/raid1/www/Hosts/bankrupt/TCR_Public/091210.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, December 10, 2009, Vol. 13, No. 341
Headlines
ABITIBIBOWATER INC: Closes C$615-Mil. Sale of Manicouagan Stake
ACCENTIA BIOPHARMACEUTICALS: Cash Collateral Hearing Set for Today
ACCURIDE CORP: Has Official Committee of Shareholders
ALI JAMES PARVAZ: Case Summary & 9 Largest Unsecured Creditors
AMERICAN AXLE: Moody's Raises Corporate Family Rating to 'Caa2'
AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B-'
AMERICAN AXLE: Sells Common Stock, Mulls Sr. Notes Offering
AMERICAN AXLE: Obtains Amendment to Bank Loan, GM Agreements
AMERICAN AXLE: Expects Sales to Double to $3 Bil. by 2013
AMERICAN MEDICAL AND LIFE: A.M. Best Affirms FSR of 'B'
AMTRUST FINANCIAL: Has Interim Approval to Use Cash Collateral
ANESIVA INC: Receives NASDAQ Listing Compliance Notice
APPALACHIAN COAL: Massey Energy Acquires Dante Coal Reserves
APPLIED SOLAR: Sale Proceeds Not Enough, to Convert to Chapter 7
AQUILEX HOLDINGS: Moody's Assigns 'B3' Rating on $225 Mil. Notes
AQUILEX HOLDINGS: S&P Assigns 'B' Rating on $225 Mil. Senior Notes
ARENA FOOTBALL: Bankruptcy Court Approves Assets Sale to AF1
ARTISAN HOTEL: IRS Pushes to Convert Case to Chapter 7 Liquidation
ASARCO LLC: Grupo Mexico Consummates Bankruptcy Plan
AURORA OIL: Confirmation Hearing Rescheduled for December 11
AVENTINE RENEWABLE: Wants Plan Filing Extended Until March 4
AVIZA TECHNOLOGY: Wants Ch. 11 Plan Filing Extended Until March 8
BEAZER HOMES: CEO McCarthy Has $6.4-Mil. Salary for FY2009
BROADSTRIPE LLC: Financing Increased and Extended to April
BUCKEYE HALL: Restaurant to Be Torn Down
BULLY'S SPORTS: State's Smoking Ban Blamed for Chapter 11 Filing
C&C PUMPING: Files for Reorganization in Orlando
CAMBRIDGE-LEE HOLDINGS: Chapter 11 Case Summary
CANWEST GLOBAL: Recapitalization Transaction Milestone Extended
CANWEST GLOBAL: Subordinate Shares Begin Trading on TSX Venture
CAPTAIN'S WATCH: Case Summary & Unsecured Creditor
CARTWRIGHT DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors
CATHOLIC CHURCH: CBNA Reaches Settlement With 8 Creditors
CATHOLIC CHURCH: CMRS Gets Status Conference on Mediation
CATHOLIC CHURCH: Fairbanks' Plan Outline Hearing Cont'd to Jan. 25
CIT GROUP: Judge Gropper's Order Confirming Prepack Plan
CIT GROUP: Plan Confirmation Objections Addressed
CIT GROUP: Court OKs Release of Collateral to BNY Mellon
CITIZENS SECURITY LIFE: A.M. Best Affirms FSR of 'C++'
CLAIRE'S STORES: Cash Access Could Be Affected by Market Woes
CLECO EVANGELINE: Moody's Downgrades Rating to 'Ba2' From 'Ba1'
CLEVELAND UNLIMITED: Moody's Updates View on Liquidity Rating
CONTINENTAL AIRLINES: Fitch Puts 'CC/RR6' Rating on $200MM Notes
CONTINENTAL AIRLINES: To Raise $200MM Thru Convertible Note Sale
COLMAR USA: Seeks Protection from Creditors Under Chapter 11
COLONIAL BANCGROUP: Creditors Want Case Converted to Chapter 7
CONGOLEUM CORP: Disclosure Statement Hearing Off Until January
COOPER-STANDARD: In Talks to Refinance DIP Credit
DIANA MORGAN TRACEY: Case Summary & 19 Largest Unsecured Creditors
DECODE GENETICS: U.S. Trustee Balks at Asset Sale Breakup Fee
DETROIT PUBLIC SCHOOLS: Has Wage Deferment Proposal to Teachers
DIGICEL LTD: Unveils Early Tender Results, Receives Consents
DONALD KELLAND: Taps the Law Office of Phil Hineman as Counsel
ELECTROGLAS INC: Court Sets January 31 as Claims Bar Date
ELECTROGLAS INC: Plan Exclusivity Extended Until March 8
ENRON CORP: District Court Reverses Safe Harbor Ruling
ENRON CORP: Employee Panel Has Nod for Final Severance Payouts
ENRON CORP: Unsecured Creditors Have Recovered 52.4%
ERIC N REYBURN: Can Access Cash Collateral of Mortgage Holders
ESCADA AG: UK Unit Commences Insolvency Proceedings
ESCADA AG: US Unit's Lease Decision Period Extended to March 15
ESCADA AG: US Unit's Plan Exclusivity Extended to February 12
EXPRESS ENERGY: Wins Confirmation of Prepackaged Plan
FAIRPOINT COMMUNICATIONS: Global Seeks To Resume Contract Case
FAIRVUE CLUB: Taps Bradley Arant as Bankruptcy Counsel
FAZENDAS REUNIDAS: Chapter 15 Case Summary
FOREST VIEW LLC: Voluntary Chapter 11 Case Summary
FORUM HEALTH: Union, Official Seek to Use Stimulus and TARP Money
FOSSIL ENERGY: Voluntary Chapter 11 Case Summary
FREEDOM COMMUNICATIONS: Paper Carriers, Committee Howl at Plan
GENERAL CRANE: Seeks Protection Under Chapter 11
GENERAL GROWTH: Brings 30 More Mortgages into Plan
GENERAL GROWTH: Proposes to Enter Into Anchor Lease Transactions
GENERAL MOTORS: Alabama Circuit Court Dismisses Suit
GENERAL MOTORS: To Invest $336-Mil. in Detroit-Hamtramck Plant
GENERAL MOTORS: Kramer Levin Bills $4.59 Mil. for June to Sept.
GENERAL MOTORS: Stipulation Modifying Stay for Natixis
GENERAL MOTORS: Begins Review of Claims; Files Objections
GENERAL MOTORS: Pours $700MM in Volt; Campbell to Head Chevrolet
GENERAL MOTORS: Eyes Paying Fed Loan, Going Public by End of 2010
GENERATION BRANDS: Receives Approval of First Day Motions
GEORGIA GULF: S&P Assigns 'B' Rating on $500 Mil. Senior Notes
GLOBAL ENERGY: To Voluntarily Delist Common Stock From NYSE
GOODY'S LLC: Files Liquidating Chapter 11 Plan
GORDON GEORGE: Case Summary & 20 Largest Unsecured Creditors
GPX INTERNATIONAL: Court Accepts Alliance Tire's $50 Mil. Offer
GPX INTERNATIONAL: Sells Canadian Assets to Allegro, Managers
GRAIN DEALERS MUTUAL: A.M. Best Upgrades FSR to 'B+'
GPX INTERNATIONAL: Sells Canadian Assets to Allegro, Managers
HAYES LEMMERZ: Court Extends Occurrence of Plan Effective Date
HOREN ASLANYAN: Case Summary & 20 Largest Unsecured Creditors
HSM LAKESHORE: Case Summary & 21 Largest Unsecured Creditors
IDEAL ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
IDEAL MORTGAGE: Closure Leaves 600 Jobless, Violates WARN Act
INNOVATIVE COMMUNICATION: FCC OKs Transfer of Licenses to CFC
JOAN MENESES: Voluntary Chapter 11 Case Summary
JOHNSON BROADCASTING: Wants Continued Use of Merrill Lynch's Cash
JOSEPH PONTIAC: Points to Tough Economy for Chapter 11 Filing
LAKE AT LAS VEGAS: Dismissal Plea Denied; Plan Hearing on Dec. 15
LEHMAN BROTHERS: Asks Nod for Settlement with Bamburgh, et al.
LEHMAN BROTHERS: Proposes $580 Mil. Loan Restructuring Deal
LEHMAN BROTHERS: Proposes Incentives for Derivatives Employees
LEHMAN BROTHERS: Proposes Plan to Unfreeze $11B in UK Assets
LEHMAN BROTHERS: Proposes Settlement With First Magnus
LEHMAN BROTHERS: Wants Approval of Agreement With REPE Inc.
LEHMAN BROTHERS: Wants Approval of Settlement With American Life
LYONDELL CHEMICAL: Examiner Report Filed Under Seal
LYONDELL CHEMICAL: Has Nod to Amend Euro Securitization Program
LYONDELL CHEMICAL: Govt. Entities Object to Bayou Abandonment
LYONDELL CHEMICAL: Seeks Further DIP Maturity Extension
MARGARET J WESTON MEDICAL: Files for Bankruptcy Due to Suit
MARSHALL GROUP: Ch. 11 Trustee Has Until December 16 to File Plan
MICHAELS STORES: Posts $15 Million Net Income for Oct. 31 Quarter
MOONLIGHT BASIN: Court Approves $24 Million DIP Loan from Lehman
MUZAK HOLDINGS: Pursues Longer Exclusivity as Precaution
NATIONAL HOME CENTERS: Voluntary Chapter 11 Case Summary
NATIONAL STATES INSURANCE: A.M. Best Downgrades FSR to 'C-'
NEW BERN: Taps Williams Overman as Litigation Consultant
NEW BERN: Wants to Employ Ward and Smith as Special Counsel
NEWPARK RESOURCES: S&P Affirms 'B-' Corporate Credit Rating
NORTEL NETWORKS: Completes Packet Core Assets Sale to Hitachi
NORTH SHORE: Theatre By the Sea Wants to Buy Building
NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
NTK HOLDINGS: Files Notice of Suspension of Securities Reporting
NTK HOLDINGS: God's Grace Wants $1 Million Escrow for Warranty
NTK HOLDINGS: No Q3 Results on Form 10-Q for Now
NTK HOLDINGS: Notice of Suspension of 10.75% Senior Notes
NTK HOLDINGS: Paul Weiss, Young Conaway Represent Noteholders
PENN TRAFFIC: To Conduct Closing Store Sales at 74 of 79 Stores
PROTOSTAR LTD: Executive Bonuses to be Paid by Lenders
RESERVE GOLF: Files for Bankruptcy to Sell Assets to McConnell
RIVER WEST PLAZA: Files for Chapter 11 in Chicago
ROYAL PLAZA: Files for Chapter 11 to Restructure Debts
SANFORD LEON TREFETHEN: Case Summary & 20 Largest Unsec. Creditors
SECURITY BENEFIT: S&P Keeps 'BB' Counterparty Credit Ratings
SIGMA OH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
SIX FLAGS: Judges Nixes Breakup Fees on Plan Financing
SIX FLAGS: Files Third Amended Reorganization Plan
SIX FLAGS: Noteholders Submit Alternative Reorganization Plan
SIX FLAGS: Revises Timeline for Plan Process
SIX FLAGS: Texas Funds Oppose Exit Financing Arrangements
SMURFIT-STONE: 150 Claims Change Hands in 20 Days
SMURFIT-STONE: Proposes Spencer Stuart as Search Consultant
SPANSION INC: Equityholders Insist on Official Committee
SPANSION INC: Fulcrum Credit Buys $8.09 Mil. Claim
SPANSION INC: M. Ajit Acquires 1,875 Shares of Stock
SPARTA HOMES LLC: Case Summary & 20 Largest Unsecured Creditors
STARFIRE SYSTEMS: In Talks With nCoat on Possible Asset Sale
SUNRISE SENIOR: 2 Units Get Dec. 16 Forbearance from Wells Fargo
TETRA GROUP ONE: Case Summary & 20 Largest Unsecured Creditors
TRILOGY DEVELOPMENT: Pays KC Scaffold to Settle Rent Dispute
TRONOX INC: Deal on Lift Stay to Effectuate Claims Dismissal
TRONOX INC: IPD Wants Tronox to Execute SNWA Agreements
TRONOX INC: Unsec. Creditors Oppose Equityholders Atty's Fees
TUBO DE PASTEJE: Files Chapter 11 Bankruptcy in Delaware
UNION LIVE STOCK: Case Summary & 2 Largest Unsecured Creditors
VITERRA INC: Moody's Reviews Corporate Family Rating at 'Ba1'
WILLIAM STANLEY GAMBLE: Case Summary & 9 Largest Unsec. Creditors
W.R. GRACE: Adage Owns 3.4 Mil. Shares of Stock
W.R. GRACE: Stipulation Allowing NJ's $1 Mil. Claim Approved
* GiftCardRescue.com Extends Popular Gift Card Bankruptcy Policy
* National Venture & SecondMarket Disclose Collaboration Agreement
* Treasury Summons Mortgage Lenders to Meet on Loan Modifications
* Home Mortgage Cramdown Bill Coming to House This Week
* Woodbridge Group Launches Distressed Situations Division
* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
*********
ABITIBIBOWATER INC: Closes C$615-Mil. Sale of Manicouagan Stake
---------------------------------------------------------------
AbitibiBowater Inc. on Wednesday closed the series of transactions
resulting in the sale of its 60% indirect interest in the 335MW
hydroelectric facility currently owned and operated by Manicouagan
Power Company to Hydro-Quebec for gross proceeds of C$615 million.
