes CorelDRAW(R) Graphics Suite, Corel(R) Paint Shop Pro(R) Photo, Corel(R) Painter(TM), VideoStudio(R), WinDVD(R), Corel(R) WordPerfect(R) Office and WinZip(R). The Company's global headquarters are in Ottawa, Canada, with major offices in the United States, United Kingdom, Germany, China, Taiwan, and Japan. At August 31, 2009, the Company had $189.7 million in total assets against $199.7 million in total liabilities, resulting in $10.0 million in shareholders' deficit. Corel's working capital deficiency at August 31, 2009, was $10.5 million, an increase of $7.7 million from the November 30, 2008, working capital deficiency of $2.8 million. * * * As reported by the Troubled Company Reporter on November 3, 2009, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on Ottawa-based packaged software provider Corel Corp. to 'B-' from 'B'. S&P also lowered the issue-level rating on the company's senior secured credit facility by one notch to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged. COUNTRY COACH: Must Reach Deal With McCombs to Avert Liquidation ---------------------------------------------------------------- Tim Christie at The Register-Guard relates that Country Coach's Chapter 11 case will be converted Chapter 7 for the purpose of liquidating its assets, if the deal with businessman Roger McCombs of Washington fails. Mr. Christie says Mr. McCombs must deposit $1 million in earnest money in Wells Fargo Bank escrow because the Company has run out of money. The bank representative said the Company has consistently been in default on the terms of its loan agreement. The Company has a negative balance of $450,000 on their line of credit with the bank, he adds. Mr. Christie further adds that the Company's landlord, Lee Group, has prepared to start eviction proceedings unless someone makes good on $160,000 owed in property taxes and 4263,000 for repairs. Country Coach, LLC -- http://www.countrycoach.com/-- is a Highline motorcoach builder. Country Coach was founded in 1973 and has a 508,000 square feet manufacturing facility in Junction City, Oregon. Country Coach was sent to Chapter 11 less than two months after its owner, National R.V. Holdings Inc., reorganized in court. National R.V., had its reorganization plan approved by a judge in December. The Perris, California based company sought Chapter 11 protection in November 2007, listing assets of $54.4 million against debt of $30.1 million. In September, Country Coach completed a restructuring plan aimed at stemming a sharp decline in sales volume to due market pressures. In its eight-month restructuring, Country Coach cut its size by 50%, reduce staffing and inventory. Country Coach LLC's key investors, led by Bryant Riley, also reaffirmed their commitment towards the company. "Adding to the millions of dollars this group has invested in Country Coach since February 2007, the investing partners have committed an additional $6 million in new cash to ensure the company can maintain an aggressive position relative to product quality, lean manufacturing initiatives and new R & D projects like the exciting new Veranda line of coaches," a September 2008 release said. DECODE GENETICS: Proposes Polaris/ARCH-Led Auction for Assets ------------------------------------------------------------- DeCODE genetics, Inc., has sought the approval of the U.S. Bankruptcy Court for the District of Delaware for its proposed bidding procedures for the sale of certain assets free and clear of liens, claims, and interests. The Debtor wants to sell its most valuable assets -- including the purchased assets, the equity interests of its subsidiary ehf and other assets related to the operations of ehf and its wholly-owned Icelandic subsidiary including the Purchased Compounds like drug compounds DG041, DG051, and DG071 -- and then liquidate through a Chapter 11 plan of liquidation. Under a stalking horse agreement, the stalking horse bidder Saga - - a Delaware limited liability company formed by Polaris Venture Partners and ARCH Venture Partners to acquire ehf and assts of the Debtor related to Icelandic operations -- will (i) pay to the Debtor the Base Cash Price, which will be the greater of the $11 million or the Loan Amount; (ii) pay to the Debtor the Additional Cash Price, which consists of 25% of the net cash proceeds from the sale, license, or other monetization of the Purchased Compounds received within 24 months after the Closing ate minus $3 million; and (iii) will be entitled to receive the Non-Cash Price, which is non-voting junior convertible, non- redeemable preferred membership interests in the Stalking Horse Bidder with a non-participating liquidation preference of $7,153,845 in the aggregate calculated based on all membership interests of the Stalking Horse Bidder on an as converted basis, subject to adjustment as set forth in the Stalking Horse Agreement. The Debtor would be required to pay the Stalking Horse Bidder's reasonable expenses incurred in connection with the transactions contemplated by the Stalking Horse Agreement up to $500,000, in the aggregate, if and to the extent the expense reimbursement becomes payable under the terms of the Stalking Horse Agreement, and the Break-Up Fee equal to 3.5% of the Base Cash Price. A copy of the Stalking Horse Agreement is available for free at: http://bankrupt.com/misc/DECODE_stalkinghorsepact.pdf The bidding will start at the aggregate consideration for the purchased assets and terms proposed in the qualified bid that the Debtor selects as the highest and best offer prior to the auction, plus the initial bid increment if the Stalking Horse Bidder is the party that has made the highest and best offer, and will continue in increments of at least $100,000. The Debtor, as part of the Sale, is also seeking to assume and assign certain executory contracts and unexpired leases. By December 7, 2009, the Debtor will file a schedule of cure obligations for all potential assigned contracts. The cure schedule will include a description of each assigned contract potentially to be assumed and assigned under the Stalking Horse Agreement and the amount, if any, that the Debtor believes is necessary to cure the agreements. A copy of the cure schedule, together with the assumption and assignment notice, will be served on each of the non-debtor parties listed on the cure schedule. The Debtor is seeking that a deadline for the submission of bids be set for December 17, 2009, at 5:00 p.m., and that the auction be held on December 21, 2009, at 10:00 a.m. The Debtor is also asking that the sale hearing be scheduled for December 22, 2009. The Debtor also proposes a December 15, 2009 deadline for objecting to approval of the proposed sale. A copy of the proposed Bidding Procedures is available for free at http://bankrupt.com/misc/DECODE_proposedbiddingprocedures.pdf deCODE Genetics Inc. is a global leader in analysing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. The Company was founded in 1996 and is headquartered in Reykjavik, Iceland. The Company filed for Chapter 11 on November 16, 2009 (Bankr. D. Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G. Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton & Finger, P.A., assist the Company in its restructuring effort. The petition listed assets of US$69.9 million against debt of US$314 million. Liabilities include US$230 million on 3.5 percent senior convertible notes. DECODE GENETICS: Gets Court Nod to Hire DCA as Claims Agent ----------------------------------------------------------- deCODE genetics, Inc., sought and obtained the permission of the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to hire Delaware Claims Agency, LLC, as claims, noticing and balloting agent. DCA will, among other things: a. coordinate with the Debtor to import creditor records into DCA's system to (1) properly format creditor matrix for electronic filing with the Court and (2) prepare mailing list and labels for mailings to all creditors and interested parties; b. coordinate with the Debtor's counsel to prepare and serve on all creditors and interested parties appropriate pleadings, documents and notices, manage the placement of legal publications and file affidavits of service related thereto; c. as requested, electronically file with the Court any routine pleadings, documents and notices and execute service on interested parties; d. prepare, maintain and update all special service lists related to particular party motions; and e. receive, review and accurately record individual claim information into the DCA claims management system, and identify claims filed by scheduled creditors and accurately associate liability data. Joseph L. King, the vice-president of DCA, said that the Debtor will compensate and reimburse DCA in accordance with the payment terms, procedures and conditions set forth in the DCA Agreement for services rendered and expenses incurred in connection with the Debtor's Chapter 11 case. A copy of the DCA Agreement is available for free at: http://bankrupt.com/misc/DECODE_DCA_agreement.pdf Mr. King assured the Court that DCA doesn't have interests adverse to the interest of the Debtor's estates or of any class of creditors and equity security holders. Mr. King maintains that DCA is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Code. deCODE Genetics Inc. is a global leader in analysing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. The Company was founded in 1996 and is headquartered in Reykjavik, Iceland. The Company filed for Chapter 11 on November 16, 2009 (Bankr. D. Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G. Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton & Finger, P.A., assist the Company in its restructuring effort. The petition listed assets of US$69.9 million against debt of US$314 million. Liabilities include US$230 million on 3.5 percent senior convertible notes. DECODE GENETICS: Gets Court's Approval for First Day Motions ------------------------------------------------------------ deCODE genetics, Inc. obtained the approval of all of its "first day" motions by the U.S. Bankruptcy Court for the District of Delaware. The orders issued by the Bankruptcy Court allow the Company to continue to operate its business during the Chapter 11 proceedings. In particular, the company received interim Bankruptcy Court approval of its previously-announced debtor-in- possession financing from Saga Investments, LLC, the "stalking horse" bidder for deCODE's Iceland-based genetics subsidiary. The subsidiary conducts deCODE's human genetics research, manages its population genetics resources, and provides its personal genome scans, DNA-based risk assessment tests and genomics services for contract customers. The funding provided by this agreement will be used to support deCODE and its Icelandic subsidiary's operations and full range of products and services through the conclusion of the Bankruptcy Court-supervised sale process. About deCODE genetics deCODE genetics Inc. is a global leader in analysing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. The Company was founded in 1996 and is headquartered in Reykjavik, Iceland. The Company filed for Chapter 11 on November 16, 2009 (Bankr. D. Del. Case No. 09-14063). Christopher M. Samis, Esq.; Drew G. Sloan, Esq.; and Mark D. Collins, Esq., at Richards Layton & Finger, P.A., assist the Company in its restructuring effort. The petition listed assets of US$69.9 million against debt of US$314 million. Liabilities include US$230 million on 3.5 percent senior convertible notes. DECODE GENETICS: Gets Delisting Notice From Nasdaq; to Appeal ------------------------------------------------------------- deCODE genetics, Inc. has received notice from the Nasdaq Stock Market that trading in the company's common stock will be suspended as of November 30, 2009 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove deCODE's common stock from listing on Nasdaq, unless the company files an appeal to the Nasdaq Listing Qualifications Panel. The company has filed such an appeal, which will stay the suspension and delisting through the conclusion of the appeals process. There is no guarantee that this appeal will be successful. The notice from Nasdaq is pursuant to Listing Rules 5101, 5110 (b) and IM-5101-1, following the company's announcement on November 17 that it had filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The notice from Nasdaq also noted that the company is out of compliance with Listing Rule 5250(c)(1), as a result of its failure to have filed its quarterly report on Form 10-Q for the third quarter of 2009. About deCODE genetics deCODE genetics Inc. is a global leader in analysing and understanding the human genome. deCODE has identified key variations in the sequence of the genome conferring increased risk of major public health challenges from cardiovascular disease to cancer, and employs its gene discovery engine to develop DNA-based tests to assess individual risk of common diseases; to license its tests and intellectual property to partners; and to provide comprehensive, leading- edge contract services to companies and research institutions around the globe. The Company was founded in 1996 and is headquartered in Reykjavik, Iceland. deCODE's balance sheet at June 30, 2009, showed total assets of US$69.85 million and total liabilities of US$313.92 million, resulting in a stockholders' deficit of US$244.07 million. The Company filed for Chapter 11 on November 16, 2009 (Bankr. D. Del. Case No. 09-14063). The petition listed assets of US$69.9 million against debt of US$314 million. Liabilities include US$230 million on 3.5 percent senior convertible notes. DELTA AIR LINES: Expands Omni Air Maintenance Relationship ---------------------------------------------------------- Delta Air Lines' maintenance division, Delta TechOps, announced it has expanded its maintenance agreement with Tulsa-based Omni Air International (OAI) to include component and inventory support for the charter airline's new Boeing 767 fleet. As part of the five-year agreement, Delta TechOps will provide component and inventory support on OAI's B767s, including avionics and hydraulics. Delta TechOps and OAI's partnership began in 2003 with TechOps providing component support on OAI's 757 fleet. "The integrity and professionalism of the men and women of Delta TechOps is what drives the growth of our MRO business and keeps our customers coming back," said Tony Charaf, president of Delta TechOps. "Our customers value the team's in-depth knowledge, experience and understanding of airline operations." "Adding our newly acquired 767 fleet to Delta TechOps' maintenance portfolio just makes sense," said David Gantner, Omni Air senior director of Maintenance, Material and Engineering. "Our longstanding partnership with them along with their performance and outstanding customer service makes it a great fit." About Omni Air International Omni Air International (OAI), a Tulsa-based charter air service, serves both domestic and international markets with its team of more than 1,000 aviation professionals. Omni's fleet is comprised of both narrowbody and widebody aircraft including DC-10, Boeing 757 and 767aircraft. OAI has earned accolades in safety, reliability and on time performance. More information about Omni is available at http://www.omniairintl.com About Delta TechOps Delta TechOps is the largest airline maintenance, repair and overhaul provider in North America, generating more than $500 million in revenue in 2008. In addition to providing maintenance and engineering support for Delta's fleet of more than 750 aircraft, Delta TechOps serves more than 150 other aviation and airline customers around the world, specializing in high-skill work like engines, components, hangar and line maintenance. Delta TechOps employs more than 8,500 maintenance professionals and is one of the world's most experienced providers with more than seven decades of aviation expertise. More about Delta TechOps is available at http://www.deltatechops.com About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. For the third quarter ended Sept. 30, 2009, Delta Air Lines reported a net loss of $161 million, which reflect significant weakness in the airline revenue environment due to the global recession. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DELTA AIR LINES: Files Prospectus on Pass Through Trusts -------------------------------------------------------- In a Form S-3ASR filed with the U.S. Securities and Exchange Commission on November 18, 2009, Delta Air Lines, Inc., said that it created two separate pass through trusts that will issue Class A and Class B Pass-Through Certificates, Series 2009-1: Pass-Through Aggregate Final Expected Price to Certificates Face Amount Distribution Date the Public ------------ ----------- ----------------- ---------- Class A $568,796,000 December 17, 2019 100% Class B $119,944,000 December 17, 2016 100% Each Certificate will represent an interest in the assets of the related pass through trust. The proceeds from the sale of the Certificates will initially be held in escrow and will thereafter be used by the pass through trusts to acquire the related series of equipment notes to be issued by Delta on a full recourse basis, according to Delta Senior Vice President and Chief Financial Officer Hank Halter. According to Mr. Halter, payments on the equipment notes held in each pass through trust will be passed through to the holders of the Certificates of that trust. Distributions on the Certificates will be subject to certain subordination provisions. The Certificates do not represent interests in, or obligations of Delta or any of its affiliates. The Class A Certificates will rank generally senior to the Class B Certificates, subject to the distribution provisions, he added. The equipment notes expected to be held by each pass through trust will be issued for each of (a) 10 Boeing 737-832 aircraft, nine Boeing 757-232 aircraft and three 767-332ER aircraft, in each case delivered new to Delta from 1999 to 2000, and (b) two Boeing 737-732 aircraft and three Boeing 777-232LR aircraft, in each case delivered new to Delta in 2009. The equipment notes issued for each aircraft will be secured by a security interest in the aircraft. Interest on the equipment notes will be payable semiannually on June 17 and December 17 of each year, commencing on June 17, 2010, and principal on the equipment notes is scheduled for payment on June 17 and December 17 of certain years, commencing on June 17, 2010. Natixis S.A., acting via its New York Branch, will provide a separate liquidity facility for each of the Class A and Class B Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class. The underwriters will purchase all of the Certificates if any are purchased. The aggregate proceeds from the sale of the Certificates will be $688,740,000. Fees equal to 2.0% of the aggregate face amount of the Certificates have been or will be paid by Delta in respect of this offering, Mr. Halter noted. Separately, the Debtors also disclosed details relating to the Preliminary Prospectus: Class A Pass Class B Pass Through Certificates Through Certificates Series 2009-1A Series 2009-1B -------------------- -------------------- Amount: $568,796,000 $119,944,000 Ratings: Moody's Baa2 Ba2 Standard & Poor's A- BBB- Public Offering Price: 100% 100% CUSIP: 24736T AA5 24736U AA2 ISIN: US24736TAA51 US24736UAA25 Coupon/Stated Interest Rate: 7.75% 9.75% Make-Whole Spread over Treasuries: 75 bps 75 bps Amount Available under Liquidity Facilities at June 17, 2011: $61,813,229 $12,204,666 Initial "Maximum Commitment" under the Liquidity Facilities: $68,938,865 $18,288,961 Underwriters' Purchase Commitments: * Goldman, Sachs & Co.: $284,398,000 $59,972,000 * Morgan Stanley & Co. Inc.: $284,398,000 $59,972,000 The Certificates will not be listed on any national securities exchange, Mr. Halter told the SEC. The approximate date of commencement of the Proposed Sale to the public is "from time to time after the registration statement becomes effective." Delta's disclosure is subject to completion, according to Mr. Halter. Delta's disclosures on the Preliminary Prospectus on Series 2009- 1 Pass-Through Certificates, as filed with the SEC, are available for free at: * http://ResearchArchives.com/t/s?49db * http://ResearchArchives.com/t/s?49dc About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. For the third quarter ended Sept. 30, 2009, Delta Air Lines reported a net loss of $161 million, which reflect significant weakness in the airline revenue environment due to the global recession. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DELTA AIR LINES: Lord Abbett Holds 4.74% Equity Stake ----------------------------------------------------- In an amended Form 13G filed with the Securities and Exchange Commission dated November 10, 2009, Lord, Abbett & Co. LLC disclosed that it beneficially owns 36,975,745 shares of Delta Air Lines, Inc., common stock, constituting 4.74% of shares outstanding. The Company has the sole voting power on 31,187,138 shares and has the sole option to dispose of 36,774,602 shares. Delta had 779,521,801 shares outstanding as of September 30, 2009. About Delta Air Lines With its acquisition of Northwest Airlines, Atlanta, Georgia-based Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or http://www.nwa.com/-- became the world's largest airline following merger with Northwest Airlines in 2008. From its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its Northwest subsidiary and Delta Connection carriers offer service to more than 376 destinations worldwide in 66 countries and serves more than 170 million passengers each year. The merger closed on October 29, 2008. Northwest and 12 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. (Bankruptcy Creditors Service Inc. publishes Delta Air Lines Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000). * * * Delta Air Lines has $44,853,000,000 in assets against total debts of $43,953,000,000 in debts as of Sept. 30, 2009. For the third quarter ended Sept. 30, 2009, Delta Air Lines reported a net loss of $161 million, which reflect significant weakness in the airline revenue environment due to the global recession. Delta Air Lines and Northwest Airlines carry a 'B/Negative/--' corporate ratings from Standard & Poor's. They also continue to carry 'B2' corporate family ratings from Moody's. DOMTAR CORP: S&P Changes Outlook to Positive; Affirms 'BB' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Domtar Corp. to positive from negative. At the same time, S&P affirmed its ratings, including the 'BB' long-term corporate credit rating on the company. "We base the outlook revision on expected debt reduction and better-than-expected operating performance," said Standard & Poor's credit analyst Jatinder Mall. The ratings on Domtar reflect Standard & Poor's view of the company's leading market position in the North American uncoated free sheet market and good cost profile. The ratings are constrained, however, by what S&P sees as a steady decline in demand for UFS; volatile prices for commodity paper, pulp, and lumber products; and a weak lumber business. With about 33% of industry capacity, Domtar is the largest UFS manufacturer in North America. It has 4.2 million short tons of integrated fine paper capacity at 11 pulp and paper mills. The majority of its paper capacity is in the U.S.; Domtar also manufactures and sells coated groundwood paper, pulp, and lumber. Standard & Poor's considers Domtar's business risk profile fair. The company operates in a consolidated industry where producers are disciplined and quick to take demand-related downtime rather than chase volumes. However, S&P expects UFS demand to decline in the long term because of electronic media substitution. S&P considers the company's financial risk profile significant. Domtar's financial performance this year has been better than expected in part because of the improvement in pulp markets and alternative fuel tax credits. The positive outlook reflects Standard & Poor's expectations that the company will use excess cash from alternative fuel tax credits and asset sales to pay down debt. S&P also expects leverage to be 2.5x-3.0x by year-end 2010. S&P will likely raise the ratings on Domtar as it pays down debt and demonstrates its ability to sustain leverage at about 2.5x. Alternatively, S&P could lower the ratings if the company is unable to reduce debt as stated, if market conditions worsen leading to significantly lower-than- expected EBITDA generation, and if the leverage ratio were to rise above 4x excluding alternative fuel tax credits. DUBAI WORLD: Seeks 6-Month Standstill on Debt; Deloitte on Board ---------------------------------------------------------------- The government of Dubai said Wednesday it would restructure its largest corporate entity, Dubai World, and announced a six-month standstill on the company's debt. The Wall Street Journal's Chip Cummins reports Dubai, in a five- paragraph statement, said it appointed Deloitte LLP to lead the restructuring effort, naming an executive at the consultancy as the group's "chief restructuring officer." Dubai said its Financial Support Fund, a fund set up to manage Dubai's debt earlier this year, would start to assess and evaluate the extend of the restructuring required. As part of that assessment, it said, officials intend to ask lenders for a debt "standstill" and request they extend debt maturities until at least May 30. Dubai said the corporation's portfolio includes "strategically important businesses" and said "the restructuring will be designed to address financial obligations and improve business efficiency for the future." The standstill will immediately affect $3.52 billion of Islamic bonds due December 14 from the Company's property unit Nakheel PJSC. Bloomberg News' Arif Sharif and Laura Cochrane report that Dubai World has $59 billion in liabilities. Bloomberg says Dubai accumulated $80 billion of debt by expanding in banking, real estate and transportation before credit markets seized up last year. The Journal says Standard & Poor's in an October report estimated Dubai World could be responsible for as much as 50% of Dubai's total government and corporate debt load of some $80 billion to $90 billion. The Journal says government officials, company executives and company spokespeople weren't available for comment Wednesday. Sultan Ahmed bin Sulayem, Dubai World's long-time chairman and a top lieutenant to Dubai's hereditary ruler, Sheikh Mohammed bin Rashid Al Maktoum, didn't respond to an email request for comment. A spokeswoman for the Dubai government's Department of Finance, which issued the statement, said Mr. Sulayem and the rest of the current management team would remain in place and would be working with Deloitte, the Journal's Mr. Cummins reports. $5 Billion The Journal reports that the standstill was announced just hours after Dubai disclosed it raised $5 billion from two local banks, the second installment of what officials had said would be a $20-billion borrowing program. According to the Journal's Maria Abi-Habib, Dubai's Finance Department said earlier Wednesday the $5 billion was raised through conventional and Islamic bonds, or sukuk, that will meet the emirate's "current needs and obligations". Finance Department said the $5 billion tranche was fully subscribed equally by National Bank of Abu Dhabi and Al Hilal Bank and has been divided according to a schedule that specifies drawdown amounts. Ms. Abi-Habib says the latest $5 billion debt raising is part of Dubai's $20 billion long term bond program launched in February, and the proceeds will be managed by the Dubai Financial Support Fund. Mr. Cummins reports, "Wednesday's $5-billion funding announcement initially cheered analysts and investors. While the issue's two lenders were both Abu Dhabi-controlled banks, the deal suggested to many that Dubai was able to go to sources besides the federal government for cash. An earlier, unrelated debt issue by Dubai in October was also oversubscribed." "The Dubai World announcement immediately raised fresh questions over the federal government's willingness to help Dubai out," Mr. Cummins added. "It also appeared to contradict signals from Dubai's government that it was willing to fully support its corporate entities. In its statement about Dubai World, Dubai officials said the $5-billion bond issue wasn't linked to the Dubai World restructuring," CDS Prices Rise; Credit Ratings Fall Bloomberg, citing credit-default swap prices from CMA Datavision in London, reports that contracts protecting against default rose 116 basis points to 434 basis points Wednesday, the most since they began trading in January, ranking it the sixth highest-risk government borrower. The contracts, which increase as perceptions of credit quality deteriorate, are higher than Iceland's after climbing 131 basis points in November, the biggest monthly increase since January, Bloomberg notes. The Journal notes the cost of insuring Dubai debt had fallen sharply amid signs of a global economic recovery. On Wednesday it shot higher again after the announcement, rising by more than a third by late afternoon Wednesday, to $429,700 to insure a $10-million loan for five years, according to CMA. Bloomberg says Moody's Investors Service and Standard & Poor's cut the ratings on several state companies, saying they may consider the plan a default. DUBAI WORLD: S&P Cuts Ratings on Several Gov't-Related Entities --------------------------------------------------------------- Standard & Poor's Ratings Services said Wednesday it had taken rating actions on a number of Dubai-based government related entities and transactions. Standard & Poor's has downgraded DIFC Investments LLC, DP World Ltd., Jebel Ali Free Zone (FZE), Dubai Holding Commercial Operations Group LLC (DHCOG), and Emaar Properties PJSC. All of these entities have been placed on CreditWatch with negative implications. The ratings on Dubai Multi Commodities Centre Authority were affirmed, although they were placed on CreditWatch negative. A CreditWatch negative placement also applies to the notes issued by Thor Asset Purchase (Cayman) Ltd. (Thor), which are securitized by cash flows from a revolving pool of existing and future receivables originated by Dubai Electricity and Water Authority (DEWA; not rated). The rating actions are the result of the announcement on Nov. 25 of the restructuring of the debt obligations of Dubai World and its subsidiary, Nakheel. "In our view, such a restructuring may be considered a default under our default criteria, and represents the failure of the Dubai government (not rated) to provide timely financial support to a core government-related entity. This has led to a downward reassessment of our view of the propensity of the government of Dubai to support its GREs, resulting in multiple-notch downgrades on several rated GREs, in accordance with our enhanced criteria for rating GREs," S&P said. "The risk of a restructuring and/or default at Nakheel had previously led us to reassess the likelihood of government support, leading to downgrades in June 2009. In October 2009, we reiterated our view that government support would need to be revisited in the event of a default at Nakheel. "We will resolve the CreditWatch placement on the rated GREs and Thor upon a review of the full impact on rated GREs of the Dubai World and Nakheel restructuring announcement. We expect this to be complete within the next three months. RATINGS LIST Downgraded/Ratings affirmed/CreditWatch Action To From -- ---- Issuer credit ratings DIFC Investments LLC BBB-/Watch Neg/A-3 A/Negative/A-1 DP World Ltd. Jebel Ali Free Zone (FZE) BBB-/Watch Neg/A-3 BBB+/Negative/A-2 Dubai Holding Commercial Operations Group LLC (DHCOG) BBB+/Watch Neg/-- A/Watch Neg/-- Emaar Properties PJSC BBB-/Watch Neg/-- BBB+/Watch Dev/-- Dubai Multi Commodities Centre Authority (DMCC) BB/Watch Neg/B BB/Stable/B Thor Asset Purchase (Cayman) Ltd. (Thor) Senior secured* A/Watch Neg A * Support by Emirate of Dubai and Dubai Electricity and Water Authority N.B. -- This list does not include all ratings affected. ECO2 PLASTICS: Files Voluntary Chapter 11 Petition -------------------------------------------------- ECO2 Plastics, Inc., (EOPI.OB) announced November 25 that it has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. Over the past several months, ECO2 has undertaken significant efforts to reduce its expenses including ceasing operations at its former production facility while pursuing plans to develop a new production facility. At the same time, the Company has been working with existing and potential investors to secure the requisite funding for the proposed new facility. The Company's inability to identify new sources of liquidity have caused the Company to seek bankruptcy protection in order to better manage its operations through an orderly restructuring process. The case number of the filing is 09-3702 DM. "We believe that chapter 11 is necessary to restructure the Company's outstanding debt, and establish a sustainable, long-term capital structure for the business," said Rod Rougelot, Chief Executive Officer of the Company. "While we have worked tirelessly during the past several months to develop our new production facility plans, address our existing financial obligations and seek further funding, the Company has concluded that it will be unable to secure the financing it requires in the absence of a chapter 11 filing that will clean up the Company's balance sheet." Under Chapter 11, certain claims in existence prior to the Debtor's filing of the petition for relief under the U.S. Bankruptcy Code are stayed while the Debtor continues business operations as a debtor-in-possession. The Debtor will continue to operate its business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Code. About ECO2 Plastics ECO2 Plastics, (EOPI.OB) -- http://www.eco2plastics.com/--, is a publicly traded company engaged in PET plastic recycling. The Company's patented process was developed through a research partnership with Honeywell FM&T and the US Department of Energy. ECO2 Plastics is the exclusive worldwide licensee of the patented and patent-pending technology. The Company is headquartered in Menlo Park, California. The Company has assets of $1.69 million against debts of $6.38 million as of Sept. 30, 2009. ECO2 PLASTICS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: ECO2 Plastics, Inc. fdba Itec Environmental Group, Inc. 1143 Crane Street, Suite 203 Menlo Park, CA 94025 Bankruptcy Case No.: 09-33702 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Dennis Montali Debtor's Counsel: Penn Ayers Butler, Esq. Wendel, Rosen, Black & Dean LLP 1111 Broadway, 24th Floor P.O. Box 2047 Oakland, CA 94607 Tel: (510) 834-6600 Fax: (510) 834-1928 Email: pbutler@wendel.com Tracy Green, Esq. Wendel, Rosen, Black and Dean 1111 Broadway 24th Fl. P.O. Box 2047 Oakland, CA 94607 Tel: (510) 834-6600 Email: tgreen@wendel.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/canb09-33702.pdf The petition was signed by Rodney S. Rougelot, chief executive officer of the Company. EMPIRE RESORTS: Has Default Notice from Bank of New York Mellon --------------------------------------------------------------- Empire Resorts, Inc., reports that on November 9, 2009, it received a notice from The Bank of New York Mellon Corporation, as indenture trustee under that certain indenture, dated as of July 26, 2004, by and among the Company, the Trustee and certain guarantors named therein. The Notice asserted that an event of default has occurred and is continuing, which has not been waived, as a result of the Company's failure to pay the principal amount of the Company's 5-1/2% senior convertible notes, plus accrued and unpaid interest and liquidated damages, upon the purported timely exercise of certain put rights under the Indenture. As a result, the Notice advised that the Trustee has declared the entire $65 million unpaid principal amount of the Notes, all accrued, unpaid interest thereon and any additional amounts due and owning under the Indenture to be immediately due and payable. The Company's legal position that no exercise of any put rights has occurred in accordance with the terms of the Indenture and, consequently, no event of default has occurred under the Indenture. The Company has commenced a declaratory judgment action against The Depository Trust Company and the Trustee in the Supreme Court of the State of New York in Sullivan County, pursuant to which the Company is seeking a judicial determination that (1) no Holder, as defined under the Indenture, delivered an executed put exercise notice to the office of the Trustee within the lawfully mandated time for exercise of a Holder's put rights under the Indenture, which was prior to the close of business on July 31, 2009, as expressly required under the Indenture in order to properly exercise a put, and that, accordingly, (2) the Notes, in the full amount of $65 million, continue to mature on July 31, 2014. A failure to have repurchased the Notes when required would result in an "Event of Default" under the Indenture and could result in a cross-default under the Company's loan agreement, dated July 27, 2009, as amended, with The Park Avenue Bank of New York. This event would permit PAB to accelerate the debt outstanding under the Loan Agreement and, if such debt is not paid, to enforce security interests in the collateral securing such debt or result in the Company becoming involved in an insolvency proceeding. Catskill Plan The Company said in a separate filing the St. Regis Mohawk Tribe on November 21, 2009, announced the results of a referendum of its members pursuant to which the members of the Tribe indicated, by a vote of 178 - 140, that they do not support the Tribe pursing off- reservation gaming in the Catskills region of the State of New York. The St. Regis Mohawk Tribe provided for input from community members through a referendum on Saturday, November 21. 319 voters turned out to state their positions on the referendum's two questions: -- "Do you support the tribe pursuing off-reservation gaming in the Catskills?" -- "Do you support the Tribe purchasing the 'Burning Sky' building and land for $250,000?" On the question of off-reservation gaming in the Catskills, 140 "yes" votes were cast and 178 "no" votes were cast, giving the tribe a thumbs-down to continue with the off-reservation gaming project. One ballot was spoiled. The next hurdle for the Tribe to clear would have been the reversal of the so-called "Kempthorne Policy," which, under the Bush Administration, prohibited the St. Regis Mohawk Tribe from building an off-reservation casino in Sullivan County. On the question of the purchase of real estate to house the Tribe's human services programs, 37 "yes" votes were cast and 278 "no" votes were cast, so the Tribe will not proceed with the purchase. Four ballots were spoiled. The "Burning Sky" building is the premises where a locally-owned office supply company by the same name previously operated their business. In its Form 10-Q report, Empire Resorts said it has been working since 1996 to develop a Class III casino on a site 29.31 acre owned by the Company adjacent to its Monticello, New York facility. Class III gaming means a full casino including slot machines, on which the outcome of play is based upon randomness, and various table games including, but not limited to, poker, blackjack and craps. Initially, this effort was pursued through agreements with various Indian tribes. The Company's most recent efforts were pursuant to agreements with the St. Regis Mohawk Tribe. The Company said it was advised, however, that on January 4, 2008, the St. Regis Mohawk Tribe received a letter from the Bureau of Indian Affairs denying the St. Regis Mohawk Tribe's request to take 29.31 acres into trust for the purpose of building a Class III gaming facility to be located at Monticello Casino and Raceway. The basis for the denial, a newly promulgated "commutability rule," is reported to be under review by the U.S. Department of the Interior. On July 18, 2008, the Company's subsidiaries, MRMI, Monticello Raceway Development Company, LLC and Monticello Casino Management, LLC entered into a settlement agreement with the St. Regis Mohawk Gaming Authority and the St. Regis Mohawk Tribe pursuant to which the parties agreed to release all claims against the other parties. The settlement was amended on October 10, 2008 to eliminate any remaining unfulfilled conditions and included the Company's agreement to reimburse the St. Regis Mohawk Tribe approximately $444,000 for expenses incurred by them in connection with the project. Kien Huat Realty Deal Empire Resorts on November 10 said, at that day's Special Meeting of Stockholders held in New York City, the Company's stockholders approved the issuance of shares and related proposals to facilitate the proposed investment of $44,000,000 by Kien Huat Realty III Limited. In exchange for the investment, Kien Huat will receive an additional 27,701,852 common shares in the Company. The closing was expected to take place later that week. The $44,000,000 investment by Kien Huat follows an initial investment of $11,000,000 by Kien Huat on August 19, 2009, in exchange for 6,804,188 shares of the Company's common stock. With its aggregate $55,000,000 investment following the second tranche, Kien Huat will own 34,506,040 common shares, or approximately 50.2% of the outstanding common shares of the Company, and just under 50% of the total voting power of the Company as represented by the Company's outstanding common and preferred shares. Under its Investment Agreement with the Company, Kien Huat is entitled to appoint three representatives to the Company's Board of Directors, including a non-executive Chairman. Mr. G. Michael Brown and Mr. Colin Au were designated to serve as Kien Huat's initial Directors, and Mr. Brown was designated as Chairman, following Kien Huat's initial investment. Kien Huat is entitled to designate a third director upon closing of the second tranche, subject to regulatory approval. Kien Huat is an investment company beneficially owned by a Lim family trust of which Mr. Lim Kok Thay of Malaysia and members of his family are beneficiaries. Kien Huat affiliates maintain substantial interests in a multinational group of companies actively involved in gaming, leisure, hospitality, power generation, plantations, property development, biotechnology, and oil and gas. Kien Huat affiliates separately own a substantial interest in Star Cruises Ltd., the largest cruise operator in Asia, and financed the startup of the Foxwoods Resort & Casino in Connecticut and the Seneca Niagara Casino in New York. Genting is Asia's largest casino operator and a leading integrated resorts development specialist with over 25 years of global experience in developing, operating and marketing internationally acclaimed casinos and integrated resorts in different parts of the world, including the Americas, Australia, Malaysia, the Philippines and United Kingdom. Genting is the largest casino operator in the United Kingdom through ownership of Genting UK Plc. In 2009, Genting supported the capital raising exercise of MGM Mirage. In 2010, Genting will open a $4.55 billion integrated resort on Sentosa Island in Singapore, which will include a Universal Studios Theme Park, a Hard Rock Hotel, and gaming, leisure and hospitality venues. Going Concern Doubt At September 30, 2009, the Company's consolidated balance sheets showed $51.3 million in total assets and $78.7 million in total current liabilities, resulting in a $27.4 million shareholders' deficit. The Company says its ability to continue as a going concern is dependent upon a determination that it did not have the obligation to repurchase its $65 million of 5-1/2% senior convertible notes on July 31, 2009, and/or its ability to arrange financing with other sources to fulfill its obligations under a loan agreement with The Park Avenue Bank of New York. The Company is continuing efforts to obtain financing, but there is no assurance that it will be successful in doing so. The Company believes these factors, as well as continuing net losses and negative cash flows from operating activities, raise substantial doubt about its ability to continue as a going concern. About Empire Resorts Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/ -- owns and operates the Monticello Casino & Raceway, a harness racing track and casino located in Monticello, New York, and 90 miles from midtown Manhattan. ERNIE LEE JACOBSEN: Wants Schedules Filing Extended Until Dec. 8 ---------------------------------------------------------------- Ernie Lee Jacobsen and Donna Jean Jacobsen ask the U.S. Bankruptcy Court for the Northern District of Mississippi to extend until December 8, 2009, their time to file their schedules of assets and liabilities and statement of financial affairs. Their initial filing period expired on Nov. 23, 2009. The Debtors and their counsel are still in gathering information necessary to complete the required documents. Ernie Lee Jacobsen and Donna Jean Jacobsen filed for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr. N.D. Miss. Case No. 09-15667). Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, assists the Jacobsens in its restructuring effort. The joint petition listed $10,000,001 to $50,000,000 in assets and liabilities. ESCADA AG: Deutschland Unit Applies for Insolvency Proceedings -------------------------------------------------------------- ESCADA Deutschland Vertriebs GmbH, a 100 percent subsidiary of ESCADA AG, on November 16, 2009, filed a petition with the competent Regional Court in Munich as insolvency court for insolvency proceedings to be opened. The petition follows as a consequence of insolvency proceedings being opened over ESCADA AG's assets on November 1, 2009, in Aschheim/Germany. On November 17, 2009, at 10 a.m., the Court ordered preliminary administration of the insolvent's assets and appointed Mr. Christian Gerloff, Munich, to act as preliminary insolvency administrator. Because of potential liability risks the company had not been sold under the sale and transfer agreement to the trust of the Mittal family on November 5, 2009. The operative business of 'ESCADA Deutschland Vertriebs GmbH' shall be transferred shortly as part of an asset deal. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Unit Wants March 15 Lease Decision Deadline --------------------------------------------------------- Pursuant to Section 365(d)(4) of Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure,, Escada (USA) Inc. asks the Court to extend through March 15, 2010, the period within which it may assume or reject unexpired leases of non- residential real property. Escada's current Lease Decision Deadline is December 12, 2009. The Debtor is a party to 31 Unexpired Leases, a schedule of which is available for free at: http://bankrupt.com/misc/Escada_31UnexpiredLeases.pdf Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York, relates that since many of the store leases are among the most valuable assets of the Debtor, the extension is necessary to continue to preserve and maintain the value of the Debtor's assets and business. According to Mr. Bender, Escada is continuing to perform its other postpetition obligations under the Leases in a timely fashion, as required by Section 365(d)(3) of the Bankruptcy Code. Furthermore, since the Debtor is current with respect to its postpetition obligations under its Leases, its extension request of the Lease Decision Period does not offer continuing harm to creditors. "On the contrary, if the extension is not granted, the Debtor risks losing numerous valuable leases which could derail a sale process and result in a significant loss of value to the Debtor's estate," Mr. Bender points out. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) ESCADA AG: US Unit Wants Plan Exclusivity Until March 15 -------------------------------------------------------- Section 1121(b) of the Bankruptcy Code provides for an initial period of 120 days after the commencement of a Chapter 11 case during which a debtor has the exclusive right to propose and file a Chapter 11 plan. Section 1121(c)(3) provides that if a debtor files a plan within the 120-day Plan Period, it has an additional 60-day period to obtain acceptance of that plan, during which time competing plans may not be filed. Escada (USA) Inc.'s Exclusive Plan Filing Period expires on December 12, 2009, while its Exclusive Solicitation Period ends on February 10, 2010. Pursuant to Section 1121(d) of the Bankruptcy Code, where the initial Exclusive Periods prove to be an unrealistic time frame for proposal and solicitation of a plan, the Court may extend a debtor's Exclusive Periods for "cause." Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York, relates that the Debtor's Chapter 11 case is part of and dependent on a much larger global restructuring of Escada AG and its other subsidiaries. The insolvency administrator for Escada AG recently decided on a purchaser for its assets. In order to formulate and confirm a viable plan of reorganization in its Chapter 11 case, the Debtor must determine the best course of action for the sale of its assets and seek approval of that sale from the Court. Mr. Bender points out that due to the complexities of the Chapter 11 case, the Debtor has not had sufficient time to negotiate a reorganization plan. Specifically, the Debtor has been unable to begin meaningful plan negotiations because of its dependency on Escada AG' German insolvency proceeding. "Now that a purchaser has been selected for the assets of Escada AG and the Debtor has begun its own sale negotiations, the Debtor is hopeful that a plan process can commence in the near future," Mr. Bender says. Nevertheless, Mr. Bender notes, it is highly unlikely that the Sale will be concluded and that subsequent negotiations would lead to the filing of a plan prior to the expiration of the Debtor's current Exclusive Plan Filing Period. Mr. Bender reminds the Court that the initial three months of the Debtor's Chapter 11 case have been time-consuming as the Debtor was heavily focused on (i) responding to and placating a wide array of concerns of the Official Committee of Unsecured Creditors and Escada AG, (ii) stabilizing its business operations, and (iii) analyzing the potential options for reorganization. The Debtor further emphasizes that it is managing its business effectively and preserving the value of its assets for the benefit of all creditors. However, the Debtor has not had sufficient time or ability to begin negotiations of a plan of reorganization and will not be in a position to do so until after expiration of the Plan Period, according to Mr. Bender. Against this backdrop, the Debtor asks the Court to extend, without prejudice, (i) its Exclusive Plan Filing Period through March 15, 2010; and (ii) its Exclusive Solicitation Period through May 13, 2010. Mr. Bender assures the Court that the Debtor's request for an extension of the Exclusive Periods "is not a negotiation tactic, but instead, merely a reflection of the fact that the Chapter 11 case is not yet ripe for the formulation and confirmation of a viable plan." Judge Stuart M. Bernstein will convene a hearing on December 1, 2009, to consider the Debtor's request. Objections, if any, must be filed by November 25. About Escada AG The ESCADA Group -- http://www.escada.com/-- is an international fashion group for women's apparel and accessories, which is active on the international luxury goods market. It has pursued a course of steady expansion since its founding in 1976 by Margaretha and Wolfgang Ley and today has 182 own shops and 225 franchise shops/corners in more than 60 countries. As of August 10, 2009, the Escada Group operated 176 owned stores and so-called shop in shops, of which 26 owned stores are located in the United States and operated by Escada (USA) Inc. and 2 stores are planned to be opened in the United States before year end. Escada Group products are also sold in 163 stores worldwide which are operated by franchisees. Escada Group had total assets of EUR322.2 million against total liabilities of 338.9 million as of April 30, 2009. Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008). Judge Stuart M. Bernstein handles the case. O'Melveny & Myers LLP has been tapped as bankruptcy counsel. Kurtzman Carson Consultants serves as claims and notice agent. Escada US listed US$50 million to US$100 million in assets and US$100 million to US$500 million in debts in its petition. Bankruptcy Creditors' Service, Inc., publishes Escada USA Bankruptcy News. The newsletter tracks the Chapter 11 proceedings of Escada USA, and the insolvency proceedings of ESCADA AG and its units. (http://bankrupt.com/newsstand/or 215/945-7000) EXTENDED STAY: Appeals BoA Lawsuit Transfer Ruling -------------------------------------------------- Extended Stay Inc. appealed to the U.S. District Court for the Southern District of New York a decision of a bankruptcy judge overseeing its Chapter 11 cases. The Debtors made the move after Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York ordered to transfer to the New York Supreme Court a lawsuit filed by Bank of America N.A. and six other companies against Lightstone Group LLC Chairman David Lichtenstein after determining that the case is not a "core proceeding." The Debtors echoed Mr. Lichtenstein's earlier statement that Judge Peck could have erred in his decision to transfer the lawsuit to the Supreme Court on grounds that the Bankruptcy Court does not have "subject matter jurisdiction" and that the case "is not a core proceeding." BofA, et al., sued Mr. Lichtenstein and his company after the defendants, as guarantors, allegedly did not pay $100 million to the plaintiffs pursuant to certain guaranty agreements. The lawsuit was initially filed in the Supreme Court but was eventually moved to the Bankruptcy Court following the Debtors' Chapter 11 filing. BofA, et al., however, asked Judge Peck to transfer the case back to the Supreme Court on grounds that it is not related to the Debtors' bankruptcy proceedings. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Appeals Line Trust Lawsuit Transfer Ruling --------------------------------------------------------- Extended Stay Inc., Cerberus Capital Management LP and Centerbridge Partners LP appealed to the U.S. District Court for the Southern District of New York a bankruptcy judge's ruling requiring the transfer of a lawsuit filed by Line Trust Corporation Ltd. and Deuce Properties Ltd. Cerberus Capital and Centerbridge Partners own a portion of the $4.1 billion mortgage loan that was used to fund the acquisition of ESI and its affiliated debtors from Blackstone Group LP. Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York earlier ordered to transfer the lawsuit to the New York Supreme Court after determining that it is not a core proceeding. In court papers, the companies echoed Lightstone Group LLC Chairman David Lichtenstein's earlier statement that Judge Peck could have erred in his decision to transfer the lawsuit to the Supreme Court on grounds that the Bankruptcy Court does not have "subject matter jurisdiction" and that the case "is not a core proceeding." Line Trust and Deuce Properties filed the lawsuit after Mr. Lichtenstein allegedly failed to make a $100 million payment as guarantor under certain guaranty agreements. They also accused the officer of being induced by lenders to put the Debtors in bankruptcy to push junior loan holders out of the money, which in turn promised to indemnify him against $100 million in liabilities and provide a $5 million "litigation defense war chest" to resist potential claims from junior lenders. The lawsuit was initially filed in the Supreme Court but was moved to the Bankruptcy Court as a result of the Debtors' Chapter 11 filings. Line Trust and Deuce Properties, however, asked Judge Peck to transfer the case back to the Supreme Court. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). EXTENDED STAY: Bankr. Jurisdiction on Five Mile Suit Questioned --------------------------------------------------------------- Cerberus Capital Management LP and Centerbridge Partners L.P. filed a statement in the U.S. District Court for the Southern District of New York in connection with the appeal filed by Five Mile Capital II SPE ESH LLC. Five Mile earlier appealed to the District Court of a bankruptcy judge's order denying the transfer of its lawsuit against Cerberus and Centerbridge to the New York Supreme Court. In their statement, Cerberus and Centerbridge asked the District Court to determine whether or not Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York "correctly concluded that it has jurisdiction to adjudicate" the lawsuit. They also asked the District Court to determine whether or not the bankruptcy judge correctly concluded that the case "presents an issue that very clearly is unique to and uniquely affected" by the Chapter 11 cases of Extended Stay Inc. and its affiliated debtors. Five Mile sued Cerberus, Centerbridge, The Blackstone Group Inc. and GEM Capital Management Inc. after the companies allegedly negotiated with the Debtors on the restructuring of the Debtors' debt. Five Mile alleged that the negotiations led to an agreement on the terms of a restructuring that was detrimental to the Debtors while beneficial to the defendants. The lawsuit was initially filed in the Supreme Court but was eventually moved to the Bankruptcy Court after the Debtors filed their Chapter 11 cases. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. For the year ending December 31, 2008, Extended Stay's audited financial statements show consolidated assets (including nondebtor affiliates) totaling approximately $7.1 billion and consolidated liabilities totaling approximately $7.6 billion. Consolidated revenues for the 12 months ending December 31, 2008 were approximately $1 billion. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. Bankruptcy Creditors' Service, Inc., publishes Extended Stay Bankruptcy News. The newsletter provides gavel-to-gavel coverage of the Chapter 11 proceedings undertaken by Extended Stay Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). FIRST REPUBLIC: Fitch Changes Watch on Note Ratings to Negative --------------------------------------------------------------- Fitch Ratings has revised the Rating Watch on debt instruments originally issued by First Republic Bank, now a division of Bank of America Corporation (rated 'A+/F1+' by Fitch). Fitch has revised the Rating Watch to Negative from Evolving on subordinated debt rated 'A' originally issued by FRB, and revised the Rating Watch to Positive from Evolving on REIT preferred securities rated 'BB-' issued by FRB affiliates First Republic Preferred Capital Corp. and First Republic Preferred Capital Corp. II. BAC has announced the sale of FRB to a team led by unit management. Existing ratings are linked to those of BAC and its affiliates. The subordinated debt rating is dependent on government support, while the REIT preferred ratings reflect asset quality and earnings performance issues at BAC. The Negative Watch on the subordinated debt issuance reflects the fact that FRB will no longer benefit from government support once the sale closes in second quarter-2009 (2Q'09). Consequently, its rating at that time is likely to be lower. The Positive Watch on the REIT preferred securities reflects the possibility that the rating could be upgraded further based on FRB's fundamentals once the sale closes. Fitch plans to assess the creditworthiness of FRB at closing and will make the appropriate rating revisions to both subordinated debt and preferred securities at that time. Fitch has revised the Rating Watch to Negative from Evolving on this security: First Republic Bank -- Long-term subordinated debt 'A'. Fitch has revised the Rating Watch to Positive from Evolving on these securities: First Republic Preferred Capital Corp. First Republic Preferred Capital Corp. II -- Preferred Securities 'BB-'. FORUM HEALTH: Can Weigh Asset's Future Until December 14 -------------------------------------------------------- The Business Journal Daily reports that Forum Health Inc. said the initial November 30 deadline has been extended to December 14 to allow the company's board and financial advisers to evaluate their options before deciding whether to sell all or portion of the company, or pursue a plan of reorganization. The Company was expected to disclose whether it will pursue a mergers-and-acquisition process, source says. Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/ -- offers health care services. The primary service area consists of the northeast Ohio counties of Mahoning, Trumbull and Columbiana; and northeast Ohio counties of Ashtabula, Geauga and Portage and the Pennsylvania counties of Mercer and Lawrence. Forum Health and its affiliates filed for Chapter 11 protection on March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795). Paul W. Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC, serve as lead counsel to the Debtors. The Debtors have also tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA as co- counsel; Kurtzman Carson Consultants LLC as claims, noticing and balloting agent; and Huron Consulting Services LLC as financial advisors. Alston & Bird LLP represents the official committee of unsecured creditors formed in the Chapter 11 cases. At the time of its filing, Forum Health estimated that it had assets and debts both ranging from $100 million to $500 million. FREDDIE MAC: Files October 2009 Monthly Volume Summary ------------------------------------------------------ Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation) on November 24, 2009, issued its October Monthly Volume Summary. A full-text copy of the Monthly Volume Summary is available at no charge at http://ResearchArchives.com/t/s?4a65 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. Freddie Mac 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. 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. 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. GLOBAL ENERGY: Files for Chapter 11 Protection ---------------------------------------------- Global Energy Holdings Group, Inc., said November 25 it is voluntarily seeking to reorganize itself and four of its subsidiaries under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The voluntary filing will allow Global to continue its operations in the normal course through the financial restructuring process. Global determined that it was prudent to file for Chapter 11 at this time in order to restructure its business under the protection of the bankruptcy court. In 2008, Global focused its operations on the development of renewable energy projects, such as biomass gasification and landfill gas-to-energy projects, and chose to exit its legacy ethanol business. Global will continue an orderly liquidation of its non-core assets and develop business opportunities upon which it may structure its emergence from Chapter 11. The decision to pursue reorganization under Chapter 11 came after extensive efforts to improve Global's liquidity and pursue strategic alternatives. Along with the filing of the five voluntary petitions, Global intends to file four first day motions which it believes are necessary to enable the debtors to operate in Chapter 11 with a minimum of disruption and loss of productivity. About Global Energy Global Energy Holdings Group, Inc. (NYSE AMEX:GNH) -- http://www.gnhgroup.com/-- is a diversified renewable energy company based in Atlanta, Georgia. Global develops renewable energy projects, including biomass gasification and landfill-gas- to-energy projects. Global also coordinates and implements energy-efficiency projects, such as cogeneration and heat recovery, for organizations that include government agencies and the U.S. military. Global provides tailored solutions that capitalize on the nation's need for diverse energy resources, while investing in promising innovations to help power the future. Global Energy had total assets of $10.30 million against debts of $5.27 million as of Sept. 30, 2009. GSL DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: GSL Development, LLC 11709 Valley Boulevard El Monte, CA 91732 Bankruptcy Case No.: 09-43182 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Theodore E. Malpass, Esq. 4931 Birch St Newport Beach, CA 92660 Tel: (949) 474-994 Fax: (949) 474-9947 Email: temalpass@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 3 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb09-43182.pdf The petition was signed by Scott Gunderson, managing member of the Company. GTC BIOTHERAPEUTICS: NASDAQ Compliance Date Moved to March 2010 --------------------------------------------------------------- GTC Biotherapeutics, Inc., reports that on November 18, 2009, it received from a NASDAQ Hearings Panel an extension to March 16, 2010, to regain compliance with the market value of listed securities requirement for continued listing on The NASDAQ Capital Market, as specified by NASDAQ Listing Rule 5550(b)(2). The Company's common stock will continue to be listed on The NASDAQ Capital Market during the extension. The Company said it can satisfy the terms of the Panel's decision by demonstrating a market value of listed securities of at least $35 million for 10 consecutive trading days prior to the end of the extension period. Going Concern GTC said its recurring losses from operations and limited funds raise substantial doubt about its ability to continue as a going concern. As of September 27, 2009, the Company had $23.4 million in total assets against $63.1 million in total liabilities, and ($10.4) million in total redeemable convertible preferred stock, resulting in $29.2 million in stockholders' deficit. On November 2, 2009, the Company entered into a Stock Purchase Agreement with LFB Biotechnologies S.A.S., its principal stockholder, under which the Company agreed to issue to LFB $3.625 million in shares of the Company's common stock at a sales price of $1.07, which is equal to the closing price of the common stock on the Nasdaq Capital Market on October 30. On October 31, 2009, LFB notified the Company that it was exercising its option to purchase the $12.75 million of additional shares of Series E convertible preferred stock under the terms described in the financing agreements approved by the Company's shareholders in July 2009. This transaction provided the Company with roughly $6.38 million of new cash proceeds. In addition, LFB converted its existing shares of Series E convertible preferred stock it previously purchased in July into a total of roughly 10.6 million shares of common stock. Management expects that future sources of funding will include sales of equity or debt securities and new or expanded partnering arrangements. The Company said if no funds are available it would have to sell or liquidate the business. Based on its cash balance as of September 27, 2009, as well as the $10 million in cash it received from the closing of the LFB financing transactions and potential cash receipts from existing programs -- the Company anticipates it has the ability to continue its operations into the middle of the first quarter of 2010, including normal recurring debt service payments. The Company is currently engaged in discussions for potential new partnering transactions and plan to bring further financial resources into GTC in the future through some combination of partnering transactions and other debt or equity financing arrangements. About GTC Biotherapeutics Headquartered in Framingham, Massachusetts, GTC Biotherapeutics, Inc. (NASDAQ: GTCB) -- http://www.gtc-bio.com/-- develops, supplies, and commercializes therapeutic proteins produced through transgenic animal technology. The Company is also developing a portfolio of recombinant human plasma proteins with known therapeutic properties. The company also has a monoclonal antibody portfolio focused on follow-on biologics, including a CD20 monoclonal antibody. The intellectual property of the company includes a patent in the United States through 2021 for the production of any therapeutic protein in the milk of any transgenic mammal. Its transgenic production platform is particularly well suited to enabling cost effective development of proteins that are difficult to express in traditional recombinant production systems as well as proteins that are required in large volumes. HOLDINGS GAMING: S&P Junks Corporate Credit Rating From 'B-' ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Pittsburgh, Pennsylvania-based Holdings Gaming Borrower L.P. S&P lowered the corporate credit rating to 'CCC' from 'B-'. These ratings were removed from CreditWatch, where they were placed with negative implications Sept. 28, 2009. The rating outlook is negative. In addition, S&P revised its recovery rating on HGB's revolving credit facility and first-out term loan to '2', indicating its expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default, from '1'. S&P lowered its issue- level rating on this debt to 'CCC+' (one notch higher than the 'CCC' corporate credit rating on the company) from 'B+', in accordance with S&P's notching criteria for a '2' recovery rating. The revision to the recovery rating reflects S&P's expectation of a lower level of cash flow in its simulated default scenario than that used in its previous analysis and a reduction in S&P's assumed emergence multiple due to challenging operating conditions being experienced since the August 2009 opening of the property. "The ratings downgrade reflects the weak operating performance at HGB's recently completed slot gaming facility in Pittsburgh and S&P's assessment that the company's ability to service its capital structure over the intermediate term may be challenged due to operating trends that are tracking meaningfully below S&P's previous expectations," said Standard & Poor's credit analyst Michael Listner. S&P is concerned that the company's limited interest reserve allocation necessitates a significant improvement in operating performance from that observed to date in order to provide the company with sufficient liquidity to meet its debt service obligations and other fixed charges. Furthermore, the ratings downgrade reflects S&P's view that the company will likely violate the minimum EBITDA financial covenant in the company's credit agreement. S&P notes, however, that the agreement does provide for equity cure provisions that could be utilized by the owners if necessary to maintain compliance with financial covenants. As the company's first-lien interest reserve account will be depleted during the first quarter of 2010, Standard & Poor's is concerned that the property will be challenged to generate sufficient cash flow to accommodate fixed charges. In addition to required amortization and cash interest charges, the borrower has agreed to pay approximately $9.5 million per year (reducing to $7.5 million after 2012) to the city for residential and commercial development and the construction of a sports arena. With consideration given to reserves that will support the payment of cash interest and credit enhancement fees on HGB's term loans, S&P expects that the company will face cash charges of more than $55 million during 2010, in excess of S&P's revised expectations for cash flow generation during this period. As such, S&P believes that absent a substantial improvement in visitation trends and gaming revenue, a restructuring of the company's debt obligations is likely. HYPERDYNAMICS CORP: Receives NYSE Amex Noncompliance Letter ----------------------------------------------------------- Hyperdynamics Corporation has received a non-compliance warning letter from the staff of the NYSE Amex stock exchange concerning the Company's issuance of shares of its common stock on November 16, 2009. The NYSE Amex staff stated in the letter that failure to comply with stock exchange rules concerning the listing of additional securities could jeopardize the Company's continued listing status. It further stated that it would not at this time apply the continued listing evaluation and follow-up procedures specified in the exchange's Company Guide. NYSE Amex rules prohibit listed companies from issuing additional securities until an application for listing has been submitted and approved. The Company submitted the application November 25 and is working with the NYSE Amex to ensure that the shares are properly listed with the exchange. Because the Company is not currently in compliance with NYSE Amex continued listing standards, the staff letter constitutes a Warning Letter and a notice of failure to satisfy a continued listing standard. Sugar Land, Texas-based Hyperdynamics Corporation (NYSE Amex: HDY) -- http://www.hyperdynamics.com/-- is an emerging independent oil and gas exploration and production company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. INERTIA LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Inertia, LLC 3010 E. Elwood Street Phoenix, AZ 85040 Bankruptcy Case No.: 09-30273 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Charles G. Case II Debtor's Counsel: Steven N. Berger, Esq. One Columbus Plaza, Suite 700 3636 N Central Avenue Phoenix, AZ 85012-1985 Tel: (602) 271-9090 Fax: (602) 222-4999 Email: snb@engelmanberger.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 Deborah L. Hayes, manager of the Company. INTERTAPE POLYMER: Files 2002-2008 Annual Reports for Savings Plan ------------------------------------------------------------------ Intertape Polymer Group Inc. on November 13 and 16, 2009, filed with the Securities and Exchange Commission annual reports on Form 11-K for the Intertape Polymer Group, Inc. USA Employees' Stock Ownership and Retirement Savings Plan for the years 2002 to 2008: -- For the fiscal year ended December 31, 2002 See http://ResearchArchives.com/t/s?4a67 -- For the fiscal year ended December 31, 2003 See http://ResearchArchives.com/t/s?4a68 -- For the fiscal year ended December 31, 2004 See http://ResearchArchives.com/t/s?4a69 -- For the fiscal year ended December 31, 2005 See http://ResearchArchives.com/t/s?4a6a -- For the fiscal year ended December 31, 2006 See http://ResearchArchives.com/t/s?4a6b -- For the fiscal year ended December 31, 2007 See http://ResearchArchives.com/t/s?4a6c -- For the fiscal year ended December 31, 2008 See http://ResearchArchives.com/t/s?4a6d About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. * * * As reported by the Troubled Company Reporter on April 6, 2009, Standard & Poor's Ratings Services lowered its ratings, including its corporate credit rating, to 'CCC+' from 'B' on Intertape Polymer Group Inc. and related entities. At the same time, S&P removed the ratings from CreditWatch with negative implications, where S&P placed them on March 23, 2009. The outlook is negative. As of December 31, 2008, the company had about $270 million in adjusted debt (adjusted for capitalized operating leases and tax- adjusted unfunded employee benefit obligations). INTERTAPE POLYMER: Reports $2 Mil. Net Earnings for Sept. 30 Qtr ---------------------------------------------------------------- Intertape Polymer Group Inc. said net earnings for the third quarter ended September 30, 2009, were $2.0 million or $0.03 per share, both basic and diluted, compared to net earnings of $4.2 million or $0.07 per share both basic and diluted for the same period last year. Both of the Company's Divisions made progress when compared with the first half of 2009, as economic conditions improved and the North American housing market showed initial signs of recovery, most notably in the sale of new houses. Net loss for the nine months of 2009 totaled $5.8 million ($0.10 per share, basic and diluted) compared to net earnings of $7.0 million ($0.12 per share, basic and diluted) for the same period in 2008. Third quarter sales were down 19% to $163.7 million, compared to sales of $202.0 million in the third quarter of 2008, reflecting a 16.2% decrease in sales for the Tapes & Films Division and a 29.8% reduction for the Engineered Coated Products Division. Sales for the first nine months of the year were $454.7 million compared to $584.0 million for the same period in 2008, a decrease of 22.1%. Third quarter 2009 EBITDA was $16.1 million compared to $18.8 million for the third quarter in 2008. For the first nine months of 2009, EBITDA was $35.2 million compared to $52.4 million for the same period in 2008. The Company used cash flows from operating activities in the third quarter of 2009 of $10.4 million compared to $9.2 million of cash flows generated in the third quarter of 2008. The cash usage in 2009 was largely due to decreased accounts payable and accrued liabilities. For the first nine months of 2009, the Company generated cash flows from operating activities of $10.4 million compared to $8.6 million for the same period of 2008. Over the most recent quarter, the Company increased its outstanding debt by $9.0 million. Following substantial debt reduction in the first half of the year, debt reduced year-to-date totals $10.2 million. The Company's asset based loan has one financial covenant, a fixed charge ratio, the target for which is 1.0 to 1.0. This covenant becomes effective only when unused availability drops below $25.0 million. While Intertape did not meet the ratio as at September 30, 2009, this covenant was not in effect as unused availability was $30.8 million. To date in the fourth quarter, the Company has maintained availability in excess of $25.0 million and expects to remain above that level into 2010. As part of the Company's ongoing objectives to lower costs, enhance customer order fulfillment and effectively optimize inventory investment, the Company will consolidate operations currently performed at its Hawkesbury, Ontario plant. The Hawkesbury plant will be closed by the end of the year and operations will be transferred to the Company's Truro, Nova Scotia plant. The Company expects to incur a charge in the fourth quarter associated with this closure. At September 30, 2009, the Company had $557.5 million in total assets against $313.9 million in total liabilities. "The third quarter is historically our strongest and this year is no exception. I am pleased with our results which indicate the effectiveness of our cost reductions and the development and sales of new products. Owing to the seasonal aspects of our business, we expect lower fourth quarter results," stated Intertape Chairman, Eric E. Baker. "During the third quarter, we saw our customer base increase inventory levels. This restocking could translate into lower demand in the fourth quarter. Propylene-related raw material costs have escalated significantly in the past three months. Unfortunately there is no pricing power in the market and therefore we expect lower fourth quarter gross margins," said Intertape Executive Director, Melbourne F. Yull. A full-text copy of the Company's quarterly report is available at no charge at http://ResearchArchives.com/t/s?4a6e A full-text copy of the Company's earnings release is available at no charge at http://ResearchArchives.com/t/s?4a6f On November 12, 2009, Intertape Polymer named Bernard J. Pitz as its new Chief Financial Officer, effective immediately. Mr. Pitz has served as a CFO and in other executive capacities for close to 20 years. His experience is wide ranging, having worked in a number of industries with progressively complex and important responsibilities for public companies with sales of $150 million to over $700 million. He holds a B.S. and an M.B.A from Northern Illinois University and the University of Chicago, respectively. "Bernie is a highly experienced CFO with proven leadership skills and has a strong track record of a definite hands-on approach. He further strengthens Intertape's management team and we look forward to benefitting from his broad knowledge. We thank Vic DiTommaso for his years of service and wish him well in his future endeavours," Mr. Baker said. About Intertape Polymer Group Intertape Polymer Group Inc. (TSX:ITP) (NYSE:ITP) develops and manufactures specialized polyolefin plastic and paper based packaging products and complementary packaging systems for industrial and retail use. Headquartered in Montreal, Quebec and Sarasota/Bradenton, Florida, the Company employs approximately 2,100 employees with operations in 17 locations, including 13 manufacturing facilities in North America and one in Europe. * * * As reported by the Troubled Company Reporter on April 6, 2009, Standard & Poor's Ratings Services lowered its ratings, including its corporate credit rating, to 'CCC+' from 'B' on Intertape Polymer Group Inc. and related entities. At the same time, S&P removed the ratings from CreditWatch with negative implications, where S&P placed them on March 23, 2009. The outlook is negative. As of December 31, 2008, the company had about $270 million in adjusted debt (adjusted for capitalized operating leases and tax- adjusted unfunded employee benefit obligations). ION MEDIA: Bankruptcy Court Enters Order Confirming Ch. 11 Plan --------------------------------------------------------------- U.S. Bankruptcy Judge James Peck has entered a 30-page memorandum decision confirming ION Media Networks, Inc.'s Chapter 11 plan of reorganization. Judge Peck held that Cyrus Select Opportunities Master Fund Ltd., the sole remaining objector, lacked standing to object to the Plan and ruled that Cyrus breached a contract. Judge Peck pointed out that Cyrus, an activist distressed investor that purchased certain deeply discounted second lien debt of ION Media at pennies on the dollar, has been using aggressive bankruptcy litigation tactics as a means to gain negotiating leverage and earn outsize returns. Cyrus had argued the plan gives too much to first-lien lenders, based on a premise that their claims are secured by Federal Communications Commission broadcast licenses. Cyrus said that the FCC licenses owned by special purpose vehicles within the Debtors' capital structure represent valuable unencumbered source of recovery for holders of second lien indebtedness. However, Judge Peck noted that Cyrus lacked standing to object due to the explicit restrictions imposed under the prepetition intercreditor agreement between first lien lenders and second lien lenders. "Here, a sophisticated, economically motivated and woefully out of the money creditor has deliberately chosen to ignore the terms of an unambiguous agreement that, read literally, precludes it from opposing confirmation. This is a high risk strategy that is being implemented without first obtaining a declaration of rights under the Intercreditor Agreement. Cyrus has chosen instead to object to confirmation and thereby assume the consequence of being found liable for a breach of the Intercreditor Agreement." To avoid potential liability for breach of the agreement, Cyrus must prevail in showing that objections to confirmation are not prohibited because those objections are grounded in the proposition that the FCC Licenses are not collateral and so are not covered by the agreement. Judge Peck, however, held that the FCC licenses constitute purported "collateral" as that term is used in the intercreditor agreement. A copy of the Memorandum Decision is available for free at: http://bankrupt.com/misc/IonMedia_ConfirmationMemo.pdf The Chapter 11 Plan Ion Media Networks Inc. has filed with the Bankruptcy Court a Chapter 11 reorganization plan that says first lien lenders would recover 16.6% of their claims based on the 37.5% of the stock of reorganized Ion that will be distributed to them. Holders of DIP facility claims will receive 62.5% of the new stock. The Plan is supported by holders of over 70% of Ion Media's first lien secured debt, who also served as the source of Ion's $150 million debtor in possession financing facility, as well as the statutory committee of unsecured creditors appointed in the chapter 11 cases. As previously reported, the Plan contemplates a complete extinguishment of over $2.7 billion in legacy indebtedness and preferred stock claims. Cyrus Select Opportunities Master Fund, an affiliate of Cyrus Capital and an investor in Ion's notes due 2013, had raised objections to the Plan, specifically with respect to the proposed recovery provided to the first lien lenders. Cyrus, a holder of the second lien debt, argues that the Plan gives too much to first-lien lenders, based on a premise that their claims are secured by Federal Communications Commission operating licenses. Cyrus said that FCC licensees can't legally grant liens on the licenses and that the issue should be heard in the District Court. Cyrus has commenced an adversary proceeding against Ion Media seeking a declaration regarding the validity and enforceability of any security interests in broadcasting and other licenses, authorizations, waivers and permits issued by the FCC to certain subsidiaries of Ion Media. Ion Media asserts that the first lien lenders -- the majority of who have provided $150 million of the DIP financing -- hold a perfected senior security interest in the right to receive proceeds generated from the sale of the FCC Licenses. Ion Media has commenced an adversary proceeding against Cyrus seeking a declaratory judgment enforcing the terms of a security agreement and an intercreditor agreement. According to Ion Media, the agreements provide that (i) the first priority secured parties' liens are senior to those of the second priority secured parties, including Cyrus, and (ii) the second lien lenders are barred from challenging the validity of the liens of the first lien lenders and objecting to a reorganization plan. A copy of the Plan, as modified, is available for free at: http://bankrupt.com/misc/IonMedia_Modified_DS.pdf A copy of the Disclosure Statement, as modified, is available for free at: http://bankrupt.com/misc/IonMedia_Modified_Plan.pdf About Ion Media Networks ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and operates the nation's largest broadcast television station group and ION Television, which reaches over 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, and features popular TV series and movies from the award-winning libraries of RHI Entertainment, CBS Television, NBC Universal, Sony Pictures Television, Twentieth Television and Warner Bros., among others. Using its digital multicasting capability, the Company has launched several digital TV brands, including qubo, a channel for children focusing on literacy and values, and ION Life, a channel dedicated to active living and personal growth. It also has launched Open Mobile Ventures Corporation, a business unit focused on the research and development of portable, mobile and out-of-home transmission technology using over-the-air digital television spectrum. The Company and its affiliates filed for Chapter 11 bankruptcy protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125). Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors' general bankruptcy counsel. Moelis & Company LLC is the Debtors' financial advisor. Ernst & Young LLP is the Debtors' tax advisor, and Kurtzman Carson Consultants LLP is the Debtors' notice, claims and balloting agent. The Debtors listed $1,855,000,000 in assets and $1,936,000,000 in debts as of April 30, 2009. The U.S. Trustee has appointed four members to the official committee of unsecured creditors. JACO FOODS: Sec. 341 Meeting Set for December 14 ------------------------------------------------ U.S. Trustee for Region 5 will convene a meeting of JACO Foods, Inc.'s creditors on December 14, 2009, at 2:00 p.m. at Cochran U.S. Bankruptcy Courthouse, 703 Highway 145 North, Aberdeen, MS 39730. 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. Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11 bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case No. 09-16017). Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. JACO FOODS: List of 20 Largest Unsecured Creditors -------------------------------------------------- JACO Foods, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a list of its 20 largest unsecured creditors. A full-text copy of the Debtor's list of creditors is available for free at http://bankrupt.com/misc/msnb09-16017.pdf Columbus, Mississippi-based JACO Foods, Inc., filed for Chapter 11 bankruptcy protection on November 16, 2009 (Bankr. N.D. Miss. Case No. 09-16017). Craig M. Geno, Esq., at Harris Jernigan & Geno, PLLC, assists the Company in its restructuring effort. The Company listed $10,000,001 to $50,000,000 in assets and $10,000,001 to $50,000,000 in liabilities. JAMES YMSON: Case Summary & 12 Largest Unsecured Creditors ---------------------------------------------------------- Joint Debtors: James C. Ymson Donna Marie V. Ymson 1814 Charlton Cir Toms River, NJ 08755-1481 Bankruptcy Case No.: 09-41655 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court District of New Jersey (Trenton) Debtor's Counsel: Marc C. Capone, Esq. Capone and Keefe, PC 60 Highway 71, Unit 2 Spring Lake Heights, NJ 07762 Tel: (732) 528-1166 Email: mcapone@caponeandkeefe.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 $1,234,507, and total debts of $1,826,672. A full-text copy of the Debtors' petition, including a list of their 12 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/njb09-41655.pdf The petition was signed by the Joint Debtors. JIM PALMER: Sells Assets to Two Chicago Businessmen --------------------------------------------------- Betsy Cohen of the Missoulian reports that Jim Palmer Trucking has been sold to Chicago-based businessmen Milan Kangrga and Blazo Gjorev, who will run the Company without any significant changes. The businessmen, Ms. Cohen says, plan to expand the company on the each coast. According to the report, Jim Palmer was retained as a consultant, Lonnie Wallace will stay in his present position, and all company employees will keep their jobs. About Jim Palmer Headquartered in Missoula, Montana, Jim Palmer Trucking Inc. -- http://www.jimpalmertrucking.com/-- offers truckload transportation of temperature-controlled cargo. The company operates throughout the US from terminals in Missoula, Montana; Salina, Kansas; and Tampa. The Debtor and two of its affiliates filed for separate Chapter 11 protection on July 15, 2008, (Bankr. D. Mont. Lead Case No.: 08- 60922). James A. Patten, Esq., represents the Debtors in their restructuring efforts. The Debtors have $11,897,554 in total assets and $12,089,808 in total debts. JPP INC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: JPP, Inc. dba Baron Stiegel 168 S. Main Street Manheim, PA 17545 Bankruptcy Case No.: 09-18959 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Chief Judge Stephen Raslavich Debtor's Counsel: Barry A. Solodky, Esq. Blakinger, Byler and Thomas, P.C. 28 Penn Square Lancaster, PA 17603 Tel: (717) 299-1100 Email: bas@bbt-law.com Estimated Assets: $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 Paul A. Reuter Jr., president of the Company. KIRKLAND HUTCHESON: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Kirkland Hutcheson, LLC dba Castle Rock Resort fka Atrium Inn 3001 Green Mountain Drive Branson, MO 65616 Case No.: 09-62695 Type of Business: The Debtor operates a lodging business. Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge:?Arthur B. Federman Debtor's Counsel: David E. Schroeder, Esq. David Schroeder Law Offices, PC 1524 East Primrose St., Suite A Springfield, MO 65804-7915 Tel: (417) 890-1000 Fax: (417) 886-8563 Email: bk1@dschroederlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by William D. Kirkland, the company's organizer/authorized member. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Empire Electric open account $90,442 Springfield Mechanical open account $48,888 KARK open account $14,170 Fireman's Fund Insurance open account $12,918 Anderson Electric & open account $12,779 Plumbing Nuvox open account $9,465 Jeff Ellis & Associates open account $7,873 Lamar Companies open account $6,960 Clear Channel open account $6,841 Cromer Company open account $6,639 Travel CLICK open account $5,875 City of Branson open account $5,590 Utilities Loyd's Electric Supply open account $5,254 BKD LLP open account $5,146 Pepsi Americas open account $4,840 RARK open account $4,250 Northshore Technologies open account $4,053 Graybar Financial open account $3,741 Sudden Link open account $3,618 Midwest Parenting open account $3,495 Publications LANDAMERICA FIN'L: Court Confirms Chapter 11 Plan ------------------------------------------------- Judge Kevin Huennekens of the United States Bankruptcy Court for the Eastern District of Virginia confirmed the Joint Chapter 11 Plan of LandAmerica Financial Group, Inc., LandAmerica 1031 Exchange Services Inc., and its affiliated debtors at a hearing held last November 18, 2009. Judge Huennekens signed the Confirmation Order on November 23, 2009. Upon review, the Court held that the Plan complied with the confirmation requirements of Section 1129(a) of the Bankruptcy Code: (1) The Plan complies with Section 1129(a)(1) because, among others: -- The Plan complies with the classification requirements of Sections 1122 and 1123(a) of the Bankruptcy Code because all Claims within a particular class are substantially similar to the other Claims or Interests in that class or are part of a class approved as reasonable and necessary for administrative convenience. The Plan also complies with the requirements set forth under Section 1123(a)(1)-(6) of the Bankruptcy Code. -- The Plan provides for the assumption, assumption and assignment or rejection of the Debtors' executory contracts and unexpired leases that have not been previously assumed, assumed and assigned or rejected pursuant to Section 365 of the Bankruptcy Code and orders of the Court; (2) The Plan satisfies Section 1129(a)(2) because the Debtors have complied with the applicable provisions of Section 1125 and 1126 of the Bankruptcy Code, whereby (x) all persons entitled to receive notice of the Disclosure Statement, the Plan and the Confirmation Hearing have received proper and adequate notice, and (y) the Debtors solicited votes with respect to the Plan in good faith and in a manner consistent with bankruptcy law. (3) The Plan complies with Section 1129(a)(3) because the Plan was proposed in good faith and not by any means forbidden by law. The Plan is the result of extensive, good faith, arm's-length negotiations between the Debtors and certain of their principal constituencies, including the Creditors Committees and their professionals, and reflects substantial input from the principal constituencies having an interest in the Chapter 11 Cases, the Court acknowledged. (4) The Plan complies with Section 1129(a)(4) because payments made or to be made by the Debtors to professionals for services or costs and expenses incurred have been approved by, or are subject to the approval of, the Bankruptcy Court. (5) The Plan complies with Section 1129(a)(5) because the identity and affiliation of the proposed Dissolution Trustee, the LFG Trustee and the LES Trustee has been disclosed in the Plan or the applicable Trust Agreement. (6) Section 1129(a)(6) is satisfied as the Plan does not provide for any change in rates that require regulatory approval of any governmental agency. (7) The Plan complies with the requirements of Section 1129(a)(7) because each holder of an impaired Claim or Interest in each impaired Class of Claims or Interests that has not accepted the Plan will, on account of the Claim or Interest, receive or retain property under the Plan having a value, as of the Effective Date, that is not less than the amount that the holder would have received or retained if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date. (8) The Plan has not been accepted by all impaired Classes of Claims and Interests because, pursuant to Section 1126(g) of the Bankruptcy Code, the holders of Interests in Class LFG 6 (LFG Equity Interests) are deemed to have rejected the Plan. Nevertheless, the Plan satisfies Section 1129(a)(8) and the Plan is confirmable because it satisfies Section 1129(b)(1) with respect to non-accepting Class of Interests. (9) The Plan complies with the requirements of Section 1129(a)(9) as it provides treatment for Administrative Expense Claims, Priority Tax Claims, Fee Claims and Priority Non-Tax Claims in Classes LES 1, LFG 1 and SD 1 that is consistent with the Bankruptcy Code. (10) The Plan complies with the requirements of Section 1129(a)(10) because the Plan has been accepted by Classes LES 3, LES 4, LES 5, LES 6, LES 7, LES 8, LFG 3, LFG 4, SD 3 and SD 4, which are all classes of impaired Claims that are entitled to vote on the Plan, determined without including any acceptance of the Plan by any insider. (11) The Plan complies with the requirements of Section 1129(a)(12) because the Plan provides that all fees payable pursuant to Section 1930 of the Judiciary and Judicial Procedures due and payable through the Effective Date will be paid by the Debtors on or before the Effective Date and amounts due thereafter will be paid by the applicable Trustee in the ordinary course until the entry of a final decree closing the applicable Chapter 11 case. (12) The Plan is a liquidation plan and thus, does not provide for the payment of retiree benefits pursuant to Section 1129(a)(13). (13) Section 1129(a)(14), which addresses domestic support obligations, does not apply to the Debtors. (14) Section 1129(a)(15), which concerns individual debtors, does not apply to the Debtors. (15) Section 1129(a)(16), which addresses non-profit organizations, does not apply to the Debtors. The Court also opined that the Plan does not discriminate unfairly and is fair and equitable with respect to Class LFG 6, which is impaired and deemed to reject the Plan, and thus, complies with Section 1129(b). There is no other Class of Interests under the Plan that is similarly situated to Class LFG 6. Voting Results James Katchadurian, Senior Vice President at Epiq Bankruptcy Solutions, LLC, the Debtors' voting agent, delivered to the Court, on November 16, 2009, the results to the tabulation of votes accepting or rejecting the Plan: _________________________________________________________________ | | | | | | Accepting | Rejecting | | Class |__________________________|________________________| | | No. of | Amount | No. of | Amount | | | Holders | Held | Holders | Held | |___________|_________|________________|_________|______________| | | | | | | | LES 3 LES | 2 | $13,405,671 | 0 | $0 | | Escrow | | | | | | Exchange | (100%) | (100%) | (0%) | (0%) | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | LES 4 | 32 | $67,904,711 | 0 | $0 | | Segrega- | | | | | | ted | (100%) | | | | | Exchange | | (100%) | (0%) | (0%) | | Principal | | | | | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | LES 5 | 7 | $9,967,799 | 0 | $0 | | Note | | | | | | Exchange | (100%) | (100%) | (0%) | (0%) | | Collecti- | | | | | | ble | | | | | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | LES 6 LES | 236 | $148,675,687 | 6 | $2,018,936 | | General | | | | | | Unsecured |(97.52%) | (98.66%) | (2.48%) | (1.34%) | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | LES 7 LES | 161 | $168 | 5 | $5 | | Damages | | | | | | Claims |(96.99%) | (97.11%) | (3.01%) | (2.89%) | |___________|_________|________________|_________|______________| | | | | | | | LFG 3 LFG | 120 | $277,400,333 | 3 | $10,052 | | General | | | | | | Unsecured |(97.11%) | (99.996%) |(2.439%) | (0.004%) | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | LFG 4 LFG | 9 | $38,545,705 | 0 | $0 | | Exchange | | | | | | Guarantee | (100%) | (100%) | (0%) | (0%) | | Claims | | | | | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 9 | $350,277 | 0 | $0 | | LCS | | | | | | | (100%) | (100%) | (0%) | (0%) | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 13 | $140,459 | 0 | $0 | | LAC | | | | | | | (100%) | (100%) | (0%) | (0%) | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 3 | $6,517 | 1 | $1 | | Capital | | | | | | Title | (75%) | (75%) | (75%) | (0.02%) | | Group | | | | | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 9 | $390,024 | 2 | $6,244 | | LTC | | | | | | |(91.82%) | (98.42%) |(18.18%) | (1.58%) | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 7 | $143,670 | 0 | $0 | | STC | | | | | | | (100%) | (100%) | (0%) | (0%) | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 2 | $98,290 | 1 | $731 | | STOC | | | | | | |(66.67%) | (99.26%) |(33.33%) | (.74%) | |___________|_________|________________|_________|______________| | | | | | | | SD 3 | 4 | $252,485 | 0 | $0 | | STSD | | | | | | | (100%) | (100%) | (0%) | (0%) | |___________|_________|________________|_________|______________| Epiq tabulated votes gathered from holders of Claims in Classes LES 3, LES 4, LES 5, LES 6, LES 7, LFG 3, LFG 4 and SD 3 as of the November 10, 2009 Voting Deadline. A copy of the detailed accounting of the aggregate tabulation is available for free at: http://bankrupt.com/misc/LandAm_VotingDetails.pdf About 98% to 99% of the holders of general unsecured claims of LFG and LES delivered "yes" votes for the Plan. This percentage includes LES' former 1031 exchange customers, who early on in the Debtors' bankruptcy proceedings asserted several adversary complaints to recoup 1031 funds they placed with LES for safekeeping. Section 1031 of the Internal Revenue Code permits the seller of a property to use the proceeds of a sale to purchase like-kind property without paying capital gains tax on the gains through a deferred like-kind exchange and with the assistance of an intermediary like LES. Ron Page, a Durrette Bradshaw attorney who represents certain 1031 exchange customers, told Richmondbizsense.com that he was surprised that most of the 1031 customers voted for the bankruptcy plan and that "an exchange revolt that was predicted by so many" did not happen. "It's the right thing to do financially, but there was a visceral side to this case. And it hasn't seemed to be represented in this voting," the news source quoted Mr. Page as saying. The tabulation results do not reflect any ballots (i) that failed to conform to the requirements set forth in the voting instructions and procedures contained in the Disclosure Statement Order, (ii) for which the underlying Claim was the subject of an objection filed with the Court on or before October 21, 2009, or (iii) that were superseded by a subsequently filed ballot. A schedule of Non-Conforming Ballots is available for free at http://bankrupt.com/misc/LandAm_NCBallots.pdf Confirmation Objections Overruled, Debtors Amended Plan Nov. 16 Prior to the entry of the Confirmation Order, several parties-in- interest voiced out their opposition against the LandAmerica Chapter 11 Plan, arguing, in general, that the Plan does not comply with the provisions of Section 1129 of the Bankruptcy Code. The Objectors include: 1. The United States Trustee for the District of Virginia, 2. The United States of America, on behalf of the Internal Revenue Service, 3. Chino Spectrum Center LLC, Chino Wings, LLC, NMC Summit, LLC, Tower Summit Colorado, LLC, Westminster Peak L.P., and Westminster Summit, L.P., 4. Henri J. Van Hirtum, in his capacity as attorney-in-fact for the former shareholders of Nations Holding Group, 5. ROHO Investments, Ltd., 6. TCAM Core Property Fund, LP, 7. John Chiang, Controller of the State Of California, 8. The Texas Department of Insurance, 9. Kyounge Kim, 10. Frank J. Martone, 11. Louis J. De Maio, 12. Vincent E. Rhynes, 13. Rosanna Passantino, 14. CP Oxford Gardens, LLC, 15. Joseph J. Germinaro and Gabriella P. Germinaro, and 16. Nelda Wells Spears, Travis County Tax Assessor-Collector on behalf of Travis County, City of Austin, Austin Independent School District, Austin Community College, and Travis County Hospital District. W. Clarkson McDow, Jr., the United States Trustee for the Eastern District of Virginia, has been very vocal in saying that the Plan does not comply with the provisions of Section 1129(a)(1) and failed in three ways: (i) By releasing direct, independent causes of action and claims against prepetition officers or directors of the Debtors to the extent that prosecution of the suit, action, investigation or other proceeding may deplete any insurance policy owned or purchased by one or more of the Debtors; (ii) By exculpating nearly all the people associated with the cases from any negligence they may have committed during the Chapter 11 cases themselves; and (iii) By treating certain creditors in the same class differently depending on whether or not they vote in favor of the Plan. The U.S. Trustee further contended that the Court should not grant an injunction through the confirmation process that affects third party rights to property that has not yet been determined to be property of the estate. The U.S. Trustee also objected to Plan provisions that release, enjoin and exculpate various parties, including officers, directors, employees, agents, attorneys, and many others, as those provisions do not comply with applicable provisions of the Bankruptcy Code. For its part, the United States of America, on behalf of the Internal Revenue Service, objected to Plan's imposition of an administrative bar date with respect to potential administrative tax claims. The Government opposed any restriction on the payment of administrative tax liabilities which should be paid in the ordinary course of business. The Government also objected to the provision for the payment of priority tax claims to the extent the provision fails to clearly provide for full payment of the Priority Tax Claim in regular installments as required by Section 1129(a)(9)(C) of the Bankruptcy Code. In addition, IRS related that the total claims that must be provided for in the Plan cannot be determined yet because the bar dates with respect to later-filed debtors like LandAmerica OneStop, Inc., have not run. On the other hand, Henri J. Van Hirtum, in his capacity as attorney-in-fact for the former shareholders of Nations Holding Group, asserted that the Court must deny confirmation of the Plan in its current form. Mr. Hirtum is the duly authorized and exclusive representative of the former shareholders of Nations Holding Group who sold their stock to Capital Title Group Inc. pursuant to a Merger Agreement dated June 2002. In the alternative, Mr. Van Hirtum insisted that (i) as a condition to the Court confirming the Plan, the Plan be amended to specifically provide that the Plan Injunction does not enjoin the Shareholders' Attorney-in-Fact from making any claims under an Escrow Agreement entered into by and between Capital Title Group, Inc. and the Shareholders in relation to the Merger Agreement, or that (ii) any order confirming the Plan specifically provide that the Plan Injunction does not enjoin the Shareholders' Attorney- in-Fact from making any claims under the Escrow Agreement. The Texas Department of Insurance said the Plan improperly attempts to limit the Debtors' post-confirmation liability for prepetition claims, which is prohibited by Section 1141(d)(3) of the Bankruptcy Code. The Department asserted that the Plan contains a sweeping, all-encompassing permanent injunction, which if implemented, would violate Section 1141(d)(3). Chino Spectrum Center LLC, Chino Wings, LLC, NMC Summit, LLC, Tower Summit Colorado, LLC, Westminster Peak L.P., and Westminster Summit, L.P., tell the Court that they do not object to the confirmation of the Plan, but insist that the Plan must be clarified to explain the impact of the confirmation of the Plan on Segregated Exchange Principal Claims. John Chiang, Controller of the State Of California, complained that (1) the Plan permits Intercompany Claims against Capital Title and LandAmerica Title to be allowed without adequate evidence of their bases, character, amount, or priority and without due process or supervision by the Court, and (2) the Plan is being used as a vehicle to distribute funds that non-debtor Nations Holding Group has fraudulently transferred, or may fraudulently transfer in the future, to Capital Title or other Debtors. Also, the Grunstead Family Limited Partnership asserted that the Plan is fatally tainted by two constitutional infirmities: (i) it violates Grunstead's constitutional due process right to be heard through its adversary proceeding, and (ii) it represents an unconstitutional taking of Grunstead's property. RamQuest Software, Inc. does not consent to the release or exculpation of certain infringing parties from acts that constitute copyright infringement of the materials subject to the Agreement entered into by and between LFG and RamQuest. LUBExpress Land Company, Inc., LUBExpress Operating Company, and Lisa L. Dobson, Michael W. Dobson, Barbara W. Dobson and Ralph Dobson, asked the Court to direct the Debtors to clarify the meaning of the term "Deemed Allowed" under Sections 1.195 and 10.6 of the Plan. Upon analysis and upon hearing the arguments of several parties, Judge Heunnekens ruled that any objection or response to the confirmation of the Plan and any reservation of rights that have not been withdrawn, waived or settled are overruled in their entirety and on their merits. All withdrawn objections and responses are withdrawn with prejudice. Under the Confirmation Order, Judge Heunnekens specifically ordered that: (a) The injunctions set forth in the Plan are approved in all respects, provided that Section 14.4(a) of the Plan will not enjoin the Texas Department of Insurance, the Controller of the State of California, or Henri J. Van Hirtum in his capacity as Attorney-In-Fact for the Former Shareholders of NHG from pursuing an action or proceeding with respect to the property of, or a Claim against, a Debtor, but solely to the extent that the Court has entered a Final Order holding that the automatic stay does not apply to the action, or upon cause shown, the automatic stay will be lifted to allow the action to proceed. (b) The exculpation set forth under the Plan is approved in all respects. (c) Section 10.6 of the Plan is approved, provided, that, the Claims listed on Schedules 1.34, 1.35, 1.195 and 1.196 to the Plan are deemed allowed in amounts not less than as set forth on the Schedules, subject to Section 502(d) of the Bankruptcy Code. (d) The Grunstead Family Limited Partnership's objection is resolved pursuant to the terms set forth on the record at the Confirmation Hearing. (e) Each Indemnification Claim will be deemed a Disputed Claim until entry of an order of the Court allowing or disallowing the Claim after, or in connection with, the final adjudication or other final resolution of the Other Litigation against the applicable LFG/LES D&O. (f) A holder of an Administrative Expense Claim must file with the Court a proof of the Administrative Expense Claim within 30 days after the Effective Date. (g) Any Professional Person seeking allowance by the Court of a Fee Claim must file its respective final application for allowance of compensation for services rendered and reimbursement of expenses incurred prior to the Effective Date no later than 40 days after the Effective Date. (h) On the Effective Date the Convertible Senior Debentures and any other agreements, instruments, and other documents evidencing any Claim against, or any Interest in, a Debtor, will be deemed cancelled, discharged and of no force or effect. (i) The Debtors are directed to publish the Confirmation Notice once in the national edition of The New York Times and the daily editions of the Richmond Times-Dispatch, the San Bernardino Sun, and the Orange County Register no later than 20 Business Days after the Effective Date. (j) All executory contracts and unexpired leases not previously assumed or rejected to which a Debtor is a party will be deemed rejected as of the Plan Effective Date. All claims arising from the rejection of the contracts and leases, to the extent not subject to an earlier Bar Date, must be filed with the Court within 30 days after the date of service of the Confirmation Notice. As of the Effective Date, the engagement letter between the Debtors and Jenner & Block LLP will be deemed assigned to the ARS Litigation Sub-Trust. A full-text copy of the Confirmation Order is available for free at http://bankrupt.com/misc/LandAm_ConfirmationOrd.pdf Amended Plan Dated Nov. 16 Just before the Confirmation Hearing was commenced, the Debtors submitted to the Court, on November 16, 2009, an Amended Joint Chapter 11 Plan. The Amended Plan provides for these minor revisions: (a) The LFG Trust Committee will now only consist of two members, instead of three, to be selected by the Official Committee of Unsecured Creditors of LandAmerica Financial Group, Inc. and to be identified in the LFG Trust Agreement or other filing with the Bankruptcy Court; (b) The LES Trustee will file a notice with the Bankruptcy Court and provide 45 days notice by publication and by mail to parties listed under Section 11.2(a) of the Plan of the time by which those parties must submit a Damages Claim Form; and (c) Objections to Fee Claims, if any, must be filed and served pursuant to the procedures set forth in the Confirmation Order no later than 60 days after the Effective Date or other date as established by the Bankruptcy Court. The Plan previously provided for a 75-day notice period, instead of 60 days. Clean and blacklined copies of the Nov. 16 Amended Plan are available for free at: http://bankrupt.com/misc/LandAm_AmendedPlan1116.pdf http://bankrupt.com/misc/LandAm_BlackAmendedPlan1116.pdf Prior to the submission of the Amended Plan, the Debtors also filed with the Court exhibits to the Plan on November 5, 2009. The Plan Supplements include certain documents relating to the Plan to be executed, delivered, assumed or performed in connection with the consummation of the Plan on the Effective Date. They consist of copies, lists, drafts or information on: (1) A Description of 2008 E&O Policy, (2) Potential Respondents to the ARS Litigation, (3) Asset Sale Escrow Account Information, (4) Auction Rate Securities, (5) Commingled Exchange Principal Claims, (6) Commingled Guarantee Claims, (7) List of the Debtors, (8) Escrow Exchange Agreements, (9) Note Exchange Claims, (10) LFG Equity Partnership Interests, (11) Segregated Exchange Agreements, (12) Segregated Exchange Principal Claims, (13) Segregated Guarantee Claims, (14) Tolling Parties, (15) Intercompany Claims, (16) Second Amended & Restated Articles of Incorporation of LFG, (17) Third Amended and Restated Bylaws of LFG, (18) Articles of Restatement of LFG, (19) Articles of Dissolution of LFG, (20) LandAmerica Trustees' Cooperation Agreement; (21) LFG Liquidation Trust Agreement; (22) LES Liquidation Trust Agreement, (23) SD Liquidation Trust Agreement, (24) Inter-Trust Agreement, and (25) Form of Tolling Agreement. Copies of the Plan Documents are available for free at http://bankrupt.com/misc/LandAm_PlanExs1116.pdf The Debtors also delivered to the Court on November 11, 2009, a schedule of contracts to be assumed under the Plan, a list of which is available for free at: http://bankrupt.com/misc/LandAm_Plan_AssumedContracts.pdf In support of the Plan, the Debtors and the Official Committees of Unsecured Creditors of LFG and LES filed their own memoranda of law. The Debtors maintained that due to the efforts of all involved, the Plan embodies a consensual resolution to complex legal and factual issues. The Creditors Committees averred that the Plan is a product of intense and complex negotiations among the Debtors, the Creditors' Committees and other parties-in- interest and satisfies all of the confirmation requirements under Section 1129 of the Bankruptcy Code. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LANDAMERICA FIN'L: OneStop in Chapter 11 to Complete Wind-Down -------------------------------------------------------------- LandAmerica OneStop, Inc., is one of a wholly owned subsidiary of LandAmerica Financial Group, Inc., and was part of LFG's lender services business segment. OneStop filed for a voluntary Chapter 11 petition on November 4, 2009, to complete the wind-down of its operations and provide for a fair and equitable distribution of its estate to its stakeholders. As of the Petition Date, OneStop had approximately $18.5 million in cash. Before filing for bankruptcy, OneStop was comprised of five business units: Origination Services, Flood Services, Tax Services, Default Services and MSTD or BackInTheBlack(R). OneStop offered the national and regional mortgage lending community a full range of integrated residential real estate services and the ability to manage the delivery of those services through a centralized source. OneStop provided mortgage originators and mortgage servicers with a single, convenient point of contact through which they were able to place all of their orders for real estate-related services. However, OneStop's business was significantly and negatively affected by LFG's Chapter 11 proceedings; the sale of Commonwealth Land Title Insurance Company, Lawyers Title Insurance Corporation, United Capital Title Insurance Company, and their respective subsidiaries; and the general deterioration of the real estate market. Against this backdrop, OneStop sold substantially all of the assets of its Tax and Flood Services division to T&F Acquisition Group, LLC, for $6 million. Subsequently, by October 13, 2009, OneStop sold substantially all of the assets of its Default Services, Origination Services and MSTD divisions to UTLS DFS, LLC, OriginationsCo Acquisition LLC, and UTLS BITB, LLC, for $2.8 million. The LFG Creditors Committee consented to the sale transaction. The "sub-prime crisis" was particularly damaging to OneStop because a substantial number of OneStop's customers were subprime brokers or lenders. In light of these events and continued operating losses, OneStop decided it best to pursue a sale of its business and pursuant to two asset purchase agreements that were entered into in September and October 2009, OneStop sold substantially all of its assets. In addition, OneStop is a defendant in an action captioned Beau Street Associates v. CTG Real Estate Information Services, Inc., Case No. 2009-1074, Pa. Ct. Com. Pl. (Wash. County 2009). In the Beau Street Case, plaintiffs Beau Street Associates, Inc. and JBP Holdings LLC filed a complaint against OneStop and two of its affiliates, CTG Real Estate Information Services and Capital Title Group, Inc., seeking injunctive relief and asserting causes of action for civil conspiracy, breach of contract and fraudulent concealment with respect to two office leases in Washington County, Pennsylvania. The Beau Street Lease and the Millcraft Lease were entered into by CTG REIS, a former subsidiary of CTG that was dissolved in December 2007. As of the Petition Date, the Beau Street Defendants have made a settlement offer to the plaintiffs in the Beau Street Case. If a settlement can be reached in the Beau Street Case, OneStop may seek to settle the matter pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure as part of its Chapter 11 case. About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LANDAMERICA FIN'L: OneStop Files Disclosure Statement ----------------------------------------------------- LandAmerica OneStop, Inc., delivered to the Court on November 12, 2009, its own disclosure statement for use in soliciting votes from its creditors. The OneStop Disclosure Statement includes certain information and analyses, which are particular to OneStop and otherwise incorporates the Original Disclosure Statement by reference. A full-text copy of the OneStop Disclosure Statement is available for free at http://bankrupt.com/misc/OneStop_DS.pdf OneStop relates that as the Court has already approved the Original Disclosure Statement, its Disclosure Statement includes, among others, new materials that relate to its background, history and certain treatment of claims. Classification & Treatment of Claims The OneStop Disclosure Statement provides for estimated claim recoveries for each of these designated classes of claims: Est. Amount Estimated Class Designation of Claims/Int. Recovery(%) ----- ----------- -------------- ----------- Class SD 1 Subsidiary Priority $0 N/A Non-Tax Claims Class SD 2 Subsidiary Secured $0 N/A Claims Class SD 3 Subsidiary General $100,184 20.1% Unsecured Claims Class SD 4 Subsidiary Equity N/A 0.0% Interest The OneStop Disclosure Statement also specifies treatment of the Classes SD 1 to 4 Claims: Class Treatment ----- --------- Class SD 1 Unimpaired Status. Subsidiary Priority Each holder of an Allowed Priority Non-Tax Claims Non-Tax Claim will receive Cash from the SD Trust in an amount equal to the Claim. Class SD 2 Unimpaired Status. Subsidiary Secured Claim Each holder of an Allowed Secured Claim will receive, at the election of OneStop: (i) Cash in an amount equal to the Allowed Claim; or (ii) other treatment that will render the Secured Claim unimpaired pursuant to Section 1124 of the Bankruptcy Code. Class SD 3 Each holder of an Allowed Class SD Subsidiary General 3 Claim will receive the holder's Unsecured Claims Pro Rata Share of OneStop's SD Net Proceeds, until the holder's Allowed Subsidiary General Unsecured Claim is satisfied in full. Class SD 4 The Interests in OneStop will be Subsidiary Equity cancelled, and each holder of Interests Allowed Class SD 4 Interests will receive the holder's Pro Rata Share of OneStop's SD Net Proceeds, if any, after the satisfaction of all applicable Allowed SD General Unsecured Claims. OneStop Liquidation Analysis OneStop also prepared a Liquidation Analysis, which assumes that OneStop's case would convert to a case under Chapter 7 of the Bankruptcy Code as of November 30, 2009, and be concluded six months thereafter. As a Chapter 7 liquidation is more likely to resemble a forced sale, it is assumed the amount of sale proceeds in a Chapter 7 liquidation would result in a 10% discount as compared to the Plan. OneStop notes that there is no circumstance where any creditor's recovery under a Chapter 7 liquidation, as projected pursuant to the assumptions underlying the OneStop Liquidation Analysis, exceeds the creditor's recovery under the Chapter 11 Plan and therefore, the Plan meets the Best Interest Test. A full-text copy of the Liquidation Analysis is available for free at http://bankrupt.com/misc/OneStop_LiquidationAnalysis.pdf Plan Schedule By this motion, LandAmerica OneStop, Inc., asks the Court to approve the Disclosure Statement it filed as containing "adequate information" within the meaning of Section 1125 of the Bankruptcy Code to be used for the solicitation of votes on the Chapter 11 Plan proposed by the Debtors from holders of claims against OneStop. OneStop also asks the Court to: (a) fix a voting record date for purposes of determining which holders of Claims against OneStop are entitled to vote on the Plan; (b) approve solicitation materials and procedures for distribution of the OneStop Disclosure Statement and the Plan to OneStop Creditors; (c) establish procedures for voting on the Plan; (d) schedule a hearing on confirmation of the Plan as to OneStop; and (e) establish objection and notice procedures in respect of confirmation of the Plan. OneStop propose these dates with respect to the solicitation of votes from OneStop creditors: December 17, 2009 - Voting Record Date December 28, 2009 - Commencement of Solicitation January 8, 2010 - Last Day for Debtor to Object to Claim for Voting Purposes January 19, 2010 - Last Day to File a Claimant Voting Motion January 29, 2010 - OneStop Voting Deadline January 29, 2010 - OneStop Confirmation Objection Deadline February 9, 2010 - OneStop Confirmation Hearing About LandAmerica Financial LandAmerica Financial Group, Inc., provides real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica and its affiliates operate through approximately 700 offices and a network of more than 10,000 active agents throughout the world, including Mexico, Canada, the Caribbean, Latin America, Europe, and Asia. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services, Inc. filed for Chapter 11 protection Nov. 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994). Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co- counsel. Zolfo Cooper is the restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran, PLC, serve as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan serve as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG listed total assets of $3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30, 2008. On March 6, 2009, affiliate LandAmerica Assessment Corporation, aka National Assessment Corporation, filed its own petition for Chapter 11 relief. Affiliate LandAmerica Title Company filed for for Chapter 11 relief on March 27, 2009. LandAmerica Credit Services, Inc., filed for Chapter 11 in July 2009. Bankruptcy Creditors' Service, Inc., publishes LandAmerica Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by LandAmerica Financial and its affiliate LandAmerica 1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Crown Bank Has Go Signal to Pursue Suit -------------------------------------------------------- Sandy J. Masselli, Jr., executed and delivered a Balloon Note totaling $2,500,000 to Crown Bank formerly known as Crown Bank FSB to purchase certain residential real property commonly known as 17 Sailors Way, Middletown, in New Jersey. Mr. Masselli and his wife, Charlene Masselli, executed and delivered to Crown a purchase money Mortgage totaling $2,500,000 on the Property. The Massellis defaulted under the terms of the Note and Mortgage. Crown instituted a mortgage foreclosure action against the Massellis in the Superior Court of New Jersey, Chancery Division, General Equity Part, Monmouth County captioned Crown Bank, FSB v. Sandy J. Masselli, et al., Docket No. F-37205-08. A review of the title search obtained in connection with the New Jersey Foreclosure Action revealed that Shearson Lehman Brothers, Inc., holds a judgment against Mr. Masselli totaling $338,487.72, which judgment was entered on February 18, 1994, as Judgment No. MD-000083-1994. Crown named Shearson Lehman Brothers, Inc. as a defendant in the New Jersey Foreclosure Action to foreclose its interest, if any, in the Property. It has come to Crown's attention that Lehman Brothers Inc. is successor in interest to Shearson Lehman Brothers, Inc. Crown requires relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code to proceed with the New Jersey Foreclosure Action. Accordingly, the parties entered into a Court-approved stipulation wherein they have agreed to modify the automatic stay only to the extent to permit Crown to proceed with the New Jersey Foreclosure Action, including but not limited to service of the Complaint filed in the New Jersey Foreclosure Action, and proceeding to obtain Final Judgment of Foreclosure and conducting a Sheriff's Sale of the Property. 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 US$639 billion in assets and US$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: HK Liquidators Bring US$11.7 Bil. Claim -------------------------------------------------------- KPMG's Paul Brough, Edward Middleton and Patrick Cowley, the Liquidators of the eight Hong Kong Lehman entities, have filed 268 claims due to Lehman Brothers Holdings Inc, (LBHI) the Group's ultimate parent company and 19 US debtors, in respect of amounts owed to the Hong Kong entities. This includes "catch all" claims against LBHI and the 19 US Debtors, in order to be able to pursue claims where the quantum is uncertain and/or any case where LBHI and the 19 US debtors may have provided further guarantees, and/or in the event of new evidence supporting a claim that the Liquidators were not previously aware of. The claims have been filed in accordance with an agreed bar date of November 2, 2009, which was approved by the US bankruptcy Court on August 25, 2009. Of these claims some have not been quantified to date, including but not limited to derivatives trades and damage related claims. For claims that are quantifiable, the amount totals US$11.7 billion and mainly includes failed trade and inter-company non-trading claims. The Liquidators will continue to adjust the quantum of claims as inter-company reconciliations work advances and other investigations are completed. 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 US$639 billion in assets and US$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: LBI Trustee Has Pact With Large Cap Fund --------------------------------------------------------- The trustee for the liquidation of Lehman Brothers Inc. and Fifth Third Structured Large Cap Plus Fund filed a stipulation of undisputed facts. As of September 19, 2008, the Fund held approximately 88 short positions with LBI. The then-current market value of those Short Positions was $39,893,123. On March 12, 2009, the Fund and the Trustee entered into a Limited Settlement Agreement, whereby the Parties escrowed the difference between the value of the securities on September 19, 2008 and the value of the securities on March 11, 2009. Pursuant to the Limited Settlement Agreement: (a) the Fund had posted collateral valued at $72,788,163 as of March 11, 2009, in the Special Custody Account; (b) the Short Positions as of March 11, 2009, had a value of $21,714,021; (c) the Trustee believed that the Short Positions should be closed-out at prices reflecting the value of the Short Positions on September 19, 2008, while the Fund believed that the Short Positions should be closed-out at market prices as of March 11, 2009; (d) as of March 11, 2009, the difference between the respective market values at which the Parties believed the Short Positions should be closed out was $18,179,102; (e) the Parties agreed to provide joint instructions to State Street Bank and Trust Company to transfer cash equivalent to the market value of the Short Positions as of March 11, 2009, $21,714,021, from the Special Custody Account to the SIPC Trustee; (f) the Parties further agreed to provide joint instructions to State Street Bank to transfer cash equivalent to the Disputed Amount, $18,179,102, from the Special Custody Account to an escrow account; and (g) the Parties agreed that, upon the payments of $21,714,021 and $18,179,102, the Parties would provide joint instructions to State Street Bank to release all remaining assets in the Special Custody Account to the Fund. By Notice dated June 23, 2009, the Trustee informed the Fund of his determination that the claim was (1) allowed and satisfied as to the value of the cash and securities reflected in the Fund's account as of September 19, 2008, the calculation of which reflected the close out of the short positions as of September 19, 2008; and (2) denied as to the Disputed Amount. On July 21, 2009, the Fund filed an objection to the Trustee's determination of claim and demanded delivery to the Fund of the Disputed Amount. Court Enters Briefing Schedule The Court sets this briefing schedule for the Trustee's Motion to Uphold Determination of Claim: December 1, 2009: The Trustee will file his Motion to Uphold Determination of Claim with respect to the Fund and the Securities Investor Protection Corporation will file its Memorandum in Support of the Motion; January 6, 2010: The Fund will file its Response in Objection to the Motion and SIPC's support; January 20, 2010: The Trustee and SIPC will each file a Reply in Further Support of the Motion. 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 US$639 billion in assets and US$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 Brings Swap Dispute to District Court ---------------------------------------------------------------- Metavante Corporation filed a statement in the U.S. District Court for the Southern District of New York, raising a number of issues in connection with the appeal it brought earlier to the District Court. In their statement, Metavante asked the District Court to determine whether or not the U.S. Bankruptcy Court for the Southern District of New York erred in treating the interest rate swap agreement between the company and Lehman Brothers Special Financing Inc.; to determine whether or not the Bankruptcy Court erred when it directed Metavante to fulfill its obligations under the agreement, among other things. Metavante made the appeal after the Bankruptcy Court, which handles the Chapter 11 cases of LBSF and its affiliated debtors, denied the company's motion to amend its September 17 ruling which directed the company to honor the swap agreement. The Bankruptcy Court issued the September 17 order after Metavante allegedly refused to make payments to LBSF although LBSF has not yet assumed or rejected their swap 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 US$639 billion in assets and US$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: Told It Can Tap $15M Excess D&O Policy ------------------------------------------------------- With expenses in ongoing litigation against the investment company's directors and officers approaching the $20 million mark, a judge has allowed Lehman Brothers Holdings Inc. to tap excess liability insurance coverage from the Chubb Group of Insurance Cos. to pay for the mounting legal bills, according to Law360. 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 US$639 billion in assets and US$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) LEXINGTON PRECISION: U.S. Trustee Amends 7-Member Creditors Panel ----------------------------------------------------------------- Diana G. Adams, U.S. Trustee for Region 2, amended the members of the official committee of unsecured creditors in the Chapter 11 cases of Lexington Precision Corp. and Lexington Rubber Group Inc. The Amended Unsecured Creditors Committee consists of: 1. Wilmington Trust Company Attn: James J. McGinley 1100 North Market Street Wilmington, DE 19890 Tel: (212) 415-0522 2. Jefferies High Yield Trading Attn: Robert J. Welch The Metro Center One Station Place, Three North Stamford, CT 06902 Tel: (203) 708-5800 3. Wilfrid Aubrey, LLC Attn: Nicholas Walsh 100 William Street, Suite 1850 New York, NY 10038 Tel: (212) 675-4906 4. Valhalla Capital Partners, LLC Attn: Ramond P. Mercherle 2527 Nelson Miller Pkwy., Suite 207 Louisville, KY 40223 Tel: (502) 301-8400 ext. 14 5. Momentive Performance Materials, Inc. Attn: Janelle Wendorf c/o Janette Wendorf 260 Hudson River Road Waterford, NY 12188 Tel: (518) 233-5608 6. Environmental Products & Services of Vermont, Inc. Attn: Michael J. Lawler 532 State Fair Blvd. Syracuse, NY 13204 Tel: (315) 451-6666 ext. 213 7. Sandler Capital Management Attn: Douglas E. Schimmel 711 5th Ave New York, NY 10122 Tel: (212) 754-8100 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also Attnempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes reorganization of the Debtor is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. About Lexington Precision Headquartered in New York, Lexington Precision Corp. -- http://www.lexingtonprecision.com/-- and its wholly-owned subsidiary Lexington Rubber Group, Inc. conduct their operations through two operating groups, the Rubber Group and the Metals Group. The business of the Rubber Group is conducted by LRGI while the business of the Metals Group is conducted by LPC. The Rubber Group is a manufacturer of tight-tolerance, molder rubber componets that are sold to customers who supply the automotive aftermarket, to customers who supply the automotive original-equipment manufacturers ("OEMs"), and to manufacturers of medical devices. The Metals Group manufactures a variety of high- volume components that are machined from aluminum, brass, steel, and stainless steel bars and blanks. The components produced by the Metals Group include airbag inflator components, solenoids for transmissions, fluid handling couplings, hydraulic valve blocks, power steering components, and wiper-system components, primarily for use by the automotive OEMs. 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. Before this third amended plan, it was amended twice, on August 8, 2008, and then on December 17, 2008. LIFE SCIENCES: Consummates Going Private Transaction with Lion -------------------------------------------------------------- Life Sciences Research, Inc., said, at a special meeting of its stockholders held Monday, its stockholders voted to approve the merger of Lion Merger Corp. with and into LSR pursuant to the Agreement and Plan of Merger, dated as of July 8, 2009, among LSR, Lion Holdings, Inc., and Lion Merger Corp., as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 20, 2009, among LSR, Lion Holdings, Inc., and Lion Merger Corp. The Merger became effective on November 24, 2009, upon the acceptance for record by the State Department of Assessments and Taxation of Maryland of the Articles of Merger. At the effective time of the Merger, the separate corporate existence of Merger Sub ceased, and the Company continued as the surviving corporation of the Merger and became a wholly owned subsidiary of Parent. At the Effective Time, (a) each share of the voting common stock, $0.01 par value per share, of the Company (other than shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and the Company, and in each case not held on behalf of third parties) was converted into the right to receive $8.50 per share in cash, without interest, less any applicable withholding taxes, (b) each option to purchase shares of Common Stock outstanding under the Company's 2001 Equity Incentive Plan and 2004 Long Term Incentive Plan became fully exercisable and vested, was cancelled and was converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes) equal to (i) the excess, if any, of $8.50 over the per share exercise price of the option, multiplied by (ii) the total number of shares subject to the option immediately prior to the Effective Time, (c) each outstanding share of restricted stock granted under the Stock Plans became fully vested, was cancelled and was converted into the right to receive $8.50 in cash, without interest, less any applicable withholding taxes, and (d) each outstanding warrant to purchase shares of Common Stock was cancelled and converted into the right to receive a cash amount (without interest and net of any applicable withholding taxes) equal to (i) the excess, if any, of $8.50 over the per share exercise price under such warrant, multiplied by (ii) the total number of shares subject to such warrant immediately prior to the Effective Time. As a result of the Merger, the Common Stock will cease to trade on NYSE Arca effective as of the close of business on November 24, 2009, and became eligible for delisting from such market and termination of registration under the Securities Exchange Act of 1934, as amended. Accordingly, the Company will file a Certification and Notice of Termination of Registration on Form 15 with the SEC to deregister its Common Stock under the Exchange Act. Also on November 24, the Company filed Post-Effective Amendment No. 1 relating to the Registration Statement on Form S-8 (File No. 333-139199) the Company filed with the Securities and Exchange Commission on December 8, 2006, with respect to a total of 933,226 shares of the Company's voting common stock, par value $0.01 per share, issued or reserved for issuance to employees, directors and independent contractors of the Company pursuant to the Life Sciences Research, Inc. 2001 Equity Incentive Plan. The Post- Effective Amendment No. 1 was filed to remove from registration all securities that were registered but that remain unsold under the Registration Statement. The Company also filed Post-Effective Amendment No. 1 relating to the Registration Statement on Form S-8 (File No. 333-110925) filed on December 4, 2003 with respect to a total of 2,200,000 shares of the Company's voting common stock, par value $0.01 per share, reserved for issuance to employees, directors and independent contractors of the Company pursuant to the Life Sciences Research, Inc. 2001 Equity Incentive Plan. The Post-Effective Amendment No. 1 was filed to remove from registration all securities that were registered but that remain unsold under the Registration Statement. About Life Sciences Research Based in East Millstone, New Jersey, Life Sciences Research, Inc. (NYSE Arca: LSR) is a global contract research organization providing product development services to the pharmaceutical, agrochemical and biotechnology industries. LSR operates research facilities in the United States (the Princeton Research Center, New Jersey) and the United Kingdom (Huntingdon and Eye, England). MAJESTIC STAR: Receives Approval of First Day Motions ----------------------------------------------------- The Majestic Star Casino, LLC, said November 25 it has made significant progress in its Chapter 11 restructuring, including receiving Court approval to continue to pay employees' compensation and benefits without interruption and to utilize its cash to meet its ongoing obligations during the Chapter 11 process. The Court also authorized the Company to continue its various customer reward programs and promotional events without any change. "We accomplished a great deal in the first few days of our Chapter 11 restructuring," said Don H. Barden, the Company's Chairman, President and Chief Executive Officer. "We are pleased with the Court's prompt approval of our first day motions, which, taken together, will enable the company to continue to operate without interruption and meet our ongoing obligations. Moreover, these accomplishments will allow us to remain focused on providing the same superior gaming experience and level of hospitality to our customers that we always have. Customers can be assured there will be no impact on their earned rewards or changes to our planned promotions and other events." "We are extremely grateful for the support we've received in the past few days from our customers, our suppliers and especially our employees," said Mr. Barden. "We have received a positive and understanding response to our decision to restructure under Chapter 11, and it is clear that there are a lot of people who are willing to do what it takes to make sure we come through this process a stronger company with a healthier balance sheet." About The Majestic Star Casino The Majestic Star Casino, LLC -- http://www.majesticstar.com/-- is a multi-jurisdictional gaming company that directly owns and operates two adjacent dockside gaming facilities and hotels located in Gary, Indiana (Majestic Star and Majestic Star II); a Fitzgeralds brand casino and hotel located in Tunica, Mississippi (Fitzgeralds Casino Hotel-Tunica); and a Fitzgeralds brand casino located in Black Hawk, Colorado (Fitzgeralds Casino-Black Hawk). The Majestic Star Casino, LLC, together with seven affiliates, filed for Chapter 11 on November 23, 2009 (Bankr. D. Del. Case No. 09-14136). Judge Kevin Gross presides over the case. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as Delaware counsel to the Debtors. Attorneys at Kirkland & Ellis LLP serve as bankruptcy counsel. XRoads Solutions Group, LLC is financial advisor. EPIQ bankruptcy Solutions LLC serves as claims and notice agent. 