The Company will use the proceeds from the sale of its interest in
MPCo in the manner specified in the orders of the Superior Court
of Quebec related to the sale, including:
-- The repayment of all amounts outstanding under the US$100
Million Super Priority Senior Secured Debtor-In-Possession
Credit Facility.
-- A C$200 million partial repayment of amounts due under its
senior secured notes.
-- An amount of C$282 million set aside temporarily with a
wholly owned unlimited liability Company subsidiary which
may lend interest free, subject to certain approvals, up
to C$230 million to the Abitibi-Consolidated subsidiary.
-- The repayment of certain transaction costs, indemnities
and holdbacks as specified by the orders.
The effect of this series of transactions is to provide the
Company's Abitibi-Consolidated subsidiary with additional net
liquidity of approximately C$168 million. The Company has also
signed a power supply agreement with Hydro-Quebec's distribution
division for the supply of electricity to the Company's Baie-
Comeau, Quebec paper mill.
"With the sale of MPCo, the Company has completed a significant
milestone in our overall plan to improve liquidity and financial
flexibility. We are pleased to repay the US$100 million credit
facility guaranteed by Investissement Quebec. Furthermore,
AbitibiBowater and its employees appreciate the ongoing support
and collaboration of the Quebec government," stated David J.
Paterson, President and Chief Executive Officer. The additional
DIP will support AbitibiBowater's business continuity while we
continue to implement our restructuring program."
About AbitibiBowater
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 28 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).
ACCENTIA BIOPHARMACEUTICALS: Cash Collateral Hearing Set for Today
------------------------------------------------------------------
The Hon. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida will convene a hearing on December 10 to
consider approval the continued use of cash collateral by Accentia
BioPharmaceuticals Inc., and its debtor-affiliates.
Judge May previously entered an order authorizing the Debtors to
use cash collateral until December 10, in accordance with
operating budgets agreed to by Valens U.S. SPV I, LLC, and Valens
Offshore SPV II Corp., the Debtors, and the official committee of
unsecured creditors.
The Debtors, through affiliate Biovest International, Inc., have
$3,000,000 in postpetition secured financing from Corps Real, LLC.
The loan, which bears interest at 16% p.a., matures December 31,
2009.
About Accentia BioPharmaceuticals
Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications. The Company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.
Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest. The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.
Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M.D. Florida,
Lead Case No. 08-17795). Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; and Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar,
P.A., represent the Debtors as counsel. Adam H. Friedman, Esq.,
at Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq.,
at Genovese Joblove & Battista PA, represent the official
committee of unsecured creditors as counsel. In their bankruptcy
petition, the Debtors listed assets of $134,919,728 and debts of
$77,627,355 as of June 30, 2008.
ACCURIDE CORP: Has Official Committee of Shareholders
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Accuride Corp. has an
official committee to represent equity holders in the prepackaged
reorganization begun in early October. The plan is designed to
reduce secured debt to $290 million while lowering consolidated
debt to $435 million. Holders of the 8.5% senior notes are to
receive 98% of the stock initially. The plan is financed in part
by a backstopped $140 million rights offering where holders of
existing subordinated notes may purchase new senior unsecured
convertible notes that can be exchanged for 60% of the stock.
Existing shareholders are to retain 2% of the stock initially.
Accuride Corp. and its affiliates are among the largest and most
diversified manufacturers and suppliers of commercial vehicle
components in North America. The Company's products include
wheels, wheel-end components and assemblies, truck body and
chassis parts, seating assemblies and other commercial vehicle
components marketed under several well-recognized brands in the
industry, including Accuride, Gunite, Imperial, Bostrom, Fabco,
Brillion and Highway Original.
According to filings by Accuride, the Company is seeking to
restructure in excess of $675 million in debt through its
bankruptcy proceeding. The bankruptcy cases are pending in the
United States Bankruptcy Court for the District of Delaware.
Jeffrey M. Reisner and Tavi C. Flanagan, Esq., at Irell & Manella
LLP's Newport Beach-based bankruptcy practice, will serve as lead
counsel to the Official Committee of Unsecured Creditors in the
affiliated debtors' bankruptcy cases. Mr. Reisner chairs the
firm's bankruptcy practice. Kurt Gwynne, Esq., at Reed Smith LLP,
serves as Delaware counsel and Joel Dryer of Morris Anderson &
Associates will serve as financial advisors to the Official
Committee of Unsecured Creditors.
The Chapter 11 filing includes Accuride Corp. and a number of
subsidiaries and affiliates, including Accuride Cuyahoga Falls,
Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie
L.P., Accuride Henderson Limited Liability Company, AKW General
Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating,
Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc.,
Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite
Corporation, Imperial Group Holding Corp. -1, Imperial Group
Holding Corp. -2, Imperial Group, L.P., JAII Management Company,
Transportation Technologies Industries, Inc., and Truck Components
Inc.
ALI JAMES PARVAZ: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Ali James Parvaz
aka Ali J. Parvaz
aka Ali Parvaz
Roya Mehrannejad Parvaz
aka Roya Parvaz
aka Roya Mehrannejad
75 Oakleaf Avenue
Oak Park, CA 91377
Bankruptcy Case No.: 09-26007
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Geraldine Mund
Debtors' Counsel: Raymond H. Aver, Esq.
Law Offices of Raymond H. Aver APC
12424 Wilshire Blvd Ste 720
Los Angeles, CA 90025
Tel: (310) 571-3511
Fax: (310) 571-3512
Email: ray@averlaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 9 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cacb09-26007.pdf
The petition was signed by the Joint Debtors.
AMERICAN AXLE: Moody's Raises Corporate Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service raised American Axle & Manufacturing
Holdings, Inc.'s Corporate Family Rating and Probability of
Default Rating to Caa2 from Caa3, and assigned a B2 rating to
American Axle & Manufacturing, Inc.'s new senior secured note
offering. In a related action Moody's raised the ratings on the
unsecured guaranteed notes and the unsecured convertible notes to
Caa3 from Ca. The Speculative Grade Liquidity Rating also was
raised to SGL-3 from SGL-4. The rating outlook is stable.
The raised CFR rating to Caa2 contemplates American Axle
successfully executing a number of transactions recently announced
by the company. These should improve liquidity and reduce the
risk of default over the intermediate term. American Axle has
launched a $400 million senior secured private placement note
offering and a secondary common stock offering which could to
raise about $100 million based on the company's recent stock
price. The proceeds of these transactions are expected to be used
to repay the existing $250 million senior secured term loan and
for general corporate purposes. These transactions are not
contingent upon each other. Effective upon the closing of the new
senior secured notes, American Axle will also amend and extend the
maturity of its existing senior secured revolving credit facility
to June 2013 from December 2011. Lenders aggregating to
approximately $243 million have agreed to extend their respective
commitments under the revolving credit facility. American Axle
also has announced the expectation of filing for a $40-$50 million
U.S. tax refund during the fourth quarter of 2009 related to
carryback elections under new tax laws. The cumulative sources of
cash from these transactions are expected to reduce the risk of
default for American Axle over the intermediate term.
The stable outlook incorporates Moody's expectation that even with
the above transactions, American Axle's credit metrics will be
consistent with the assigned ratings. General automotive industry
conditions in North America production are expected to improve
into 2010 from extraordinarily weak levels in 2009. The company's
restructuring actions have served to stabilize recent quarterly
performance and should further benefit operating results in 2010.
However, American Axle's operations will continue to be impacted
by shifts in consumer preferences away from SUVs and light trucks,
weak consumer credit markets, and consumer concerns on employment
levels. For the LTM period ending September 30, 2009 (calculated
using Moody's standard adjustments), EBIT/interest expense was
approximately negative 0.5x. Moody's continues to expect American
Axle's credit metrics to be consistent with Caa ratings over the
near-term.
American Axle's Speculative Grade Liquidity Rating of SGL-3
reflects Moody's expectation that the sources of cash from
transactions as a whole announced by company should modestly
improve liquidity over the coming months and result in an adequate
level of liquidity over the near-term. These sources include
proceeds from the senior secured note offering, net proceeds from
a secondary equity issuance, and certain tax refunds expected in
early 2010. These sources in total increase support for the
negative free cash flow which Moody's continues to expect over the
next twelve months and the loss of availability under the amended
revolving credit facility. Effective upon the closing of the new
senior secured notes, the maturity approximately $243 million of
revolving credit commitments will be extended to June 2013 under
the amended revolving credit facility. This compares to the
$477 million of commitments (which reduces by $108 million in
April 2010) under the existing revolving credit facility.
Principal financial covenants under the amended revolving credit
will continue to include a secured debt/EBITDA test, and an
EBITDA/interest expense teSt. The company must also maintain an
average daily minimum liquidity level of $85 million until
June 30, 2010. The security provided to the lenders as part of
the bank credit facility limits the company's alternate sources of
liquidity.
Ratings raised:
American Axle & Manufacturing Holdings, Inc.
-- Corporate Family Rating, to Caa2 from Caa3
-- Probability of Default Rating, to Caa2 from Caa3
-- Speculative Grade Liquidity Rating, to SGL-3 to SGL-4
-- Unsecured guaranteed convertible note, to Caa3 (LGD5 76%)
from Ca (LGD5 76%)
American Axle & Manufacturing, Inc.
-- Unsecured guaranteed notes, to Caa3 (LGD5 76%) from Ca (LGD5
76%)
Rating Assigned:
American Axle & Manufacturing, Inc.
-- B2 (LGD2 19%) to the new $400 million senior secured note
Ratings affirmed:
American Axle & Manufacturing, Inc.
-- Secured guaranteed term loan, at B3 (LGD2, 18%), ratings to
be withdrawn upon its refinancing
Holdings' obligations are guaranteed by American Axle and vice
versa.
The last rating action was on September 22, 2009 when the
Corporate Family Rating was raised to Caa3.
American Axle & Manufacturing, Inc., headquartered in Detroit, MI,
is a world leader in the manufacture, design, engineering and
validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUV's and passenger cars. The Company has manufacturing
locations in the USA, Mexico, the United Kingdom, Brazil, China,
Poland, and India. The company reported revenues of $2.1 billion
in 2008.
AMERICAN AXLE: Fitch Upgrades Issuer Default Rating to 'B-'
-----------------------------------------------------------
Fitch Ratings has upgraded American Axle's Issuer Default Rating
to 'B-' from 'CCC', expects to rate the new senior secured notes
due 2017 'B+/RR2', and has taken other ratings actions:
American Axle & Manufacturing Holdings, Inc.
-- Long-term IDR to 'B-' from 'CCC'.
American Axle & Manufacturing, Inc.
-- Long-term IDR to 'B-' from 'CCC';
-- Senior secured bank facility to 'B+/RR2' from 'B-/RR3';
-- New senior secured notes 'B+/RR2';
-- Senior unsecured notes to 'CC/RR6' from 'C/RR6'.
The ratings cover approximately $1.2 billion of outstanding
existing debt and also approximately the same amount on a pro
forma basis. The Outlook is Stable.
The upgraded IDR reflects the significant improvement in the
company's credit profile following its cost cutting efforts,
increased production from General Motors since shutdowns in mid-
2009, and favorable changes to the outlook for automotive
production since Fitch downgraded the rating in April of this
year. Furthermore, AXL also has financial support from GM, its
largest customer which accounted for 78% of sales in the first
nine months of the year. A modest amount of improvement in sales
diversification is also expected in the near term as the company
has increased its backlog in markets outside the U.S. and new
business launches with new customers are scheduled to begin in
2010. With AXL's proposed changes to the capital structure, near-
term maturities are pushed back, which Fitch views favorably.
AXL plans to change its capital structure, and debt maturities
will be extended, which aids liquidity over the next couple of
years. Plans include:
-- Amending and extending the revolving credit facility in
exchange for reduced lender commitments;
-- Issuing $400 million of senior secured notes due 2017 (to
rank pari passu with the existing secured bank facility);
-- Issuing approximately $100 million of common equity;
-- Proceeds from the debt and equity issuance will be used to
repay the $250 million secured term loan due 2012, reduce
borrowings on the secured revolver and for general corporate
purposes.
At the end of the third quarter of 2009, AXL had liquidity of
$373 million. Cash on hand was $173 million and availability on
its secured revolver was $88 million; AXL also has access to a
$100 million delayed-draw second-lien term loan from GM. Prior to
the proposed capital markets transactions, the next debt maturity
was the $250 million secured term loan due 2012. After the term
loan is repaid early, AXL will have no near-term debt maturities.
Credit concerns for AXL are focused on high leverage, continued
negative cash flows, underfunded pension, limited sales
diversification, risks to vehicle sales expectations which could
be optimistic if the jobless economic recovery restricts vehicle
volumes or if a double-dip recession occurs. AXL remains
dependent on GM and if GM deteriorates, AXL is likely to follow.
Furthermore, while a number of supplier bankruptcies occurred in
2009 and some plants were closed, Fitch believes that excess
capacity still exists in the auto industry.
Fitch projects that AXL will not generate free cash flow in 2009
following the negative free cash flow of $322 million in 2008,
despite significant improvement and flexibility to its fixed cost
structure. Dividends were suspended in January 2009 and cost
cutting efforts were made before and during the global automotive
slump. The company estimates that fixed operating costs were cut
by over 50%, or $700 million and that it can break even on a U.S.
SAAR (seasonally adjusted annual rate) of 10 million vehicles. At
the end of 2008, the pension plan was 55% funded. OPEB
contributions are expected to be $15 million during 2009.
The Recovery Ratings reflect Fitch's expectations under a scenario
in which the distressed enterprise value is allocated to various
debt classes. The secured lenders recovery rating has been
upgraded to 'RR2' from 'RR3' which indicates a 71%-90% recovery
based on collateral coverage in the amount permitted to be drawn.
The RR was raised for the secured rating given the modest
improvement in the outlook for sales. The unsecured notes remain
'RR6' which indicates a recovery of 0%-10% in the event of a
default. Fitch is seeing this possible low recovery outcome for
unsecured creditors throughout the automotive sector.
AMERICAN AXLE: Sells Common Stock, Mulls Sr. Notes Offering
-----------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., has commenced an
offering of 14,000,000 shares of its common stock pursuant to an
effective shelf registration statement on Form S-3 filed with the
Securities and Exchange Commission. The Company intends to grant
the underwriters an option for 30 days to purchase up to 2,100,000
additional shares of common stock to cover over-allotments, if
any.
Holdings' wholly owned subsidiary, American Axle & Manufacturing,
Inc., is planning an offering of senior secured notes in an
offering exempt from the registration requirements of the
Securities Act of 1933.
Common Stock Offering
American Axle plans to use the net proceeds from the common stock
offering for general corporate purposes.
J.P. Morgan and BofA Merrill Lynch are serving as the joint book-
runners for the common stock offering. The underwriters are:
* J.P. Morgan Securities Inc.;
* Merrill Lynch, Pierce, Fenner & Smith Incorporated;
* Barclays Capital Inc.;
* Credit Suisse;
* KeyBanc Capital Markets Inc.; and
* Comerica Securities, Inc.
The preliminary prospectus supplement and the final prospectus
supplement relating to the common stock offering, when available,
may be obtained from J.P. Morgan, Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717, or by calling
1-(866) 803-9204 or from BofA Merrill Lynch, 4 World Financial
Center, New York, NY 10080, Attn: Preliminary Prospectus
Department or by e-mail Prospectus.Requests@ml.com
The Company's common stock is quoted on the New York Stock
Exchange under the symbol "AXL." American Axle shares traded on
the NYSE on December 4, 2009, at $7.15 per share.
Shearman & Sterling LLP, in New York advises Axle on the common
stock offering. The underwriters are being represented by
Cravath, Swaine & Moore LLP, in New York.
A copy of the Company's Preliminary Prospectus Supplement is
available at no charge at http://ResearchArchives.com/t/s?4b6d
Private Placement of Notes
The Senior Secured Notes will bear interest at a rate to be
determined at pricing and will be unconditionally guaranteed on a
senior secured basis by Holdings and certain of AAM's present and
future wholly owned domestic subsidiaries. The notes and the
guarantees will be secured, subject to certain permitted liens and
other exceptions and to certain limitations with respect to
enforcement by substantially all of AAM's, Holdings' and the
guarantors' assets on a first-priority basis equally and ratably
with AAM's, Holdings' and the guarantors' obligations under the
existing revolving credit agreement and certain other first lien
obligations.
AAM intends to use the net proceeds to repay all amounts
outstanding under the Amended and Restated Credit Agreement dated
as of June 14, 2007, as amended and restated as of September 16,
2009 , , among AAM, Holdings, the lender parties and JPMorgan
Chase Bank, N.A., as collateral agent, and to repay certain
outstanding loans under the Revolving Credit Agreement dated as of
January 9, 2004, as amended and restated as of September 16, 2009,
among AAM, Holdings, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. In connection with the
repayment of loans under the Revolving Credit Agreement AAM will
also reduce certain commitments under such agreement.
The senior notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.
About American Axle
Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles. In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.
* * *
As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2. Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca. The Speculative Grade Liquidity Rating
is SGL-4. The outlook is changed to stable from negative.
The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.
AMERICAN AXLE: Obtains Amendment to Bank Loan, GM Agreements
------------------------------------------------------------
American Axle & Manufacturing, Inc., a wholly owned subsidiary of
American Axle & Manufacturing Holdings, Inc., on December 4, 2009,
received the consents necessary to amend and restate its credit
agreement dated as of January 9, 2004, as amended and restated as
of September 16, 2009, among AAM, the Company, as guarantor, the
lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent.
The amendment and restatement of the Revolving Credit Agreement
will, among other things:
(i) extend the maturity date of $243 million of the aggregate
commitments and revolving loans held by the lenders that
have agreed to extend their respective commitments under
the amendment to June 2013,
(ii) reduce the commitments of such consenting lenders, and
(iii) change certain provisions relating to certain covenants
and events of default.
The effectiveness of the amendment and restatement of the
Revolving Credit Agreement is subject to the satisfaction of
certain conditions -- among others, the closing of a senior
secured notes offering as reported in today's Troubled Company
Reporter, and receipt of a minimum amount of gross proceeds
therefrom, or otherwise, on or before February 28, 2010.
On December 4, 2009, AAM, Holdings and General Motors LLC
(formerly known as General Motors Company) entered into a letter
amendment to the Credit Agreement dated as of September 16, 2009,
by and among the AAM, Holdings and General Motors Company.
A full-text copy of the letter amendment to the Credit Agreement
is available at no charge at http://ResearchArchives.com/t/s?4b6e
On September 16, 2009, AAM entered into various agreements with
Holdings and GM -- the Second Lien Credit Agreement; Warrant
Agreement; Settlement and Commercial Agreement; and Access and
Security Agreement. The agreements govern the commercial
relationships between GM and AAM and provide AAM with both
Expedited Payment Terms and a second lien term loan facility.
Upon the occurrence of certain specified events, which generally
involve a material and imminent breach of AAM's supply obligations
at any specified facility, the GM Access Agreement provides GM
with the right to use and have access to the operating assets and
real estate used by AAM at such facility to manufacture, process
and ship GM component parts produced at such AAM facility and to
use certain of AAM's intellectual property necessary to
manufacture component parts on a royalty-free basis for up to a
period of 360 days, as well as to resource component part
production to alternative suppliers.
The invoking of its right of access by GM could have a material
adverse impact on Axle's business and results of operations and
financial condition. In addition, should AAM be ineligible for
expedited payment terms of "net 10 days" from GM through June 30,
2011, in exchange for a 1% early payment discount -- Expedited
Payment Terms -- under the GM Agreements or a default occurs that
results in acceleration of any of its indebtedness or the
inability to draw under its credit facilities, including the GM
Second Lien Credit Agreement, it would have a material adverse
impact on Axle's financial condition.
Axle's business is significantly dependent on sales to GM and
Chrysler. Axle is the principal supplier of driveline components
to GM for its rear-wheel drive light trucks and SUVs manufactured
in North America, supplying substantially all of GM's front four-
wheel drive and all-wheel drive axle requirements for the vehicle
platforms. Sales to GM were approximately 78% of Axle's total net
sales in the first nine months of 2009, 74% in the full year of
2008 and 78% in the full year of 2007. A reduction in Axle sales
to GM or a reduction by GM of its production of RWD light trucks
or sports utility vehicles, as a result of market share losses of
GM or otherwise, could have a material adverse effect on Axle's
results of operations and financial condition.
Axle is also the principal supplier of driveline system products
for the Chrysler's Dodge Ram program and its derivatives. Sales
to Chrysler accounted for approximately 7% of Axle's total net
sales in the first nine months of 2009, 10% in the full year of
2008 and 12% in the full year of 2007. A reduction in Axle's
sales to Chrysler or a reduction by Chrysler of its production of
the Dodge Ram program, as a result of market share losses of
Chrysler or otherwise, could have a material adverse effect on
Axle's results of operations and financial condition.
"Given our dependence on GM and Chrysler, at year end 2008 the
uncertainty relating to GM and Chrysler's ability to continue
operating as going concerns created uncertainty as to whether we
would continue to be in compliance with our financial covenants.
If we had failed to be in compliance and could not get a waiver of
such failure, there would have been doubt as to our ability to
continue as a going concern," Axle said in a regulatory filing
with the Securities and Exchange Commission.
About American Axle
Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles. In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.
* * *
As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2. Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca. The Speculative Grade Liquidity Rating
is SGL-4. The outlook is changed to stable from negative.
The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.
AMERICAN AXLE: Expects Sales to Double to $3 Bil. by 2013
---------------------------------------------------------
American Axle & Manufacturing, Inc., on Monday said business was
profitable in the months of October 2009 and November 2009.
AAM expects to file a U.S. tax refund during the fourth quarter of
2009 related to the HR 3548 Bill titled "Worker, Homeownership,
and Business Assistance Act of 2009". Among its provisions, the
bill enables AAM to carryback its 2008 net operating loss 5 years
(from 2 previously) to 2003. The refund related to this special
5-year carryback election is expected to range from $40 million to
$50 million.
AAM also expects sales to double from $1.5 billion in 2009 to
approximately $3.0 billion by 2013. This sales projection is
based on the anticipated launch schedule for AAM's $1.0 billion
new and incremental business backlog and the assumption that the
U.S. Seasonally Adjusted Annual Rate of sales increases from
approximately 10 million vehicle units in 2009 to a range of
13 million to 14 million vehicle units in 2013.
AAM expects sales to range from $1.8 billion to $2.0 billion in
2010.
AAM expects cash payments for restructuring costs to range from
$40 million to $50 million in 2010. Substantially all of these
expected payments for restructuring costs relate to AAM's
obligations under the Buydown Program for United Auto Workers
represented associates at AAM's Detroit, Michigan; Three Rivers,
Michigan; and Cheektowaga, New York manufacturing facilities and
related hourly attrition programs.
AAM expects to generate earnings (loss) before interest expense,
income taxes and depreciation and amortization (EBITDA) as a
percentage of sales in the range of 12% to 15% beginning in 2010.
AAM believes that EBITDA is a meaningful measure of performance as
it is commonly utilized by management and investors to analyze
operating performance and entity valuation. AAM management, the
investment community and the banking institutions routinely use
EBITDA, together with other measures, to measure AAM's operating
performance relative to other Tier 1 automotive suppliers. EBITDA
should not be construed as income from operations, net income or
cash flow from operating activities as determined under generally
accepted accounting principles (GAAP). Other companies may
calculate EBITDA differently.