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. MAJESTIC STAR: Moody's Withdraws HoldCo's "D" PDR ------------------------------------------------- Moody's Investors Service has withdrawn the ratings of Majestic HoldCo, LLC, because the issuer has filed for bankruptcy. These ratings were withdrawn: Majestic HoldCo, LLC: -- Probability of Default Rating of D -- Corporate Family Rating of Ca -- $64 million Discount Notes due 2011 of C (LGD 6, 94%) -- Speculative Grade Liquidity rating of SGL-4 The Majestic Star Casino, LLC: -- $300 million 9.5% senior secured notes due 2010 of Caa3 (LGD 3, 34%) -- $200 million 9.75% senior unsecured notes due 2011 of C (LGD 5, 79%) Moody's previous rating action related to Majestic occurred on November 16, 2009 when the company's Probability of Default Rating was lowered to D. The Majestic Star Casino, LLC, directly and indirectly owns and operates riverboat casinos in Gary, Indiana; Tunica, Mississippi; and Black Hawk, Colorado. Majestic HoldCo, LLC owns 100% of The Majestic Star Casino, LLC. MAJESTIC STAR: Updated Case Summary & 20 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: The Majestic Star Casino, LLC aka Majestic Star Casino aka Majestic Star 301 Fremont Street, 12 Floor Las Vegas, NV 89101 Bankruptcy Case No.: 09-14136 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- The Majestic Star Casino II, Inc. 09-14135 The Majestic Star Casino Capital Corp. 09-14137 Majestic Star Casino Capital Corp. II 09-14141 Barden Mississippi Gaming, LLC 09-14139 Barden Colorado Gaming, LLC 09-14140 Majestic Holdco, LLC 09-14142 Majestic Star Holdco, Inc. 09-14143 Chapter 11 Petition Date: November 23, 2009 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Kevin Gross About the Business: 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. Debtors' Counsel: James E. O'Neill, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: jo'neill@pszyj.com Laura Davis Jones, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com Timothy P. Cairns, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market St., 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: tcairns@pszjlaw.com Debtors' Bankruptcy Counsel: Kirkland & Ellis LLP Debtors' Financial Advisors: Xroads Solutions Group, LLC Debtors' Claims and Notice Agent: EPIQ bankruptcy Solutions LLC Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $500,000,001 to $1,000,000,000 A consolidated list of the Debtors' 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/deb09-14136.pdf Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lehman Brothers, Senior Notes $46,329,000 Inc. Reorg Due 1/2011 70 Hudson Jersey City, NJ 07302 Goldman Sachs & Co Discount Notes $38,450,000 30 Hudson Street, Proxy Due 10/2011 Department Jersey City, NJ 07302 The Bank of New York Senior Notes $34,113,000 Mellon Due 1/2011 525 William Penn Place Pittsburgh, PA 15259 SSB&T/Client Custody Senior Notes $27,310,000 Services Due 1/2011 1776 Heritage Drive North Quincy, MA 02171 Goldman Sachs Bank USA Senior Notes $25,119,000 One New York Plaza Due 1/2011 45th Floor New York, NY 10004 Pershing, LLC Securities Senior Notes $23,392,000 Corporation Due 1/2011 1 Pershing Plaza Jersey City, NJ 07399 SSB&T/Client Custody Discount Notes $17,895,000 Services Due 10/2011 1776 Heritage Drive North Quincy, MA 02171 J.P. Morgan Clearing Corp. Senior Notes $16,740,000 One Metrotech Center North Due 1/2011 4th Floor Brooklyn, NY 11201 Banc of America Securities, Senior Notes $12,089,000 LLC Due 1/2011 100 W 33rd Street 3rd Floor New York, NY 10001 City of Gary, Indiana City Incentive/ $7,449,897 City of Gary Finance Development Department 401 Broadway, Suite 100 Gary, IN 46402 Wells Fargo Bank, NA Senior Notes $5,000,000 733 Marquette Avenue Due 1/2011 5th Floor Minneapolis, MN 55479 The Bank of New York Discount Notes $3,550,000 Mellon Due 10/2011 525 William Penn Place Pittsburgh, PA 15259 Ridge Clearing & Discount Notes $3,550,000 Outsourcing Solutions Due 10/2011 55 Water St., 32nd Floor New York, NY 10041 Deutsche Bank Securities Senior Notes $1,600,000 Inc. Due 1/2011 1251 Avenue of The Americas New York, NY 10020 Stifel, Nicolaus & Company Senior Notes $1,300,000 Inc. Due 1/2011 Stock Record Dept 501 N. Broadway 7th Floor St. Louis, MO 63102 Citibank, N.A. Senior Notes $1,170,000 3800 Citibank Center, Due 1/2011 B3-12 Tampa, FL 33610 First Clearing, LLC Senior Notes $1,211,000 One North Jefferson St. Due 1/2011 St. Louis, MO 63103 Citigroup Global Markets Senior Notes $884,000 Inc. Due 1/2011 111 Wall Street New York, NY 10005 Bank of America/Lasalle Senior Notes $600,000 Bank NA, DTC Due 1/2011 135 South Lasalle Street Suite 1860 Chicago, IL 60603 National Financial Senior Notes $574,000 Services LLC Due 1/2011 200 Liberty Street New York, NY 10281 The petition was signed by Jon S. Bennett, senior vice president, MEDICAL CONNECTIONS: Reports $1.9-Mil. Net Loss for Q3 2009 ----------------------------------------------------------- Medical Connections Holdings, Inc., reported a net loss of $1,924,987 for the three months ended September 30, 2009, from a net loss of $2,006,885 for the same period a year ago. The Company posted a net loss of $5,141,818 for the nine months ended September 30, 2009, from a net loss of $5,611,189 for the same period a year ago. Revenue for the three months ended September 30, 2009, was $1,552,899 from $1,855,671 for the same period a year ago. Revenue for the nine months ended September 30, 2009, was $4,637,862 for the same period a year ago. At September 30, 2009, the Company had total assets of $2,233,034 against total liabilities of $270,422. At September 30, 2009, the Company had accumulated deficit of $30,974,170. The Company noted it has sustained operating losses and its revenue stream is not sufficient to fund expenses at this time. The Company has issued stock to continue to fund operations. The Company's continued existence is dependent upon its ability to generate sufficient cash flows from equity financing and product revenues. These items raise substantial doubt about the Company's ability to continue as a going concern, the Company said. In view of these matters, realization of the Company's assets is dependent upon the Company's ability to meet its financial requirements and the success of future operations, the Company added. 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?4a57 Amendment to Employment Deals On November 12, 2009, the Company entered into amended and restated employment agreements with Joseph Azzata, its Chief Executive Officer, and Anthony Nicolosi, its President. The Company also entered into a new employment agreement with Brian Neill, its Chief Financial Officer. Mr. Azzata and Mr. Nicolosi's restated employment agreements were amended to (i) extend the terms of their employment agreements from two years to three years , (ii) increase their base compensation from $300,000 to $350,000 per year, (iii) provide for an annual stock award of at least 1 million shares of the Company's common stock, (iv) amend the change of control provisions to provide that if Mr. Azzata or Mr. Nicolosi is terminated for any reason other than for cause, death or disability, each will receive one year's salary or the balance of payments due under his employment agreement, whichever is greater and (iv) made certain other changes so the employment agreements conform with Section 409 of the Internal Revenue Code. On November 12, 2009, the Board approved the grant of bonus payments to Mr. Azzata and Mr. Nicolosi for exceptional services rendered in the first nine months of 2009 and to ensure continuity of management at the Company during its new growth initiatives. These services rendered by Mr. Azzata and Mr. Nicolosi included, but are not limited to identifying several acquisition opportunities for the Company and identifying cost cutting measures. The Board authorized the Company to make these bonus payments by issuing 230,000 shares of the Company's Series C Preferred Stock to each of Mr. Azzata and Mr. Nicolosi. In a Schedule 13D filing last week, Mr. Azzata disclosed 3,289,500 shares of the Company's common stock; 500,000 shares of the Company's Series B preferred stock; and 230,000 shares of the Company's Series C preferred stock. Mr. Azzata said he has 29.48% of the Company's voting securities. A full-text copy of Mr. Azzata's Schedule 13D filing is available at no charge at http://ResearchArchives.com/t/s?4a58 In a Schedule 13D filing last week, Mr. Nicolosi disclosed 3,289,500 shares of the Company's common stock; 500,000 shares of the Company's Series B preferred stock; and 230,000 shares of the Company's Series C preferred stock. Mr. Nicolosi said he has 29.48% of the Company's voting securities. A full-text copy of Mr. Nicolosi's Schedule 13D filing is available at no charge at http://ResearchArchives.com/t/s?4a59 On November 12, 2009, the Company entered into an employment agreement with Brian Neill to serve as its Chief Financial Officer. Mr. Neill's employment agreement is for a term of three years and his annual salary is $250,000. Mr. Neill is eligible to receive an annual stock award of at least 1 million shares of the Company's common stock each year and is entitled to participate in any bonus plan, incentive compensation program, incentive stock option plan or other benefits which are available to other similar situated executives of the Company. Mr. Neill is also entitled to receive an annual discretionary bonus equal to 33% of his base salary, at the discretion of the Company's Board of Directors. His employment agreement contains customary confidentiality and non- competition clauses. His employment agreement is for a term of three years, unless otherwise terminated as specified therein. If the Company terminates the employment of Mr. Neill for any reason other than for cause, death or disability, Mr. Neill will receive one year's salary or the balance of payments due under his employment agreement, whichever is greater. Series C Preferred Stock Class On November 12, 2009, the Company filed an amendment to its Articles of Incorporation to create a class of Series C Preferred Stock with 460,000 authorized shares and issued 230,000 shares of Series C Preferred Stock to each of Mr. Azzata and Mr. Nicolosi. Each share of Series C Preferred Stock has 100 votes per share and will vote together with holders of the Company's common stock and Series B Preferred Stock as a single class on all matters presented to the Company's shareholders at an annual or special meeting (or pursuant to written consent), except with respect to the matters relating to the election of directors. The holders of a majority of shares of the Company's Series C Preferred Stock will have the right to appoint a majority of the directors serving on the Company's Board. The Series C Preferred Stock does not have any dividend or liquidation preferences. As a result of the issuance of the Series C Preferred Stock, the voting ownership of Mr. Azzata and Mr. Nicolosi's in the Company has increased from 27.56% in the aggregate to 58.95%. The Board authorized this issuance as a bonus for exceptional services provided by Mr. Azzata and Mr. Nicolosi in the past year. Additionally, the Board authorized the issuance because it deemed it in the best interest of the Company for Mr. Azzata and Mr. Nicolosi to retain management control so the Company could implement its acquisition strategy. It may be necessary for the Company to issue or sell additional securities of the Company in implementing its acquisition strategy which could result in dilution and a possible change in control of the Company. With the issuance of shares of the Series C Preferred Stock, Mr. Azzata and Mr. Nicolosi will be able to focus on the Company's long term strategy. About Medical Connections Holdings Based in Boca Raton, Florida, Medical Connections Holdings, Inc., is an employment and executive search firm that provides recruiting services to its clients within the healthcare and medical industries. The Company was formed in Florida for the purpose of specializing in the recruitment and placement of healthcare professionals in a variety of employment settings. Medical Connections Holdings, Inc., is the parent company of Medical Connections, Inc., and trades on the NASDAQ OTC B/B as a fully reporting company under the ticker symbol MCTH. MERITAGE HOMES: S&P Affirms Corporate Credit Rating at 'B+' ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Meritage Homes Corp. and revised its outlook to stable from negative on expectations that the company will return to modest profitability in the coming year. In addition, S&P revised the recovery rating on the company's $479 million senior unsecured notes to '3' from '4' due to improved recovery prospects following the company's voluntary termination of its $150 million senior unsecured credit facility. S&P's '6' recovery rating on Meritage's $125 million of subordinated debt remains unchanged. "S&P's ratings on Meritage Homes Corp. reflect the company's improved, yet still weak, operating performance and its continued expectation for competitive conditions within its key markets," said Standard & Poor's credit analyst Eugene Nusinzon. "At the same time, S&P acknowledge the company's adequate cash position relative to its expected operating needs, weak but positive coverage of interest, and lack of debt maturities until 2014." S&P revised its outlook on Meritage to stable because operating conditions appear to be firming and S&P believes the company is poised to return to modest profitability in the coming year. S&P would lower its ratings if the recently improved performance were to reverse course or if the company's liquidity position were to erode such that cash balances were insufficient to cover expected capital needs for the next one to two years. Improvement in the ratings would be contingent upon an improvement in profitability that leads to stronger debt coverage measures, while the company maintains sufficient liquidity. MERRIMAN CURHAN FORD: Receives NASDAQ Noncompliance Notice ---------------------------------------------------------- San Francisco-based Merriman Curhan Ford Group, Inc., has been notified by the NASDAQ Stock Market that the company is not currently in compliance with NASDAQ listing rules. NASDAQ has requested that the company submit a plan by December 4, 2009, to regain compliance. The company raised $10.2 million in its oversubscribed Series D Preferred Stock strategic transaction which resulted in an increase in total assets from $13.6 million at June 30, 2009 to $19.1 million at September 30, 2009. A full ratchet antidilution provision contained in the warrants issued in this transaction resulted in the company reporting a non-cash warrant liability of approximately $26 million, in accordance with Generally Accepted Accounting Principles (GAAP). As a result, the company reported a stockholders' deficit (negative stockholders' equity) in its Form 10-Q for the quarter ended September 30, 2009. The company no longer satisfies the requirements of NASDAQ Listing Rule 5550(b). (For additional information, please see the Current Report on Form 8-K filed with the Securities and Exchange Commission today.) If the full ratchet provision were removed from the warrants, subject to the consent of the warrant holders, the warrants would be accounted for as equity without an allocation to warrant liability. Merriman Curhan Ford Group, Inc. has already had positive discussions with a number of the large holders of Series D Preferred Stock and the associated warrants. These discussions involve modifying the warrants to eliminate the full ratchet provision. If the warrant holders agree to such modification, the company believes that it will be able to successfully return to a positive stockholders' equity balance sufficient to comply with NASDAQ listing requirements. The company believes that it will be successful in this effort. About Merriman Curhan Ford Merriman Curhan Ford (Nasdaq: MERR) -- http://www.mcfco.com/-- is a financial services firm focused on fast-growing companies and the institutions that invest in them. The company offers high- quality investment banking, equity research, institutional services and corporate & venture services, and specializes in five growth industry sectors: CleanTech, Consumer, Media & Internet, Health Care, Natural Resources and Technology. MESABA AVIATION: In Forma Pauperis Requests Not Secret in 8th Cir. ------------------------------------------------------------------ WestLaw reports that a Minnesota bankruptcy court properly denied a claimant's request to seal her application for in forma pauperis status, the Eighth Circuit's Bankruptcy Appellate Panel has ruled. When the financial information was viewed in light of its role in the court records, the information contained in the IFP application was neither scandalous nor defamatory, the BAP concluded. The only imaginable harm to the claimant from public access to the information was damage to her reputation, and injury or potential injury to reputation would not suffice to deny public access to the document. --- B.R.----, 2009 WL 3806165, slip op. http://www.ca8.uscourts.gov/opndir/09/11/086038P.pdf(8th Cir. BAP). A claimant, whose proof of claim had been disallowed in its entirety and whose appeal of certain fee orders concerning Chapter 11 debtor's professionals had been dismissed, objected to the proposed closing of Mesaba's chapter 11 case, arguing that the bankruptcy court should retain jurisdiction pending resolution of her appeals to the Eighth Circuit. The United States Bankruptcy Court for the District of Minnesota, Gregory F. Kishel, J., overruled the claimant's objection to the case closing and subsequently denied her motion for reconsideration, her application to proceed in forma pauperis, and her request to seal her IFP application. Proceeding pro se, the claimant appealed and requested, inter alia, appointment of counsel. Affirming the Bankruptcy Court's rulings, the Bankruptcy Appellate Panel, Schermer, J., held that: (1) the claimant lacked standing to challenge the closing of debtor's bankruptcy case; (2) the bankruptcy court acted within its discretion in denying claimant's request for reconsideration of the case closing orders; (3) because the BAP waived the claimant's filing fee, her appeal of the bankruptcy court's denial of her request for IFP status was moot; (4) the claimant's appeal of the bankruptcy court's denial of her request to seal her IFP application was moot; (5) alternatively, the bankruptcy court properly denied the claimant's request to seal her IFP application because the information contained therein was not scandalous or defamatory; and (6) the claimant did not have a right to appointed counsel. Based in Eagan, Minnesota, Mesaba Aviation Inc., dba Mesaba Airlines -- http://www.mesaba.com/-- operates as a Northwest Airlink affiliate under code-sharing agreements with Northwest Airlines. The company filed for chapter 11 protection on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258). Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA, represented the Debtor in its restructuring efforts. Craig D. Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represented the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it listed total assets of $108,540,000 and total debts of $87,000,000. The U.S. Bankruptcy Court for the District of Minnesota confirmed Mesaba's Modified Plan of Reorganization on April 9, 2007. Mesaba exited bankruptcy on April 24, 2007, and was later acquired by Northwest Airlines from MAIR Holdings Inc. METRO-GOLDWYN-MAYER: Tests Market; Inks Confidentiality Deals ------------------------------------------------------------- Reuters' Michael Erman says Metro-Goldwyn-Mayer has sent out confidentiality agreements to 20 parties, as the studio test the market for a possible sale. "But bankers don't think there will be more than a handful of interested parties who actually put in bids. The most serious bidders for the studio -- which dates back to the 1920's and owns the James Bond franchise -- would likely be media companies that already operate studios and want to acquire MGM's rich content library, like Time Warner, which owns the Warner Bros studio, Lions Gate or News Corp, which owns the 20th Century Fox studio," Mr. Erman says. According to Mr. Erman, the value of MGM's movie library -- thought by many to be its crown jewel -- is up in the air. With movies on demand and digital downloading taking a bite out of DVD sales, it will be interesting to see how much MGM can pull in for that asset, he says. As reported by the Troubled Company Reporter on September 30, 2009, The New York Post, citing multiple sources, said discussions between debtholders and equity owners on a restructuring of Metro- Goldwyn-Mayer's massive debt load have begun on a contentious note, with both sides threatening to force MGM into bankruptcy in order to gain leverage and extract better terms from the other. According to The Post, a half-dozen sources described the calls, led by Zolfo Cooper restructuring specialist Stephen Cooper, as openly antagonistic, with some debtholders like Leon Black's Apollo Management and Stark Capital Partners threatening to push MGM into involuntary bankruptcy if their terms weren't met. Until MGM defaults on one of its loans or funding obligations, however, the debtholders, who are being represented by JPMorgan Chase, can't liquidate the studio because equity owners -- Texas Pacific Group and Providence Equity Partners the most prominent among them -- are in control, The Post says. DeadlineHollywood has reported that MGM needs $20 million in short term and another $150 million to get through the end of 2009. Bloomberg also said that MGM is in talks to skip interest payments and restructure $3.7 billion in bank loans. MGM asked creditors to waive $12 million monthly interest payments until February 15 2010. About Metro-Goldwyn-Mayer Metro-Goldwyn-Mayer, Inc., is an independent, privately held motion picture, television, home video, and theatrical production and distribution company. The Company owns the world's largest library of modern films, comprising approximately 4,000 titles, and over 10,400 episodes of television programming. MGM is owned by an investor consortium, comprised of Providence Equity Partners, TPG Capital, Sony Corporation of America, Comcast Corporation, DLJ Merchant Banking Partners and Quadrangle Group. The Troubled Company Reporter said on May 22, that Metro-Goldwyn- Mayer hired Moelis & Co. to help refinance $3.7 billion debt and was in talks with a steering committee of 140 creditors led by JPMorgan Chase & Co. as part of the process. Sue Zeidler at Reuters said the studio "was exploring options for optimizing its capital structure and has begun talks with a steering committee of its lenders as part of the process." Ms. Zeidler said bankers estimate MGM is paying north of $250 million a year in interest on debt due in 2012. Sources told Reuters MGM was potentially seeking a way to make the loan due later, or reduce it in size. Comcast paid about $5 billion in debt and equity in September 2004 to buy MGM from majority owner Kirk Kerkorian. According to Reuters, merger specialists have said MGM could be worth $2 billion to $2.5 billion. MGM, however, has reiterated its commitment to staying independent. MGM MIRAGE: Dubai World Restructuring Won't Affect CityCenter ------------------------------------------------------------- The Wall Street Journal's Alexandra Berzon reports MGM MIRAGE discounted the impact of Dubai World's restructuring on CityCenter in Las Vegas. According to Ms. Berzon, MGM Mirage said Dubai World had already fulfilled all of its commitments to funding CityCenter. Those investments have totaled about $4.65 billion, according to a person familiar with the situation, Ms. Berzon says. "MGM Mirage spokesman Alan Feldman said he does not anticipate an impact from the restructuring. Under a new contract that Dubai World negotiated last spring with the casino giant, additional costs incurred beyond the current budget will be the responsibility of MGM Mirage and not Dubai World," Ms. Berzon reports. Today's Troubled Company Reporter, citing the Journal and Bloomberg, says the government of Dubai indicated it would restructure Dubai World and announced a six-month standstill on the company's debt. 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. MHG CASA MADRONA: Has Until March 2010 to Stabilize Finances ------------------------------------------------------------ Jim Staats at Contra Costa Times says a bankruptcy court gave MHG Casa Madrona Hotel LLC until March 2010 to avert a foreclosure sale. However, the Federal Deposit Insurance Corporation could ask for authority to renew foreclosure proceedings if the county does not receive about $122,000 in property taxes by Dec. 10, 2009. Mr. Staats relates the, according to the county treasurer-tax collector office, the company is delinquent on property taxes of more than $763,000 dating to 2006. Miami, Florida-based MHG Casa Madrona Hotel, LLC, operates a lodging business. The Company filed for Chapter 11 on Aug. 10, 2009 (Bankr. N.D. Calif. Case No. 09-12536). Tracy Green, Esq., at Wendel, Rosen, Black and Dean, represents the Debtor in its restructuring efforts. In its petition, the Debtor listed assets and debts both ranging from $10,000,001 to $50,000,000. MIDWAY GAMES: Plan Exclusivity Extended Until Dec. 29 ----------------------------------------------------- Midway Games Inc. and its debtor-affiliates sought and obtained from the U.S. Bankruptcy Court for the District of Delaware a December 29 extension of their exclusive period to propose a Chapter 11 plan, Bloomberg News' Bill Rochelle reported. Midway also sought a Feb. 28, 2010, extension of its exclusive period to solicit acceptances of the plan. This is the fourth exclusivity extension granted to Midway. The Debtors relate that they are in discussions with stakeholders regarding matters in connection with the formulation of a Chapter 11 Plan. The Debtors add that they need to dealt with issues on the appropriate allocation of the sale proceeds and the level of funds expected to be available for distribution to unsecured creditors. Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink Sheets: MWYGQ) -- http://www.midway.com/-- was a leading developer and publisher of interactive entertainment software for major videogame systems and personal computers. The Company and nine of its affiliates filed for Chapter 11 protection on February 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465). Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington, Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty, Esq., at Blank Rome LLP, in New York, represent the Debtors in their restructuring efforts. Attorneys at Milbank, Tweed, Hadley & McCloy LLP and Richards, Layton & Finger, P.A. represent the official committee of unsecured creditors as counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and balloting agent. On July 10, 2009, Midway and certain of its U.S. subsidiaries completed the sale of substantially all of their assets to Warner Bros. Entertainment Inc. in a sale approved by the Court. The aggregate gross purchase price is roughly $49 million, including the assumption of certain liabilities. Midway is disposing of its remaining assets. At June 30, 2009, the Debtors had $1.39 billion in total assets and $1.59 billion in total liabilities. MOMENTIVE PERFORMANCE: Seeks Loan Amendments; Sells 1st-Lien Notes ------------------------------------------------------------------ Momentive Performance Materials Inc. is seeking to amend its senior secured credit facility and offer up to $500 million in aggregate principal amount of first-lien senior secured notes due 2017 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. Additionally, the Company is repaying $75 million of borrowings outstanding under its revolving credit facility. Following this repayment, the Company's outstanding borrowings under its revolving credit facility will be $100 million. The proposed amendment would, among other things, permit the issuance of the notes and, with respect to participating lenders, permanently reduce their outstanding revolving loan commitments, extend the maturity of their remaining revolving loan commitments until 2014 and extend the maturity of their outstanding term loans until 2015. The proceeds from the notes offering would be used to repay a portion of the outstanding term loans of extending lenders and for general corporate purposes. The completion of each of the amendment and the notes offering will be conditioned upon, among other customary conditions, the completion of the other. The notes will be senior secured first-lien obligations of the Company, subject to turnover provisions which mandate that any collateral proceeds will be paid to extending lenders prior to holders of the notes until the outstanding obligations to extending lenders are paid in full. It is anticipated that the notes will otherwise rank equally with the Company's existing and future senior secured first lien debt, including the Company's senior secured credit facility, and will effectively rank senior to all of the Company's other existing and future senior second- lien secured debt, subordinated debt and unsecured debt, including the Company's outstanding senior secured second-lien notes, unsecured senior notes, and unsecured senior subordinated notes. The notes will be guaranteed on a senior secured first-lien basis by each of the Company's existing and future U.S. and foreign subsidiaries that is a borrower or guarantor under the Company's senior secured credit facility. The notes will be offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to persons outside the United States only pursuant to Regulation S under the Securities Act. At September 27, 2009, the Company had total assets of $3,556,934,000 against total liabilities of $4,121,193,000. At September 27, 2009, the Company had accumulated deficit of $1,341,835,000, noncontrolling interest of $3,776,000, and shareholders' deficit of $564,259,000. On September 22, 2009, the Company entered into a Limited Waiver and Amendment with respect to the credit agreement governing its senior secured credit facility. Pursuant to the Waiver and Amendment, in return for certain consideration, the requisite revolving credit facility lenders conditionally waived the Company's compliance with the senior secured leverage ratio maintenance covenant set forth in the credit agreement for the fiscal three-month period ended September 27, 2009, and the fiscal three-month period ending December 31, 2009. On September 27, 2009, the Company was in compliance with the senior secured leverage ratio maintenance covenant (irrespective of the Waiver and Amendment), the other covenants under the credit agreement governing the senior secured credit facility and the covenants under the indentures governing the notes. About Momentive Albany, New York-based Momentive Performance Materials Inc. -- http://www.momentive.com/-- is a premier specialty materials company, providing high-technology materials solutions to the silicones, quartz and ceramics markets. Momentive Performance Materials Inc. is controlled by an affiliate of Apollo Management, L.P. MORIN BRICK: Hearing on Case Conversion Scheduled for December 22 ----------------------------------------------------------------- The hearing on the U.S. Trustee's motion to convert Morin Brick Company's Chapter 11 case to a Chapter 7 liquidation, is scheduled for Dec. 22, 2009. Objections, if any, are due on Dec. 15, 2009. As reported in the Troubled Company Reporter on Nov 6, 2009, Phoebe Morse, the U.S. Trustee for Region 16, asked for the conversion, noting that the Debtor has failed to: -- file a disclosure statement or plan; -- submit a copy of the settlement statement; -- submit MORs for April 2009, May 2009, June 2009, July 2009, August 2009 and September 2009; and -- pay the U.S. Trustee's quarterly fees estimated at $9,750 for the second and third quarters 2009. The fees were due by July 31, 2009, - $4,875, and Oct. 31, 2009, - $4,875. Headquartered in Auburn, Maine, Morin Brick Company -- http://www.morinbrick.com/-- manufactures moulded and waterstruck brick and extruded brick for customers primarily located in the Northeastern United States and Canada. The Company filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No. 08-21022). D. Sam Anderson, Esq., and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent the Debtor as counsel. Anthony J. Manhart, Esq., Fred W. Bopp III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A., represent the Official Committee of Unsecured Creditors as counsel. Tron Group is the Debtor's Chief Restructuring Officer. When the Debtor filed for protection from its creditors, it listed assets of between $10 million and $50 million, and debts of between $1 million and $10 million. MORIN BRICK: Plan Distribution to Be Funded from Avoidance Actions ------------------------------------------------------------------ Morin Brick Company filed with the U.S. Bankruptcy Court for the District of Maine its Chapter 11 Plan of Reorganization and its accompanying Disclosure Statement dated as of November 16, 2009. The Plan provides for the distribution of the proceeds of certain causes of action to be brought on behalf of the Debtor. According to the Disclosure Statement, the Debtor believes that the causes of action will be claims brought to recover payments made by the Debtor during the 90 day period prior to the date of the filing of the Debtor's bankruptcy. In certain circumstances, a debtor can avoid these transfers and recover the payments made during this 90-day period and, once recovered, these amounts can be redistributed to creditors of the bankruptcy estate. In the 90 days prior to filing, the Debtor made payments equaling $1,200,000. After review of certain documents relating to the transfers and after considering certain defenses which may or may not be applicable, the Debtor believes that it may be able to bring potential claims seeking to recover $463,858 for the benefit of the estate. Under the Plan, the Debtor would use the proceeds of the causes of action to fund its obligations under the Plan. The only remaining claims against the estate are certain administrative claims, consisting almost entirely of the fees of Debtor's counsel and certain fees owed to the Office of the U.S. Trustee, and certain unsecured claims against the Debtor. Assuming the Debtor can recover the amounts, the Debtor estimates that general unsecured creditors will receive an amount equal to 5-6% of their claim amount. Treatment of Claims and Interests All claims against the Debtor will be fully and finally satisfied in accordance with the provisions of the Plan. 1. Unclassified Claims -- Administrative Claims -- against the Debtor are impaired and will be paid with the proceeds generated by the causes of action brought or to be brought by the Debtor or on behalf of the Debtor under the Plan. 2. Class 1 Claims -- Priority Claims -- are impaired and will be paid the total amount received by the estate in relation to causes of action brought by or on behalf of the estate after payment of any and all unclassified claims until the time as the allowed claims in class 1 have been paid in full or have been paid in an amount agreed to between the Debtor and the holder of a claim in class 1. 3. Class 2 Claims -- Unsecured Claims -- are impaired and will be paid the total amount received by the estate, on a pro rata basis, in relation to causes of action brought by or on behalf of the estate after payment of any and all unclassified claims and after payment of any and all allowed claims in class 1 until the time as the allowed claims in class 2 have been paid in full or have been paid in an amount agreed to between the Debtor and the holder of a claim in class 2. 4. Class 3 -- equity interests -- are impaired and any and all equity interests in the Debtor will be canceled as of the date the Bankruptcy Court enters a final order approving the final accounting. The Plan will be funded by Plan cash, which will be generated by the Debtor's or the Liquidating Trustee's investigation, prosecution, and settlement of the causes of action. A full-text copy of the Debtor's Disclosure Statement is available for free at: http://bankrupt.com/misc/MORINBRICK_DisclosureStatement.pdf A full-text copy of the Debtor's Plan of Reorganization is available for free at: http://bankrupt.com/misc/MORINBRICK_PlanofReorganization.pdf Headquartered in Auburn, Maine, Morin Brick Company -- http://www.morinbrick.com/-- manufactured moulded and waterstruck brick and extruded brick for customers primarily located in the Northeastern United States and Canada. The Company filed for Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No. 08-21022). D. Sam Anderson, Esq., and Robert J. Keach, Esq., at Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent the Debtor as counsel. Anthony J. Manhart, Esq., Fred W. Bopp III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A., represent the Official Committee of Unsecured Creditors as counsel. Tron Group is the Debtor's Chief Restructuring Officer. When the Debtor filed for protection from its creditors, it listed assets of between $10 million and $50 million, and debts of between $1 million and $10 million. MOTEL 4 BAPS: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Motel 4 Baps, Inc. 20459 Ashford Court Strongsville, OH 44149 Bankruptcy Case No.: 09-21144 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Pat E. Morgenstern-Clarren Debtor's Counsel: Jonathan P. Blakely, Esq. Weston Hurd, LLP The Tower at Erieview 1301 East 9th Street, Suite 1900 Cleveland, OH 44114-1862 Tel: (216) 687-3311 Fax: (216) 621-8369 Email: jblakely@westonhurd.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 8 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ohnb09-21144.pdf The petition was signed by Pradip Patel. NEW CENTURY COS: Posts $21.3 Million Net Loss for Q3 2009 --------------------------------------------------------- New Century Companies, Inc., reported a net loss of $21,316,443 for the quarter ended September 30, 2009, from a net loss of $1,944,419 for the same period a year ago. The Company reported a net loss of $24,850,069 for the nine months ended September 30, 2009, from a net loss of $2,853,208 for the same period a year ago. Contract revenues for the three months ended September 30, 2009, were $644,609 from $997,890 for the same period a year ago. Contract revenues for the nine months ended September 30, 2009, were $3,058,941 from $3,959,168 for the same period a year ago. At September 30, 2009, the Company had total assets of $1,129,198, including total current assets of $905,782, against total liabilities of $30,068,744, all current. At September 30, 2009, the Company has an accumulated deficit of $37,064,000, had recurring losses, a working capital deficit of approximately $29,163,000, and was also in default on its convertible notes. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's convertible debt financing, Amended 12% CAMOFI Master LDC Convertible Note and 15% CAMHZN Master LDC Convertible Note, are in default. The last monthly contractual payment on the CAMOFI note was made in October 2008 and no payments have made on the CAMHZN Note which were scheduled to begin on September 1, 2008. As a result, the Company is in default on these two loans, with an aggregated balance of principal and accrued interest of $4,010,156 at September 30, 2009. The Company intends to fund operations through anticipated increased sales along with renegotiated or new debt and equity financing arrangements which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2009. Therefore, the Company will be required to seek additional funds to finance its long-term operations. The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these problems, management has taken these actions: -- continued its aggressive program for selling machines; -- continued to implement plans to further reduce operating costs; and -- is seeking investment capital through the public and private markets. 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?4a5a On November 19, the Company filed Amendment No. 2 to its quarterly report on Form 10-Q for the period ended March 31, 2009, to include the review report of its independent registered public accounting firm, KMJ Corbin & Company LLP. A full-text copy of the Company's Amended Quarterly Report is available at no charge at http://ResearchArchives.com/t/s?4a5b The Company is stockholder approval of an amendment to its Certificate of Incorporation to increase its authorized shares of common stock from 50,000,000 to 250,000,000. The Company's Board of Directors established November 18, 2009, as the record date for purposes of the consent solicitation. Only stockholders of record at the close of business on that date will be entitled to act on the proposals and to receive the Consent Solicitation Statement. A full-text copy of the Company's proxy statement is available at no charge at http://ResearchArchives.com/t/s?4a5c About New Century Companies New Century Companies, Inc. and its wholly owned subsidiary, New Century Remanufacturing, Inc., provide after-market services, including rebuilding, retrofitting and remanufacturing of metal cutting machinery. Once completed, a remanufactured machine is "like new" with state-of-the-art computers and the cost to the Company's customers is substantially less than the price of a new machine. The Company currently sells its services by direct sales and through a network of machinery dealers across the United States. Its customers are generally medium to large sized manufacturing companies in various industries where metal cutting is an integral part of their businesses. The Company grants credit to its customers who are predominately located in the western United States. The Company trades on the OTC Bulletin Board under the symbol "NCNC ". NEW CENTURY COS: Smithline, CAMOFI Report 0.4% Equity Stake ----------------------------------------------------------- Richard Smithline, Centrecourt Asset Management LLC, CAMOFI Master LDC, and CAMHZN Master LDC disclosed 61,671 shares or roughly 0.4% of the common stock of New Century Companies, Inc. In addition to the shares of Common Stock held by CAMOFI and CAMHZN, (a) CAMOFI holds (i) promissory notes convertible into approximately 105,105,265 shares of Common Stock, and (ii) warrants exercisable for 4,014,286 shares of Common Stock, and (b) CAMHZN holds (i) promissory notes convertible into 28,068,750 shares of Common Stock, and (ii) warrants exercisable for 1,200,000 shares of Common Stock. Each of the securities contains a provision which would prohibit the holder from exercising the warrants to the extent that, upon such exercise, the holder, together with its affiliates, would beneficially hold more than 4.99%, of the total number of shares of Common Stock then issued and outstanding -- determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended -- unless the holder shall have provided the issuer with 61 days' notice of the holder's waiver of such provisions. Accordingly, based on the number of shares of Common Stock held by Smithline et al. as of October 29, neither of the warrants is presently exercisable. Going Concern Opinion The Company said that there is substantial doubt about its ability to continue as a going concern. The Company noted that as of June 30, 2009, the Company has an accumulated deficit of $16,455,000, had recurring losses, a working capital deficit of $8,108,000, and was also in default on its convertible notes. The Company intends to fund operations through anticipated increased sales along with renegotiated or new debt and equity financing arrangements which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending Dec. 31, 2009. New Century Companies' balance sheet at June 30, 2009, showed total assets of $1,205,254 and total liabilities of $9,047,284, resulting in a stockholders' deficit of $7,842,030. About New Century Companies New Century Companies, Inc., and its wholly owned subsidiary, New Century Remanufacturing, Inc., provide after-market services, including rebuilding, retrofitting and remanufacturing of metal cutting machinery. Once completed, a remanufactured machine is "like new" with state-of-the-art computers and the cost to the Company's customers is substantially less than the price of a new machine. The Company currently sells its services by direct sales and through a network of machinery dealers across the United States. Its customers are generally medium to large sized manufacturing companies in various industries where metal cutting is an integral part of their businesses. The Company grants credit to its customers who are predominately located in the western United States. The Company trades on the OTC Bulletin Board under the symbol "NCNC ". NEW ENERGY SYSTEMS: Acquires Anytone for $33.7MM in Cash, Stock --------------------------------------------------------------- New Energy Systems Group, formerly China Digital Communication Group, has agreed to acquire Anytone International (H.K.) Co., Ltd. and its wholly owned subsidiary, Shenzhen Anytone Technology Co., Ltd., a rapidly growing Shenzhen-based high tech, integrated product research, manufacturing and marketing company for lithium batteries. New Energy Systems Group will pay $33.7 million for the company consisting of $10.0 million in cash and the remaining $23.7 million by issuing roughly 3.6 million shares of common stock based on an average stock price of $6.60 per share. The company expects to complete the acquisition before the end of 2009. Anytone generated revenue of $10.1 million in 2008, a 139.6% increase over the year ended December 31, 2007. For the nine months ended September 30, 2009, Anytone generated revenue of $17.4 million and net income of $3.2 million, and expects to achieve revenue of $24.2 million and net income of $4.5 million for the year ended December 31, 2009. Anytone has maintained an annual growth rate in excess of 100% over the past four years. For the year of 2010, Anytone is projected to generate revenue of $36.2 million and net income of $6.7 million. Anytone -- http://www.anytone.com.cn/-- manufactures and sells mobile power resources based on lithium ion batteries for a full spectrum of products, including mobile phones, notebook computers, digital cameras, MP4s, PMPs, PDAs, solar and digital applications. Many of Anytone's products generate 4-7 times more power than the original OEM battery's capacity. The company's power sources support some of the best known products in the world, including Apple's iPod family of products. Anytone had 7 practical patents and 23 appearance design patents by the State Intellectual Property Office of the People's Republic of China (SIPO). The company is also awaiting approval for its new innovation patent by SIPO. The company has also obtained CE, FCC, 3C, ROHS, UL and other certifications. Mr. Fushun Li, Chief Executive Officer, commented, "Our planned acquisition of Anytone adds an important dimension to our business in terms of additional product offerings and an impressive new customer base. It will also make New Energy Systems Group a much larger company and enable us to benefit from economies of scale, including better terms from our customers and suppliers. We are pleased to welcome key executives from Anytone's talented management team to the combined organization as well as Anytone's seasoned and motivated sales force. All of Anytone's senior executives will remain with the company and we anticipate a seamless transition." Mr. Li continued, "With a strong track record of growth and $6.7 million of projected net income for Anytone in 2010, we are quite pleased with the terms of the transaction. Moreover, the decision by Anytone's owners to receive the majority of their compensation in the form of equity, illustrates their confidence in the outlook for our combined businesses. As demand for mobile devices continues its favorable growth trends in China and around the world, this acquisition will strengthen our intellectual property portfolio and further enhance our reputation in the battery market." On November 16, 2009, New Energy Systems Group (the "Company") held a conference call to discuss the Company's results for the quarter ended September 30, 2009. 3rd Quarter 2009 Results New Energy Systems reported net income of $2,012,676 for the three months ended September 30, 2009, from net income of $1,588,504 for the year ago period. The Company reported net income of $3,855,614 for the nine months ended September 30, 2009, from net income of $1,410,592 for the same period a year ago. Total revenue was $7,848,198 for the three months ended September 30, 2009, from $7,190,087 for the year ago period. Total revenue was $15,858,311 for the nine months ended September 30, 2009, from $8,871,958 for the year ago period. At September 30, 2009, the Company had $17,622,130 in total assets against $3,197,717 in total liabilities, all current. At September 30, 2009, the Company had accumulated deficit of $4,660,858 and stockholders' equity of $14,424,413. In its quarterly report on Form 10-Q, the Company said it believes it has sufficient cash to continue its current business through September 30, 2010, due to expected increased sales revenue and net income from operations. "However we have suffered recurring losses in the past and have a large accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said. The Company has taken certain restructuring steps to provide the necessary capital to continue its operations. These steps included 1) acquire profitable operations through issuance of equity instruments, and 2) to continue actively seeking additional funding and restructure the acquired subsidiaries to increase profits and minimize the liabilities. 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?4a5f The Company held a third quarter 2009 earnings conference call on November 16. According to CEO Li, "We are pleased to report another strong quarter at China Digital Communication. Our overall revenue increased by 9.2% to 7.9 million in the third quarter of 2009 with battery show in cover manufacturing increasing by 35.2%. We will also continue to gain traction in our battery assembly and distribution segments which began in mid-August 2008. Due to the fact we began work with our largest customer in the third quarter 2008 we recognized unusually strong sales in the second half of 2008. In comparison our sales from 2009 were more evenly distributed throughout the year. Going forward we expect this business will continue to grow at a rapid pace on a full year over year basis." Vice President Ken Lin said the Company had a very strong balance sheet as of September 30, with cash and cash equivalents of $9.5 million, working capital of $12.9 million and stockholder equity of $14.4 million. In August 2009, the Company paid off its $2.2 million bank loan and has no long term debt. CEO Li said, "We are very encouraged by the outlook for the battery assembly and distribution segment given our established relationships in the Chinese battery market coupled with a strong product pipeline and the higher product margins in the segment. We anticipate that there will be even greater demand for lithium [ph] batteries in China and worldwide in the next few years as the current trend toward smaller and lighter portable consumer products continues." "The strengthening of business was not limited to top line growths. We also achieved net income growth of 26.7% for the third quarter of 2009 to 2 million versus the third quarter of last year. Tight cost controls have enabled us to streamline operations while at the same time increasing revenue. CEO Li said, "We remain confident in achieving our previously issued guidance for full year revenues of 23-25 million and net income between 5.3 and 6 million, at the same time continue to generate strong cash flow and have a solid balance sheet with over 9 million of cash and no long-term batch." A full-text copy of the Company's conference call transcript is available at no charge at http://ResearchArchives.com/t/s?4a60 About New Energy Systems Group With offices in New York and Shenzhen, China, New Energy Systems Group (OTCBB: NEWN) -- http://www.chinadigitalcommunication.com/ -- manufactures and distributes lithium ion batteries. The company assembles and distributes finished batteries through its sales network and channel partners. The company also sells high- quality lithium-ion battery shell and cap products to major lithium-ion battery cell manufacturers in China. The company's products are used to power mobile phones, MP3 players, laptops, digital cameras, PDAs, camera recorders and other consumer electronic digital devices. On November 17, 2009, China Digital obtained approval from FINRA to change its name to New Energy Systems Group. In conjunction with the name change, the company's CUSIP number was changed to 643847106 and the stock began trading under the ticker symbol "NEWN" on November 18. NEWPORT PARTNERS: Amends Forbearance Agreement with Lenders ----------------------------------------------------------- Newport Partners Income Fund announced that an amendment to the Forbearance Agreement, dated July 21, 2009, has been entered into with the syndicate of lenders under the Senior Credit Agreement with various of the Fund's subsidiaries. Under the terms of the First Amendment, the requirement to repay $55 million by January 7, 2010, by way of proceeds from asset sales has been amended. The Lenders have agreed to allow for repayments by using cash on hand and proceeds from asset sales. $30 million was repaid November 25 and the next repayment is scheduled for February 28, 2010 in the amount of $35 million, with the balance to be repaid by July 21, 2010. $100 million has been repaid to the Lenders since July 21, 2009. In addition, the Lenders have consented to Newport Partners Holdings LP acquiring all of the issued and outstanding equity interests of Gemma Communications LP, that it does not currently own. As reported in the Fund's third quarter financial statements, the minority limited partner of Gemma delivered to NPH an offer letter pursuant to the Shotgun Buy-Sell provision of the limited partnership agreement governing Gemma. NPH, with the consent of the Lenders, has elected to accept the minority limited partner's offer to sell its interest in Gemma. The purchase price is $4 million and is subject to an adjustment for working capital. The transaction is expected to close by the end of the year. The First Amendment will be available on SEDAR at www.sedar.com. About Newport Partners Income Fund Newport Partners Income Fund is an unincorporated, open-ended trust created to hold, through its investment in Newport Partners Commercial Trust, interests in Newport Private Yield LP, a limited partnership established under the laws of the Province of Ontario. NPF began trading on the TSX on August 8, 2005 under the symbol NPF.UN. Newport Partners Income Fund is a publicly-traded diversified fund that invests in successful Canadian private businesses run by proven entrepreneurs at reasonable prices. The Fund currently has $489 million invested in 16 companies representing a diverse cross-section of the Canadian economy. NICE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Nice Financial Services, Inc. dba Nice Check Cashing, Inc. 6705 Jonesboro Road Morrow, GA 30260 Bankruptcy Case No.: 09-91063 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: John J. McManus, Esq. John J. McManus & Associates, P.C. Building H, 3554 Habersham at Northlake Tucker, GA 30084 Tel: (770) 492-1000 Email: jmcmanus@mcmanus-law.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 $1,924,708 and total debts of $5,483,369. A full-text copy of the Debtor's petition, including a list of its 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ganb09-91063.pdf The petition was signed by Sohail Ali, CEO, CFO, and secretary of the Company. NORTEL NETWORKS: Ericsson Wins Auction for GSM Business ------------------------------------------------------- Ericsson was selected as successful bidder to acquire certain assets of the Carrier Networks division of Nortel relating to Nortel's GSM business in the US and Canada. The purchase is structured as an asset sale at a cash purchase price of US$70 million on a cash and debt free basis, subject to adjustments. This announcement follows the completion of the auction process initiated by Nortel, and the transaction is subject to approval by courts in the US and Canada and customary regulatory approvals and other conditions. Ericsson's bid for Nortel's GSM assets was made together with Kapsch CarrierCom AG of Austria. Under the agreements, Ericsson is acquiring certain assets of Nortel's GSM business in North America while Kapsch is paying USD 33 million to acquire most of the remaining assets outside North America. Ericsson acquires an installed GSM base, which expands its North American footprint. The acquisition further strengthens Ericsson's ability to serve North America's leading wireless operators, which now benefit from the strength of the combined resources in an experienced and financially strong company. "Along with our recent acquisition of Nortel's CDMA and LTE assets, the transaction emphasizes Ericsson's commitment to the North American market and strengthens our position as a leading provider of telecommunications technology and services in the United States and Canada" said Hans Vestberg, incoming President and CEO of Ericsson. "Our Ericsson family will be once again enriched by the addition of the valuable Nortel employees." The agreement includes the transfer of important GSM business with North American operators such as AT&T and T-Mobile. Under the agreement Ericsson will offer employment to approximately 350 employees from Nortel. Nortel's North American GSM operations generated approximately USD 400 million in 2008. Ericsson's North American business generated SEK 17.9 bn (USD 2.7 b) of sales in 2008, mainly from GSM and WCDMA equipment and associated services. Together with the recently announced acquisition of CDMA and LTE assets as well as the Sprint services agreement, the acquisition makes North America the largest geographical segment within Ericsson and encompasses some 14,500 employees, up from 5,000 at the beginning of 2009. The acquired operations will contribute top- and bottom-line additions to Ericsson. The transaction is expected to have a positive effect on Ericsson's earnings within a year after closing. Consummation of the transaction is subject to approval by the United States and Canadian Bankruptcy Courts and the satisfaction of regulatory and other conditions. SEB Enskilda is acting as Ericsson's sole financial advisor in the transaction. Ericsson has in July won an auction for Nortel's wireless technology. The sale was approved by the U.S. Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice on July 28, 2009. The $1.3-billion deal includes substantially all of Nortel's CDMA business which is the second largest supplier of CDMA infrastructure in the world, and substantially all of Nortel's LTE Access assets giving it a strong technology position in next generation wireless networks. Also as part of this agreement, a minimum of 2,500 Nortel employees supporting the CDMA and LTE Access business will receive offers of employment from Ericsson. About Nortel Networks Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/-- delivers communications capabilities that make the promise of Business Made Simple a reality for our customers. The Company's next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel's technologies are designed to help eliminate the barriers to efficiency, speed and performance by simplifying networks and connecting people to the information they need, when they need it. Nortel Networks Corp., Nortel Networks Inc., and other affiliated corporations in Canada sought insolvency protection under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice (Commercial List). Ernst & Young has been appointed to serve as monitor and foreign representative of the Canadian Nortel Group. The Monitor also sought recognition of the CCAA Proceedings in the Bankruptcy Court under Chapter 15 of the Bankruptcy Code. Nortel Networks Inc. and 14 affiliates filed separate Chapter 11 petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138). Judge Kevin Gross presides over the case. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The Chapter 15 case is Bankr. D. Del. Case No. 09-10164. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. Certain of Nortel's European subsidiaries have also made consequential filings for creditor protection. The Nortel Companies related in a press release that Nortel Networks UK Limited and certain subsidiaries of the Nortel group incorporated in the EMEA region have each obtained an administration order from the English High Court of Justice under the Insolvency Act 1986. The applications were made by the EMEA Subsidiaries under the provisions of the European Union's Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings and on the basis that each EMEA Subsidiary's centre of main interests is in England. Under the terms of the orders, representatives of Ernst & Young LLP have been appointed as administrators of each of the EMEA Companies and will continue to manage the EMEA Companies and operate their businesses under the jurisdiction of the English Court and in accordance with the applicable provisions of the Insolvency Act. Several entities, particularly, Nortel Government Solutions Incorporated have material operations and are not part of the bankruptcy proceedings. As of September 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of September 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Bankruptcy Creditors' Service, Inc., publishes Nortel Networks Bankruptcy News. The newsletter tracks the Chapter 11 proceeding and ancillary foreign proceedings undertaken by Nortel Networks Corp. and its various affiliates. (http://bankrupt.com/newsstand/ or 215/945-7000) NORTHERN STATES: Defers Payments on Trust Preferred Securities -------------------------------------------------------------- Northern States Financial Corporation (NASDAQ: NSFC), holding company for NorStates Bank, an FDIC-insured financial institution, has notified the trustee that holds the Company's junior subordinated debentures relating to its outstanding trust preferred securities that it will defer its regular quarterly interest payments on the junior subordinated debentures. Under the terms of the debentures, the Company has the right to defer the payment of interest on the subordinated debentures at any time, for a period up to 20 consecutive quarters without default. During the deferral period, the Company may not pay any dividends on its common or preferred stock. In September 2005, Northern States issued $10 million of trust preferred securities through Northern States Statutory Trust I, a wholly-owned grantor trust. The Company issued $10 million of subordinated debentures to Northern States Statutory Trust I, which in turn issued $10 million of trust preferred securities. The subordinated debentures mature in September 2035. From December 2005 until September 15, 2010, the subordinated debentures bear interest at a rate equal to the sum of the product of 50% times the 3-month LIBOR plus 1.80%, plus the product of 50% times 6.186%, and thereafter at a rate equal to the 3-month LIBOR plus 1.80%. The rate on the subordinated debentures was 4.14250% at September 30, 2009, which is the effective rate from September 15, 2009, through December 14, 2009. Northern States Financial Corporation is the holding company for NorStates Bank, a full-service commercial bank with eight branches in Lake County, Illinois. NorStates Bank is the successor to financial institutions dating to 1919. NorStates Bank serves the populations of northeastern Illinois and southeastern Wisconsin. NOVELOS THERAPEUTICS: Reports $2.7 Million Net Loss for Q3 2009 --------------------------------------------------------------- Novelos Therapeutics, Inc., reported a net loss of $2,743,030 for the three months ended September 30, 2009, from a net loss of $2,534,741 for the same period a year ago. The Company posted a net loss of $9,412,827 for the nine months ended September 30, 2009, from $14,312,475. Revenue for the three months ended September 30, 2009, was $13,702 from $35,513 for the same period a year ago. Revenue for the nine months ended September 30, 2009, was $76,983 from $89,523 for the same period a year ago. At September 30, 2009, the Company had $5,996,461 in total assets against total current liabilities of $7,408,800, deferred revenue -- noncurrent of $408,334, redeemable preferred stock of $20,381,810. At September 30, 2009, the Company had accumulated deficit of $63,211,609 and stockholders' deficiency of $22,202,483. Novelos Therapeutics said it will require additional capital to continue operations beyond the third quarter of 2010. Novelos Therapeutics noted the report from its independent registered public accounting firm dated March 17, 2009 and included with its annual report on Form 10-K indicated that factors existed that raised substantial doubt about its ability to continue as a going concern. Novelos Therapeutics said the primary endpoint of its Phase 3 clinical trial for NOV-002 in non-small cell lung cancer is increased median overall survival, to be measured following the occurrence of 725 events (deaths). Novelos Therapeutics anticipates that the results from this trial will be available in early 2010. On August 25, 2009, Novelos Therapeutics entered into a Securities Purchase Agreement with Purdue Pharma L.P. contemplating the issuance and sale at two or more closings of up to 13,636,364 shares of its common stock and warrants to purchase approximately 4,772,728 shares of its common stock at an exercise price of $0.66 per share, expiring December 31, 2015, for an aggregate purchase price of $9,000,000. At the initial closing on August 25, 2009, Novelos Therapeutics sold Purdue 5,303,030 shares of common stock and a warrant to purchase 1,856,062 shares of common stock for gross proceeds of $3,500,000. At the final closing under the August 2009 Purchase Agreement on November 10, 2009, Novelos Therapeutics sold Purdue 8,333,334 shares of its common stock and warrants to purchase 2,916,668 shares of its common stock for gross proceeds of $5,500,000. The August 2009 Purchase Agreement required Novelos Therapeutics to adopt an expanded development and regulatory plan for NOV-002, which contemplates substantial expenditures through mid-2010 in addition to clinical development expenditures previously contemplated for the completion of the Phase 3 trial. Novelos Therapeutics said it is required to use proceeds from the sale of securities under the August 2009 Purchase Agreement for the expenditures identified in the Plan. Novelos Therapeutics believes the available funds at September 30, 2009, plus the proceeds from the final closing under the August 2009 Purchase Agreement, will allow the Company to operate beyond the conclusion of the Phase 3 trial and into the third quarter of 2010, as set forth in the Plan. "Our ability to execute our operating plan beyond the third quarter of 2010 is dependent on our ability to obtain additional capital (including through the sale of equity and debt securities at any time and by entering into collaborative arrangements for licensing rights in North America) to fund our development activities. We plan to pursue these alternatives, but there can be no assurance that we will obtain the additional capital necessary to fund our business beyond the third quarter of 2010. The timing and content of the Phase 3 clinical trial results will affect our projected cash requirements and our ability to obtain capital. If the results are favorable, we believe we will be able to obtain adequate funding to pursue our strategic objectives and clinical development programs longer term. If the results of our Phase 3 clinical trial are not favorable, we may be unable to obtain additional funding, and we may be required to scale back our administrative activities and clinical development programs, or cease our operations entirely. Furthermore, adverse conditions in the capital markets globally may impair our ability to obtain funding in a timely manner," Novelos Therapeutics 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?4a5d Special Meeting of Shareholders On November 3, 3009, the Company held a special meeting in lieu of annual meeting of stockholders. At the meeting, the stockholders approved an amendment to the Company's certificate of incorporation to increase the total number of authorized shares of common stock by 75 million shares, from 150 million to 225 million. Following the adjournment of the meeting, the Company filed the amendment with the Secretary of State of Delaware, and it went into effect on November 3, 2009. In addition to the approval of the amendment of the certificate of incorporation, the stockholders re-elected each incumbent member of the Company's board of directors and approved an amendment to the Company's 2006 Stock Incentive Plan to increase the shares of common stock authorized under the plan by 5 million shares, from 5 million to 10 million. The amendment to the 2006 Stock Incentive Plan became effective immediately upon its approval by the Company's stockholders. About Novelos Therapeutics Based in Newton, Massachusetts, Novelos Therapeutics, Inc. is a drug development company focused on the development of therapeutics for the treatment of cancer and hepatitis. Novelos owns exclusive worldwide intellectual property rights (excluding Russia and other states of the former Soviet Union, but including Estonia, Latvia and Lithuania) related to certain clinical compounds and other pre-clinical compounds based on oxidized glutathione. PARALLEL PETROLEUM: Apollo Affiliate Completes Acquisition ---------------------------------------------------------- Parallel Petroleum Corporation and PLLL Holdings, LLC, an entity formed for the purpose of acquiring Parallel Petroleum Corporation (NASDAQ: PLLL), on November 25 announced the successful completion of the merger of PLLL Acquisition Co. with and into Parallel, with Parallel surviving the merger. On September 15, 2009, Parallel announced that it had entered into a definitive agreement to be acquired by an affiliate of Apollo Global Management, LLC, a global alternative asset manager. The aggregate value of the transaction is approximately $483 million. At the time of the merger, all outstanding shares of Parallel's common stock not validly tendered and accepted for payment in the previously completed tender offer were converted, subject to appraisal rights, into the right to receive $3.15 in cash per share, net to the holder in cash, without interest and less any applicable withholding taxes (the same price as was paid in the tender offer). Remaining former stockholders of Parallel will be mailed materials necessary to exchange their former Parallel shares of common stock for such payment. Parallel's common stock will cease trading on the NASDAQ Global Select Market at market close on November 25, 2009 and will no longer be listed. About Apollo Management Apollo is a leading global alternative asset manager with offices in New York, Los Angeles, London, Singapore, Frankfurt and Mumbai. Apollo had assets under management of over $38 billion, as of June 30, 2009, in private equity and credit-oriented capital markets invested across a core group of industries where Apollo has considerable knowledge and resources. About Parallel Petroleum Parallel Petroleum (NASDAQ: PLLL) is an independent energy company headquartered in Midland, Texas, engaged in the exploitation, development, acquisition and production of oil and gas using 3-D seismic technology and advanced drilling, completion and recovery techniques. Parallel's primary areas of operation are the Permian Basin of West Texas and New Mexico, North Texas Barnett Shale, Onshore Gulf Coast of South Texas, East Texas and Utah/Colorado. Additional information on Parallel is available via the Internet at http://www.plll.com/ Parallel Petroleum carries "B3" long term corporate and probability of default ratings from Moody's and "B" issuer credit ratings from Standard & Poor's. PCS EDVENTURES: Has $431,000 Net Comprehensive Loss for Sept. Qtr ----------------------------------------------------------------- PCS Edventures!.Com, Inc., reported a net comprehensive loss of $431,332 for the three months ended September 30, 2009, from a net comprehensive loss of $135,712 for the year ago period. The Company reported a net comprehensive loss of $865,416 for the six months ended September 30, 2009, from a net comprehensive loss of $473,006 for the year ago period. Total revenues for the three months ended September 30, 2009, were $799,721 from $1,057,047 for the same period a year ago. Total revenues for the six months ended September 30, 2009, were $1,264,603 from $1,997,827 for the year ago period. As of September 30, 2009, the Company had $1,472,363 in total assets against $770,666 in total liabilities, all current. As of September 30, 2009, the Company had an accumulated deficit of $31,410,466 and stockholders' equity of $701,697. The Company said its established source of revenues is not sufficient to cover its operating costs. Although the Company has positive working capital, it has accumulated significant losses. The combination of these items raises substantial doubt about its ability to continue as a going concern. To alleviate this adverse position, the Company said during the fiscal quarter ended September 30, 2009, it continued to strengthen its strategic alliances with K'NEX, Science Demo, fischertechnik, MR Block, Integrating Technology, Minds-i, Follette, and Eduwise for further product development and enhancement. The Company has developed and continues to refine defined plans to align product development and marketing efforts to further penetrate the educational market. The marketing campaign is focused on distinct segments within the education market to more clearly communicate the products' competitive positioning in both the Domestic and International markets. Additionally, the Company is actively developing branding, product identity, and messaging that is specifically aligned to target market segments. 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?4a62 PCS 2009 Equity Incentive Plan PCS Edventures!.Com, Inc. on November 19 filed with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933 to register 4,000,000 shares of No Par Value Common Stock to be issued under the PCS 2009 Equity Incentive Plan. The proposed maximum aggregate offering price is $4,800,000. The purpose of the 2009 Plan is to (i) align the interests of employees, officers, directors, and consultants of the Company or any subsidiary of the Company with the interests of the Company's shareholders; (ii) provide employees, officers, directors and consultants with an incentive for outstanding performance; and (iii) enhance the Company's ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest and effort the successful conduct of the Company's business is dependent. A full-text copy of the Form S-8 filing is available at no charge at http://ResearchArchives.com/t/s?4a61 About PCS Edventures! Boise, Idaho-based PCS Edventures!.Com, Inc. (OTCBB: PCSV) -- http://www.edventures.com/-- designs, develops and delivers educational learning labs bundled with related technologies and programs to the K-12 market worldwide. The PCS suite of products ranges from hands-on learning labs in technology-rich topics in Science, Technology, Engineering and Math (STEM) to services rich in imagination, innovation, and creativity. PCS programs operate in over 6,000 sites in all 50 United States as well as in 17 countries Internationally. PENN TRAFFIC: To Close 53 Stores February; 4,000 to Lose Jobs -------------------------------------------------------------- The Associated Press reports that Penn Traffic Co. will lay off more than 4,000 employees, saying it will close 53 stores in central and western New York by Feb. 15, 2010. Jim Martin at GoErie.com, citing a letter to the Pennsylvania Department of Labor, says about 1,400 employees of Penn Traffic Co. could lose their jobs on Jan. 16, 2010. The company has 5,700 employees at 79 stores in Pennsylvania, New York, Vermont and New Hampshire, Mr. Martin notes. According to the letter, the company regretfully anticipates that it will discontinue permanently its operations at the BiLo, Quality, P&C stores and distribution centers on the enclosed list. About Penn Traffic The Penn Traffic Company -- http://www.penntraffic.com/-- owns and operates supermarkets under the P&C, Quality and BiLo trade names in Upstate New York, Pennsylvania, Vermont and New Hampshire. Headquartered in Syracuse, N.Y., Penn Traffic's conventional supermarkets offer value pricing, fresh and local products, and full-service stores in convenient neighborhood locations. The regional retailer's P&C Fresh supermarkets combine all the features of conventional-format stores with gourmet, premium and store-made fresh products, as well as ready-to-eat foods, easy-to prepare meals and expanded natural and organic product offerings. Retail supermarkets and consumers became Penn Traffic's primary focus with the sale of its wholesale business segment during fiscal 2009. Penn Traffic's first trip to the bankruptcy court was in June 1999. Penn Traffic again filed for chapter 11 protection on May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945). Under the plan that was declared effective April 2005, the Debtor gave all the stock to unsecured creditors while cutting the store count almost in half. Penn Traffic filed for Chapter 11 on November 18, 2009 (Bankr. D. Del. Case No. 09-14078). Attorneys at Morris, Nichols, Arsht & Tunnell LLP, serve as counsel. Donlin Recano serves as claims and notice agent. PETROLEUM DEVELOPMENT: Moody's Holds 'B2' Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Petroleum Development Corporation's B2 Corporate Family Rating, B3 senior unsecured note rating, and SGL-3 Speculative Grade Liquidity rating. The rating outlook is stable. The ratings affirmation reflects PDC's recent equity offering and joint venture that have helped it maintain good liquidity and low leverage. Additionally, PDC's ratings are supported by a long history of running successful drilling programs in cost sensitive tight gas sands and shales of low productivity but low geologic risk; continuation of that strategy in its newer core areas; positive production trends; conservative leverage on proven developed reserves; seasoned management; and adequate liquidity. The ratings are restrained by PDC's relatively small PD reserve and production scale; a high proportion of reserves in the higher risk PUD category that also requires substantial development capital spending; and substantial exposure to regionally lower Rocky Mountain natural gas prices. The SGL-3 rating reflects adequate liquidity. PDC recently completed a $50 million equity issue and received $45 million of cash for its participation in a joint venture. The company applied the funds to debt reduction. Current availability totals $205 million under its $305 million borrowing base revolver, which matures November 2012. The revolver has two financial covenants: a reducing leverage component that begins at 4.25x and reduces over time to 3.75x; and, a current ratio test of 1.0x. The company is well within both covenants. The B3 rating for the $250 million senior unsecured notes reflects both the overall probability of default, to which Moody's assigns a PDR of B2, and a loss given default of LGD 5, 77%. The $305 million borrowing base is large enough to result in a double notching of the senior unsecured notes below the B2 CFR under Moody's Loss Given Default Methodology. However, Moody's has affirmed the existing B3 notes rating based on Moody's projected limited additional utilization of the revolver over the coming year. The last rating action was on January 14, 2008, when Moody's assigned a B3 rating to the senior unsecured notes and a B2 CFR and PDR rating. Petroleum Development Corporation, headquartered in Denver, Colorado, is a natural gas oriented exploration and production company. PILGRIM'S PRIDE: Proposes Jan. 31 Extension of DIP Loans -------------------------------------------------------- Pilgrim's Pride Corp. and its units seek the Court's authority to enter into the Fourth Amendment to the Amended and Restated Postpetition Credit Agreement by and among the Debtors, the DIP Lenders, and Bank of Montreal. The DIP Credit Agreement and the Debtors' use of Cash Collateral currently expire on December 1, 2009 -- before the currently scheduled December 8, 2009 Confirmation Hearing, thus necessitating an extension of the term of the DIP Credit Agreement and the use of Cash Collateral, Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, asserts. Mr. Sosland states that although the Debtors believe that the Proposed Plan of Reorganization will be confirmed and will be substantially consummated before the end of December 2009, out of abundance of caution, the Debtors are seeking an extension of the maturity of the DIP Credit Agreement and the use of Cash Collateral through the earlier of January 31, 2010, and certain other termination events. Mr. Sosland tells the Court that certain DIP Lenders -- BMO, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., U.S. Bank National Association, and ING Capital LLC -- have agreed to amend the Credit Agreement to accommodate the Debtors' request without any further monetary consideration being provided to the DIP Lenders in exchange for the amendment. In addition, in connection with the amendment, the Debtors have asked that the DIP Lenders permanently reduce the DIP Commitments to $250,000,000. In connection therewith, the Continuing Lenders committed to extend these amounts of DIP Loans to the Debtors: Bank of Montreal $104,166,675 Rabobank Nederland New York Branch $104,166,675 U.S. Bank $25,000,000 ING Capital LLC $16,666,650 Wells Fargo Bank National Association, Calyon New York Branch, Natixis New York Branch, SunTrust Bank, and First National Bank of Omaha also consent to the Fourth DIP Financing Amendment and agree that from and after the effective date of the Fourth Amendment, they will cease to be Lenders under the DIP Credit Agreement. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Proposes Settlement With FLSA SC Plaintiffs ------------------------------------------------------------ Pilgrim's Pride Corp., and its units, the plaintiffs in the Fair Labor Standard Act South Carolina Litigation and the plaintiffs in the adversary complaint filed by Anna Atkinson, et al., have reached a settlement of the FLSA SC Action, the Atkinson Action and the proofs of claim as a result of continued arm's-length settlement negotiations. In this regard, the Debtors seek the Court's authority to enter into a settlement agreement with the FLSA sc and the Atkinson Plaintiffs. The parties submit the Agreement is a settlement and compromise of disputed claims. The parties recognize that by entering into the Agreement, the Debtors do not admit, and specifically deny any violation of any constitutional, federal, state, local or municipal law. Furthermore, the Debtors disclaim any liability to the Plaintiffs Named in the Settlement Agreement or the Settlement Class. Specifically, the Agreement provides that it will not, in any way, be construed as an admission of liability by the Debtors. The salient terms of the Agreement are: * Within 10 days of the execution of the Agreement, the parties will file an Agreed Motion for Preliminary Approval of Settlement and will seek The Court's approval to notify potential Settlement class Members who have not filed consents of their right to do so by using the form of Mailed Notice, which provides for a 45-day opt-in period. * The claims of the Settlement Class will have collectively allowed claims of $1,750,000. All distributions will be deemed to be payments to the individual plaintiffs; however for administrative purposes, counsel fees due from the Settlement Class to the Plaintiffs' counsel will be paid directly by the Debtors. Distributions on the Claims will be made in a single, aggregate distribution. * In consideration of the payment of Settlement Proceeds as well as mutual agreements set forth in the Agreement, the Plaintiffs named in the Agreement unconditionally discharge the Debtors and the other Releases, for any claims and obligations, including attorney's fees and expenses of the Named Plaintiffs or their attorneys in reviewing or negotiating the Settlement Agreement and the Release. * Payments to the Settlement Class Members and Plaintiffs' counsel will be made by the Settlement Administrator. * All funds relating to unclaimed distributions to the Settlement Class Members and any funds remaining in the Settlement Fund after fully funding the Settlement will be distributed by the Settlement Administrator from the Settlement fund to the reorganized Debtors after the expiration of 180 days from the date distributions were mailed by the Settlement Administrator to the Settlement Class Members. All interest earned by the Settlement fund will be distributed to the reorganized Debtors at the same time. * Except for the payment of Settlement Proceeds, the Debtors and the other Releases will have no liability for satisfying any attorney's fees and expenses which have been incurred by the named Plaintiffs or Settlement Class Members as a result of any claim and causes of action in connection with the Named Plaintiffs' and the Settlement Class' employment with the Debtors, and any action relating to the FLSA SC Action and the Atkinson Action. * * * Judge Lynn will hold a status conference to consider this motion on December 1, 2009, at 10:30 a.m. Central Standard Time. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Reclamation Claims Subordinated by Lenders' Liens ------------------------------------------------------------------ Pilgrim's Pride Corp. has asserted that even if reclamation claimants -- holders of claims under 11 U.S.C. Sec. 503 and 546 for good delivered within 45 days prior to the petition date -- met the statutory prerequisites required to assert a valid reclamation claim, the claims must still be denied because they are subordinate to the liens of the Debtors' prepetition lenders. Section 546(c), according to Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas, explicitly subordinates reclamation rights to the prior rights of holders of security interests in the goods sought to be reclaimed. The Requesting Vendors cannot reclaim the goods that are the subject of their Asserted Reclamation Claims because any existing reclamation rights are wholly subordinate to the interests of the Debtors' prepetition secured lenders, he contends. Bankruptcy Judge Michael Lynn issued a memorandum order finding that the Bankruptcy Code is in consistency with the Debtors' position that the reclamation claimants are subordinate to the perfected interests of the Debtors' prepetition lenders. Thus, Judge Lynn held that the claims of the reclamation claimants are subordinate to the perfected liens held by the Debtors' prepetition lenders that attach to the Debtors' property that is subject to reclamation. However, although the reclamation claims are subordinate to the pre-existing liens, the pre-existing liens do not extinguish the reclamation claims, Judge Lynn said. In view of these findings, Judge Lynn ruled that: * the remaining reclamation claims, to the extent that the goods that are the subject of claims are covered by the liens of the Debtors prepetition secured lenders, are declared to be subordinate to, although, to the extent of the surplus value, not extinguished by, the rights of the prepetition secured lenders; and * the responding vendors are not entitled to reclaim the goods so long as their reclamation rights remain subordinate to the rights of the prepetition secured lenders. In a formal Order, Judge Lynn further ruled that the Debtors are not estopped, judicially, equitably or otherwise, from arguing that the goods that certain Responding Vendors seek to reclaim were not identifiable or in the possession or control of the Debtors on the date of receipt of the Reclamation Demand of each Responding Vendor. A list of the Reclamation claims that the Court declared to be subordinate in their entirety to the Prepetition Claims is available for free at: http://bankrupt.com/misc/PPC_subordinatedreclaclaims.pdf About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PILGRIM'S PRIDE: Seeks to Access Cash Collateral Until Jan. 31 -------------------------------------------------------------- Pilgrim's Pride Corp. and its units ask the Court for authority to extend their use of cash collateral securing their prepetition indebtedness until January 31, 2010, and a "Termination Event" as the term is defined in the Final DIP Order. The use of the cash collateral, according to Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in Dallas, Texas, is necessary to address the Debtors' working capital needs and to fund their Chapter 11 cases. The Debtors propose to condition the use of Cash Collateral on the same terms as set forth in the Final DIP Order, with the exception of changing the "Maturity Date," as defined in Paragraph 18 of the Final DIP Order, from December 1, 2009 to January 31, 2010. About Pilgrim's Pride Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation (Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs roughly 41,000 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico and Mexico. The Company's primary distribution is through retailers and foodservice distributors. Pilgrim's Pride Corp. and six other affiliates filed Chapter 11 petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No. 08-45664). The Debtors' operations in Mexico and certain operations in the United States were not included in the filing and continue to operate as usual outside of the Chapter 11 process. Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A. Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges LLP, as bankruptcy counsel. Lazard Freres & Co., LLC, is the Company's investment bankers and William K. Snyder of CRG Partners Group LLC is chief restructuring officer. Kurtzman Carson Consulting LLC serves as claims and notice agent. Kelly Hart and Brown Rudnick represent the official equity committee. Attorneys at Andrews Kurth LLP represents the official committee of unsecured creditors. As of December 27, 2008, the Company had US$3,215,103,000 in total assets, US$612,682,000 in total current liabilities, US$225,991,000 in total long-term debt and other liabilities, and US$2,253,391,000 in liabilities subject to compromise. Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride Bankruptcy News. The newsletter tracks the Chapter 11 proceeding of Pilgrim's Pride Corp. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PRISCILLA HWANG LEE: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Petitioner: John Lees, foreign representative Chapter 15 Debtor: Priscilla Hwang Lee, Foreign Debtor aka Lee Priscilla Hwang aka Priscilla Lee House F., 102 Repulse Bay Road Hong Kong Chapter 15 Case No.: 09-21377 Chapter 15 Petition Date: November 24, 2009 Court: District of Massachusetts (Boston) Judge: Joan N. Feeney Chapter 15 Petitioner's Counsel: Andrew J. Gallo, Esq. Bingham McCutchen LLP One Federal St. Boston, MA 02110-1726 Tel: (617) 951-8000 Fax: (617) 951-8736 Email: andrew.gallo@bingham.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 PROPEX INC: Court Awards $10.8 Mil. in Professional Fees -------------------------------------------------------- The Bankruptcy Court awarded the final fee applications of five professionals in the Chapter 11 cases of Propex Inc., totaling $10,837,703 in fees and $593,291 in expenses: Professional Fee Period Fees Expenses ------------ ---------- ---------- -------- King & Spalding LLP 01/12/08- 08/24/09 $5,135,401 $352,185 Akin Gump Strauss 01/30/08- Hauer & Feld LLP 08/28/09 3,734,996 216,065 FTI Consulting, Inc. 01/31/08- 03/31/09 1,825,000 21,100 Miller & Martin PLLC 06/01/09- 08/31/09 40,674 1,162 Baker, Donelson, Bearman, 01/31/08- Caldwell & Berkowitz 08/31/09 101,632 2,779 The Court further awarded Akin Gump reimbursement, totaling $49,666, for expenses incurred by The Garden City Group Inc. fro the period from February 12, 2008 through August 28, 2009. The Court also awarded King & Spalding LLP fees totaling $13,666 and expenses totaling $1,395 for the period from August 25 to September 23, 2009. FTI Consulting, Inc., financial advisor to the Official Committee of Unsecured Creditors, submitted to the Court its first and final fee application for the period from January 31, 2008, through March 31, 2009. FTI seeks payment of fees, totaling $1,825,000, and reimbursement of expenses, totaling $21,100. In a separate filing, Baker, Donelson, Bearman, Caldwell & Berkowitz seeks allowance and payment of fees, totaling $101,632, and reimbursement of expenses, totaling $2,779, for the period from January 31, 2008, through August 31, 2009. Baker Donelson also seeks payment of $15,314, the unpaid portion of its approved fees and expenses, as an administrative expense. King & Spalding LLP, former bankruptcy counsel for the Debtors' estates, filed with the Court a supplement to its fifth and final fee application for the period from August 24, 2009, through September 23, 2009. King & Spalding supplements its Final Fee Application, seeking payment of $13,666 in fees and $1,395 as expense reimbursement. King & Spalding relates that a reduction of requested fees, totaling $1,995, is required due to a computer error in the July 2009 invoice, which misreported the rate of Mark Wege. The U.S. Trustee disputes the Final and Interim Applications of Akin, Gump, Strauss, Hauer & Feld, LLC, King & Spalding, LLP, and Miller & Martin, PLLC, to the extent that the Applications charge the estate for any matters relating to the drafting, discussing, formulating, docketing, servicing, copying or appearing in Court or any other matters relating to the Joint Liquidating Plan. The U.S. Trustee argues that the Plan-related services rendered by Akin Gump and Miller & Martin were more costly than achieving the same result under a conversion of the Debtors' cases to a Chapter 7 proceeding. According to the U.S. Trustee, its suggestion of a Chapter 7 conversion was ignored and counsel to the Debtors and the Official Committee of Unsecured Creditors chose a path that was both costly and inefficient in the Debtors' bankruptcy proceeding. About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The Company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex changed its name to Fabrics estate following the sale of substantially all of its assets to Xerxes Operating Company, LLC, and Xerxes Foreign Holding Corp. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROPEX INC: Liquidating Trustee Begins Omnibus Claims Objections ---------------------------------------------------------------- In his First Omnibus Objection to Claims, Eugene Davis, as liquidating trustee for and successor to Fabrics Estate Inc., Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation, Fabrics Estate International Holdings I Inc., and Fabrics Estate International Holdings II Inc., disputes the allowance of seven administrative expense claims asserted by these claimants: Claimant Claim No. Claim Amount -------- --------- ------------ Internal Revenue Service 613 $5,000,000 Virginia Department of Taxation 658 12,000 Tennessee Department of Revenue 674 205,997 Southeastern Freight Lines, Inc. 656 46,232 Georgia-Pacific Corrugated LLC 1 29,567 Metropolitan Life Insurance Co. 592 79,820 CDW Corporation 23 1,453 Mr. Davis asserts that: -- Claim Nos. 1 and 592 have been paid in full; -- Any liability with respect to Claims Nos. 613, 658, 674, and 656 have been assumed by Xerxes Operating Company LLC and Xerxes Foreign Holding Corp., pursuant to the terms of an Asset Purchase Agreement dated March 26, 2009; and -- CDW has not filed a motion with the Court requesting allowance of its administrative expense claim prior to the Administrative Bar Date. Accordingly, Mr. Davis asks the Court to disallow the Disputed Administrative Claims. A detailed list of the Administrative Claims is available for free at http://bankrupt.com/misc/Propex_1stOmnibus.pdf In his Second Omnibus Claims Objections, Eugene Davis, as liquidating trustee for and successor to Fabrics Estates Inc., Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation, Fabrics Estate International Holdings I Inc., and Fabrics Estate International Holdings II, Inc., asks the Court to expunge 20 claims for one or more of these reasons: -- The Claims have been satisfied in full; -- The Claims have been assumed and assigned to Xerxes Operating Company LLC and Xerxes Foreign Holding Corp under a certain Asset Purchase Agreement; -- The Claims have been assumed by Pension Benefit Guaranty Corporation; -- The Claims do not provide sufficient documentation; or -- The Debtors' books and records show no liability with respect to the Claims. A list of the 20 Claims to be Expunged is available for free at: http://bankrupt.com/misc/Propex_Omni2expunge.pdf The Liquidating Trustee also asks the Court to reclassify six claims, totaling approximately $60,000, as unsecured non-priority claims. The Trustee asserts that the Claims do not provide supporting documents as proof for the asserted secured status. A list of the Claims to be Reclassified is available for free at: http://bankrupt.com/misc/Propex_Omni2reclassify.pdf In his Third Omnibus Claims Objection, Eugene Davis, as liquidating trustee for and successor to Fabrics Estates Inc., Fabrics Estate Holdings Inc., Concrete Estate Systems Corporation, Fabrics Estate International Holdings I Inc., and Fabrics Estate International Holdings II, Inc., asks the Court to disallow and expunge in their entirety approximately 100 claims asserted by certain taxing agencies and individuals. Mr. Davis asserts that the Claims either: -- have been satisfied in full; -- have been amended and superseded; -- were assumed by Xerxes Operating Company LLC and Xerxes Foreign Holding Corp. pursuant to a sale agreement with respect to the Propex Inc. assets; -- were assumed by the Pension Benefit Guaranty Corporation; or -- lacks sufficient documentation. A list of the Claims to be Disallowed is available at: http://bankrupt.com/misc/Fabrics_3rdOmni.pdf PROPEX BANKRUPTCY NEWS provides definitive coverage of all omnibus claims objections filed by the Liquidating Trustee, the responses to those objections, and the Court's order in connection with the objections. About Propex Inc. Headquartered in Chattanooga, Tennessee, Propex Inc. -- http://www.propexinc.com/-- produces geosynthetic, concrete, furnishing, and industrial fabrics and fiber. It also produces primary and secondary carpet backing. Propex operates in North America, Europe, and Brazil. In Europe, the company has manufacturing facilities in Germany, Hungary and the United Kingdom. The Company and its debtor-affiliates filed for Chapter 11 protection on January 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249). The Debtors selected Edward L. Ripley, Esq., Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston, Texas, to represent them. The Official Committee of Unsecured Creditors tapped Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel. Propex changed its name to Fabrics estate following the sale of substantially all of its assets to Xerxes Operating Company, LLC, and Xerxes Foreign Holding Corp. Bankruptcy Creditors' Service, Inc., publishes Propex Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Propex Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) PROTOSTAR LTD: Satellite Asset Distribution Challenged ------------------------------------------------------ Unsecured creditors of ProtoStar Ltd. are looking to block company lenders from getting priority in the distribution of proceeds from a $210 million auctioned-off satellite, Law360 reports. 