As of November 30, 2009, AAM had approximately $406 million of
liquidity, consisting of available cash, short-term investments
and committed borrowing capacity on AAM's U.S credit facilities,
including the GM Second Lien Term Credit Facility. This compares
to a committed liquidity position of approximately $373 million at
September 30, 2009.
AAM expects to reduce capital spending to a run rate of 4%-6% of
sales beginning in 2010.
American Axle is the principal supplier of driveline components to
General Motors LLC for its rear-wheel drive light trucks and SUVs
manufactured in North America, supplying substantially all of GM's
rear axle and front four-wheel drive and all-wheel drive axle
requirements for these vehicle platforms. Sales to GM were
approximately 78% of total net sales in the first nine months of
2009, 74% in the full year of 2008 and 78% in the full year of
2007.
Axle is the sole-source supplier to GM for certain axles and other
driveline products for the life of each GM vehicle program covered
by a Lifetime Program Contract. In connection with certain
bankruptcy cases involving GM, on September 16, 2009, Axle entered
into a Settlement and Commercial Agreement with parent American
Axle & Manufacturing Holdings, Inc., and GM, whereby GM terminated
the existing LPCs and confirmed new LPCs. Substantially all of
Axle's sales to GM are made pursuant to the new LPCs. The new
LPCs have terms equal to the lives of the relevant vehicle
programs or their derivatives, which typically run 6 to 10 years,
and require Axle to remain competitive with respect to technology,
design and quality, among other factors.
Axle is also the principal supplier of driveline system products
for Chrysler's heavy-duty Dodge Ram full-size pickup trucks and
its derivatives. Sales to Chrysler LLC accounted for roughly 7%
of total net sales in the first nine months of 2009, 10% in the
full year of 2008 and 12% in the full year of 2007.
Axle also supplies driveline systems and other related components
to PACCAR Inc., Volkswagen, Harley-Davidson, Deere & Company, Tata
Motors, Mack Truck, Ford Motor Company and other original
equipment manufacturers and Tier I supplier companies such as
Jatco Ltd. and Hino Motors, Ltd. Sales to customers other than GM
and Chrysler accounted for roughly 15% of total net sales in the
first nine months of 2009 as compared to 16% in the full year of
2008 and 10% in the full year of 2007.
American Axle typically enters into agreements with customers to
provide axles or other driveline or drivetrain products for the
life of our customers' vehicle programs. Axle's new and
incremental business backlog includes formally awarded programs
and incremental content and volume including customer requested
engineering changes. Axle's backlog may be impacted by various
assumptions, many of which are provided by customers based on
their long range production plans. These assumptions include
future production volume estimates, changes in program launch
timing and fluctuation in foreign currency exchange rates.
Axle says new and incremental business backlog was approximately
$1.0 billion at October 30, 2009. Axle expects to launch
approximately $700.0 million of new and incremental business
backlog in the 2010, 2011 and 2012 calendar years. The balance of
the backlog is planned to launch in 2013 and 2014. Approximately
45% of Axle's new business backlog relates to AWD and RWD
applications for passenger cars and crossover vehicles.
Approximately 70% of new business backlog will be for end use
markets outside of North America and approximately 80% of new
business backlog has been sourced to Axle's non-U.S. facilities.
About American Axle
Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a world
leader in the manufacture, engineering, design and validation of
driveline and drivetrain systems and related components and
modules, chassis systems and metal-formed products for trucks,
sport utility vehicles, passenger cars and crossover utility
vehicles. In addition to locations in the United States
(Michigan, New York, Ohio and Indiana), AAM also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea, Thailand and the United Kingdom.
* * *
As reported by the Troubled Company Reporter on September 24,
2009, Moody's Investors Service raised Axle's Corporate Family
Rating to Caa3 from Ca, and raised the rating on Axle's secured
guaranteed term loan to B3 from Caa2. Moody's affirmed the
company's Probability of Default Rating at Caa3, and affirmed the
ratings on the unsecured guaranteed notes and the unsecured
convertible notes at Ca. The Speculative Grade Liquidity Rating
is SGL-4. The outlook is changed to stable from negative.
The TCR also said Standard & Poor's Ratings Services revised its
outlook on Axle to developing from negative and affirmed its
'CCC+' corporate credit rating and other ratings.
AMERICAN MEDICAL AND LIFE: A.M. Best Affirms FSR of 'B'
-------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of B
(Fair) and issuer credit rating of "bb" of American Medical and
Life Insurance Company (AMLI) (New York, NY). The outlook
assigned to both ratings is negative.
These rating actions follow A.M. Best's review of AMLI's second
and third quarter financial results. The company had delayed its
second quarter 2009 statutory filing pending the completion of a
claims audit and actuarial review. Over the second and third
quarters, AMLI reported operating losses totaling nearly
$5.2 million, which noticeably eroded its capital and surplus
position; however, these losses were within A.M. Best's
expectations. Despite the losses, the company continues to
maintain an adequate risk-adjusted capital position for its
ratings.
A.M. Best believes AMLI still faces numerous challenges in
revising its business strategy and restoring its reputation,
following the disciplinary actions taken by the New York State
Insurance Department in August 2009 related to the company's core
limited benefit medical business.
AMTRUST FINANCIAL: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------------
AmTrust Financial Corp. received approval from the Bankruptcy
Court to continue to pay wages, use its cash management system and
access cash collateral. AmTrust Financial received temporary
authority to use cash, Bill Rochelle at Bloomberg reported.
AmTrust Financial Corp (PINK:AFNL) was the owner of the AmTrust
Bank. AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.
In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.
AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21332). G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring efforts. AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.
AmTrust Bank is not included in the Chapter 11 filings. On
December 4, AmTrust Bank was closed by the Office of Thrift
Supervision, which appointed the Federal Deposit Insurance
Corporation as receiver. To protect the depositors, the FDIC
entered into a purchase and assumption agreement with New York
Community Bank, Westbury, New York, to assume all of the deposits
of AmTrust Bank.
ANESIVA INC: Receives NASDAQ Listing Compliance Notice
------------------------------------------------------
Anesiva, Inc., received a letter from The NASDAQ Stock Market
stating that Anesiva was required to maintain a minimum Market
Value of Publicly Held Shares (MVPHS) of $5,000,000 during the
last 30 consecutive business days and that therefore it was not in
compliance with Listing Rule 5450(b)(1)(C). The notification
letter has no effect at this time on the listing of Anesiva's
common stock on The NASDAQ Global Market and Anesiva's common
stock will continue to trade on The NASDAQ Global Market under the
symbol ANSV.
The notification letter states that Anesiva will be afforded a
grace period of 90 calendar days, or until March 2, 2010, to
regain compliance with the minimum closing bid price requirement.
If at anytime during this grace period Anesiva's MVPHS closes at
$5,000,000 or more for a minimum of ten consecutive business days,
Nasdaq will provide a written confirmation of compliance and the
matter will be closed.
If Anesiva does not regain compliance by March 2, 2010, Nasdaq
will provide written notification to Anesiva that its common stock
may be delisted. Alternatively, Anesiva may want to consider
applying for a transfer to The Nasdaq Capital Market, provided it
satisfies the requirements for continued listing on that market.
About Anesiva
Based in South San Francisco, California, Anesiva, Inc. (Nasdaq:
ANSV) -- http://www.anesiva.com/-- was incorporated on
January 19, 1999, in Delaware. The Company is a biopharmaceutical
company focused on the development and commercialization of novel
therapeutic treatments for pain management. Anesiva's lead
product candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.
Going Concern Doubt
As reported in the Troubled Company Reporter on April 7, 2009,
Ernst & Young LLP, in Palo Alto, California, expressed substantial
doubt about Anesiva, Inc.'s ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended December 31, 2008. The auditing firm said that the
Company has incurred recurring operating losses and negative cash
flows from operations and has a working capital deficiency.
The Company has an accumulated deficit of $322.8 million as of
June 30, 2009. Additionally, the company has used net cash of
$9.4 million and $39.9 million to fund its operating activities
for the six months ended June 30, 2009, and 2008, respectively.
To date the Company's operating losses have been funded primarily
from outside sources of capital.
APPALACHIAN COAL: Massey Energy Acquires Dante Coal Reserves
------------------------------------------------------------
Massey Energy Company completed an additional acquisition of
metallurgical and steam coal reserves from Appalachian Fuels, LLC,
and its affiliates. The reserves, located in Barbour County, WV,
consist of approximately 15 million tons of high volatile coal.
In addition to the coal reserves, Massey also acquired various
permits which will assist with establishing the infrastructure
required to begin production on the property. The transaction was
completed on November 13, 2009.
Ken Ward Jr. at The Charleston Gazette relates that The National
Labor Relations Board affirmed a decision that Massey Energy must
rehire 85 coal miners who alleged they were illegally
discriminated against because of their union affiliation. Massey
Energy Chairman & CEO Don L. Blankenship said in a statement, "We
did not discriminate in our hiring and plan to appeal this
decision. The allegations against us are simply part of an effort
to undermine the bankruptcy court's ruling that these properties
were to be sold free and clear of prior obligations. Such efforts
discourage would-be-employers from trying to acquire and turn
around failing businesses."
The Charleston Gazette reports that Mammoth Coal Company, Massey
Energy's subsidiary, said that it did offer jobs to a large number
of miners who claim discrimination, but only nine job offers were
accepted.
Lexington, Kentucky-based Appalachian Coal Holdings, Inc., filed
for Chapter 11 bankruptcy protection on July 9, 2009 (Bankr. E.D.
Ky. Case No. 09-10405). The Company's affiliates -- Appalachian
Fuels, LLC; Appalachian Environmental, LLC; Appalachian Premium
Fuels, LLC; Kanawha Development Corporation; and Southern Eagle
Energy, LLC -- also filed for Chapter 11 bankruptcy. W. Thomas
Bunch Sr., Esq., who has an office in Lexington, Kentucky, assists
Appalachian Coal in its restructuring efforts. Appalachian Coal
listed $61,088,422 in liabilities.
APPLIED SOLAR: Sale Proceeds Not Enough, to Convert to Chapter 7
----------------------------------------------------------------
ASI Liquidating Co., which was formerly known as Applied Solar,
Inc., said Wednesday it anticipates that the Company's Chapter 11
bankruptcy case currently pending in Delaware bankruptcy court
will be converted to a Chapter 7 case in the near future, after
which time a Chapter 7 Trustee will be responsible for overseeing
the liquidation of ASI Liquidating Co.
The Company has completed the sale of substantially all of its
assets to an affiliate of The Quercus Trust, which affiliate is
operating these assets under the name "Applied Solar."
The remaining assets of the Company consist primarily of cash
received in the Asset Sale, in an amount that is not sufficient to
pay all of its creditors in full. As a result, it is anticipated
that the stockholders of ASI Liquidating Co. will not receive any
disbursement in connection with the liquidation of ASI Liquidating
Co.
As reported in the Troubled Company Reporter on August 6, 2009,
Applied Solar entered into an asset purchase agreement with
Quercus APSO, LLC, for the sale, subject to higher and better
offers, of the assets for consideration consisting of the
assumption or waiver of certain indebtedness owed by the Company
to The Quercus Trust, the assumption of certain of the Company's
obligations to third parties and cash.
Based in Newport Beach, California, The Quercus Trust is a North
American clean-tech venture funds, with strategic investments in
the clean technology areas of solar, water, bio-fuels, wind and
batteries.
About Applied Solar
Applied Solar, Inc., a Nevada Corporation, is a "next-generation"
solar energy company. The Company develops, commercializes and
licenses clean energy solutions, innovative solar products and
energy management applications.
Applied Solar was formerly known as Barnabus Energy Inc., Barnabus
Enterprises Inc. and Open Energy Corporation. Applied Solar Inc.
and its affiliate Solar Communities I LLC filed for Chapter 11 on
July 24 (Bankr. D. Del. Lead Case No. 09-12623). Katherine J.
Clayton, Esq., represents the Debtors as counsel. In its
petition, the Debtor listed between $1 million and $10 million in
assets, and between $10 million and $50 million in debts.
AQUILEX HOLDINGS: Moody's Assigns 'B3' Rating on $225 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 to Aquilex Holdings
new $225 million senior unsecured notes and has affirmed Aquilex's
Corporate Family and Probability of Default rating at B2.
Concurrently, Moody's has upgraded the company's first lien credit
facilities to Ba2 from Ba3. The company's ratings outlook remains
negative.
The B2 corporate family rating considers Aquilex's high leverage
and weakened demand in the company's core businesses. The rating
also considers the company's favorable position as a leading
provider of service, repair, overhaul and industrial cleaning
services to the power generation and energy sectors.
The B3 rating on the company's planned $225 million senior
unsecured notes due 2016 reflects the notes pari passu status with
all existing and future senior indebtedness of the co-borrowers:
Aquilex Holdings LLC and Aquilex Finance Corp. The notes' ratings
reflect that they are guaranteed by the company's domestic
subsidiaries but are subordinated to the company's senior debt.
The use of proceeds includes the refinancing of approximately
$156 million of senior notes.
The ratings upgrade on the company's senior secured first lien
facilities to Ba2 from Ba3 results from the ratings lift caused by
adding the $225 million senior unsecured notes to the capital
structure. The new notes are believed to be in a first loss
position in the event of default. The ratings upgrade is
consistent with Moody's Loss Given Default methodology.
The negative outlook reflects the view that the company is weakly
positioned in its ratings category due to weakness in its credit
metrics arising from the slowdown in industrial cleaning and in
its specialty repair and overhaul business. The negative outlook
also reflects the decline in margins and Moody's overall
expectations for continued pressure on the company's intermediate
term performance. Although the contemplated transaction should
result in improved room under the company's covenants, the
company' fundamental operating performance and key credit metrics
are not anticipated to improve sufficiently over the near term so
as to warrant a stable outlook. The outlook could be changed to
stable if the company was anticipated to show improving free cash
flow to debt and was expected to delever so that debt to EBITDA
was anticipated to be below 4 times within the next twelve months.
The ratings could be downgraded if EBITDA to interest was
anticipated to decline to under 1.25 times on a projected basis or
debt to EBITDA was anticipated to increase over 5.5 times.
The last rating action was October 1, 2009 when Moody's changed
the rating outlook to negative and affirmed the company's B2
corporate family and probability of default ratings.
Upgrades:
Issuer: Aquilex Holdings LLC
-- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD2,
21% from Ba3, LGD3, 30%
Assignments:
Issuer: Aquilex Holdings LLC
-- Senior Unsecured Regular Bond/Debenture, Assigned B3, LGD5,
76%
Aquilex Holdings, LLC, headquartered in Atlanta, Georgia, is a
leading provider of service, repair and overhaul services, and
industrial cleaning services to the energy and power generation
sectors. Revenues for the LTM period through September 30, 2009
were approximately $511 million.
AQUILEX HOLDINGS: S&P Assigns 'B' Rating on $225 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating (same as the corporate credit rating) and '4'
recovery rating to Atlanta, Georgia-based Aquilex Holdings LLC's
proposed $225 million senior unsecured notes due 2016. The '4'
recovery rating indicates S&P's expectation for average (30%-50%)
recovery in the event of a payment default. The ratings are based
on preliminary terms and conditions.
The existing ratings on Aquilex, including the 'B' corporate
credit rating, are unchanged. The outlook is negative. Net
proceeds from the proposed notes offering will be used to repay
$161 million of mezzanine notes (including accrued interest) and
to repay $50 million of the term loans outstanding under the
company's existing senior secured credit facilities.
The ratings on Aquilex reflect its highly leveraged financial
profile and weak business risk profile. With annual revenues of
more than $500 million, operations are narrowly focused on
maintenance, repair, and cleaning services in energy sector end-
markets. Services offered include welding, overlays,
hydroblasting, industrial vacuuming, and chemical and tank
cleaning.
Ratings List
Aquilex Holdings LLC
Corporate credit rating B/Negative/--
New Ratings
$225 million senior unsecured notes due 2016 B
Recovery rating 4
ARENA FOOTBALL: Bankruptcy Court Approves Assets Sale to AF1
------------------------------------------------------------
According to Our Sports Central, the Hon. Susan Sonderby of the
U.S. Bankruptcy Court in Chicago approved the sale of Arena
Football League's assets -- including all AFL and former af2 team
names and logos -- to Arena Football One LLC.
AF1 offered $2.5 million for the assets. The offer was subject to
competing bids at an auction scheduled for Nov. 25.
Formed in 2009, the Arena Football One League is a new football
league that boasts teams from coast to coast. It expects to
commence inaugural season in the Spring of 2010.
About Arena Football League
The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster. It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game. Almost two months after the New Orleans
Voodoo folded on the league's owners chose to cancel the 2009
season to work on developing a long-term plan to improve its
economic model.
As reported by the TCR on August 14, 2009, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000. The involuntary petition was signed by
Gridiron Enterprises Inc., Johnson & Bell Ltd., and Sheraton New
Orleans Hotel. Gridiron is the largest of the three creditors,
with $272,000 owed to it. Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.
Judge Susan Pierson Sonderby converted the case to a voluntary
Chapter 11 on Aug. 26 ((Bankr. N.D. Ill. Case No. 09-29024).
ARTISAN HOTEL: IRS Pushes to Convert Case to Chapter 7 Liquidation
------------------------------------------------------------------
According to a report posted in TradingMarkets.com, the Internal
Revenue Services is asking the Bankruptcy Court to convert the
Chapter 11 case of Artisan Hotel to a Chapter 7 liquidation, in
light of the Company's failure to comply with federal tax
obligations and file monthly operating reports. According to the
IRS, the Company's failure to comply with the requirements shows
continuing loss and inability to rehabilitate its respective
business. A hearing on the request is scheduled for January 6.
The Artisan Hotel & Spa LLC -- http://www.theartisanhotel.com/--
operates the Artisan Hotel & Spa in Las Vegas, Nevada. The
Company filed for Chapter 11 protection on Dec. 9, 2009 (Bankr. D.
Nev. Case No. 08-24684). David J. Winterton, Esq., at David J.
Winterton & Assoc. Ltd., represents the Debtor in its
restructuring efforts. In its petition, the Debtor posted assets
of between $10 million to $50 million, and debts of between
$1 million to $10 million.
ASARCO LLC: Grupo Mexico Consummates Bankruptcy Plan
----------------------------------------------------
Grupo Mexico, S.A.B. DE C.V.'s subsidiary, Americas Mining Corp.
(AMC), has consummated its bankruptcy plan for ASARCO LLC,
reuniting ASARCO with its parent company. The reintegration
follows U.S. District Court Judge Andrew S. Hanen's decision last
month to approve GMEXICO's full payment reorganization plan for
ASARCO, concluding the company's four-year Chapter 11 proceeding.
"Today marks the beginning of a new chapter for ASARCO and Grupo
Mexico," said Jorge Lazalde, vice president and general counsel of
ASARCO Inc. "With ASARCO now able to operate free of its
burdensome asbestos and environmental liabilities, which will be
fully satisfied under our plan, we believe the combined entity
will create one of the world's strongest and most competitive
copper producers. We look forward to working closely with our
employees and local communities to realize the full potential of
ASARCO's high-quality operations and valuable assets. We are
grateful for this outcome and to all who helped make it possible."
The court-approved plan, among other things, called for AMC to
make a US$2.2 billion cash contribution to ASARCO for distribution
to creditors, additionally disburse to creditors an estimated
US$1.4 billion in cash on hand from ASARCO's balance sheet and
guarantee ASARCO's issuance of a one-year promissory note for
US$280 million payable to the asbestos creditors.
To finance the plan, a syndicate of internationally recognized
financial institutions has provided US$1.5 billion in financing to
AMC. GMEXICO contributed an additional US$700 million to fund the
US$2.2 billion cash contribution on the closing date.
The completion of the bankruptcy plan results in the return of
full management and control of ASARCO to AMC, and the release of
AMC and GMEXICO from all bankruptcy-related claims.
About ASARCO LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts. Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.
When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.
ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525). They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors. Former judge Robert C. Pate
has been appointed as the future claims representative. Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.
Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case. On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.
ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006. (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).
Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).
Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by ASARCO LLC and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
About Grupo Mexico
Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.
* * *
As of August 14, 2009, Grupo Mexico continues to carry Fitch
Ratings' BB+ Issuer Default ratings.
AURORA OIL: Confirmation Hearing Rescheduled for December 11
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan has
rescheduled the confirmation hearing of Aurora Oil & Gas
Corporation and Hudson Pipeline & Processing Co., LLC's Plan of
Reorganization to Dec. 11, 2009, at 10:00 a.m., at Courtroom A,
One Division N.W., Grand Rapids, Michigan. The hearing was
originally scheduled for Dec. 10, 2009.
The Plan provides that holders of administrative claims and DIP
facility claims will be paid in full, in cash. Outstanding
letters of credit issued under the debtor-in-possession financing
facility may be converted to LoCs issued under the exit facility.
According to the Court-approved disclosure statement, first lien
lenders owed in excess of $73.8 million will recover 63% of their
claims through the issuance of new secured notes and 32 million
shares of the preferred stock of reorganized Aurora. Holders of
second lien loan claims in excess of $56 million will receive 56
million shares of class A common stock of reorganized Aurora, for
a 0.000002% recovery.
Holders of general unsecured claims against Aurora will receive
their pro rata share of $150,000 cash allocated to them, for a 6%
to 9% recovery. Holders of allowed general unsecured claims
against HPPC will split $50,000 in cash, for a recovery of 72% to
100%. Holders of existing common stock won't receive anything.
A copy of the Plan filed on Oct. 7, 2009, is available for free
at http://bankrupt.com/misc/AuroraOil_DiscStatement.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/AuroraOil_Plan.pdf
About Aurora Oil & Gas
Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(Pink Sheets: AOGS) is an independent energy company focused on
unconventional natural gas exploration, acquisition, development
and production, with its primary operations in the Antrim Shale of
Michigan, the New Albany Shale of Indiana and Kentucky.
The Company and one affiliate filed for Chapter 11 protection on
July 12, 2009 (Bankr. W.D. Mich. Case Nos. 09-08254 and 09-08255).
Judge Scott W. Dales presides over the case. Stephen B. Grow,
Esq., at Warner Norcross & Judd, LLP, in Grand Rapids, Michigan;
and Joel H. Levitin, Esq., and Richard A. Stieglitz, Jr., at
Cahill Gordon & Reindel LLP, in New York, serve as the Debtors'
counsel. Aurora listed between $100 million and $500 million each
in assets and debts.
http://bankrupt.com/misc/AURORAOIL_Ch11Plan.pdf
http://bankrupt.com/misc/AURORAOIL_DS.pdf
AVENTINE RENEWABLE: Wants Plan Filing Extended Until March 4
------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to extend their exclusive period to propose a Chapter 11
plan and to solicit votes for the plan until March 4, 2010, and
May 3, 2010, respectively.
Aventine says that it continues to engage in substantial and
extensive negotiations with investors and the unsecured creditors
committee regarding the terms and funding for a Chapter 11 plan of
reorganization and exit financing. As a result of these
negotiations, the Debtors filed a plan, including backstop
commitment agreement and all other documents, et al., on Dec. 4,
2009.
The Debtors note that in the event that the Plan is not confirmed,
the requested extension will provide them time to reassess and
pursue all alternative options with respect to their Chapter 11
restructuring.
Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States. In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.
Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos. Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.
The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214). Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors. Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor. Garden City Group, Inc.,
has been engaged as claims agent. Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors. When it filed for bankruptcy
protection from its creditors, Aventine Renewable listed between
$100 million and $500 million each in assets and debts.
AVIZA TECHNOLOGY: Wants Ch. 11 Plan Filing Extended Until March 8
-----------------------------------------------------------------
Aviza Technology Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of California to extend
their exclusive periods to file a plan of reorganization and to
solicit acceptances of that plan until March 8, 2010, and May 6,
2010, respectively.
The Debtors relate that they are formulating their proposed plan
of reorganization that will provide for the substantive
consolidation of these estates, liquidation of the Debtors'
remaining assets, and distribution to creditors in accordance with
the priorities of the Bankruptcy Code. The Debtors are also
undertaking a preliminary review of claims for purposes of proper
classification and provide information to complete the proposed
disclosure statement and plan. The Debtors will also be shutdown
for part of the holiday season (December 18, 2009 - January 4,
2010).