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. The Debtors have tapped UBS Securities LLC as investment banker and financial advisor. 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. QUESTEX MEDIA: Has Court Nod to Sell Assets to Senior Lenders ------------------------------------------------------------- Questex Media Group Holdings, Inc. announced November 25 that the U.S. Bankruptcy Court for the District of Delaware has approved the sale of its assets to a group of its senior lenders. The sale brings Questex to the final step in the company's balance sheet restructuring process, which will reduce the company's overall indebtedness and provide increased access to capital for on-going investments and development in the business. The Company and its senior lenders expect to close the sale and complete the company's emergence from Chapter 11 within days. Questex's operations will continue as usual through the closing of the sale and emergence. Questex Chief Executive Officer Kerry Gumas said, "We are now within days of emerging from Chapter 11 as a renewed company with an improved capital structure. I want to personally thank all of our committed employees, loyal customers and partners and our senior lenders for their commitment and support through the restructuring process. We have continued to produce our market- leading publications, digital media and events without interruption and we look forward to moving ahead as a stronger company able to invest in the future." About Questex Media Questex Media Group, Inc. -- http://www.questex.com/-- provides media and telecommunication services. The Debtors' media properties include 23 trade publications and 150 digital publications. The Company was formed in 2005 by Audax Group Inc, a private equity firm based in Boston, which bought business units from Advanstar Holdings Inc for $185 million. Questex Media and its affiliates filed for Chapter 11 on Oct. 5 (Bankr. D. Del. Lead Case No. 09-13423). James Stempel, Esq., and Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the Debtors in their restructuring efforts. The Debtors' investment bankers are Miller Buckfire & Co., LLC. The First Lien Steering Committee is being advised by legal counsel, Weil, Gotshal & Manges LLP; and investment bankers Imperial Capital, LLC. The Company says it has assets of $299 million against debts of $321 million as of the filing of its petition. RANCHER ENERGY: Gets Interim OK to Access GasRock Cash Collateral ----------------------------------------------------------------- The Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado authorized, on an interim basis, Rancher Energy Corp. to: -- use cash securing repayment of loans with GasRock Capital LLC until December 8, 2009; -- grant adequate protection to GasRock Capital. A second interim hearing on the Debtor's cash collateral motion is scheduled for December 7, 2009, at 11:00 a.m. (mountain time.) GasRock Capital LLC asserts first priority liens on substantially all prepetition assets of the Debtor. As reported in the Troubled Company Reporter on Nov. 9, 2009, the Debtor said that based on the value of its assets, GasRock is over-secured in the amount of no less than $3 million. 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. The TCR also reported that as adequate protection, GasRock is granted, among other things: -- a replacement lien on all postpetition accounts receivable; and -- adequate insurance coverage on personal property assets. The Debtor's authority to use cash collateral will terminate on December 8, 2009, or on the occurrence of a termination event. 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. RAYMOND CHO-MIN LEE: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Petitioner: John Lees, foreign representative Chapter 15 Debtor: Raymond Cho-Min Lee, Foreign Debtor aka Lee Raymond Cho-Min aka Lee Cho-Min Raymond aka Raymond Lee House F., 102 Repulse Bay Road Hong Kong Chapter 15 Case No.: 09-21367 Chapter 15 Petition Date: November 24, 2009 Court: District of Massachusetts (Boston) Judge: Joan N. Feeney Chapter 15 Petitioner's Counsel: Andrew J. Gallo, Esq. Bingham McCutchen LLP One Federal St. Boston, MA 02110-1726 Tel: (617) 951-8000 Fax: (617) 951-8736 Email: andrew.gallo@bingham.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 READER'S DIGEST: Bankruptcy Court to Approve Plan Outline --------------------------------------------------------- U.S. Bankruptcy Judge Robert Drain said he will approve the disclosure statement explaining the proposed Chapter 11 plan of reorganization of Reader's Digest Association Inc., subject to some revisions. According to Bloomberg News, changes requested by the judge include wording that would outline the maximum pay for some executives. "I believe it is worthwhile to have the plan go out for a vote," Judge Drain said at a hearing Tuesday. With the approval, the Debtors can send the Plan to creditors for voting, and can step through the judge that it has complied with the statutory requisites for plan approval under 11 U.S.C. Sec. 1129 at the confirmation hearing, which is scheduled for January 15. Absent any modifications, the Plan would reduce funded debt by 75% to $555 million while providing a 53% to 63% percent recovery to first-lien lenders owed $1.65 billion by giving them a new $300 million second-lien loan and all the new stock. Holders of unsecured trade claims will receive full recovery. Other general unsecured creditors are to receive a 2.5% to 2.7% recovery from a $3 million cash reserved for their $115 million in claims. Clean and blacklined copies of the Second Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/RDA_2ndAmended_Plan_Blacklined.pdf http://bankrupt.com/misc/RDA_2ndAmended_DS_Blacklined.pdf Objections to the Disclosure Statement Various parties submitted objections both to the Plan and the Disclosure Statement. The judge, however, only considered objections to the adequacy of the information in the Disclosure Statement and set aside plan confirmation objections for the confirmation hearing. The U.S. Trustee, an arm of the Justice Department, had argued the plan didn't give legal justification for releasing certain people from lawsuits, claims for damages or other liabilities. A group of retirees objected that their maximum recovery of 2.7% on their claims was unfair, since most trade creditors are being fully repaid. "While courts have upheld separate classification and treatment of unsecured creditors, where the debtor proves that there is a legitimate business reason supporting the classification, the extent of the unfair discrimination in the Plan is massive, and the treatment of unsecured creditors is grossly disproportionate, especially where the Debtors have offered no proof that the treatment is necessary, legitimate business reason supporting the classification, the extent of the unfair discrimination in the Plan is massive, and the treatment of unsecured creditors is grossly disproportionate, especially where the Debtors have offered no proof that the treatment is necessary," The RD Retirees Group complained. The RD Retirees Group represents about 300 employees, including executives and directors, whose stakes in retirement plans were classified as unsecured claims. The Official Committee of Unsecured Creditors complained that the plan process "continue to be on the bullet train of self-imposed timetables." It noted that the January confirmation hearing pursued by the Debtors is three months ahead of the deadline provided by the prepetition restructuring agreement with lenders, which is the backbone of the Plan. "Like the Red Ball Express, the Debtors intend to flatten all in their way, and steamroll any good faith effort by, among others, an estate fiduciary that attempts to slow the train of self- propelled emergence to examine a plan pursuant to which Ripplewood and the Debtors' other shareholders, who acquired their interests in a leveraged buyout just two and half . . . years ago, will receive broad releases under the Plan for no identifiable contribution," the Committee said. "To add insult to injury, in addition to these extremely broad (and the Committee would submit impermissible) releases, the same shareholders will also receive broad indemnification protections." The Bank of New York Mellon, indenture trustee with respect to 9% senior subordinated notes due 2017, in the principal amount of $600 million, and which asserts $628.2 million in unsecured claims on account of the notes, says the Plan is "patently uncomfirmable" as it would discriminate between three classes of unsecured creditors, each with the same legal entitlement to recovery in the cases -- Class 4 would receive 100% recovery in cash, Class 5 would receive a recovery of 2% to 3%, and Class 6 would receive nothing. No Meaningful Recovery for Unsec. Creditors In response to the objections, by unsecured creditors, Reader's Digest said, "With approximately $1.645 billion of prepetition secured debt (and new debtor-in-possession financing of $150 million) and an enterprise valuation of approximately $975 million ($1.05 billion on the high end), however, the reality of these cases is inescapable: under any reasonable metric, the value of the Debtors' business does not support a meaningful recovery to unsecured creditors," James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York, told Judge Drain. Although the Debtors are sympathetic to the challenges faced by the Official Committee of Unsecured Creditors, Mr. Sprayregen contended that the Committee fails to establish any legitimate grounds to delay solicitation of the proposed Plan. Among other things, the Debtors argued that: -- unresolved objections to the adequacy of the Disclosure Statement are without merit and should be overruled; -- premature Plan confirmation objections should not be considered at this time; -- the Plan does not discriminate unfairly in respect of unsecured creditors or violate the "gifting" doctrine; -- the Plan Releases are narrowly tailored, appropriate for the Chapter cases and permissible under applicable law; and -- objections to distributions related to proceeds from avoidance action are misplaced and should be overruled. * * * Judge Drain overruled the retirees' objections, saying they could be brought again at the January 15 confirmation hearing. ank of New York Mellon Corp. withdrew its objection. A trustee for Reader's Digest's pensions also withdrew its objection that the company's plan didn't disclose foreign pension obligations. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) READER'S DIGEST: Files 2nd Amended Reorganization Plan ------------------------------------------------------ The Reader's Digest Association, Inc., and its debtor affiliates delivered to Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York their Second Amended Joint Plan of Reorganization and accompanying Disclosure Statement on November 20, 2009. The Disclosure Statement Hearing is continued to November 24, 2009, at 2:30 p.m. On that same day, the Court commenced a hearing to consider the adequacy of Disclosure Statement. The Debtors, the Official Committee of Unsecured Creditors and The Readers' Digest Retiree Group previously agreed to move the originally set November 5 Disclosure Statement Hearing to November 20. The Debtors have also filed with the Court an amended proposed order approving the adequacy of the Disclosure Statement. A full-text copy of the Proposed Order is available for free at: http://bankrupt.com/misc/RDA_Proposed_Order_DS_111609.pdf In the event the Disclosure Statement is approved on or before November 30, 2009, the Confirmation Hearing will commence on January 15, 2010. Plan confirmation objections are due on December 30, 2009. Treatment of Claims Payment of statutory fees for the U.S. Trustee is added in the Debtors' treatment of claims and interests under the Second Amended Plan. The Debtors will pay all of the U.S. Trustee's quarterly fees under Section 1930(a)(6) of the Judicial and Judiciary Procedures Code, plus interest due and payable on all disbursements, including Plan payments and disbursements in and outside the ordinary course of the Debtors' businesses, until the entry of a Final Order, dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code. Pursuant to the Second Amended Plan, Holders of Allowed Class 4 Unsecured Claims Related to Operations are not entitled to postpetition interest, late fees or penalties on account of the Claims. Holders of Class 6 Senior Subordinated, who vote in favor of the Plan and are either (i) an "Accredited Investor" or (ii) a "Qualified Institutional Buyer," as the terms are defined by Rule 501 of Regulation D promulgated under the Securities Act and by Rule 144A promulgated under the Securities Act, are eligible to participate in the Rights Offering. No other distributions will be made to Class 6 under the Plan. Class 6 is impaired and entitled to vote to accept or reject on the Plan. To the extent any Class 10 Intercompany Claims are compromised, in no event will the beneficiary receive less than it would have received if it were a Class 5 Other General Unsecured Claim. The Debtors estimate that the aggregate amount of Allowed Intercompany Claims was approximately $70 million as of the Petition Date. The Second Amended Plan reveals that the Debtors' investment bankers are in the process of exploring potential opportunities to refinance. Compensation Programs The Creditors' Committee argues that the Debtors should provide the terms of the proposed Management Incentive Plan, the Variable Compensation Plan and the Enterprise Value Maximization Plan immediately so that all voting constituencies have an ample opportunity to review. The Debtors say they will disclose the terms of the proposed Management Incentive Plan, the Variable Compensation Plan and the Enterprise Value Maximization Plan by filing the plans in the Plan Supplement. The Plan Supplement will be filed no later than 19 days prior to the Voting Deadline. The Debtors submit that this provides ample opportunity for voting constituencies to review prior to voting to accept or reject the Plan. Reader's Digest sponsors The Reader's Digest Association, Inc. Retirement Plan, which is a defined benefit pension plan in which most domestic employees of the Debtors are entitled to participate. As of June 30, 2009, the estimated projected benefit obligation under the Retirement Plan was $406 million and the estimated market value of assets was approximately $510 million. As of the Petition Date, the Debtors assure the Court and parties- in-interest that the Retirement Plan was over-funded and the Debtors do not owe any prepetition amounts on account of the plan. Pension of Foreign Affiliates Certain of the Debtors' foreign Affiliates sponsor pension plans in their respective jurisdictions. In certain jurisdictions, the plans are severely underfunded. For instance, the Debtors reveal, the pension plan sponsored by The Reader's Digest Association Limited, a non-Debtor foreign subsidiary, had an estimated deficit of approximately GBP109 million or US$181.9 million as of March 31, 2009, which deficit may have increased since then. The Debtors dispute that any basis exists for the United Kingdom regulatory authorities to exercise their extraterritorial jurisdiction to seek contribution or financial support from any of the U.S. Debtors or their non-Debtor foreign subsidiaries outside the United Kingdom. To the extent claims are validly asserted against any of the U.S. Debtors and are ultimately deemed allowed, those claims could substantially dilute recoveries in Class 5 Other General Unsecured Claims. The Debtors received a preliminary letter dated October 30, 2009, providing notice that the UK Pension Regulator is currently investigating whether to commence regulatory action seeking a Financial Support Direction under Section 43 of the Pensions Act 2004 against Reader's Digest and certain of its affiliates, some of which are also Debtors in the Chapter 11 cases. The Debtors say that they have looked into the factual circumstances that would give rise to the kind of moral hazard claims that applicable pension authorities could bring, and do not believe it would be a reasonable exercise of the power to bring the Claims or Causes of Action in light of the relevant factual matrix. Because the Debtors believe that the potential liability of the U.S. parent related to the underfunded assets in the U.K. Pension scheme is remote, the Debtors do not expect valid claims against any of the U.S. Debtor entities that would substantially dilute recoveries to general unsecured claims in Class 5. Debtor Releases The Debtor Releases section under the Second Amended Plan is modified to add the Debtors' assertion regarding the importance of the proposed releases. The Debtors believe that the releases of the Released Parties are critically important to the success of the Plan, which embodies the settlement of certain claims with the Debtors' primary stakeholders and reflects and implements the concessions and compromises made by the parties to the Restructuring Support Agreement. The Debtors contend that each of the Released Parties afforded value to the Debtors and aided in the reorganization process. They Debtors add, among other things, that the Released Parties played an integral role in the formulation of the Plan and have expended significant time and resources analyzing and negotiating the issues presented by the Debtors' prepetition capital structure. A subsection is also added providing that nothing in the Confirmation Order or the Plan will effect a release of any Claim by the United States Government or any of its agencies or any state and local authority whatsoever, including any Claim arising under the Internal Revenue Code, the environmental laws or any criminal laws of the United States or any state and local authority against the Released Parties. Other Provisions A subsection is added to the Second Amended Plan regarding delivery of distributions to Holders of Allowed Claims. The Creditors' Committee argues that based on the valuation of the Reorganized Debtors and the Debtors' Business Plan, the Debtors have most likely been undervalued in the Plan. The Debtors, however, stand by the valuation. Clean and blacklined copies of the Second Amended Plan and Disclosure Statement are available for free at: http://bankrupt.com/misc/RDA_2ndAmended_Plan.pdf http://bankrupt.com/misc/RDA_2ndAmended_Plan_Blacklined.pdf http://bankrupt.com/misc/RDA_2ndAmended_DS.pdf http://bankrupt.com/misc/RDA_2ndAmended_DS_Blacklined.pdf Plan-Related Deadlines Pursuant to an agreed order signed by Judge Drain, these deadlines will apply to discovery relating to the Plan: -- all demands for written discovery and deposition notices for fact and expert witnesses must be served by November 13, 2009; -- all parties will exchange expert reports and provide available dates of experts for depositions no later than November 25, 2009; -- all depositions of fact witnesses must be completed by December 14, 2009; -- all depositions of expert witnesses must be completed by December 18, 2009; -- parties will not prepare or exchange rebuttal expert reports; and -- all parties will exchange exhibit lists, final witness lists and deposition designations by January 8, 2010. About The Reader's Digest Association RDA is a global multi-brand media and marketing company that educates, entertains and connects audiences around the world. The company builds multi-platform communities based on branded content. With offices in 44 countries, it markets books, magazines, and music, video and educational products reaching a customer base of 130 million in 78 countries. It publishes 94 magazines, including 50 editions of Reader's Digest, the world's largest-circulation magazine, operates 65 branded Web sites generating 22 million unique visitors per month, and sells 40 million books, music and video products across the world each year. Its global headquarters are in Pleasantville, N.Y. Reader's Digest said that as of June 30, 2009, it had total assets of $2.2 billion against total debts of $3.4 billion. Reader's Digest, together with its 47 affiliates, filed for Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529). Kirkland & Ellis LLP has been engaged as general restructuring counsel. Mallet-Prevost, Colt & Mosle LLP has been tapped as conflicts counsel. Ernst & Young LLP is auditor. Miller Buckfire & Co, LLC, is financial advisor. AlixPartners, LLC, is restructuring consultant. Kurtzman Carson Consultants is notice and claims agent. The Official Committee of Unsecured Creditors is tapping BDO Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as investment banker and Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. Bankruptcy Creditors' Service, Inc., publishes Reader's Digest Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Reader's Digest and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: LLC Trustee Seeks Final Allowance Of $28MM Commission ---------------------------------------------------------------- Albert Togut asks Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York to award him a statutory commission in the amount of $28 million for services he rendered and to be rendered as the Chapter 7 trustee for the estate of Refco LLC. In a 104-page application filed with the Court, Mr. Togut explains that as Chapter 7 Trustee, his goal is to marshal and distribute to creditors the maximum possible amount of money. He notes that he had to work fast to keep Refco LLC together for its sale as a going concern by operating the LLC business after the sale of assets to Man Financial Inc., and time and again, brought a businessman's approach and skills to solving the many problems presented in the administration of the LLC estate. Mr. Togut adds that he has managed the bankruptcy estate of one of the biggest futures commission merchants in the world. Section 326 of the Bankruptcy Code provides for payment of a percentage commission, rather than an hourly fee, to give a bankruptcy trustee an incentive to collect every last possible dollar, Mr. Togut relates. The direct creditors of Refco LLC were paid in full more than two years ago and on top of that, the other Refco entities have been paid more than $800 million, including $120 million on account of the Credit Line Loan owed to Refco Capital LLC, Mr. Togut points out. Mr. Togut notes that these distributions, totaling $4,336,900,000, have been made through September 30, 2009: Customer Securities $2,598,900,000 Customer Cash 204,800,000 Customer Name Securities 589,000,000 Intercompany Claim Payments 655,900,000 RCC Credit Line Loan Payment 120,600,000 Executory Contract Cure Payments 39,000,000 Rogers Claim Settlement 30,000,000 Sale Proceeds to Other Refco Entities 33,800,000 Rent 10,500,000 Other Operating Expenses 10,200,000 Prepetition Vendor Claims 14,200,000 Professional Fees 24,300,000 Trustee Bond Premium 4,200,000 Omni Claims Management 700,000 Mr. Togut emphasizes that upon his appointment as Chapter 7 Trustee, he, among other things: -- tracked down and took possession of significant assets of the Chapter 7 Debtor's estate, invested the estate's funds safely and at minimal cost while earning a higher rate of interest, and negotiated with Citibank, N.A., the depository holding the estate's funds, to obtain highly favorable treatment of the estate's cash, and obtained unique concessions; -- implemented a comprehensive strategy for addressing claims against Refco LLC; -- investigated customer claims that had been asserted against the Chapter 7 Debtor's estate, and examined the appropriate treatment of the claims; -- entered into compromise resolving approximately $3 billion in claims against the Chapter 7 Debtor for almost two- thirds less than their asserted amount and paved the way for 100% distributions to all holders of timely filed non- affiliate claims against Refco LLC; and -- reviewed and analyzed more than 800 executory contracts, including 750 broker agreements, to which Refco LLC was a party. According to Mr. Togut, at his own expense, he retained "the most qualified, independent experts" to review his application for compensation. Specifically, he engaged the services of (i) Jerry Patchan, a former bankruptcy judge and national director of the United States Trustee Program who served as the chairman of the Fee Committee in the cases of Enron Corp., and (ii) John Silas Hopkins III, a partner with large law firms in Boston and Cleveland, to review his work to determine an appropriate compensation allowance. In an expert report on the Togut Application, Messrs. Patchan and Hopkins unanimously opined, based on their independent judgment, that "it is entirely appropriate that Mr. Togut be compensated for his services as trustee in this case in an amount substantially in excess of the figure produced by multiplying his recorded hours by his regular hourly billing rates." Messrs. Patchan and Hopkins specified that in the analysis of Mr. Togut's commission, they engaged: (i) the "traditional approach" of examining the time reasonably required, an appropriate hourly rate for services of the quality performed, and adjustment for performance and results either above or below the level expected of a trustee at that hourly rate; and (ii) the "commission approach" prescribed by the amendments to Chapter 7 Trustee compensation pursuant to the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. Messrs. Patchan and Hopkins have also taken into account the "unique estate augmentations" produced by the Trustee's extraordinary reduction of expenses of administration through innovative and unique techniques. "In performing a compensation analysis we are acutely aware that the statutory standard involves a judgment that will almost invariably result in a range of figures rather than a single figure," Messrs. Patchan and Hopkins contended. "A reasonable commission for the services of Mr. Togut as Chapter 7 Trustee, without regard to any element of bonus, would be within the range from $14,560,000 to $28,331,250. The commission approach, as modified, which should be weighted more heavily, yields a figure of $28,331,250," Messrs. Patchan and Hopkins reported. A full-text copy of Mr. Togut's Application for Commission is available for free at: http://bankrupt.com/misc/RefcoLLC_FeeAppTogut.pdf Messrs. Patchan and Hopkins' report detailing their review and recommendation relating to Mr. Togut's Application is available for free at http://bankrupt.com/misc/Patchan&HopkinsReport.pdf The Court will convene a hearing on December 16, 2009, to consider approval of Mr. Togut's Application. Objections, if any, must be filed by December 11. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Plan Admin. Wants June Claims Objection Deadline ----------------------------------------------------------- The Plan Administrators of Refco, Inc., and its affiliates ask the Court to further extend the deadline within which they may file objections to general prepetition and administrative claims, through and including June 7, 2010. The current Claims Objection Deadline will expire on December 5, 2009. Steven Wilamowsky, Esq., at Bingham McCutchen, LLP, in New York, relates that the Plan Administrators have made great strides toward the resolution of claims in Refco's Chapter 11 cases. He specifies that more than 14,700 filed claims, in addition to more than 8,300 unfiled claims, have been addressed by orders of the Court or voluntary withdrawal. In addition, approximately 61 claims are currently the subject of objections or other responses and requests pending before the Court and should therefore, be subject to prompt resolution, he notes. According to Mr. Wilamowsky, approximately four "unobjected-to claims" remain outstanding for resolution, of which the Plan Administrators have completed an initial level of analysis. The Claims remain outstanding pending (1) analysis of potential avoidance issues, (2) current ongoing or proposed settlement discussions, or (3) current ongoing arbitration proceedings. In addition, the Plan Administrators believe that all administrative claims have been resolved. However, they seek to further extend the Administrative Claims Objection Deadline in the event not all administrative claims have been fully resolved. The Plan Administrators aver that an extension of the Claims Objection Deadline will afford them sufficient time to analyze potential avoidance issues, complete pending or proposed settlement discussions, and avoid inadvertent allowance of an invalid claim or administrative expense by lapse of time. Extending the Claim Objection Deadline is not sought for purposes of delay and will not prejudice any claimants because the claimants will retain any substantive defenses to any claim objections that are filed, the Plan Administrators maintain. Judge Drain will convene a hearing on December 4, 2009, to consider the Debtors' request. Objections, if any, must be filed on or before December 4. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) REFCO INC: Stipulation Resolving Refco LLC Trading Accounts Issues ------------------------------------------------------------------ In October 2002, Refco LLC sued Nicholas Avello, NTA, Inc., and certain other parties before the Circuit Court of Cook County, in a proceeding entitled Refco, LLC v. Risk Management Int'l, et al., in which LLC sought to recover certain unpaid debit balances from the Defendants in connection with their commodity trading accounts. The Defendants thereafter commenced arbitration proceedings against Refco LLC before the National Futures Association, asserting certain claims against Refco LLC relating to their commodity trading accounts. However, by virtue of the Refco LLC's Chapter 7 filing, the Litigation was stayed. Subsequent to the Court's modification of the automatic stay in February 2007, the Court proceeded litigating the NFA Arbitration Proceedings and, thereafter, denied the Defendants' request. Upon engaging in negotiations, the Chapter 7 Trustee and the Defendants reached a resolution to their claims pursuant to a settlement agreement under Rule 9019 of the Federal Rules of Bankruptcy Procedure. The Settlement Agreement essentially provides that: (a) the Chapter 7 Trustee will withdraw and dismiss with prejudice all claims asserted against the Defendants in the Litigation, and the Defendants will withdraw and dismiss with prejudice, all claims asserted against the Chapter 7 Trustee in the Litigation and the arbitration proceedings; and (b) with the exception of any claim to enforce the settlement payment or any other provision of the Settlement Agreement, the Chapter 7 Trustee and the Defendants will exchange mutual releases. Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago, Illinois, relates that although Refco LLC has asserted claims against the Defendants, the Defendants have also asserted claims against the Debtor. Thus, it is possible that continued litigation of the claims could result in an outcome less favorable than the "walkaway" deal set forth under the Settlement Agreement. In addition, the litigation necessary to resolve the claims asserted by the Chapter 7 Trustee and the Defendants would require additional attorney time and could involve extensive and expensive discovery and preparation, Mr. Lazar points out. He avers that the Settlement is in the best interests of the Chapter 7 Debtor's creditors as it will avoid unnecessary delay and uncertainty caused by continuing the Litigation. The Chapter 7 Debtor asks the Court to approve its stipulation with the Avello Defendants. About Refco Inc. Headquartered in New York, Refco Inc. -- http://www.refco.com/-- is a diversified financial services organization with operations in 14 countries and an extensive global institutional and retail client base. Refco's worldwide subsidiaries are members of principal U.S. and international exchanges, and are among the most active members of futures exchanges in Chicago, New York, London and Singapore. In addition to its futures brokerage activities, Refco is a major broker of cash market products, including foreign exchange, foreign exchange options, government securities, domestic and international equities, emerging market debt, and OTC financial and commodity products. Refco is one of the largest global clearing firms for derivatives. The Company has operations in Bermuda. The Company and 23 of its affiliates filed for Chapter 11 protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05- 60006). J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Milbank, Tweed, Hadley & McCloy LLP, represented the Official Committee of Unsecured Creditors. Refco reported US$16.5 billion in assets and US$16.8 billion in debts to the Bankruptcy Court on the first day of its Chapter 11 cases. The Court confirmed the Modified Joint Chapter 11 Plan of Refco Inc. and certain of its Direct and Indirect Subsidiaries, including Refco Capital Markets, Ltd., and Refco F/X Associates, LLC, on December 15, 2006. That Plan became effective on Dec. 26, 2006. Pursuant to the plan, RJM, LLC, was named plan administrator to reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner as plan administrator to Refco Capital Markets, Ltd. Bankruptcy Creditors' Service, Inc., publishes Refco Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by Refco Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) RENEE FERESI: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Renee Feresi 1072 Dover Ln Ventura, CA 93001 Bankruptcy Case No.: 09-14950 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court Wester Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: James G. Allen, Esq. 275 E Hillcrest 105 Thousand Oaks, CA 91360 Tel: (818) 735-7000 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 According to the schedules, the Company has assets of $6,068,137 and total debts of $591,434. A full-text copy of the Debtor's petition, including a list of its 2 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/cacb09-14950.pdf RENT-A-CENTER INC: Moody's Upgrades Corp. Family Rating to 'Ba2' ---------------------------------------------------------------- Moody's Investors Service upgraded Rent-a-Center, Inc.'s, Corporate Family Rating to Ba2 from Ba3. In addition, Moody's upgraded the company's senior secured bank ratings to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%). Moody's also affirmed the company's Ba3 Probability of Default Rating and assigned new ratings to the extended portion of the company's bank credit facilities. The outlook is stable. Ratings upgraded are: -- Corporate Family Rating to Ba2 from Ba3 -- $400 million guaranteed senior secured revolver, due 7/13/2011, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%) -- $725 million guaranteed senior secured term loan B, due 6/30/2012, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%) -- $200 million guaranteed senior secured term loan A, due 6/20/2011, to Ba1 (LGD 2, 25%) from Ba2 (LGD 3, 39%) Ratings assigned; -- $400 million guaranteed senior secured revolver, due 9/30/2013, rated Ba1 (LGD 2, 25%) -- $82.5 million guaranteed senior secured term loan A, due 9/30/2013, rated Ba1 (LGD 2, 25%) -- $284.1 million guaranteed senior secured term loan B, due 3/31/2015, rated Ba1 (LGD 2, 25%) Ratings affirmed -- Probability of Default ratings of Ba3 The outlook is stable. The ratings upgrade is primarily driven by Moody's increasing to 65% its assumed family recovery rate in the event of default from its prior 50% assumption. This change was prompted by changes in the company's capital structure -- including the repayment of $300 million in senior unsecured debt. This leaves the company with an all-bank capital structure. "The action also recognizes that the company has improved its debt protection metrics despite weaker operating performance as it has materially reduced its debt levels" stated Bill Fahy, Senior Analyst. The Ba2 Corporate Family Rating reflects RCII's reasonable debt protection measures, adequate liquidity, and leading position in the consumer rent-to-own industry. However, credit concerns include deterioration in operating performance due in part to RCII's challenges in adapting to the recent shift in its customer base and product mix. Moody's also remain concerned about pending legislation, such as the Consumer Finance Protection Act which could have an impact on RCII's business model. The stable outlook reflects Moody's expectation that debt protection metrics will continue to improve despite weaker operating performance as management continues to focus on debt reduction. The outlook also reflects Moody's view that liquidity will remain adequate. The affirmation of the Ba3 Probability of Default rating reflects RCII's repayment of its $300 million senior unsecured bonds resulting in an all first lien bank capital structure and Moody's use of a 65% versus a 50% family recovery rate. Moody's also assigned new ratings to the extended portion of the company's proposed amended and extended credit facility. The portion of the facilities not being extended will be adjusted to reflect the reduced amounts outstanding. Moody's last rating action for RCII occurred on October 4, 2006, when the company's Corporate Family Rating was downgraded to Ba3 from Ba2 with a stable outlook. Rent-A-Center, Inc, with headquarters in Plano, Texas operates the largest chain of consumer rent-to-own stores in the U.S. with 3,004 company operated stores located in the U.S., Canada, and Puerto Rico. Rent-A-Center also franchises 213 rent-to-own stores that operate under the "ColorTyme" banner. Annual revenues are approximately $2.8 billion. REVLON INC: RCPC Unit Completes 9-3/4% Senior Notes Offering ------------------------------------------------------------ Revlon Consumer Products Corporation, Revlon, Inc.'s wholly owned operating subsidiary, successfully completed on November 23, 2009, its offering, pursuant to an exemption from registration under the Securities Act of 1933, as amended, of $330,000,000 aggregate principal amount of 9-3/4% Senior Secured Notes due 2015. The 9-3/4% Senior Secured Notes were priced on November 13, 2009 and were issued to investors at a price of 98.900%. The 9-3/4% Senior Secured Notes were issued pursuant to an Indenture, dated as of November 23, 2009, by and among RCPC, Revlon, Inc., RCPC's domestic subsidiaries, which also currently guarantee RCPC's Term Loan Agreement and Multi-Currency Credit Agreement and U.S. Bank National Association, as trustee. The Guarantors have issued guarantees of RCPC's obligations under the 9-3/4% Senior Secured Notes and the Indenture on a senior secured basis. The 9-3/4% Senior Secured Notes and the Guarantees are secured pursuant to a Second Amended and Restated Pledge and Security Agreement, dated as of November 23, 2009, by and among RCPC, the Guarantors and Citicorp USA, Inc. (as collateral agent). The holders of the 9-3/4% Senior Secured Notes and the Guarantees will have certain registration rights pursuant to a Registration Rights Agreement, dated as of the Closing Date, by and among RCPC, the Guarantors and Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. as representatives of the several initial purchasers. The 9-3/4% Senior Secured Notes will mature on November 15, 2015. Interest on the 9-3/4% Senior Secured Notes will accrue at 9-3/4% per annum, paid every six months on May 15 and November 15, with the first interest payment due on May 15, 2010. The 9-3/4% Senior Secured Notes and the Guarantees will be secured: -- together with the Multi-Currency Secured Obligations (on an equal and ratable basis), by a second-priority lien on the collateral that is subject to a first-priority lien securing the obligations under RCPC's bank term loan agreement and other permitted liens; and -- by a third-priority lien on the collateral that is subject to a first-priority lien securing the obligations under RCPC's bank revolving credit agreement, a second-priority lien securing the Term Loan Secured Obligations and other permitted liens. Additional discussion on the 9-3/4% Senior Secured Notes due 2015 is available at no charge at http://ResearchArchives.com/t/s?4a66 About Revlon Based in New York, Revlon, Inc. (NYSE: REV) -- http://www.revloninc.com/-- is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirants/deodorants and beauty care products company. The Company's vision is to provide glamour, excitement and innovation to consumers through high-quality products at affordable prices. Websites featuring current product and promotional information can be reached at http://www.revlon.com/ http://www.almay.com/and http://www.mitchumman.com/ The Company's brands, which are sold worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R), Charlie (R), Gatineau(R) and Ultima II (R). At September 30, 2009, Revlon had $802.0 million in total assets against total current liabilities of $315.2 million, long-term debt of $1.147 billion, long-term debt - affiliates of $107.0 million, long-term pension and other post-retirement plan liabilities of $209.3 million, other long-term liabilities of $66.1 million, resulting in $1.04 billion in stockholders' deficiency. At September 30, 2009, the Company had a liquidity position of $173.2 million, consisting of cash and cash equivalents (net of any outstanding checks) of $59.7 million, as well as $113.5 million in available borrowings under the 2006 Revolving Credit Facility. ROCK-TENN CO: S&P Raises Corporate Credit Rating From 'BB+' ----------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Rock-Tenn Co. to 'BBB-' from 'BB+'. At the same time, S&P removed all ratings from CreditWatch, where they were placed with positive implications on Nov. 12, 2009. The outlook is stable. S&P also affirmed the 'BBB-' issue-level rating on the company's secured bank credit facilities and raised the issue-level ratings on the company's secured notes due 2011 and 2013 to 'BBB-', the same as the corporate credit rating, from 'BB+'. In addition, S&P raised the rating on the company's senior unsecured notes due 2016 to 'BB+' from 'BB-'. The unsecured notes are rated one notch below the corporate credit rating because the amount of priority liabilities that rank ahead of the notes exceeds S&P's threshold for notching issue ratings under its corporate ratings criteria for investment-grade companies. With the upgrade to investment grade, S&P also withdrew all recovery ratings. "The upgrade recognizes the company's good track record of steadily reducing debt following sizable acquisitions and improved cash flow levels," said Standard & Poor's credit analyst Andy Sookram. The stable outlook reflects S&P's expectation that, despite its assumptions for rising input costs in the next few quarters, the company's good product mix, improved operating margins, and good cash flow levels should allow Rock-Tenn to maintain credit measures consistent with the 'BBB-' rating. S&P's rating and outlook incorporate a 2% increase in revenues, but a 15% drop in EBITDA due to cost pressures. Specifically, S&P expects adjusted debt to EBITDA will likely be below 3x, with FFO to debt of about 25%. S&P's ratings also factor in its view that Rock-Tenn will maintain a financial policy consistent with an investment-grade rating. S&P could lower the ratings if the company's credit measures weaken from current levels as a result of weaker-than-expected operating performance or a more aggressive financial policy relative to shareholder returns or growth initiatives. Specifically, this could occur if EBITDA declines by more than 30% and debt to EBITDA is above 3.5x on a sustained basis. S&P could raise the ratings if market conditions improve more than S&P expects, resulting in meaningfully higher sales volume and selling prices, which more than offset input cost pressures, resulting in debt to EBITDA of around 2x and FFO to debt of over 35% on a sustained basis. ROOSEVELT LOFTS: BoA Wants Chapter 11 Case Terminated ----------------------------------------------------- Eric Richardson at blogdowntown.com says that Bank of America asked a federal court judge to end the Chapter 11 reorganization of Roosevelts Loft, a move that would allow the bank to foreclose its $80 million loan on a property. Mr. Richardson adds the bank is also asking to end the company's request to sell units. The bank said the court should not allow the company's case to linger at the expense of creditors, Mr. Richardson notes. Based in Los Angeles, California, Roosevelt Lofts LLC is a luxury condominium project in downtown Los Angeles. The company filed for Chapter 11 protection on April 13, 2009 (Bankr. C.D. Calif. Case No. 09-14214). David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, represents the Debtor. In its petition, the Debtor listed assets of between $100 million and $500 million, and debts of between $50 million and $100 million. ROTHSTEIN ROSENFELDT: Scott Rothstein Loses Law License ------------------------------------------------------- According to Miami Herald, the Florida Supreme Court entered a one-page order disbarring Scott Rothstein. Mr. Rothstein, 47, had voluntarily submitted paperwork to the Florida Bar to surrender his law license earlier this month after news broke of his alleged fleecing of investors in his legal-settlement deals. Scott Rothstein, co-founder to Rothstein Rosenfeldt, has been suspected of running a multimillion-dollar Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9 that Mr. Rothstein, the firm's former chief executive officer, sold investments in non-existent legal settlements. Mr. Rothstein hasn't been charged criminally by U.S. authorities, who continue to investigate the case. Miami Herald says in a separate report that the Florida Bar has opened investigations into four attorneys at Scott Rothstein's now defunct law firm. The attorneys are Stuart Rosenfeldt, cofounder and co-owner of the Rothstein Rosenfeldt Adler law firm in Fort Lauderdale, Russell Adler, David Boden and Grant Smith, said bar spokesman Francine Walker. About Rothstein Rosenfeldt Creditors of Rothstein Rosenfeldt Adler PA signed a petition to send the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors say they are owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. SAN PASQUAL: Moody's Affirms Corporate Family Rating at 'B2' ------------------------------------------------------------ Moody's Investors Service affirmed San Pasqual Casino Development Group, Inc's ratings, including its B2 Corporate Family Rating, while assigning a B2 rating to the company's proposed senior note add-on issuance of $35 million due 2013. The rating outlook is stable. The net proceeds from the new notes will be used to fund a portion of a $72 million hotel project which is scheduled to open in the first half of 2011. The terms of the proposed issue will be identical to the company's existing $180 million 8.0% senior notes due 2013 which are rated B2. In addition, the company will enter into a 3-year $10 million senior secured term loan facility (not rated) to fund purchase of additional new Class III slot machines. While the add-on note issuance and the Furniture and Furniture & Equipment term loan would increase the company's overall funded debt by $45 million, the affirmation reflects Moody's expectation that San Pasqual's proforma financial leverage will be consistent with its current B2 rating. San Pasqual's B2 CFR is also supported by company's solid operating performance in a challenging