This request for a second extension of the exclusive periods is
scheduled for December 16, 2009, at 10:30 a.m. before the Hon.
Roger L. Efremsky, at the U.S. Bankruptcy Court, 280 S. First St.,
Room 3099, in San Jose, California.
About Aviza Technology
Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets. The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications. The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.
The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511). Judge Roger
L. Efremsky presides over the Chapter 11 case. Attorneys at the
Law Offices of Murray and Murray represent the Debtors. At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.
BEAZER HOMES: CEO McCarthy Has $6.4-Mil. Salary for FY2009
----------------------------------------------------------
Ian J. McCarthy, president and chief executive officer of Beazer
Homes USA, Inc., received $6,430,253 as salary for the fiscal year
ended September 30, 2009, according to the Company's regulatory
filing on Monday. The amount comprises Mr. McCarthy's base salary
of $1,200,000 and stock awards of $2,613,238.
Mr. McCarthy's 2008 pay was $7,898,865 and his 2007 pay was
$7,535,458.
Michael H. Furlow, President of the Company's Charleston/Myrtle
Beach/Savannah Division, received $3,163,533 pay for 2009. He
received $4,044,247 in 2008 and $3,801,433 in 2007.
Kenneth F. Khoury, Beazer's Executive Vice President and General
Counsel, received $44,211 as 2009 pay. Mr. Khoury joined Beazer
effective January 5, 2009.
Allan P. Merrill, Beazer's Executive Vice President and Chief
Financial Officer, received $2,571,244 as 2009 pay. He received
$3,312,019 in 2008 and $1,502,905 in 2007.
Beazer disclosed that during 2009, Mr. Furlow, its former
Executive Vice President and Chief Operating Officer, indicated
that he was considering retiring from the Company. The Company's
Board of Directors believed it was important to retain Mr.
Furlow's long-term knowledge of the Company and expertise in the
homebuilding industry, particularly during such difficult market
conditions as those being experienced by the Company. The Company
was able to negotiate a new two-year employment agreement with Mr.
Furlow pursuant to which Mr. Furlow will serve as Division
President for several of the Company's most important and
attractive markets. Mr. Furlow's initial salary under the
agreement is $569,800 and will increase in the second year to
$800,000 -- an arrangement Beazer believes will serve to retain
Mr. Furlow and help assure the Company of his continued services
and advice during an important time for the Company.
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".
BROADSTRIPE LLC: Financing Increased and Extended to April
----------------------------------------------------------
Following an agreement with lenders, Broadstripe LLC received
permission from the Bankruptcy Court to increase its DIP credit
financing the reorganization from $15 million to $16.75 million
while extending the maturity from Dec. 31 to April 30.
Broadstripe already filed a reorganization plan to carry out an
agreement reached before the Chapter 11 filing with holders of the
first- and second-lien debt. But like in the previous extension
requests, Broadstripe noted that the official committee of
unsecured creditors has filed a lawsuit seeking to invalidate the
lenders' liens. Until the suit is resolved, the Committee won't
support a plan that recognizes the validity of the lenders'
claims.
About Broadstripe LLC
Headquartered in Chesterfield, Missouri, Broadstripe LLC --
http://www.broadstripe.com/-- provides videos and telephone
services to consumers and business in Maryland, Michigan,
Washington and Oregon. The Company and five of its affiliates
filed for Chapter 11 protection on January 2, 2009 (Bankr. D. Del.
Lead Case No. 09-10006). Attorneys at Ashby & Geddes, and Gardere
Wynne Sewell LLP represent the Debtors in their restructuring
efforts. The Debtors tapped FTI Consulting Inc. as their
restructuring consultant, and Epiq Bankruptcy Consultants LLC as
their claims agent. In its petition, Broadstripe listed assets
and debts between $100 million and $500 million.
BUCKEYE HALL: Restaurant to Be Torn Down
----------------------------------------
The Associated Press reports that the Columbus city council
approved a 10-year tax break for developers who will demolish the
Buckeye Hall of Fame Cafe and replace it with a 134-room hotel.
Matt Alvarez at NBC4 relates that the city recommended a 75% tax
incentive to the real estate developer. According to The AP, the
attorney for the receiver of the Buckeye Hall said that the
restaurant expects to find a new location. Citing Columbus city
council officials, NBC4 states that Continental Real Estate is
interested in buying out the restaurant and putting a SpringHill
suites hotel in its place.
The Buckeye Hall of Fame Cafe is a restaurant south of the Ohio
State campus owned by Jon Self. It is often a big gathering spot
on game days. Earlier, the building housed the Jai Lai, a
restaurant frequented by legendary Ohio State coach Woody Hayes.
The Buckeye Hall fell into receivership in February 2009 when it
was behind more than $160,000 on its rent.
BULLY'S SPORTS: State's Smoking Ban Blamed for Chapter 11 Filing
----------------------------------------------------------------
Bully's Sports Bar & Grill Inc., with 15 locations in Nevada,
filed for Chapter 11 reorganization on Dec. 4 in Reno (Bankr. D.
Nev. Case No. 09-54325).
Bill O'Driscoll at rgj.com says Bully's Sports Bar & Grill cited
the impact from the state of Nevada's ban on public indoor smoking
coupled with the recession's pinch on consumers. The Company said
it would continue to operate its outlets under bankruptcy.
Bully's Sports Bar & Grill owns 15 bars and restaurants in Reno,
Sparks and Carson City, Nevada. The petition says assets and debt
are both less than $10 million.
C&C PUMPING: Files for Reorganization in Orlando
------------------------------------------------
C&C Pumping Services Inc. filed a Chapter 11 petition on Dec. 7 in
Orlando (Bankr. M.D. Fla. Case No. 09-18703), listing assets of
$7.1 million against debt totaling $10.2 million. Debt includes
$8.6 million in secured obligations.
C&C Pumping Services Inc. is a provider of concrete-pumping
services from Groveland, Florida. The company has 61 concrete
pumps in the fleet, according to the Web site.
CAMBRIDGE-LEE HOLDINGS: Chapter 11 Case Summary
-----------------------------------------------
Debtor: Cambridge-Lee Holdings, Inc.
86 Tube Drive
Reading, PA 19605
Bankruptcy Case No.: 09-14352
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No.
------ --------
Tubo de Pasteje, S.A. de C.V. 09-14353
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Kevin J. Carey
About the Business:
Debtors' Counsel: 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
Estimated Assets: $100,000,001 to $500,000,000
Estimated Debts: $100,000,001 to $500,000,000
The petition was signed by Rafael Davila Olvera, treasurer of the
Company.
CANWEST GLOBAL: Recapitalization Transaction Milestone Extended
---------------------------------------------------------------
Canwest Global Communications Corp. announced that members of the
ad hoc committee of 8% senior subordinated noteholders of Canwest
Media Inc. have extended the date by which the Company must file a
consensual recapitalization plan with the Ontario Superior Court
of Justice from November 30, 2009, to the twenty first day
prior to the meeting of creditors of Canwest to be called to
consider the recapitalization plan. The deadline for the meeting
under the terms of the previously announced Support Agreement and
the Use of Cash Collateral and Consent Agreement remains
January 30, 2010. The Ad Hoc Committee has also indicated that it
is prepared to enter into a corresponding amendment to the Use of
Cash Collateral and Consent Agreement.
The latest extension provides Canwest with additional time to
develop, in consultation with the members of the Ad Hoc Committee,
a comprehensive plan for an orderly and structured
recapitalization for the benefit of all stakeholders.
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company. In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.
Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel. The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.
In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.
Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News. The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
CANWEST GLOBAL: Subordinate Shares Begin Trading on TSX Venture
---------------------------------------------------------------
Canwest Global Communications Corp's subordinate voting shares
and non-voting shares have begun trading on the TSX Venture
Exchange effective November 16, 2009.
According to a Company statement, Canwest made the application to
list the Shares on the TSX-V after being advised by the Toronto
Stock Exchange that its Shares would be delisted effective at the
close of market on November 13, 2009.
About Canwest Global
Canwest Global Communications Corp. (TSX: CGS and CGS.A) --
http://www.canwest.com/-- an international media company, is
Canada's largest media company. In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.
On October 6, 2009, Canwest Global, Canwest Media Inc., Canwest
Television Limited Partnership (including Global Television,
MovieTime, DejaView and Fox Sports World), The National Post
Company and certain subsidiaries voluntarily entered into, and
successfully obtained an Order from the Ontario Superior Court of
Justice (Commercial Division) commencing proceedings under the
Companies' Creditors Arrangement Act. The CMI Entities'
commencement of these proceedings was undertaken in furtherance of
a proposed recapitalization transaction that is supported by over
70% of holders of the 8% senior subordinated notes issued by CMI.
On the same day, FTI Consulting Canada Inc., the Court-appointed
Monitor in the CCAA proceedings, sought protection in the United
States Bankruptcy Court under Chapter 15 of the United States
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 09-15994) for
certain of the entities involved in Canwest's television business
that filed for protection under the CCAA, including Canwest,
Canwest Media Inc. and Canwest Global Broadcasting
Inc./Radiodiffusion Canwest Global Inc.
Judge Stuart M. Bernstein presides over the Chapter 15 cases.
Evan D. Flaschen, Esq., at Bracewell & Giuliani LLP, in Hartford,
Connecticut, serves as Chapter 15 Petitioner's counsel. The
Chapter 15 Debtors disclosed estimated assets of $500 million to
$1 billion and estimated debts of $50 million to $100 million.
In a regulatory filing with the U.S. Securities and Exchange
Commission, Canwest Media disclosed C$4,847,020,000 in total
assets and C$5,826,522,000 in total liabilities at May 31, 2009.
Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News. The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
CAPTAIN'S WATCH: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Captain's Watch, LLC
1415 Butler Avenue
Tybee Island, GA 31328
Bankruptcy Case No.: 09-42722
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Southern District of Georgia (Savannah)
Debtor's Counsel: J. Michael Hall, Esq.
Hall & Kirkland, PC
Post Office Box 647
Statesboro, GA 30459
Tel: (912) 489-2831
Fax: (912) 489-2887
Email: mhall@hallandkirkland.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $10,000,001 to $50,000,000
The Debtor identified Darby Bank & Trust Co. with a debt claim
(1415 Butler Avenue - Tybee Island - 1st mtg Old Leo Clifton Farm
- 1st mtg 80 acres - Davis Tract - 1st mtg 487.50 acres - Phillips
Tract -- 2) for $8,229,403 ($3,481,914 secured) as its largest
unsecured creditor. A list of the Company's largest unsecured
creditor is available for free at:
http://bankrupt.com/misc/gasb09-42722.pdf
The petition was signed by Kenneth E. Clifton, member/manager of
the company.
CARTWRIGHT DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Cartwright Development Company, LLC
Post Office Box 553
Winfield, WV 25213
Bankruptcy Case No.: 09-30967
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Southern District of West Virginia (Huntington)
Judge: Ronald G. Pearson
Debtor's Counsel: Marshall C. Spradling, Esq.
100 Capitol Street, Suite 703
Charleston, WV 25301
Tel: (304) 343-2544
Fax: (304) 343-2546
Email: marshallspradling@wvdsl.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $3,335,020
and total debts of $2,080,473.
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/wvsb09-30967.pdf
The petition was signed by Jeffrey Wright, managing member of the
Company.
CATHOLIC CHURCH: CBNA Reaches Settlement With 8 Creditors
---------------------------------------------------------
Since the October 28, 2009 final hearing of the eight creditors'
request for relief from automatic stay, the Creditors and the
Catholic Bishop of Northern Alaska have entered into a tentative
settlement agreement, Judge MacDonald noted in his order on the
request.
The eight Creditors have filed claims for sexual abuse and are
plaintiffs in pending actions in the Superior Court for the State
of Alaska.
If the settlement agreement is approved through adoption of a
revised plan of reorganization, the request for relief from stay
becomes moot. However, if the Plan fails or the proposed
settlement falls apart, the Creditors are entitled to a prompt
ruling on their request, Judge MacDonald said.
Therefore, on the Court's own motion, Judge MacDonald ruled that
the Creditors' request is denied without prejudice. In the event
the proposed settlement is not consummated, he directed the
Creditors to promptly notify the Court and request a ruling, and
the Court will vacate the order, and will issue a final ruling on
the merits.
About Diocese of Fairbanks
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts. Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel. Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case. The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.
The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008. Its exclusive plan filing period
expires on January 15, 2009. (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
CATHOLIC CHURCH: CMRS Gets Status Conference on Mediation
---------------------------------------------------------
The Catholic Mutual Relief Society of America and The Catholic
Relief Insurance Company of America ask the U.S. Bankruptcy Court
for the District Of Alaska for a status conference to address and
schedule further efforts to settle certain issues involved in the
bankruptcy proceeding.
Pursuant to the Mediation Scheduling Order issued by the court on
March 12, 2009, the Catholic Mutual Parties participated in an
"initial mediation conference" in April 2009, involving two co-
mediators, Judges Frank L. Kurtz and William L. Betinelli. The
mediation conference, held in Seattle, Washington, did not result
in a settlement.
The Catholic Mutual Parties say that they were advised by Judge
Betinelli that the Court had directed an additional mediation or
settlement conference, to occur early December in Anchorage,
Alaska. They assert that they have received no orders confirming
or scheduling any further mediation proceeding, and that it is not
clear whether co-mediator Judge Kurtz is aware of the conference
or whether and to what extent his role or involvement might be.
Hence, the Catholic Mutual Parties ask that these matters, and any
others that may be raised regarding the specifics of continued
settlement proceedings, be addressed in a status conference before
the Court or by an order.
* * *
The Court subsequently held a status conference. According to
that hearing's proceeding memorandum, a settlement has been
reached between the Diocese, the Monroe Foundation, the Parishes,
the Claimants, the Official Committee of Unsecured Creditors,
Alaska National Insurance Company and Continental Insurance
Company.
The Diocese's counsel, Susan G. Boswell, Esq., at Quarles & Brady
LLP, in Tucson, Arizona, put the terms of the settlement on the
record.
About Diocese of Fairbanks
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts. Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel. Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case. The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.
The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008. Its exclusive plan filing period
expires on January 15, 2009. (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
CATHOLIC CHURCH: Fairbanks' Plan Outline Hearing Cont'd to Jan. 25
------------------------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska has adjourned the hearing to consider the
Catholic Bishop of Northern Alaska's Disclosure Statement
accompanying its Second Amended Plan of Reorganization to
January 25, 2010, at 9:00 a.m.
The Initial Disclosure Statement Hearing was held December 4.
According to the minutes of the December 4 Disclosure Statement
Hearing, the Diocese anticipates lodging a stipulated order on
December 14, 2009, conditionally approving the Second Amended
Disclosure Statement and setting out deadlines for a confirmation
hearing to be held January 25 and January 26, 2010.
The Diocese said it intends to file its Third Amended Plan and
Disclosure Statement on December 11, 2009. All objections will be
due on January 15, 2010, with the exception of Catholic Mutual,
Catholic Relief and Traveler's objections, which will be due
January 18, 2010.
Judge MacDonald also ruled that the Diocese will file a reply
brief on January 21, 2010, with regard to the objections of the
Society of Jesus, Oregon Province and any objections filed by
parties other than Catholic Mutual, Catholic Relief and Travelers.
The Diocese will file a reply to the objections of the Insurers on
January 22.
Parties File Object to Disclosure Statement
These parties-in-interest filed objections and responses to the
Disclosure Statement:
-- Travelers Casualty and Surety Company;
-- Continental Insurance Company;
-- Society of Jesus, Oregon Province;
-- the Future Claims Representative;
-- GNL Exploration;
-- Louis and Nancy Green;
-- Catholic Mutual Relief Society of America and the Catholic
Relief Insurance Company; and
-- Nancy McGuire, acting president of Friends of Pilgrim
Springs.
A. Travelers
Travelers Casualty and Surety Company, formerly known as Aetna
Casualty and Surety Company asks the U.S. Bankruptcy Court for the
District of Alaska not to approve the Disclosure Statement
supporting the Catholic Bishop of Northern Alaska's Second Amended
and Restated Plan of Reorganization arguing that the Disclosure
Statement lacks adequate information as required by Section 1125
of the Bankruptcy Code.
Travelers issued to the Diocese two "occurrence"-based umbrella
policies that were in effect between April 15, 1988, and July 1,
1990. Coverage A of the Policies affords coverage for "bodily
injury" "[o]ccurring during the policy period" that is caused by
an "occurrence." Just three of the sexual abuse claims filed in
the Diocese's bankruptcy case allege abuse that occurred while the
Policies were in effect, William T. Corbett, Jr., Esq., at Drinker
Biddle & Reath LLP, in Florham Park, New Jersey, tells the Court.
He asserts that Coverage A affords no coverage for the remaining
claims against the Diocese because the Policies were not in effect
at the moment the claimants were allegedly injured.
The Disclosure Statement lacks fundamental information pertaining
to the Plan's treatment of the Policies and the rights of
interested parties, including Travelers and Tort Claimants under
the Plan, and contains material factual misstatements that render
it insufficient for purposes of Section 1125, Mr. Corbett argues.
CBNA has mischaracterized Travelers as a "Breaching Insurer,"
however, Mr. Corbett contends that the description is erroneous
and materially misleading. He asserts that contrary to what is
conveyed by that description, there has been no adjudication by
any court that Travelers has breached any obligation under the
Policies and Travelers vigorously disputes that it has.
Mr. Corbett also argues, among other things, that the Disclosure
Statement:
-- fails to disclose material risks to tort claimants;
-- fails to disclose that a finding by the special arbitrator
that an arbitration award is reasonable will not be binding
on insurers;
-- should disclose substantial risks of the comprehensive
coverage action between the Diocese and its insurers;
-- should disclose potential litigation costs;
-- fails to address the lack of insurance neutrality; and
-- should disclose the sweeping scope of the Plan's non-debtor
releases.
B. Continental
The Continental Insurance Company, in its capacity as a creditor
of the Catholic Bishop of Northern Alaska and not as an insurance
company, files an objection to the Diocese of Fairbanks'
Disclosure Statement for its Second Amended and Restated Plan of
Reorganization.
Continental says that it has previously provided the Diocese's
counsel with its written comments suggesting various changes to
both the Plan and the Disclosure Statement, and while Continental
believes the Diocese will make the revisions in its next amended
plan and disclosure statement, Continental files its conditional
objection to preserve its rights to object to certain portions of
the Disclosure Statement.
Continental identifies these provisions of the Disclosure
Statement, which it believes need to be corrected or revised:
(a) The Disclosure Statement states "CBNA intends to appeal
the final judgment in the Policy Existence Case." As part
of the settlement reached between Continental and CBNA,
CBNA does not intend to appeal the final judgment to be
entered in the parties' policy existence action, and the
statement should either be deleted or amended;
(b) The Disclosure Statement states that "the Court had trial
on whether Continental is entitled to reimbursement of
defense costs." The statement is inaccurate and should be
revised to reflect that "the Court scheduled trial";
(c) The statement that "for each of the Alaska Abuse Cases
containing allegations of abuse between October 1973 and
April 15, 1979, CBNA tendered defense of the claims to
Continental, which served as CBNA's primary insurer during
that time period" is not correct and perhaps could best be
revised by adding the phrase "which CBNA claimed was its
primary insurer during that time period."; and
(d) The Disclosure Statement still contains argumentative
opinions concerning reasons CBNA was unable to achieve any
settlements. The statement that CBNA was unable to make a
meaningful settlement offer because Continental refused to
participate is entirely argumentative and amounts solely
to an opinion, and is not a fact. A similar statement,
which attempts to blame Continental for the inability to
resolve any pending cases outside of bankruptcy, should
also be deleted.
C. C. Society of Jesus
The Society of Jesus, Oregon Province, says that it is a creditor
of the Catholic Bishop of Northern Alaska having filed three
proofs of claim relating to a promissory note, the Diocese's
liability to the Oregon Province for allocation of fault and
indemnity, and the Oregon Province's interest in insurance
coverage under insurance policies issued to CBNA.
Frederick J. Odsen, Esq., at Hughes Pfiffner Gorski Seedorf &
Odsen, LLC, in Anchorage, Alaska, relates that the Diocese's
Disclosure Statement explaining its Second Amended and Restated
Plan of Reorganization includes (i) discussions entitled "The
Sexual Abuse Crisis and the Fairbanks Diocese's Response" in which
it makes certain statements and assertions regarding allegations
of sexual abuse, and (ii) a discussion entitled "Claims for
Contribution or Indemnity Against the Oregon Province of Jesuits
and Other Religious Orders" in which it makes certain statements
and assertions regarding its views of Alaska law concerning the
subject.
Mr. Odsen also contends that the Disclosure Statement makes other
factual and legal statements and assertions, and presumably will
make additional statements and assertions in the third amended
disclosure statement regarding matters that may relate to the
Oregon Province generally, to claims by and against the Oregon
Province, and to other matters, which may bear on confirmation of
the Plan and resolution of disputed issues between the Diocese and
its successors and trusts, and the Oregon Province.
The Oregon Province believes that some of CBNA's statements and
assertions in the Disclosure Statement may not be legally or
factually accurate and as to which the Oregon Province may dispute
and have a strong opposing view, Mr. Odsen asserts. He adds that
the Oregon Province does not believe that the appropriate time to
air those disputes is in the context of a disclosure statement
hearing in part, because the discussion of the issues that exist
between the Diocese and the Oregon Province are not those that
fall within the definition of "adequate information" as defined in
Section 1125 of the Bankruptcy Code, and because those issues and
disputes will likely be resolved outside the framework of a
disclosure statement hearing.
Accordingly, for purposes of CBNA's compliance with Section 1125,
the Oregon Province does not object to the Second Amended
Disclosure Statement on the grounds it does not provide "adequate
information". However, the Oregon Province's decision not to
object is not, and should not be construed as, an admission,
agreement, acquiescence, or consent to the accuracy, completeness,
or validity of any of the Diocese's statements and assertions
contained in its Disclosure Statement, as to which the Oregon
Province expressly reserves its rights.
D. M. Murphy
In his preliminary objection and reservation of rights to the
Disclosure Statement in support of CBNA's Second Amended and
Restated Plan of Reorganization, Michael Murphy, as the Future
Claims Representative in the Catholic Bishop of Northern Alaska's
bankruptcy case, notes that during the status conference hearing
on November 24, 2009, CBNA's attorneys stipulated that a Third
Amended Plan and Disclosure Statement will be made available after
December 4, 2009; however, the Second Amended Disclosure Statement
will not be vacated.
The Disclosure Statement should not be approved and the objection
deadline should be adjourned until the Third Amended Plan and
Disclosure Statement are made available for review, Mr. Murphy
contends. He reveals that he has been and remains available to
communicate directly with the CBNA and its attorneys during the
drafting of the Third Amended Plan and Disclosure Statements.
With respect to the ongoing litigation and the potential post-
confirmation proceeds, Mr. Murphy also seeks clarification as to
how the proceeds will be allocated between the Tort Claimants and
the Future Tort Claimants.
E. GNL Expl.
GNL Exploration, a small "mom and pop" mining and prospecting
group, files an objection to the approval of the Disclosure
Statement accompanying Catholic Bishop of Northern Alaska's Second
Amended and Restated Plan of Reorganization.
Gary T. Longley, Sr., GNL's vice president, contends that the
Disclosure Statement clearly states that an auction sale will be
conducted as part of the confirmation process, where the Pilgrim
Springs' 320 acres of land will be sold free and clear of all
liens, claims, interests and encumbrances to the bidder submitting
the highest and best bid. He notes that GNL has more than 20,000
acres of mining claims around Pilgrim Springs, USS 565.
"We strenuously object to this sale, but for the record, do not
oppose development of the geothermal potential in this general
area," Mr. Longley tells the U.S. Bankruptcy Court for the
District of Alaska. He contends that representatives of the
Diocese of Fairbanks have consistently told him and other members
of the Friends of Pilgrim Springs, a non-profit association
dedicated to the historical preservation of the 320 acre parcel,
that the Church would not sell the land, but plan a lease sale
option to help them payoff creditors and claimants.
There is some confusion if not direct deceit on who owned USS 565
after Henry Beckus had it patented in 1908 and apparently deeded
for the Diocese, Mr. Longley informs the Court. He asserts that
GNL challenges the authenticity of the deed since he and GNL are
well aware of some of the skullduggery that went on regarding
mining claims by judicial officials in the early 1900s.