economic environment. Its gaming revenues continued to grow (though at a slower pace ) despite the impact of recession, driven by casino expansion in the past years (including more slot machines on the floor), continued marketing and promotional activity and favorable competitive position in Valley View Casino's primary market. Although Moody's is mildly concerned about the declining average spend per guest and eroded margin, the guest visitation in Valley View Casino has remained strong and the addition of more Class III machines should fuel near-term growth. The stable outlook anticipates that San Pasqual will maintain a leverage ratio not exceeding 4.5 times and adequate liquidity in the intermediate term. Furthermore, the parity between the B2 corporate family rating and B2 senior note rating assumes that San Pasqual will not utilize the $20 million carve-out for senior secured debt under the indenture in any significant manner other than $10 million senior secured FF&E term loan. The term loan does not contain financial covenants and accounts less than 5% of the total debt structure. Material amounts of senior secured debt in the capital structure would likely result in a downward rating pressure on the senior notes. The rating action is: Rating assigned: -- $35 million add-on 8% Senior Notes Due 2013 B2 (LGD4, 66%) Ratings affirmed: -- Corporate family rating B2 -- Probability of default rating B1 -- $180 million 8% Senior Notes due 2013 B2 (LGD4, 66%) Rating outlook: stable Moody's last rating action on San Pasqual occurred on January 25, 2008 when its ratings were affirmed. The San Pasqual Development Group, Inc., was formed under the law of the San Pasqual Band of Mission Indians ("the Tribe") to oversee the development, financing, construction, operation, and management of Valley View Casino, which opened in April 2001. SEMGROUP LP: CCAA Court Sanctions Canadian Debtors' Plans --------------------------------------------------------- Honorable Justice B.E.C. Romaine of the Court of Queen's Bench of Alberta, in the Judicial District of Calgary, Canada, sanctioned on October 26, 2009, the plan of distribution of SemCanada Energy Company, A.E. Sharp Ltd. and CEG Energy Options, Inc.; plan of arrangement and reorganization of SemCanada Crude Company; and plan of arrangement and reorganization of SemCanada Crude Company pursuant to Section 6 of the Canadian Companies' Creditors' Arrangement Act. The CCAA Plans have been agreed to by a majority of the affected creditors' class created under the CCAA Plans in conformity with Section 6 of the CCAA. A majority of the Affected Creditors represents at least two-thirds in value of the Voting Claims of (i) the ordinary creditors who actually voted on the resolution approving the Plan at the Creditors' Meeting and (ii) the Secured Lenders and the Noteholder Creditors who actually voted on the resolution approving SemGroup, L.P., et al.'s Fourth Amended Joint Plan of Reorganization in their Chapter 11 cases. SemCAMS Plan Under the SemCAMS Plan, New US Inter-Company Promissory Notes will: (i) be deemed to evidence debt obligations of SemCAMS for the principal balances outstanding under SemCanada II Inter- Company Debt, SemCrude Inter-Company Debt and SemGroup Inter-Company Debt; (ii) be issued by SemCAMS prior to the point in time in the U.S. Debtors' Chapter 11 cases when the U.S. Debtors transfer to SemGroup, L.P., all of their outstanding obligations related to secured claims and unsecured claims that are being discharged pursuant to the U.S. Debtors' Fourth Amended Joint Plan of Reorganization and prior to the amalgamation; (iii) have a fair market value equal to its principal amount; and (iv) remain outstanding after the Plan Implementation Date and not be compromised by the Plan. The New US Inter-Company Promissory Notes will rank pari passu and will be indebtedness which will, in the event of insolvency or winding up of SemCAMS from and after the Plan Implementation Date, be subordinate in right of payment to all obligations, liabilities and indebtedness of SemCAMS owed to any person. Moreover, the obligations owing to SemCAMS to SemCanada II, SemCrude, L.P., and SemGroup with respect to unpaid interest accruing up to and including the Plan Implementation Date pursuant to the SemCanada II Inter-Company Debt, the SemCrude Inter-Company Debt and the SemGroup Inter-Company Debt, will rank pari passu, and the unpaid interest accruing up to and including the Plan Implementation Date pursuant to the intercompany debts will be indebtedness which will, in the event of the insolvency and winding up of SemCAMS, be subordinate in right of payment to all obligations owed by SemCAMS to any person. SemCAMS is authorized to execute a SemCanada Crude Secured Promissory Note and grant a Promissory Note Security in exchange for receiving a SemCanada Crude Advance. The Promissory Note Security is subordinate to the New Company Security Agreements and any secured granted with respect to the Second Lien Term Loan Facility. Pursuant to the Plan SemCAMS is authorized to undertake these actions, including: * payment to Ernst & Young, LLP, the Court-appointed monitor of SemCanada Crude Company and its affiliates' CCAA proceedings from the SemCanada Crude Advance an aggregate amount equal to the Secured Creditors' Pool and the Ordinary Creditors' Pool pursuant to an irrevocable authorization and direction from SemCAMs; * make payments or establish adequate reserves to be held by the Monitor for any accrued amounts not yet due on behalf of the unaffected creditors with unaffected plan closing claims in full satisfaction and discharge of these claims; and * remittance to SemCanada Crude the outstanding amounts of all cash deposits or prepayments made by SemCAMs prior to the Plan Implementation Date with respect to: -- power, utilities and other supplies; and -- any other cash deposits or prepayments made prior to the Plan Implementation Date in a manner that is not consistent with the ordinary course of SemCAMS' business as conducted prior to the Petition Date. SemCAMS will be authorized to remit to SemCanada Crude the proceeds from the collection of the accounts receivable that are owed to SemCAMS from inlet producers that have been outstanding for more than 60 days as of the Plan Implementation Date after deducting the fees and costs incurred by SemCAMS on a solicitor and own client full indemnity basis to resolve any disputes with respect to these accounts receivable. After the final distribution by the Monitor to the Ordinary Creditors, any remaining balance in the Ordinary Creditors' Pool will be paid by the Monitor, on behalf of SemCAMS, to SemCanada Crude as partial payment of the SemCanada Crude Secured Promissory Note or if that promissory note has been satisfied, to SemCanada Crude as a partial repayment of the New US Inter- Company Promissory Notes. Moreover, if the aggregate of all unclaimed or uncashed distributions exceeds C$25,000, SemCAMS is authorized to pay to SemCanada Crude as a repayment in whole or in part of the SemCanada Crude Secured Promissory Note or if that promissory note has been satisfied, to SemCanada Crude as a repayment in whole or in part of the New US Inter-Company Promissory Notes. After the Plan Implementation Date, New Holdco will monitor the capital structure of SemCAMS, and may cause each of its subsidiaries to cooperate with each other in structuring, planning or implementing any reorganization of the business, operations, assets or shareholdings of SemCAMS to capitalize any or all inter-company debts owing by the Company to an affiliate other than the inter-company debts pursuant to and evidenced by the SemCanada Crude Secured Promissory Note and the portion of or interest in the SemCrude Promissory Note which is assigned to SemCanada Crude. SemCanada Crude Plan Pursuant to the Plan, SemCrude Intercompany Debt will be indebtedness which will in the event of the insolvency or winding down of SemCAMS from and after the implementation date of the Plan, be subordinate in right of payment to all obligations, liabilities and indebtedness of SemCrude owed to any person. Moreover, SemCanada Crude is authorized to effectuate these transactions under the Plan: (a) pay to the Monitor an amount equal to the Secured Creditors' Pool and the Ordinary Creditors' Pool; (b) make payments or establish adequate reserves to be held by the Monitor for any accrued amounts not yet due on behalf of the Unaffected Creditors with Unaffected Plan Closing Claims, including payment of the Lenders' Secured Claim; and (c) make the SemCAMS Advance to SemCAMs in exchange for the receipt of a SemCAMS Secured Promissory Note and a Promissory Note Security. SemCanada Crude will be and is hereby deemed to: -- reduce that portion of the principal amount outstanding under the SemCrude Intercompany Debt that is equal to the lesser of (i) the amount of the Lenders' Secured Claim and (ii) the principal amount outstanding under the SemCrude Intercompany Debt; and -- assign to SemCanada Crude that portion of the SemCrude Promissory Note that is equal to the balance of the Lenders' Secured Claim; in satisfaction, settlement, release and discharge of SemCanada Crude's right of indemnity against SemCrude resulting from the payment by the Company of the Lenders' Secured Claim in accordance with the Plan provided that after its assignment of that portion of the SemCanada Crude Promissory Note, the portion held by the Company will have recourse solely to amounts to be paid by SemCAMS pursuant to the SemCAMS Plan. Subject to the New Lenders Credit Agreement and the New Company Security Agreements, SemCanada Crude will not assign the SemCrude Promissory Note to any Person without the prior consent of Bank of America, N.A. on behalf of the Secured Lenders and unless that Person agrees to be bound by the terms of subordination. SemCanada Crude is authorized to execute the New Lenders Credit Agreement and the New Company Security Agreements and to grant the security interests contemplated by the New Company Security Agreements, which will be subordinate to the Administrative Charge and those amounts, if any, that are to be remitted to BofA, on behalf of the Secured Lenders. SemCanada Crude will be authorized to execute the Second Lien Term Loan Facility and related documents contemplated by the U.S Plan. SemCanada Energy Entities SemCanada Energy, A.E. Sharp and CEG Energy are authorized to take all actions necessary to effectuate their Plan of Distribution, including: (a) payment to the Monitor equal to (i) the Secured Creditors' pool and (ii) C$2,000,000, which is to be deposited into the ordinary creditors' pool; and (b) making payments or establish adequate reserves to be held by the Monitor for any accrued amounts not yet due on behalf of the unaffected creditors with unaffected plan closing claims, including payment of the Lenders' Secured Claims in full satisfaction and release of the Unaffected Plan Closing Claims. SemCanada Energy will be authorized and directed to pay Ernst & Young Inc. as trustee C$50,000, which will be allocated by Ernst & Young among the bankruptcy estates of SemCanada Energy, A.E. Sharp and CEG Energy. Only the amount of $50,000 paid by SemCanada Energy to Ernst & Young as trustee will vest in the trustee in bankruptcy and no other property will vest in the trustee in bankruptcy of SemCanada Energy, A.E. Sharp and CEG Energy. SemCanada Energy, A.E. Sharp and CEG Energy are individually authorized to file an assignment in bankruptcy. In addition, each of the charges except for the administration charge will be terminated, discharged and released on the Plan Implementation Date solely as against the Canadian Debtors and their present and future property. Justice Romaine also appointed Ernst & Young Inc. as trustee in the bankruptcy cases of the Canadian Debtors. All Affected Claims of any nature against each of the Canadian Debtors, including the affected claims of the Secured Lenders and the Noteholder Creditors and the obligations under the SemCAMS Inter-Company Debt, will be forever released. The ability of any person to proceed against the Canadian Debtors with respect to any Affected Claims will be forever discharged and restrained, and all proceeding arising from the Affected Claims are permanently stayed, subject only to the right of Affected Creditors to receive the distributions pursuant to the Plan in respect of the Affected Claims. In addition, all liens, including all security registrations against the Canadian Debtors will be deemed discharged and extinguished. Moreover, upon receipt by the Monitor of the Secured Creditors' Pool and the Ordinary Creditors' Pool, the Monitor is authorized to hold the Secured Creditors' Pool and the Ordinary Creditors' Pool in escrow for the benefit of the Secured Creditors and the Ordinary Creditors. On the Plan Implementation Date, the Monitor will be authorized to establish and maintain a disputed claims reserve from the ordinary creditors' pool. Moreover, Ernst & Young will (i) act as agent to collect the accounts receivable of the SemCanada Energy, A.E. Sharp and CEG Energy and realize upon other property pursuant to the Plan; and (ii) perform its obligations under the Plan to facilitate the implementation of the Plan. Ernst & Young as agent will remit the net receivable proceeds to the Monitor and apply the Net Receivable Proceeds in this manner: (a) the ordinary creditor allocation will be deposited into the Ordinary Creditors' Pools, which funds will be distributed by the Monitor in accordance with the Plan; (b) 80% of the Net Receivable Proceeds until the Ordinary Creditor Allocation has been fully funded and thus 100% of the Net Receivable Proceeds will be paid to BofA, on behalf of the Secured Lenders pursuant to the Plan; and (c) Ernst & Young will provide BofA with periodical reports regarding the collection and realization of the Property, including the accounts receivable of SemCanada Energy, A.E. Sharp and CEG Energy. Subject to further order of the Canadian Court, Justice Romaine ruled that the stay of proceedings with respect to the Canadian Debtors is extended through and including the Plan Implementation Date. The Canadian Debtors are also directed to make payments to Her Majesty in Right of Canada or any Province with respect of Crown Priority Claims, if any, within six months of the entry of the Plan Sanction Order. Moreover, Justice Romaine clarified that any rights or claims of Bank of Montreal and its affiliates and SemCanada Energy, A.E. Sharp and CEG Energy; SemCAMS, and SemCanada Crude Company with respect to: (a) the reserve held by the Monitor pursuant to a settlement letter date August 5, 2008; (b) the existing deposits and future deposits in the bank accounts pursuant to the Settlement Agreement; and (c) the balances in the Bank Accounts prior to 9:11 p.m. on July 24, 2008, to the extent of any and all setoff effected by Bank of Montreal with respect to the Bank Accounts and the International Swap Dealers Association Inc. Master Agreement with Seminole Canada Energy Company as of March 14, 2005; are reserved and will not be affected by the CCAA Plans or the Sanction Order. Full-text copies of the Plan Sanction Orders are available for free at: * http://bankrupt.com/misc/semgroup_semcanadasanctionorder.pdf * http://bankrupt.com/misc/semgroup_semcrudesanctionorder.pdf * http://bankrupt.com/misc/semgroup_semcamssanctionorder.pdf Subsequently, at SemCAMS and SemCanada Crude's request, Justice Romaine entered on November 6, 2009, a CCAA Plan and Plan Sanction Amendment Order to reflect these amendments to the SemCAMS Plan, among others: (i) replace definition of SemGroup Inter-Company Debt to mean: the debt due and owing by SemCAMS to SemGroup in the principal amount of $33,090,660 together with unpaid interest accruing up to and including the Plan Implementation Date; (ii) as it relates to the principal amount of $43,639,036, $171,062,500 and $33,090,660 owing by SemCAMS to SemCanada II, SemCrude and SemGroup new term promissory notes will be issued by SemCAMs to each of SemCanada II, SemCrude and SemGroup, which term promissory notes will be deemed to evidence debt obligations of SemCAMS for the principal balances outstanding under the SemCanada II Inter-Company Debt, the SemCrude Inter-Company Debt and the SemGroup Inter-Company Debt and which will remain outstanding after the Plan Implementation Date; (iii) declare that: (a) the New US Inter-Company Promissory Notes will be deemed to evidence debt obligations of SemCAMS for the principal balances outstanding under SemCanada II Inter-Company Debt, the SemCrude Inter-Company Debt and the SemGroup Inter-Company Debt; (b) the fair market value of the New US Inter-Company Promissory Notes will be equal to the principal amount; and (c) the New US Inter-Company Promissory Notes will remain outstanding after the Plan Implementation Date and not be compromised by the Plan. In light of the amendments, Justice Romaine ruled that the SemCAMS Plan is accepted for filing. Moreover, Justice Romaine ruled that SemCanada Crude Plan is deemed to be amended by inserting this modified language: * SemCanada Crude will be deemed to: -- reduce that portion of the principal amount outstanding under the SemCanada Crude Inter-Company Debt that is equal to the lesser (i) the amount of the Lenders' Secured Claim and (ii) the principal amount outstanding under the SemCrude Inter-Company Debt; and the principal amount outstanding under the SemCrude Inter-Company Debt; and -- assign to SemCanada Crude that portion of the SemCrude Promissory Note that is equal to the Lenders' Secured Claim in satisfaction, release and discharge of SemCanada Crude's right of indemnity against SemCrude resulting from the payment by SemCanada Crude of the Lenders' Secured Claim in accordance with the SemCanada Crude Plan. In support of SemCAMS and SemCanada Crude's request, Glenn Schneider, controller of SemCAMS, told the Canadian Court that the changes to the SemCAMS Plan serve to cure errors and ambiguities and are not materially adverse to the financial or economic interests of the Affected Creditors. * * * Judge Shannon of the United States Bankruptcy Court for the District of Delaware on October 28, 2009, gave full force and effect to the Plan Sanction Orders with respect to SemCAMS, SemCanada Crude and SemCanada Energy, A.E. Sharp and CEG Energy entered by the Canadian Court. Canadian Monitor Reports Updates Ernst & Young, LLP, the Court-appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act provided on October 23, 2009: * an update on restructuring events that have occurred under SemGroup, L.P.'s Chapter 11 cases and SemCanada Crude Company, SemCAMS ULC, SemCanada Energy Company, A.E. Sharp Ltd., CEG Energy Options, Inc., 3191278 Nova Scotia Company, and 1380331 Alberta ULC; * an overview of the CCAA Plans, including a summary of the conditions precedent in each CCAA Plan; * the results of the Canadian Creditors' Meeting on October 8, 2009 and the voting results by the Secured Lenders and Noteholder Creditors; * an update on matters relevant to the CCAA proceedings; and * the Monitor's recommendations. The Monitor pointed out that SemCAMS' and SemCanada Crude's CCAA Plans must take effect on the same date as the implementation of SemGroup's Fourth Amended Joint Plan of Reorganization to allow the SemCanada Group to exit CCAA protection contemporaneously with the U.S. Debtors emerging from the U.S. Proceedings. SemCanada Energy, A.E. Sharp and CEG Energy's joint Plan of Distribution is subject to similar conditions except that its implementation will not impact or jeopardize the collective restructuring outcome of SemCAMS, SemCanada Crude and the U.S. Plan. Moreover, the Monitor disclosed that a majority of the affected creditors in each CCAA Plan representing 66.76% in value voted in favor of the CCAA Plans. The Monitor explained that a certain number of Disputed Claims were admitted for voting purposes at each Creditors' Meeting. The final resolution of these Disputed Claims will not change in favorable outcome of the voting results on the CCAA Plans given the immaterial number and value of the Claims in question, the Monitor said. Thus, the Monitor maintained that the CCAA Plans are fair and equitable and offer the Affected Creditors a distribution that is better than any alternative, including liquidation. The Monitor disclosed that it received certain correspondence from Fortis Capital Corp. and Fortis Bank SA/NV's legal counsel, Goodmans LLP, advising that Fortis has reached a settlement with the U.S. Debtors regarding the treatment of certain of Fortis' claims against the U.S. Debtors and the Canadian Debtors arising from financial transactions entered into among the parties. The Monitor said that if, among other things, the Fortis Settlement is not approved by the Bankruptcy Court, Fortis may assert an unsecured claim for $225 million against SemEnergy as an Ordinary Creditor for participation in any distributions under the SemEnergy Plan. A full-text copy of the Monitor's Report dated October 23, 2009, is available for free at: http://bankrupt.com/misc/semgroup_Oct23MonitorReport.pdf About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Crown Energy Wants Trial on Treatment of Claim ----------------------------------------------------------- Crown Energy Company asks the Court to conduct a trial on the issue of the treatment of its claim under SemGroup L.P.'s Fourth Amended Plan of Reorganization, and to the extent necessary, conduct additional evidentiary hearing. In the alternative, Crown Energy asks the Court to alter or amend the Plan Confirmation Order pursuant to Rule 59(e) of the Federal Rules of Civil Procedure in either event to address the issues it raised in its Plan Confirmation Objection. Pursuant to Rule 7030 of the Federal Rules of Bankruptcy Procedure, Crown Energy informed the Court that it will conduct an oral examination of these persons on November 25, 2009: * Gary Navarro * Mike Traylor * Tim Nye In response, the Official Producers' Committee asked the Court to quash the Deposition Notices. On behalf of the OPC, Norman L. Pernick, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, argued that Crown Energy has no right to attempt to discover new evidence in support of Crown Energy's motion for re-trial because that motion is only allowed upon newly discovered evidence, intervening changes in controlling law, or to prevent manifest injustice. Crown Energy has not claimed or proven these categories, he pointed out. He further asserted that the Court already dismissed what Crown Energy alleged as manifest injustice when the Debtors' Fourth Amended Joint Plan of Reorganization was confirmed. In addition, the Deposition Notices impose undue burden, expense and oppression on the OPC, as the deposition is scheduled to take place in a distant location on the day before Thanksgiving, a major travel day, he insisted. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Samson Entities Want Amendments to Plan Order ---------------------------------------------------------- Samson Resources Company, Samson Lone Star, LLC, and Samson Contour Energy E&P, LLC, jointly ask the Court to amend the order, entered October 28, 2009, confirming the Debtors' Fourth Amended Joint Plan of Reorganization pursuant to Rule 60 of the Federal Rules of Civil Procedure. Gary M. McDonald, Esq., at Doerner, Saunders, Daniel & Anderson, L.L.P., in Tulsa, Oklahoma, relates that despite its representations to the Court at the confirmation hearing that nothing in the so-called "tender settlements" was adjudicating the issue of whether the Court has jurisdiction over producers' claims against downstream purchasers, it has recently filed pleadings in pending actions by Samson asserting just the opposite. Mr. McDonald argues that given J. Aron's construction of the terms and conditions of the tender settlements, as embodied in the Confirmation Order, it is clear that the Confirmation Order is (1) inconsistent with (a) J. Aron's statements on the record at the confirmation hearing and (b) the Court's intent in approving the settlement and (2) ambiguous on the issue of whether the Court has subject-matter jurisdiction over producers' claims against downstream purchasers. For these reasons, the Samson Entities ask the Court to strike Sections 42(t), 65(b), 66(b) and 67(b) of the Confirmation Order. Striking these provisions will allow the Confirmation Order to conform to the clear intent of the Court, which was to leave the issue open for determination by the Court or a court of competent jurisdiction. Luke Oil Company, C&S Oil/Cross Properties, Inc., Wayne Thomas Oil and Gas and William R. Earnhardt Company, individually and on behalf of all similarly situated persons, join in the Samson Entities' request. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SEMGROUP LP: Targets Bankruptcy Exit by November 30 --------------------------------------------------- SemGroup L.P. is preparing to emerge from Chapter 11 protection by November 30, 2009, Tulsa World reported on November 20, 2009, citing SemGroup's lead bankruptcy counsel, Martin Sosland, Esq., Weil, Gotshal & Manges, LLP, in Dallas, Texas, during a hearing before Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware According to Mr. Sosland, signatures of lenders to SemGroup's $500 million exit financing are expected to be obtained prior to Thanksgiving, Tulsa World noted. The exit facility documents were posted to various exit lenders in mid-November and comments are already being circulated, Mr. Sosland told Judge Shannon. As part of the Plan, SemGroup has obtained a commitment for a $500 million exit financing facility from a syndicate of lenders, including BNP Paribas, Bank of America, N.A., and Calyon London Branch. SemGroup obtained an order confirming its Fourth Amended Plan of Reorganization on October 28, 2009. About SemGroup L.P. SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream service company that provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids and refined products. Services include purchasing, selling, processing, transporting, terminalling and storing energy. SemGroup serves customers in the United States, Canada, Mexico and Wales. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-11525). John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors in their restructuring efforts. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on November 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court of its Fourth Amended Plan of Reorganization on October 28, 2008. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the Chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SOUTHEAST BANKING: Wants Plan Effective Date Extended 'Til Dec. 31 ------------------------------------------------------------------ Jeffrey H. Beck, as Chapter 11 trustee for the estate of Southeast Banking Corporation, asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the deadline for the occurrence of the effective date of the Third Amended Chapter 11 Plan of Reorganization for SEBC until December 31, 2009. This is the third request for extension of the effective date. The trustee tells the Court that SCS, the estate's investment banker, is still engaged in discussions with at least one major financial institution that expressed significant interest in entering into a transaction similar to the transaction to be implemented under the Plan, it is uncertain at this point whether this or any other financial institution would consummate a transaction. At the same time, however, the trustee and his professionals will begin preparing a contingency plan for disposition of the remaining estate assets and winding up of the case that could be implemented in the event that no alternative transaction comes to fruition. Further, the trustee and his professionals will consult with the Indenture Trustees and bondholders concerning the alternatives available and the selection of the alternative that must be proposed for going forward with the disposition and wind up. Summary of the Transaction As reported in the Troubled Company Reporter on August 3, 2009, the Plan proposes to rehabilitate SEBC and certain of its non- debtor subsidiaries by recapitalizing SEBC through an investment of $1.639 billion by Modena 2004-1 LLC, an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc., and reorganizing SEBC into SEBC Financial Corporation, with a new holding company, SEBC Holdings, LP. SEBC Holdings will own 60% of the common stock of Reorganized SEBC and a new subsidiary, SEBC Real Estate, LLC, that will acquire and hold SEBC's real estate-owning subsidiaries. The equity investment would be utilized by Reorganized SEBC to purchase equity securities from a newly formed special purpose vehicle to be established on or after the Closing Date. About Southeast Banking Southeast Banking Corp. was the holding company of Southeast Bank, N.A., and its sister institution, Southeast Bank of West Florida, and the direct or indirect parent of a number of subsidiary corporations and affiliates, active and inactive, which at various times conducted substantial business throughout the State of Florida and beyond. The businesses of SEBC and its affiliates consisted of banking, real estate investment and development, insurance, mortgage banking, venture capital, and asset investment. At the time of their failure the Banks had total assets of $10.5 billion and total deposits of $7.6 billion. Most of the assets were with SEBNA, which had 218 of the combined 224 branches and all but $100 million of the assets. Together, the two banks had approximately 6,200 employees, operating exclusively in Florida. On September 20, 1991, Southeast Bank filed a voluntary petition under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 91-14561). Southeast Bank, N.A., was seized by federal regulators while Southeast Bank of West Florida was seized by state regulators on September 19, 1991. On September 20, 1991, SEBC's board of directors voted to authorize the filing of a voluntary Chapter 7 petition, and then promptly resigned along with all of SEBC's officers. Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's liquidation proceeding. This bankruptcy case was converted to Chapter 11 on September 17, 2007, almost sixteen years after its initial filing. SPRINT NEXTEL: Completes Virgin Mobile Merger Transaction --------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Irvine, California-based homebuilder Standard Pacific Corp. to positive from developing on improving order trends and more manageable near-term maturities. At the same time, S&P affirmed its 'CCC+' corporate credit rating on the company, as well as its ratings on the company's senior unsecured notes. "S&P revised its outlook on Irvine, California-based homebuilder Standard Pacific Corp. to positive from developing after the company released its third-quarter results, which indicated that demand for the company's homes continues to firm," said Standard & Poor's credit analyst James Fielding. "The company also recently completed a seven-year note offering and tendered for most of its near-term senior unsecured debt maturities. However, S&P's 'CCC+' rating continues to reflect longer-term risks associated with a capital structure that remains very highly leveraged." The positive outlook acknowledges that the risk of payment default has diminished following the company's recent capital-market transactions and that S&P would consider raising its rating on the company in the near term if conditions in its housing markets continue to stabilize. S&P would raise its rating on Standard Pacific to 'B-' if it appears to us that the company will realize modest top-line growth through opportunistic investments, while maintaining its recently strengthened gross margins and sufficient cash holdings to repay rolling two-year maturities. In S&P's opinion, a downgrade is unlikely in the near term barring an unanticipated second deep downturn in the nation's housing market. STANDARD PACIFIC: S&P Gives Positive Outlook; Keeps 'CCC+' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Irvine, California-based homebuilder Standard Pacific Corp. to positive from developing on improving order trends and more manageable near-term maturities. At the same time, S&P affirmed its 'CCC+' corporate credit rating on the company, as well as its ratings on the company's senior unsecured notes. "S&P revised its outlook on Irvine, California-based homebuilder Standard Pacific Corp. to positive from developing after the company released its third-quarter results, which indicated that demand for the company's homes continues to firm," said Standard & Poor's credit analyst James Fielding. "The company also recently completed a seven-year note offering and tendered for most of its near-term senior unsecured debt maturities. However, S&P's 'CCC+' rating continues to reflect longer-term risks associated with a capital structure that remains very highly leveraged." The positive outlook acknowledges that the risk of payment default has diminished following the company's recent capital-market transactions and that S&P would consider raising its rating on the company in the near term if conditions in its housing markets continue to stabilize. S&P would raise its rating on Standard Pacific to 'B-' if it appears to us that the company will realize modest top-line growth through opportunistic investments, while maintaining its recently strengthened gross margins and sufficient cash holdings to repay rolling two-year maturities. In S&P's opinion, a downgrade is unlikely in the near term barring an unanticipated second deep downturn in the nation's housing market. STANT PARENT: Wants Ch. 11 Plan Filing Extended Until January 25 ---------------------------------------------------------------- Stant Parent Corporation 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 acceptances of the Plan until January 25, 2010, and March 26, 2010. The Debtors propose a hearing on the motion on December 10, 2009, at 10:00 a.m. Objections, if any, are due on December 3, 2009, at 4:00 p.m. The Debtors exclusive period to file a Chapter 11 Plan expired on November 24, 2009, and their solicitation period expires on January 25, 2010. 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. TRIBUNE CO: Lenders Propose to Reorganize Media Assets ------------------------------------------------------ The Credit Agreement Lenders, a group of lenders holding $4.4 billion principal amount of senior secured debt under the Trubine Company Senior Secured Credit Agreement dated May 17, 2007, ask the Bankruptcy Court to deny Tribune's request for a March 31 extension of its exclusive period to propose a Chapter 11 plan. The Lenders say that they have proposed a reorganization plan for the subsidiary debtors -- the entities that actually operate the Debtors' various businesses -- in which all known claims other than those arising under the Credit Agreement would be paid in full or unimpaired, with holders of Credit Agreement claims voluntarily taking a combination of debt and equity in satisfaction of their claims against the Subsidiary Debtors. The Los Angeles Times' Michael Oneal says the group owns $4.4 billion of the $8.2 billion in loans Tribune Chairman Sam Zell used to take the company private in 2007. LA Times says the group is composed of a large number of hedge funds and other investment firms, including Angelo, Gordon & Co., Oaktree Capital Management, Goldman Sachs Group Inc. and Kohlberg Kravis Roberts & Co. LA Times says absent from the group are big lenders to the Zell deal that also own the senior debt, including JPMorgan Chase & Co. and Merrill Lynch & Co. According to counsel, Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, the Subsidiary Debtor reorganization would produce two incontrovertible benefits: * First, it would enable the operating businesses to exit bankruptcy rapidly, removing the ongoing harm to those businesses occasioned by these lengthening proceedings. * Second, it would constrain disputes over the Leveraged ESOP Transactions to the case of parent-entity Tribune, whose creditors (and whose creditors alone) are the only constituents agitating for the "protracted litigation" feared by the Debtors. See, e.g., Adelphia Recovery Trust v. Bank of America, NA., 390 B.R. 80,92-97 (S.D.N.Y. 2008) (dismissing fraudulent conveyance and avoidance actions where plan or reorganization pays creditors of the subsidiary debtors in full). JPMorgan Chase Bank N.A., agent for Tribune's prepetition senior lenders, also opposes an extension, noting that the lender group should be allowed to pursue their own plan. The Chapter 11 cases of Tribune have been delayed to due to the probe in connection with its 2007 buyout. The Law Debenture Trust Company of New York, as successor indenture trustee for 18% of the senior notes issued by Tribune, has asked for a probe and discovery relating to Tribune's $13.8 billion leveraged buyout led by Sam Zell in December 2007. The Creditors Committee is examining potential causes of action by the estate, noting that the transaction -- where Tribune incurred $11.2 billion in secured debt -- did not benefit Tribune, which filed for bankruptcy just a year after the LBO. Their proposal "would enable the operating businesses to exit bankruptcy rapidly, removing the ongoing harm to those businesses," the Credit Agreement Lenders said. LA Times says the Court will take up the matter at a hearing in Delaware on December 1. LA Times says Tribune declined to comment Tuesday. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08- 13141). The Debtors proposed Sidley Austion LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Tribune Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TRUMP ENTERTAINMENT: Beal Opposes Donald Trump-Noteholders Deal --------------------------------------------------------------- Secured creditor Beal Bank, which was previously working with shareholder Donald Trump and management of Trump Entertainment Resorts Inc. for a plan that would wipe out unsecured creditors, is opposing a settlement reached by Donald Trump with noteholders, Steven Church at Bloomberg News reports. A deal by Beal Bank and Donald Trump had agreed to a $100 million investment that would give them control of the Company upon emergence from bankruptcy. Mr. Trump, however, announced last week that he and his daughter would support a competing plan from noteholders. "After Mr. Trump's announcement, Beal Bank reevaluated the posture of these cases, with a focus on maximizing its recovery," Beal Bank attorneys said in court papers filed November 25. According to Bloomberg, the bank said it would pursue its own plan for Trump Entertainment, in which it would convert the $486 million it is owed to equity in the three casinos the company owns. Beal Bank vs. Unsec. Creditors In July 2009, Trump Entertainment management filed a Chapter 11 plan built around the proposed sale of the company to shareholder Donald Trump. Under the original plan, Donald J. Trump and BNAC, Inc., an affiliate of Beal Bank Nevada, will invest $100 million cash in the newly private company and become its owners. The original plan provides for a 94% recovery for Beal Bank, the secured creditor, and a wipe-out for lower ranked creditors. The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes Due 2015 filed a competing plan, which allows second lien noteholders and general unsecured claimants to have distributions in the form of 5% of the new common stock and subscription rights to acquire 95% of the new common stock. In September, Judge Judith Wizmur approved a request by the noteholders of an examiner to investigate the Company's decision to endorse a Chapter 11 plan backed by shareholder Donald Trump. The bondholders urged a probe as to whether the board acted in good faith as unsecured creditors will be wiped out under Donald Trump's plan while he would retain control of the Company. On November 16, Donald Trump sent a letter to the Company terminating their purchase agreement with BNAC, which was the backbone of the management-sponsored Plan. Mr. Trump said he has exercised his rights to terminate the deal on various grounds including as a result of the appointment of an examiner in the Company's Chapter 11 cases and as a result of the confirmation hearing in the bankruptcy cases being scheduled for after January 15, 2010, which is the deadline in the Purchase Agreement for confirmation of the Company's plan of reorganization. Mr. Trump and daughter Ivanka Trump, which own shares in Trump Entertainment, have also entered into an agreement with the holders of 61% of the partnership's outstanding 8.5% Senior Secured Notes due 2015. Under the deal, Mr. Trump and his daughter Ivanka have agreed to support the Chapter 11 plan proposed by the noteholders and permit the Company to continue to use the Trump name in connection with the Company's three casinos. Pursuant to such agreement, Mr. Trump will receive 5% of the new common stock in the Company to be issued under such noteholders' proposed Chapter 11 plan of reorganization and warrants to purchase up to an additional 5% of such common stock. Neither Beal Bank, the Company's senior lender, nor the Company, however, are parties to the settlement agreement among Mr. Trump and such noteholders. 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. TXCO RESOURCES: Sues Delta Petroleum Over Oil Leases ---------------------------------------------------- Law360 reports that TXCO Resources Inc. has filed suit against Delta Petroleum Co. and predecessor Castle Exploration Co. Inc., claiming they forfeited their rights to two oil and gas leases and must transfer those rights to TXCO. TXCO Resources Inc. is an independent oil and natural gas enterprise with interests in the Maverick Basin of Southwest Texas, the Fort Trinidad area of East Texas, the onshore Gulf Coast region and the Marfa Basin of Texas, the Midcontinent region of Western Oklahoma and willow Gulf of Mexico waters. The Company's business strategy is to acquire undeveloped mineral interests and internally develop a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. The Company accounts for its oil and natural gas operations under the successful efforts method of accounting and trade its common stock under the symbol "TXCOQ.pk." The Company and its subsidiaries filed for Chapter 11 protection on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807). The Debtors hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at Cox Smith Matthews Incorporated, as general restructuring counsel; Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts counsel; Albert S. Conly as chief restructuring officer and FTI Consulting Inc. as financial advisor; Goldman, Sachs & Co. as financial advisor for assets sale; Global Hunter Securities, LLC, as financial advisors and investment bankers; and Administar Services Group LLC as claims agent. Gardere Wynne Sewell LLP represents the Committee. VERASUN ENERGY: Dyer & Berens LLP Files Class Action Lawsuit ------------------------------------------------------------ Dyer & Berens LLP has filed a class action lawsuit in the United States District Court for the Southern District of New York on behalf of purchasers of the common stock of VeraSun Energy Corp. between March 12, 2008, and September 16, 2008, inclusive, seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act"). The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Specifically, the complaint alleges that defendants failed to disclose the following adverse facts, among others: (i) VeraSun was, in part, a speculative commodities trader in addition to an ethanol producer; (ii) VeraSun engaged in speculative and risky derivate transactions that exposed the Company to substantial financial and liquidity risk; (iii) VeraSun experienced substantial losses on speculative derivative transactions causing margin pressures on the Company; (iv) as a result of margin pressures from bad speculative derivative transactions, the Company sold out of a large short position in corn and incurred substantial losses; (v) the Company entered into highly risky "accumulator" contracts that obligated VeraSun to purchase increasing amounts of corn after the price of corn fell in price per bushel; and (vi) VeraSun's financial condition and especially its liquidity were negatively impacted as a result of speculative commodity transactions, ultimately causing the Company to file for bankruptcy. On September 16, 2008, VeraSun announced that it commenced a public offering of 20 million shares of its common stock to raise money for "general corporate purposes." The true purpose of this public offering was to raise capital in an effort to prevent a disastrous impact from the huge losses experienced by the Company as a result of its speculative trading and risky bets on the price of corn. In response to the Company's announcement on September 16, 2008, shares of the Company's stock fell $3.81 per share, or 70%, from a close of $5.22 per share before the announcement, to close at $1.41 per share on September 17, 2008, on extremely heavy trading volume. Plaintiff seeks to recover damages on behalf of VeraSun investors. The plaintiff is represented by Dyer & Berens LLP, which has expertise in prosecuting investor class actions involving financial fraud. The firm's extensive experience in securities litigation, particularly in cases brought under the Private Securities Litigation Reform Act, has contributed to the recovery of hundreds of millions of dollars for aggrieved investors. About VeraSun Energy Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp. -- http://www.verasun.com/or http://www.VE85.com/-- produces and markets ethanol and distillers grains. Founded in 2001, the company has a fleet of 16 production facilities in eight states, with 14 in operation. The Company and certain affiliates filed for Chapter 11 protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606). Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents the Debtors in their restructuring efforts. AlixPartners LLP serves as their restructuring advisor. Rothschild Inc. is their investment banker and Sitrick & Company is their communication agent. The Debtors' claims noticing and balloting agent is Kurtzman Carson Consultants LLC. The Debtors' total assets as of June 30, 2008, was $3,452,985,000 and their total debts as of June 30, 2008, was $1,913,214,000. VeraSun closed on April 1, 2009, the sale of substantially all of its assets to Valero Renewable Fuels, a subsidiary of Valero Energy Corporation, North America's largest petroleum refiner and marketer. Valero paid $350 million for the ethanol production facilities in Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition to the Reynolds site. Valero also successfully bid $72 million for the Albert City facility and $55 million for the Albion facility. VeraSun also completed on April 9 the sale to AgStar Financial Services PCA of substantially all of the assets relating to the company's production facilities in Dyersville, Iowa; Hankinson, North Dakota; Janesville, Minnesota; Central City and Ord, Nebraska; and Woodbury, Michigan. AgStar released the USBE Subsidiaries from their obligations under $319 million of existing indebtedness and assumed certain liabilities relating to the AgStar Facilities. Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware confirmed on October 23, 2009, the Chapter 11 Plan of Liquidation filed by VeraSun Energy Corporation and its debtor affiliates VERMILLION INC: Files Plan, Offers to Return 100% to Creditors --------------------------------------------------------------- Vermillion, Inc. filed its Plan of Reorganization and Disclosure Statement November 24, 2009, with the U.S. Bankruptcy Court for the District of Delaware. A hearing to consider approval of the Disclosure Statement is presently scheduled for December 8, 2009, with the hearing on the confirmation of the Plan scheduled for January 7, 2010. The Plan calls for the Company to pay all claims in full. The Plan is expected, if approved, to allow holders of the Company's common stock to retain their equity interests in the Company Gail S. Page, Executive Chairperson of the Company's Board of Directors of the Company, said, "With the support of our equity holders and major creditor constituencies, we are looking forward to our expeditious emergence from Chapter 11 as a healthier and stronger company. A confirmed plan will ensure that we are able to focus on our launch of the OVA1(TM) Test, the first FDA-cleared blood test that, prior to surgery, can help physicians determine if a woman is at risk for a malignant pelvic mass." OVA1 is the first FDA-cleared laboratory test that can indicate the likelihood of ovarian cancer with high sensitivity prior to biopsy or exploratory surgery, even if radiological test results fail to indicate malignancy. "OVA-1, which we anticipate will ultimately improve survival rates among women afflicted with ovarian cancer," said Page. About Vermillion Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to the discovery, development and commercialization of novel high- value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion is based in Fremont, California. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Francis A. Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel. At September 30, 2008, the Debtor had $7,150,000 in total assets and $32,015,000 in total liabilities. VIRGIN MOBILE: Completes Sprint Nextel Merger Transaction --------------------------------------------------------- Sprint Nextel Corporation and Virgin Mobile USA, Inc., said on November 24, 2009, that they have completed their merger transaction. Sprint Mozart, Inc., a wholly owned subsidiary of Sprint Nextel, merged with and into Virgin Mobile with Virgin Mobile continuing as the surviving corporation in the Merger. Virgin Mobile has become a wholly owned subsidiary of Sprint Nextel. The Companies said the acquisition of Virgin Mobile USA strengthens Sprint's position in the growing prepaid segment by bringing together the iconic Virgin Mobile brand with Sprint's successful Boost Mobile business. Earlier on Tuesday, Virgin Mobile USA stockholders approved the transaction with Sprint. With this approval, all closing conditions for the transaction were met. "With continued growth in the U.S. prepaid segment, Sprint is further positioning itself as a leader," said Dan Hesse, Sprint CEO. "With Boost's continued success and the iconic Virgin Mobile brand under one umbrella, Sprint will offer customers value and flexibility with great devices running on a dependable network with great coverage." Virgin Mobile Credit Agreement In connection with the consummation of the Merger, Virgin Mobile has terminated its Senior Credit Agreement, dated July 19, 2006, as amended, restated, supplemented or otherwise modified, among Virgin Mobile USA, L.P., the lenders, JPMorgan Chase Bank, N.A., as administrative agent and other agents named therein, and its Subordinated Credit Agreement, dated July 19, 2006, as amended, restated, supplemented or otherwise modified, among Virgin Mobile USA, L.P., Virgin Entertainment Holdings, Inc. and SK Telecom Co., Ltd. Each of the Senior Credit Agreement and the Subordinated Credit Agreement were terminated at the effective time of the Merger and payments of the amounts previously outstanding thereunder were made in full in cash. Merger Transaction Virgin Mobile USA stockholders will receive shares of common stock of Sprint Nextel based on the exchange ratios described below, and cash in lieu of fractional shares. Virgin Mobile USA Public Stockholders All stockholders of Virgin Mobile USA (excluding Sprint Nextel, the Virgin Group and SK Telecom) will receive 1.3668 shares of Sprint Nextel common stock for each share of Virgin Mobile USA Class A common stock. The Virgin Group The Virgin Group will receive 1.2724 shares of Sprint Nextel common stock for each share of Virgin Mobile USA common stock owned by the Virgin Group. The Virgin Group will receive 149.6941 shares of Sprint Nextel common stock for each share of Virgin Mobile USA preferred stock owned by the Virgin Group. SK Telecom SK Telecom will receive 1.2279 shares of Sprint Nextel common stock for each share of Virgin Mobile USA common stock owned by SK Telecom. SK Telecom will receive 144.4588 shares of Sprint Nextel common stock for each share of Virgin Mobile USA preferred stock owned by SK Telecom. All of Virgin Mobile USA's outstanding debt has been retired, including amounts due under its Senior Secured Credit Facility and its related party Subordinated Secured Revolving Credit Agreement. Sprint Nextel elected to make each of the payments required pursuant to the Trademark License Agreement, the Tax Receivable Agreement and the Subordinated Secured Revolving Credit Agreement in cash. Virgin Mobile USA's Class A common stock ceased trading on the New York Stock Exchange as of the closing of the market Tuesday and would be delisted. On November 24, Virgin Mobile notified the NYSE of the effectiveness of the Merger, pursuant to which each share of the Company's Class A common stock was converted into the right to receive a number of shares of Series 1 common stock of Sprint Nextel, and cash in lieu of fractional shares, based on an exchange ratio set forth in the Merger Agreement. The Company requested that the NYSE file with the Securities and Exchange Commission a notification of removal from listing on Form 25 to report that the shares of the Company's Class A Common Stock are no longer listed on the NYSE. Seamless Transition As a result of the Merger, all of the current directors of Virgin Mobile resigned from their directorships of the Company and any committees of which they were a member, as of the effective time of the Merger. The resignations were not a result of any disagreements between Virgin Mobile and the current directors on any matter relating to the Company's operations, policies or practices. Upon completion of the Merger, the directors of Merger Sub became the directors of the Company. In their news statement, the Companies said customers using Sprint's Boost Mobile or Virgin Mobile USA's products and services will continue to enjoy the benefits of their current phones, service plans and features and do not need to take any action. An experienced management team will lead Sprint's prepaid group. Dan Schulman, formerly the CEO of Virgin Mobile USA, is now the president and Matt Carter, former head of Boost, will lead the sales and marketing efforts for the combined prepaid group. About Virgin Mobile USA Based in Warren, New Jersey, Virgin Mobile USA, Inc., is a mobile virtual network operator, commonly referred to as an MVNO, offering prepaid, or pay-as-you-go, and, following the acquisition of Helio LLC in August 2008, postpaid wireless communications services, including voice, data, and entertainment content, without owning a wireless network. The Company uses the "Virgin Mobile" name and logo under license from Virgin Enterprises Ltd. The Company offers its services over the nationwide Sprint PCS network under the terms of the Amended and Restated PCS Services Agreement between the Company and Sprint Nextel. The Company conducts its business within one operating segment. Net income attributable to Virgin Mobile USA common stockholders was $8.0 million for the three months ended September 30, 2009, from net income of $3.7 million for the year ago period. Net income attributable to Virgin Mobile USA common stockholders was $38.2 million for the nine months ended September 30, 2009, from net income of $12.0 million for the year ago period. Total operating revenue was $293.0 million for the three months ended September 30, 2009, from $326.5 million for the same period a year ago. Total operating revenue was $937.9 million for the nine months ended September 30, 2009, from $976.4 million for the same period a year ago. As of September 30, 2009, Virgin Mobile had $307.4 million in total assets against $551.6 million in total liabilities. As of September 30, 2009, total deficit was $244.2 million. About Sprint Nextel Overland Park, Kansas-based Sprint Nextel Corporation -- http://www.sprint.com/-- offers a comprehensive range of wireless and wireline communications services bringing the freedom of mobility to consumers, businesses and government users. Sprint Nextel is widely recognized for developing, engineering and deploying innovative technologies, including two wireless networks serving more than 48 million customers at the end of the third quarter of 2009 and the first and only 4G service from a national carrier in the United States; industry-leading mobile data services; instant national and international push-to-talk capabilities; and a global Tier 1 Internet backbone. As of September 30, 2009, the company had $55.648 billion in total assets against $37.414 billion in total liabilities. As of September 30, 2009, the company had $5.9 billion in cash, cash equivalents and short-term investments and $1.6 billion in borrowing capacity available under its revolving bank credit facility, for total liquidity of $7.5 billion. * * * Sprint Nextel carries Moody's Investors Service's Ba1 corporate family rating. Standard & Poor's Ratings Services said its rating on Sprint Nextel (BB/Negative/--) is not affected by the company's definitive agreement to acquire iPCS Inc. VIRGIN MOBILE: Sprint Nextel Merger Cues S&P to Withdraw Ratings ---------------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its ratings on Warren, New Jersey-based wireless services operator Virgin Mobile USA Inc. This actions follows the announcement that Sprint Nextel Corp. (BB/Watch Neg/--) has completed its acquisition of Virgin Mobile in a stock-based transaction valued at about $721 million. At the time of the close, Sprint retired all of Virgin Mobile's outstanding debt, including the senior secured credit facility. WAYTRONX INC: Reports $1.3 Million Net Loss for Sept. 30 Quarter ---------------------------------------------------------------- Waytronx, Inc., said net loss allocable to common stockholders was $1,314,727 for the three months ended September 30, 2009, compared to net loss of $316,802 for the year ago period. The Company said net loss allocable to common stockholders was $2,883,629 for the nine months ended September 30, 2009, compared to $452,475 for the same period a year ago. Total revenue for the three months ended September 30, 2009, was $7,956,700 compared to $8,543,847 for the year ago period. Total revenue for the nine months ended September 30, 2009, was $20,117,540 compared to $13,000,946 for the year ago period. At September 30, 2009, the Company had $38,741,755 in total assets against $31,698,805 in total liabilities. The September 30 balance sheet showed strained liquidity: The Company had $9,375,924 in total current assets against $14,408,696 in total current liabilities. In a Form 10-Q filing with the Securities and Exchange Commission, Waytronx said, "[W]e had a net loss allocable to common stockholders of $2,883,629 for the nine months ended September 30, 2009, and an accumulated deficit of $53,428,252 at September 30, 2009. These factors raise substantial doubt about our ability to continue as a going concern which is dependent upon the ability to bring the WayCool products to market, generate increased sales, obtain positive cash flow from operations and raise additional capital as well as grow CUI, CUI Japan and Comex Electronics sales." "If necessary, we will continue to raise additional capital to provide sufficient cash to meet the funding required to commercialize our technology product lines. As we continue to expand and develop technology and product lines, additional funding may be required. There have been negative cash flows from operations and recurring net losses in the past and there can be no assurance as to the availability or terms upon which additional financing and capital might be available if needed." 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?4a63 On November 19, the Company filed a registration statement with the SEC to register 1,500,000 shares of common stock, $0.001 par value, underlying the Company's 2008 Equity Incentive Plan. The Proposed Maximum Offering Price Per Share is $0.10. The Proposed Maximum Aggregate Offering Price is $150,000. A full-text copy of the registration statement is available at no charge at http://ResearchArchives.com/t/s?4a64 About Waytronx Inc. Tualatin, Oregon-based Waytronx, Inc. (formerly known as OnScreen Technologies, Inc.) has pioneered and is commercializing innovative thermal management solutions capable of revolutionizing the semiconductor, solar and electronic packaging industries, among others. This advanced technology involves the use of fluid displacement to move heat away from the source instead of traditional passive heat transference through solid materials. Utilizing its patented WayCool hybrid mesh architecture, Waytronx can enhance system performance and remove thermal barriers caused by "microwarming" in today's advanced computing devices. The Company's proprietary cooling solutions for central and graphics processors, solar energy devices and power supplies provide more cost effective and efficient thermal management to the electronics industry. WHITNEY DESIGN: Imposed Levy Prompts Chapter 11 Filing ------------------------------------------------------ Robert Kelly at St. Louis Post-Dispatch reports that Whitney Design Inc. filed for Chapter 11 bankruptcy after the Commerce Department imposed a "penalty rate" of 157.68% of the purchase price on steel-top ironing boards bought from a Chinese manufacturer since 2004. The Company, Mr. Kelly says, must pay penalties nearly equal to its annual revenue, forcing it to seek protection from creditors. Mr. Kelly says Commerce Department made the action after the Chinese supplier Since Hardware failed to cooperate with on certain audits and procedures. The supplier is appealing the penalty. If the appeal fails, the company could owe up to $35 million, he notes. The company, Mr. Kelly says, plans to sell its assets to Household Essentials, which will be controlled by the company's president and CEO James L. Glenn, and chief financial officer Mark J. Brown. Mr. Glenn expects the sale of the company's assets would be completed early in 2010, Mr. Kelly notes. The sale is backed by the company's two key creditors, Enterprise Bank and Eagle Fund I LP. Whitney Design Inc. imports and sells household goods, mainly ironing boards, pads and covers and closet organizers. WILLIAM BELLAMY: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Joint Debtors: William C. Bellamy Pandra M. Bellamy PO Box 1380 Little River, SC 29566 Bankruptcy Case No.: 09-08861 Chapter 11 Petition Date: November 24, 2009 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: David R. Duncan Debtor's Counsel: Kevin Campbell, Esq. PO Box 684 890 Jonnie Dodds Blvd Mt. Pleasant, SC 29465 Tel: (843) 884-6874 Email: kcampbell@campbell-law-firm.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 13 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/scb09-08861.pdf The petition was signed by the Joint Debtors. WILLIAMS COS: S&P Corrects Ratings on Two Deals to 'BB+' From BBB- ------------------------------------------------------------------ Standard & Poor's Ratings Services corrected its ratings on two transactions related to The Williams Cos. Inc. Credit Linked Certificate Trust by lowering the ratings to 'BB+' from 'BBB-'. S&P's ratings on the trust certificates are dependent on the lower of its rating on Citibank N.A. ('A+/A-1'), as the interest rate swap counterparty and the seller of a certificate of deposit and a participation interest under a sub-participation agreement; and S&P's senior unsecured rating on The Williams Cos. Inc. ('BB+'), as the borrower referenced in the sub-participation agreement. The rating actions reflect the dependency of the trust certificates' ratings to The Williams Cos. Inc.'s senior unsecured debt. Due to an administrative error, S&P had previously linked the ratings on the trust certificates to the issuer credit rating on The Williams Cos. Inc. The ratings on the certificates did not change contemporaneously with the ratings on The Williams Cos. Inc.'s senior unsecured debt due to the administrative error. Ratings Corrected The Williams Cos. Inc. Credit Linked Certificate Trust V $500 million 6.375% trust certificates Rating ------ To From -- ---- BB+ BBB- The Williams Cos. Inc. Credit Linked Certificate Trust VI $200 million floating-rate trust certificates Rating ------ To From -- ---- BB+ BBB- WINDSTREAM CORP: Moody's Affirms 'Ba2' Corp. Family Rating ---------------------------------------------------------- Moody's affirmed Windstream Corporation's Ba2 corporate family and probability of default ratings and changed the ratings outlook on Iowa Telecommunications Services, Inc. to Positive from Stable. The rating action was prompted by Windstream's announced plans to acquire Iowa Telecom for a total purchase price of about $1.1 billion consisting of about $261 million in cash, about $270 million in Windstream stock and the assumption of less than $600 million (net of cash) of Iowa Telecom's outstanding debt. As part of the rating action, Moody's affirmed Windstream's SGL-1 liquidity assessment. However, as the final details on how Windstream intends to fund the cash and debt portion of the Iowa Telecom acquisition have not been announced, Moody's will update Windstream's liquidity assessment as more information becomes available. Windstream expects to close the acquisition in the first half of 2010. The transaction values Iowa Telecom at about 8.7 times its trailing EBITDA of $130 million, before synergies. However, after accounting for the $130 million net present value of Iowa Telecom's tax assets, the acquisition multiple is in line with Windstream's recent acquisitions. The Company expects the transaction to be free cash flow accretive after achieving $35 million of expense and capex synergies. Windstream expects to recognize operating synergies from the merger by migrating the acquired lines onto its systems and eliminating redundant overhead, and will expand its presence into Iowa and Minnesota. Moody's has taken these rating actions: * Iowa Telecommunications Services, Inc. -- Outlook changed to Positive from Stable In Moody's view, the proposed transaction is not expected to materially alter Windstream's operating and credit profile. The synergies from the acquisition are achievable and there is low integration risk on a standalone basis, due to Iowa Telecom's small size relative to Windstream. However, this transaction marks the fourth acquisition that Windstream has announced in the past six months over a wide rural footprint. In Moody's view, ongoing acquisition activity may pressure Windstream's ratings if it stretches the company's resources or if the staging of the integrations overlap with one another and envisioned synergies are delayed. Windstream announced its intention to repay the existing Iowa Telecom debt at closing. At that time Moody's will withdraw Iowa Telecom's ratings. Moody's most recent rating action for Windstream was on November 3, 2009. At that time, Moody's affirmed Windstream's ratings in connection with the Company's announcement to acquire NuVox Inc. Moody's last rating action on Iowa Telecom was on October 25, 2004, when Moody's assigned a SGL-2 short term liquidity assessment. Windstream, headquartered in Little Rock, AR, is an ILEC providing telecommunications services in 16 states and generated about $3.1 billion in annual revenues. Iowa Telecom is an ILEC headquartered in Newton, IA. WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Little Rock, Arkansas-based Windstream Corp., including the corporate credit rating to 'BB' from 'BB+'. The ratings remain on CreditWatch with negative implications, which means that S&P could lower them further or affirm them following the completion of its review. S&P initially placed the ratings on CreditWatch with negative implications on Nov. 3, 2009. The rating action follows Windstream's announcement that it has signed a definitive agreement to acquire Newton, Iowa-based rural local exchange carrier Iowa Telecommunications Services in a transaction valued at approximately $1.1 billion. As part of the transaction, Windstream intends to fund the cash portion of $261 million and the repayment of about $598 million of debt with proceeds from a new debt offering. "The downgrade reflects S&P's concerns regarding Windstream's aggressive acquisition strategy, including four acquisitions over the past six months," said Standard & Poor's credit analyst Allyn Arden, "coupled with leverage that was already high for the rating level at 3.6x." Following an interim ratings assessment, S&P has determined that the credit profile is no longer supportive of the 'BB+' rating although the acquisition of Iowa Telecommunications only modestly weakens Windstream's financial risk profile. "We will continue to evaluate Windstream's strategy to integrate the acquired properties and potential synergies," added Mr. Arden, "especially as it tries to stem access-line losses." S&P would also discuss with management its plans for future acquisitions and its commitment to debt reduction. A ratings downgrade, if any, is likely to be limited to one notch. The issue-level and recovery ratings will be determined as part of the ratings review and will be based on the ultimate capital structure chosen to fund the acquisition. YANKEE CANDLE: S&P Gives Stable Outlook; Affirms 'B2' Ratings ------------------------------------------------------------- Moody's Investors Service revised its rating outlook for Yankee Candle Company to stable from negative. All of YCC's other ratings, including its B2 Corporate Family Rating, were affirmed. The revision of the outlook to stable from negative was prompted by the YCC 's ability to maintain overall credit metrics within an acceptable range, notwithstanding the loss of sales to Linens 'n Things (which liquidated in 2008) as well as the negative impact of the weak economy. The company has maintained cost discipline and has focused on free cash flow generation, and Moody's expect it will maintain leverage (debt/EBITDA) in the low 6 times range. YCC's B2 Corporate Family Rating reflects the company's high financial leverage and the narrow business focus. The ratings take into consideration YCC's market leading position in the scented candle industry, its breadth of distribution across its own retail business and sizable wholesale business. Ratings also reflect its brand strength which is evidenced in its high operating margins and resilient performance throughout the challenging consumer environment. These ratings were affirmed (and certain LGD assessments amended): -- Corporate family rating at B2 -- Probability of default rating at B2 -- $125 million secured revolving credit facility due 2013 at Ba3 (LGD 2, 25% from LGD 2, 26%) -- $568 million senior secured term loan due 2014 at Ba3 (LGD 2, 25% from LGD 2, 26%) -- $325 million senior notes due 2015 at B3 (LGD 5, 73% from LGD 5, 75%) -- $188 million senior subordinated notes due 2017 at Caa1 (LGD 6, 92%) -- Speculative grade liquidity rating at SGL-2 Moody's last rating action on Yankee Candle Company was on June 2, 2008 when the company's outlook was revised to negative from stable. Headquartered in South Deerfield, Massachusetts, Yankee Candle Company is the largest designer, manufacturer, and distributor of premium scented candles in the U.S. Revenues for the company's revenue for last twelve months ended October 3, 2009, were approximately $687 million. * Consumer, Business Bankruptcies Reach Highest Level Since 2005 ---------------------------------------------------------------- U.S. consumers and businesses bankruptcy filings rose 33% in the third quarter from the year earlier to 388,485, pushing this year's total to the highest level since 2005, Bloomberg News said. Consumer filings rose 33% to 373,308 in the period, according to data from the Administrative Office of the U.S. Courts, published by the American Bankruptcy Institute. In all, bankruptcy filings were 1.4 million in the 12 months through Sept. 30. "With unemployment surpassing 10 percent and credit to businesses remaining tight, consumers and businesses are increasingly turning to the financial relief of bankruptcy," ABI Executive Director Samuel Gerdano said in a statement, according to Bloomberg. * Fitch Sees Another Round of Autoparts Supplier Bankruptcy ----------------------------------------------------------- Daily Bankruptcy Review relates that according to a recent report from Fitch Ratings auto-parts makers could be caught in an "airline-style cycle" and be forced to return to bankruptcy court as the industry struggles to rebound. DBR says Fitch is projecting a 7.8% increase in U.S. vehicle sales next year, but it said modest growth may not be enough to prop up auto suppliers that have recently emerged from Chapter 11 protection or out-of-court restructurings. DBR notes narrow margins and heavy competition have locked suppliers in a cycle that requires them to bolster their businesses enough in growth periods to cushion against the next industry decline. A similar trend among airlines caused some carriers to make a second stop in bankruptcy court earlier this decade. "Like we saw with airlines, auto suppliers might not be able to produce enough cash flow and strengthen their balance sheets in the up cycle to survive the next downturn," said Mark Oline, a managing director in Fitch's Corporate Finance group, according to DBR. DBR says even though auto suppliers shuttered plants and laid off workers in the past year, there is still excess production capacity in the industry. That, combined with stiff competition from foreign parts makers, will hold down the prices U.S. suppliers are able to charge manufacturers. DBR adds that suppliers are particularly vulnerable because a slow recovery could turn into a prolonged sales slump if high unemployment or rising gas prices keep consumers out of showrooms. According to DBR, Mr. Oline said that unless suppliers pass along more of their costs to manufactures, some are likely to follow in the footsteps of Hayes Lemmerz International Inc. and J.L. French Automotive Castings Inc., both which filed for Chapter 11 protection for a second time this year. Even companies such as Lear Corp. and Delphi Automotive LLP that emerged from bankruptcy protection in recent months with reduced debt loads and smaller operations must prove that their "untested business models" will work. "We're not sure how they've changed the equation," Mr. Oline said, according to DBR. "If they haven't, we could see some repeat performances." DBR also notes auto makers are seeking to consolidate their supply base among fewer, stronger companies, and banks remain wary of lending to the industry, said W. Patrick Dreisig, co-chair of the Butzel Long's Global Automotive Industry Group. "As the economy improves, some suppliers will find their working capital is not sufficient to allow them to ramp up production," said Mr. Dreisig, a partner at the Detroit law firm, according to DBR. "That could put banks in the position of picking winners and losers." * FDIC Chair Wants Secured Creditors to Pay in Bank Failures ------------------------------------------------------------ Rebecca Christie at Bloomberg News reports Federal Deposit Insurance Corp. Chairman Sheila Bair has endorsed a proposal that would require secured lenders, like repurchase agreement lenders and the Federal Home Loan Bank system, to bear losses of as much as 20 percent to cover the costs of a systemically significant bank failure. The lenders currently require banks to post collateral equal to the amount of funding they receive. If a bank is unable to repay the funds, the collateral changes hands and isn't available to compensate other creditors or to repay losses borne by government insurance funds. * Junk Bond Sales Show Aggressive Lending Re-emerging, BofA Says ---------------------------------------------------------------- Signs of "aggressive lending" are reemerging in high-yield, high- risk bonds, as U.S. corporate debt sales surpassed an annual record of $1.171 trillion, according to Bank of America Merrill Lynch, Bloomberg News reported. JohnsonDiversey Holdings Inc. sold $250 million of 10.5 percent pay-in-kind debt on Nov. 20, the first PIK bond sold since the beginning of the credit crisis, New York-based analysts Oleg Melentyev and Mike Cho wrote in a report. Moody's Investors Service expects the notes to recover 6 cents on the dollar in case of default, the analysts wrote. At least two bond sales have also been completed to finance dividend payouts to equity holders, the analysts said. According to Bloomberg, debt issuance has soared this year as borrowers have taken advantage of low interest rates and investors demand higher- yielding assets. Companies have sold $140.4 billion of junk bonds in the U.S. in 2009 compared with $64.3 billion for all of 2008, according to Bloomberg data. * Bibby Financial Providing DIP Financing ----------------------------------------- Bibby Financial Services said it provided a $750,000 accounts receivable line of credit to an Arizona-based company that provides underground cabling services. The company, which has about $5 million in annual sales, entered Chapter 11 bankruptcy proceedings in the first quarter of 2009. The line of credit has been approved by the bankruptcy court as a debtor-in-possession (DIP) facility, giving Bibby Financial Services the superior creditor position. "It's really an excellent factoring deal for us because the cabling assignments are very short term -- completed in two or three days -- and then invoicing follows immediately providing a very clean paper trail," said Stewart Chesters, CEO of Bibby Financial Services. "Additionally, Bibby has the advantage of having the financial flexibility and in-house legal expertise, rare in factoring companies, to execute on DIP deals. In this economic environment we are seeing more and more opportunities to provide DIP support, which traditionally would have been the purview of the banking industry. With our knowledge of the bankruptcy rules and our financial flexibility, we have the expertise to step in and take the lead to help our clients continue to operate as they reorganize. "DIP financing is another example of how factoring is playing an important role in advancing the economy," Mr. Chesters said. "Over the last year, U.S. factors have provided entrepreneurial businesses at the forefront of the recovery with the funding they need to survive and grow, which the inwardly focused banking sector has denied them." About Bibby Financial Bibby Financial Services is a worldwide market leading specialist of business cash flow solutions to small and medium-sized enterprises. With offices in 10 North American cities and 27 countries around the world, its product portfolio includes receivables finance, factoring, export finance, purchase order finance, specialist solutions for the staffing and trucking sectors, and it is an approved lender for the Export-Import Bank's working capital guaranty delegated authority program. Bibby Financial Services is a subsidiary of The Bibby Line Group, a 202 year-old privately held company based in the United Kingdom. * Chapter 11 Cases with Assets & Liabilities Below $1,000,000 ------------------------------------------------------------- Recent Chapter 11 cases filed with assets and liabilities below $1,000,000: In Re Teresa Wenger dba Chaser's Bankr. N.D. Ala. Case No. 09-84681 Chapter 11 Petition filed November 16, 2009 See http://bankrupt.com/misc/alnb09-84681.pdf In Re Gallery Tower, LLC Bankr. D.C. Case No. 09-01014 Chapter 11 Petition filed November 16, 2009 See http://bankrupt.com/misc/dcb09-01014.pdf In Re Edward J. Ryan Bankr. Mass. Case No. 09-21036 Chapter 11 Petition filed November 16, 2009 See http://bankrupt.com/misc/mab09-21036.pdf In Re Sweetland LLC Bankr. N.H. Case No. 09-14480 Chapter 11 Petition filed November 16, 2009 See http://bankrupt.com/misc/nhb09-14480.pdf In Re Olive Plaza LLC Bankr. W.D. Ark. Case No. 09-75829 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/arwb09-75829.pdf In Re Palmisano & Associates, P.C. aka Palmisano Law Office Bankr. Ariz. Case No. 09-29563 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/azb09-29563.pdf In Re Joseph P. Palmisano Amy K. Palmisano Bankr. Ariz. Case No. 09-29570 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/azb09-29570.pdf In Re BH Mall, LLC Bankr. C.D. Calif. Case No. 09-42300 Chapter 11 Petition filed November 17, 2009 Filed as Pro Se In Re Terrence John Ballowe Bankr. Colo. Case No. 09-34477 Chapter 11 Petition filed November 17, 2009 Filed as Pro Se In Re Elsbe Properties, Inc. Bankr. Colo. Case No. 09-34495 Chapter 11 Petition filed November 17, 2009 Filed as Pro Se In Re Gary Duane Reifschneider Bankr. Colo. Case No. 09-34505 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/cob09-34505.pdf In Re Boffi Studio DC, LLC fdba Boffi DC, LLC Bankr. D.C. Case No. 09-01023 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/dcb09-01023.pdf In Re TB Six, LLC Bankr. N.D. Ga. Case No. 09-90557 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/ganb09-90557.pdf In Re Daniel Dhondt Bankr. Nev. Case No. 09-31786 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/nvb09-31786.pdf In Re Terry R. Black Jennifer L. Black Bankr. Md. Case No. 09-32307 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/mdb09-32307.pdf In Re Harvey J. Whitney Sue A. Whitney Bankr. Neb. Case No. 09-43354 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/neb09-43354.pdf In Re Deborah Taylor-Cramer Bankr. Nev. Case No. 09-54101 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/nevb09-54101.pdf In Re Ocean Circle Holdlings, LLC Bankr. N.J. Case No. 09-40969 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/njb09-40969.pdf In Re R.L.R. Construction, Inc. Bankr. N.D. Ohio Case No. 09-37986 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/ohnb09-37986.pdf In Re Vincent J. Terrizzi, Sr. Audrey J. Terrizzi Bankr. W.D. Pa. Case No. 09-71359 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/pawb09-71359.pdf In Re Fort Knox Storage, LLC Bankr. E.D. Tenn. Case No. 09-36300 Chapter 11 Petition filed November 17, 2009 See http://bankrupt.com/misc/tneb09-36300.pdf In Re Mahoney and Sons Const., LLC aka Jim Mahoney Const. Bankr. E.D. Wis. Case No. 09-36501 Chapter 11 Petition filed November 17, 2009 Filed as Pro Se In Re Feaster & Sons Oil Distributors, Inc. Bankr. S.D. Ala. Case No. 09-15381 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/alsb09-15381.pdf In Re Nouveau Salon & Spa, LLC Bankr. S.D. Ala. Case No. 09-15380 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/alsb09-15380.pdf In Re Lethe Lew Bankr. Ariz. Case No. 09-29704 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/azb09-29704.pdf In Re Richard Harley Smith Bankr. Ariz. Case No. 09-29663 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/azb09-29663.pdf In Re Richard A. Brownstein Bankr. C.D. Calif. Case No. 09-25459 Chapter 11 Petition filed November 18, 2009 Filed as Pro Se In Re Alpha One, Inc. Bankr. Del. Case No. 09-14090 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/deb09-14090.pdf In Re Commander Foods Inc. Bankr. Del. Case No. 09-14084 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/deb09-14084.pdf In Re Penny Curtiss Baking Company, Inc. Bankr. Del. Case No. 09-14082 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/deb09-14082.pdf In Re Big M Supermarkets, Inc. Bankr. Del. Case No. 09-14083 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/deb09-14083.pdf In Re Michael L. Cucchiello dba Cucchiello's Bakery Bankr. Mass. Case No. 09-21113 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/mab09-21113.pdf In Re M&M Delta, Inc. dba Herford & Hops Steak House Bankr. W.D. Mich. Case No. 09-90851 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/miwb09-90851.pdf In Re Glenmartin, Inc. Bankr. W.D. Mo. Case No. 09-22427 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/mowb09-22427.pdf In Re Lone Mountain Food & Beverage, LLC Bankr. Mont. Case No. 09-62328 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/mtb09-62328.pdf In Re Grand Auto and Truck Center, Limited Bankr. N.D. Ill. Case No. 09-43770 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/ilnb09-43770.pdf In Re Kingston Bob's, Inc. Bankr. N.D. Texas Case No. 09-37858 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/txnb09-37858.pdf In Re Ristorante Paradiso, Inc. Bankr. N.J. Case No. 09-41107 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/njb09-41107.pdf In Re Smithtown Hotel, Inc. Bankr. E.D.N.Y. Case No. 09-78899 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/nyeb09-78899.pdf In Re One Lynch, LLC c/o John M. Franklin, Esq. Bankr. E.D. Pa. Case No. 09-18783 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/paeb09-18783.pdf In Re Ronin Fine Wines, LLC Bankr. N.D. Texas Case No. 09-37849 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/txnb09-37849.pdf In Re American Medical Physics, LLC Bankr. E.D. Va. Case No. 09-37626 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/vaeb09-37626.pdf In Re Paky LLC Bankr. E.D. Va. Case No. 09-19497 Chapter 11 Petition filed November 18, 2009 See http://bankrupt.com/misc/vaeb09-19497.pdf In Re Chris Eugene O'neil Mary Grace O'neil aka Sis O'neil Bankr. Ariz. Case No. 09-29902 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/azb09-29902.pdf In Re Law Offices of Donald W. Hudspeth, P.C. Bankr. Ariz. Case No. 09-30000 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/azb09-30000.pdf In Re Mario Rodriguez Maria Rodriguez Bankr. Ariz. Case No. 09-29962 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/azb09-29962.pdf In Re Jacketman of California Inc. Bankr. C.D. Calif. Case No. 09-42505 Chapter 11 Petition filed November 19, 2009 Filed as Pro Se In Re Lisa Lea Hunt-Nocero dba Oliveras Coffee and Juice Bar Bankr. C.D. Calif. Case No. 09-38053 Chapter 11 Petition filed November 19, 2009 Filed as Pro Se In Re Maria C. Rivera Bankr. C.D. Calif. Case No. 09-38084 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/cacb09-38084.pdf In Re TJ'S Alpine, Inc. Bankr. N.D. Ill. Case No. 09-75156 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/ilnb09-75156.pdf In Re Sheldon L. Wilson Bankr. M.D. Pa. Case No. 09-08988 Chapter 11 Petition filed November 19, 2009 Filed as Pro Se In Re Revis Scott Fowler dba Scott Fowler dba S & S Mowing aka Fowler Services Cynthia Lee Fowler Bankr. W.D. Pa. Case No. 09-28580 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/pawb09-28580.pdf In Re R.K. Millwork Installation, LLC Bankr. W.D. Pa. Case No. 09-28588 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/pawb09-28588.pdf In Re Starfire Corporation Bankr. W.D. Pa. Case No. 09-71371 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/pawb09-71371.pdf In Re Versailles Design Center, Inc. Bankr. E.D. Va. Case No. 09-19521 Chapter 11 Petition filed November 19, 2009 See http://bankrupt.com/misc/vaeb09-19521.pdf In Re Gregory J. Joy Valerie A. Joy Bankr. C.D. Calif. Case No. 09-22953 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/cacb09-22953.pdf In Re John E. Mason, Jr. aka John Mason aka John E Mason Blanca Mason aka Blanca Nehring Mason aka Blanca Nehring Bankr. C.D. Calif. Case No. 09-42680 Chapter 11 Petition filed November 20, 2009 Filed as Pro Se In Re Daniel C. Robinson dba Dan's Car Care Bankr. E.D. Pa. Case No. 09-18885 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/paeb09-18885.pdf In Re Home Builders Association of Greater Chicago aka HBAGC Bankr. N.D. Ill. Case No. 09-44080 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/ilnb09-44080.pdf In Re Kensington Court, LLC Bankr. N.D. Ill. Case No. 09-44165 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/ilnb09-44165.pdf In Re Strapazza of Columbia II, Inc. Bankr. Md. Case No. 09-32625 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/mdb09-32625.pdf In Re J & D Properties 1, Inc. aka J&D Properties, Inc. Bankr. W.D. Mo. Case No. 09-22466 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/mowb09-22466.pdf In Re Brookdale Gardens Association, Inc. Bankr. N.J. Case No. 09-41305 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/njb09-41305.pdf In Re Corolla Surf Shop Corporation dba Corolla Surf Shop Bankr. E.D. N.C. Case No. 09-10117 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/nceb09-10117.pdf In Re Lani Louise Greer dba Le Jazz Bankr. M.D. Tenn. Case No. 09-13366 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/tnmb09-13366.pdf In Re Medical Associates Clinics, LLC Bankr. N.D. Texas Case No. 09-47382 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/txnb09-47382.pdf In Re TM Services, Inc. Bankr. S.D. W.Va. Case No. 09-21230 Chapter 11 Petition filed November 20, 2009 See http://bankrupt.com/misc/wvsb09-21230.pdf In Re Creative Tile and Marble, Inc. Bankr. N.D. Calif. Case No. 09-71180 Chapter 11 Petition filed November 22, 2009 See http://bankrupt.com/misc/canb09-71180.pdf In Re Le Club, LLC Bankr. N.D. Calif. Case No. 09-33681 Chapter 11 Petition filed November 22, 2009 See http://bankrupt.com/misc/canb09-33681.pdf In Re Steven R. Spickler dba PUGDAWGS, LLC dba Legends Casino Paula G. Spickler Bankr. Nev. Case No. 09-32024 Chapter 11 Petition filed November 22, 2009 See http://bankrupt.com/misc/nvb09-32024.pdf In Re Unreal Marketing Solutions, Inc. Bankr. E.D. Pa. Case No. 09-18911 Chapter 11 Petition filed November 22, 2009 See http://bankrupt.com/misc/paeb09-18911.pdf In Re Jill Slikker Bankr. Ariz. Case No. 09-30245 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/azb09-30245.pdf In Re Nutech Acquisition Corporation Bankr. C.D. Calif. Case No. 09-43024 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/cacb09-43024.pdf In Re David B. McDaniels Bankr. E.D. Calif. Case No. 09-93833 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/caeb09-93833.pdf In Re Tammy Benton Porter aka Tammy Benton Bankr. E.D. Calif. Case No. 09-45669 Chapter 11 Petition filed November 23, 2009 Filed as Pro Se In Re Gerald J. Felling Bankr. N.D. Calif. Case No. 09-13958 Chapter 11 Petition filed November 23, 2009 Filed as Pro Se In Re Danbury Stairs Corporation Bankr. Conn. Case No. 09-52377 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/ctb09-52377.pdf In Re Distinctive Call Response, Inc. Bankr. Del. Case No. 09-14153 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/deb09-14153.pdf In Re J.W.O., Inc. Bankr. M.D. Fla. Case No. 09-09928 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/flmb09-09928.pdf In Re Millennium Lawn & Landscape, Inc. Bankr. M.D. Fla. Case No. 09-26812 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/flmb09-26812.pdf In Re Monterrey Wholesale, Inc. Bankr. N.D. Ga. Case No. 09-90983 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/ganb09-90983.pdf In Re Florence E. Smith Bankr. W.D. Ky. Case No. 09-36025 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/kywb09-36025.pdf In Re Southern Hospitality Services, Inc. Bankr. Md. Case No. 09-32815 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/mdb09-32815.pdf In Re Moonrock Bar & Grill, LLC dba Donato Restaurant, LLC dba Champlin Grille Bankr. Minn. Case No. 09-47936 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/mnb09-47936.pdf In Re Mountain Top Construction Company, L.L.C. Bankr. Mont. Case No. 09-62370 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/mtb09-62370.pdf In Re Treeline Springs, L.L.C. Bankr. Mont. Case No. 09-62368 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/mtb09-62368.pdf In Re Linh Quang Buddhist Center, Inc. Bankr. Neb. Case No. 09-43408 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/neb09-43408.pdf In Re Mark McGarry dba McGarry Investment dba McGarry And Associates Leslie McGarry Bankr. Nev. Case No. 09-32062 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/nvb09-32062.pdf In Re 1600 Route 70, LLC, t/a Marina Grille Bankr. N.J. Case No. 09-41575 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/njb09-41575.pdf In Re Nevlow Properties LLC Bankr. S.D.N.Y. Case No. 09-38239 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/nysb09-38239.pdf In Re MDS MFG., LLC Bankr. N.D. Ill. Case No. 09-44482 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/ilnb09-44482.pdf In Re Filmet Color Laboratories, Inc. Bankr. W.D. Pa. Case No. 09-28639 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/pawb09-28639.pdf In Re Impresos Quintana Inc. Bankr. Puerto Rico Case No. 09-10036 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/prb09-10036.pdf In Re Excelsior Enterprises, Inc. dba Witness Wear fdba Earth Wear dba Heaven & Earth's Corner Bankr. S.C. Case No. 09-08813 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/scb09-08813.pdf In Re Chadwick Prater Homes, Inc. Bankr. M.D. Tenn. Case No. 09-13463 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/tnmb09-13463.pdf In Re Robert L. Pittman, Jr. dba Pittman Classic Cars dba Bob Pittman Restorations dba Bob Pittman Classic Cars Deborah T. Pittman Bankr. M.D. Tenn. Case No. 09-13482 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/tnmb09-13482.pdf In Re Robert Wayne Bell, Jr. dba Custom Tile & Marble Bankr. M.D. Tenn. Case No. 09-13496 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/tnmb09-13496.pdf In Re Gregory Dean Eversole Bankr. S.D. Texas Case No. 09-38878 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/txsb09-38878.pdf In Re Pat J. Herlan, WV Real Estate Broker, Inc. dba Almost Heaven WV Realty Bankr. N.D. W.Va. Texas Case No. 09-02665 Chapter 11 Petition filed November 23, 2009 See http://bankrupt.com/misc/wvnb09-02665.pdf In Re Kelley Septic Tank & Backhoe Service, Inc. Bankr. N.D. Ala. Case No. 09-84812 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/alnb09-84812.pdf In Re Maria Caroline Townsend aka Caroline Townsend Bankr. C.D. Calif. Case No. 09-14938 Chapter 11 Petition filed November 24, 2009 Filed as Pro Se In Re Nancy Veronica Cea Bankr. C.D. Calif. Case No. 09-23060 Chapter 11 Petition filed November 24, 2009 Filed as Pro Se In Re A Woman's Touch, P.A. Bankr. M.D. Fla. Case No. 09-09973 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/flmb09-09973.pdf In Re The Jaden Group, LLC Bankr. M.D. Fla. Case No. 09-18077 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/flmb09-18077.pdf In Re William D. Martin aka Florida Railroad & Lumber Co. Bankr. N.D. Fla. Case No. 09-10596 Chapter 11 Petition filed November 24, 2009 Filed as Pro Se In Re Boston Blackies Management Company, Inc. Bankr. N.D. Ill. Case No. 09-44643 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44643.pdf In Re Boston Blackies of Riverside Plaza, Inc. Bankr. N.D. Ill. Case No. 09-44646 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44646.pdf In Re Boston Blackies of Lake Cook Plaza, Inc. dba Boston Blackies - Deerfield Bankr. N.D. Ill. Case No. 09-44649 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44649.pdf In Re Boston Blackies of Winnetka, Inc. aka Boston Blackies - Glencoe Bankr. N.D. Ill. Case No. 09-44652 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44652.pdf In Re Boston Blackies of Arlington Heights Bankr. N.D. Ill. Case No. 09-44654 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44654.pdf In Re Boston Blackies of Naperville, LLC Bankr. N.D. Ill. Case No. 09-44655 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44655.pdf In Re Boston Blackies - 164 East Grand aka Boston Blackies - Grand Avenue Bankr. N.D. Ill. Case No. 09-44658 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ilnb09-44658.pdf In Re Gaming Entertainment, Inc. Bankr. Nev. Case No. 09-32258 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/nvb09-32258.pdf In Re Universal Windows Group, Inc. Bankr. N.J. Case No. 09-41600 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/njb09-41600.pdf In Re 2170 Eighth Ave Reality Management Bankr. S.D.N.Y. Case No. 09-16957 Chapter 11 Petition filed November 24, 2009 Filed as Pro Se In Re Renaissance Air, LLC Bankr. E.D. N.C. Case No. 09-10236 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/nceb09-10236.pdf In Re Shade Tree Custom Homes & Development, LLC Bankr. E.D. N.C. Case No. 09-10207 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/nceb09-10207.pdf In Re Black Water Center, Inc. Bankr. E.D. N.C. Case No. 09-10214 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/nceb09-10214.pdf In Re LBC Properties, Inc. Bankr. M.D. N.C. Case No. 09-52379 Chapter 11 Petition filed November 24, 2009 See http://bankrupt.com/misc/ncmb09-52379.pdf In Re Total Commitment, LLC Bankr. S.D. Texas Case No. 09-70840 Chapter 11 Petition filed November 24, 2009 Filed as Pro Se ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marites Claro, Joy Agravante, Rousel Elaine Tumanda, 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 **