Mr. Longley informs the Court that the "right-of-way" access from
the Nome to Kougarok Road into Pilgrim Springs expired in 2005, so
if the property is sold, there is no existing right of way. He
notes that approval or letters of non-objection would have to be
sought regarding "right-of-way" access.
"In conclusion, we are not against the geothermal development
since the 'hot spot' may very well be on our mining claims or on
the Mary's Igloo Native Corporation Land. We primarily want to
protect the historical value of the cemetery, church and use of
the hot tub by the general public," Mr. Longley says. "We are
well aware that your duty as the Bankruptcy Judge is to get that
issue settled, but would hope that you would show some compassion
towards the citizenry of this area and would delay the sale until
such a time as the adverse possession issues are settled," he
adds.
F. CMRS & CRIC
The Catholic Mutual Relief Society of America and The Catholic
Relief Insurance Company of America opposes the approval of the
Catholic Bishop of Northern Alaska's Disclosure Statement
explaining its Second Amended and Restated Plan for several
reasons, including the fact that it lacks adequate information as
required by Section 1125 of the bankruptcy Code, and because the
Plan is simply not confirmable.
John C. Wendlandt, Esq., at Sedor, Wendlandt, Evans & Filippi,
LLC, in Anchorage, Alaska, contends that the Plan is premised
almost entirely on the payment of tort claims through:
(a) a contested covenant settlement, attempting to mirror the
Supreme Court of Alaska's ruling in Great Divide Insurance
Co. v. Carpenter, 79 P.3d 599 (Alaska 2003), and through
the creation of a "Settlement Trust" and "Litigation
Trust," each to be funded though the sale of certain
property to the Endowment, which is either an affiliate of
the Diocese or property of the estate;
(b) the receipt of certain other payments; and
(c) the assignment to the Trusts of certain alleged claims
against the "Breaching Insurers." He notes that the
Diocese fails to disclose or explain, in the Disclosure
Statement, that there has never been a determination by
any court of competent jurisdiction that any insurer is a
"Breaching Insurer."
Mr. Wendlandt also argues that the Disclosure Statement and the
Plan omit material information, fail to provide for an appropriate
means of implementing the Plan, and misinterpret or simply omit
from the Plan and Disclosure Statement certain material
requirements needed for Court approval of the proposed covenant
settlement and Plan. Hence, Catholic Mutual says, the Court
should not, and arguably cannot, approve the Disclosure Statement,
as a matter of law.
Catholic Mutual also expressly reserves and does not waive all its
rights, defenses, limitations or exclusions in connection with its
coverage certificates, applicable law or otherwise.
G. Nancy L. McGuire and Louis and Nancy Green
Nancy L. McGuire, acting president of Friends of Pilgrim -- a
group of residents of Nome, Alaska, who are concerned about the
future of Pilgrim Hot Springs -- contends that Pilgrim plays an
important role in their cultural and historical past, as well as
part of their spiritual and personal well being.
As previously reported, the Catholic Bishop of Northern Alaska
sought court approval to sell the Pilgrim Hot Springs property,
with an auction to be conducted as part of the confirmation
process.
"We believe Pilgrim Hot Springs was intended to be deeded to the
people of St. Joseph parish in Nome and not a property to be sold
on the auction block to the highest bidder to satisfy a sexual
abuse claim," Ms. McGuire tells Judge MacDonald. She points out
that she and her group are concerned about preserving the physical
and environmental integrity of the property. Ms. McGuire avers
that Pilgrim is an ecological treasure that must be protected for
it has historic buildings that must be preserved, and a cemetery,
where relatives of many Nomeites are interred.
"The Friends of Pilgrim wants to preserve the integrity of the
property for historical, educational, health and scientific
purposes. We are not opposed to geothermal development as long as
the historical and cultural integrity is maintained," Ms. McGuire
says. "We don't want to be victimized by losing access to this
property. We want to make continued access to Pilgrim available
to the youth of this area. We love the unique beauty and serenity
of Pilgrim and want to keep it special, secure and available to
all residents of Nome and the surrounding communities," she adds.
In another filing, Louis and Nancy Green wrote to Judge MacDonald
to express their opposition to the sale of Pilgrim Hot Springs.
The Greens have filed a complaint in the Superior Court of Alaska,
Second Judicial District at Nome, for quiet title under the legal
theory of adverse possession with respect to the property.
"In our meetings in Nome with the Catholic Church agent, Tom
Buzek, this Spring we were told in open meetings that the Pilgrim
Hot Springs would not be for sale and at that time encouraged
local people to provide proposals to the Catholic Church," the
Greens tell Judge MacDonald. They assert that the auction of the
property would hurt their community especially the youth of the
region.
"We feel that our folks and youth of this area have already
suffered enough by the Catholic Dioceses in Fairbanks and they
should not have another item taken away from them," the Greens
point out. They allege that Mr. Buzek, in a number of meetings
last spring, said that the Diocese had no plans to sell the land
or buildings at Pilgrim Hot Springs and he was only interested in
geothermal resource.
The Greens also argue that there is inconsistency to the
property's title and is confusing or outright improper since there
is information regarding title evidence showing that the property
was given to a certain Father LaFourtune and the local Nome
parish, and there is no indication that the parish turned it over
to the Dioceses in Fairbanks.
Another issue that the Greens want the Court to consider is the
Pilgrim Hot Springs Cemetery, where locals were interred,
including two of the Greens' grandsons. "We feel that their
remains and that of others should not be auctioned off to the
highest bidder. We have done all the up-keep of the cemetery
since early 1990's," the Greens add.
Fairbanks Addresses Disclosure Statement Objections
In response to the objections asserted against the approval of its
Second Amended Disclosure Statement, the Catholic Bishop of
Northern Alaska filed with the U.S. Bankruptcy Court for the
District of Alaska two separate omnibus replies.
Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, contends that the Diocese has provided as much
information as is available to it.
"[The Diocese] has discussed the possible outcomes for the success
of its Plan depending on the outcomes of various factors and
litigation," Ms. Boswell tells Judge MacDonald. "This is the very
essence of 'adequate information.' A reasonable creditor would
not expect more," she insists.
Travelers' and Catholic Mutual's denial of insurance coverage to
the Diocese and reservation of rights positions make them
"breaching insurers" at this time, for purposes of a Great Divide
settlement arrangement, Ms. Boswell explains. She adds that
Travelers and Catholic Mutual misstate the principles set forth by
the Alaska Supreme Court in cases as Great Divide Insurance Co. v.
Carpenter, 79 P.3d 599 (2003), and set forth in other persuasive
case law authority.
Among other things, Ms. Boswell argues that the Insurers'
"cooperation clause" argument is without merit, that the Insurers
one-sided view of their "coverage positions" should not be
included in the Amended Disclosure Statement, and that the
Insurers lack standing to assert many of their objections.
The objections filed by GNL, Ms. McGuire and the Greens should be
overruled for they might be appropriately heard at any hearing on
the sale of Pilgrim Springs, but not in the context of Disclosure
Statement approval, Ms. Boswell argues. Even giving the
objections the utmost leeway, they present issues for
confirmation, not for approval of the Disclosure Statement, she
points out. She adds that the three objecting parties are not
creditors, and have filed no proofs of claim in the bankruptcy
case.
Accordingly, the Court overruled the objections filed by GNL, Ms.
McGuire, and the Greens.
About Diocese of Fairbanks
The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110). Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts. Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel. Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case. The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.
The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008. Its exclusive plan filing period
expires on January 15, 2009. (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
CIT GROUP: Judge Gropper's Order Confirming Prepack Plan
--------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Modified Second
Amended Prepackaged Chapter 11 Joint Plan of Reorganization of CIT
Group Inc., and CIT Group Funding Company of Delaware LLC, on
December 8, 2009.
Judge Gropper also approved the Disclosure Statement accompanying
the Debtors' Prepackaged Plan holding that the Disclosure
Statement complies with the requirements of Rule 3016(c) of the
Federal Rules of Bankruptcy Procedure, by sufficiently describing
the provisions of the Plan that provide for releases and
injunctions and sufficiently identifying the persons and entities
that are subject to the Releases and Injunctions. The Court also
determined that the Disclosure Statement contains adequate
information within the meaning of Section 1125(a) of the
Bankruptcy Code.
Judge Gropper concluded that the Plan complied with the statutory
requirements under Sections 1129(a) and (b) of the Bankruptcy
Code, which were necessary to confirm the Plan:
A. Section 1129(a)(1) requires that the Second Amended Plan
comply with all applicable provisions of the Bankruptcy Code,
which includes compliance with Sections 1122 and 1123,
governing classification and contents of the Plan.
The Plan adequately and properly identifies, classifies and
designates 14 classes of Claims and four classes of Interests.
The Claims or Interests placed in each Class are substantially
similar to other Claims or Interests, thereby satisfying
Section 1122 of the Bankruptcy Code. Valid business and legal
reasons exist for the various Classes created under the Plan,
including the contractual subordination of various note
facilities to other note and debt facilities, which do not
unfairly discriminate between holders of Claims or Interests.
Thus, the Plan satisfies section 1123(a)(1).
The Plan specifies that Classes 1, 2, 3, 4, 5, 8B and 17 are
Unimpaired under the Plan, thereby satisfying Section
1123(a)(2) of the Bankruptcy Code. It also specifies that
Classes 6, 7, 8A, 9, 10, 11, 12, 13, 14, 15, 16 and 18 are
Impaired under the Plan in compliance with Section 1123(a)(3).
The Plan also provides for the same treatment for each Claim
or Interest in each Class unless the holder of a particular
Claim or Interest has agreed to a less favorable treatment.
With respect to Class 8, holders of Long-Dated Senior
Unsecured Note Claims who vote to accept the Plan will be
placed in Class 8A. Holders of Long-Dated Senior Unsecured
Note Claims who vote to reject the Plan will be placed in
Class 8B. Unless holders of Class 8B Claims voluntarily have
elected to receive the Impaired Treatment provided to Class 8A
Claims pursuant to the Postpetition Class 8B Election Notice,
each holder of a Claim within Classes 8A and 8B will receive
the same treatment as other claimholders in Class 8A or Class
8B. Accordingly, the Plan satisfies Section 1123(a)(4) of the
Bankruptcy Code.
Furthermore, the Plan provides adequate and proper means for
implementation of the Plan, thereby satisfying Section
1123(a)(5).
Under the Plan, the organizational documents of each
Reorganized Debtor will be amended, as necessary. The
Reorganized CIT Certificate of Incorporation, Reorganized
Delaware Funding Certificate of Formation and Reorganized
Delaware Funding Amendment to Limited Liability Company
Agreement provide that the Reorganized Debtors will not issue
any non-voting equity securities to the extent required by
Section 1123(a)(6).
The Debtors' appointment of officers to the Board of
Directors is consistent with the interests of creditors and
with public policy and, thus, satisfies Section 1123(a)(7).
Specifically, the Debtors disclosed under the Plan a list of
directors and officers of CIT as of the Petition Date, as well
as the process for selection of new Board members of
Reorganized CIT. The Plan also comes with a list of directors
and officers of Delaware Funding and Reorganized Delaware
Funding.
B. The Debtors are proper proponents of the Plan pursuant to
section 1121(a) of the Bankruptcy Code, because they complied
with the applicable provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, the Local Rules for the
U.S. Bankruptcy Court for the Southern District of New York,
the Guidelines for Prepackaged Plan of Reorganization, the
Scheduling Order entered by the Court in transmitting the
Plan, the Disclosure Statement, the Ballots and notices and in
soliciting and tabulating votes on the Plan.
C. The totality of the circumstances surrounding the filing of
the Chapter 11 Cases, the formulation of the Plan and all its
modifications, reflect the legitimate and honest purpose of
reorganizing and maximizing the value of the Debtors and the
recovery to claimholders. Therefore, the Debtors have
proposed the Plan in good faith and conforms with Section
1129(a)(3).
D. The Plan fully complies with the requirements of Section
1129(a)(4) by subjecting all fees and expenses of
professionals retained in the Chapter 11 cases to final
review by the Court. The Plan also provides for the payment
only of Allowed Administrative Claims. In addition,
professionals holding Professional Fee Claims are required to
file with the Court final fee applications no later than 60
days after the Effective Date. The Plan further provides that
the Court will retain jurisdiction after the Effective Date to
hear and determine all applications for allowance of
compensation or reimbursement of expenses as requested by the
Professionals.
E. The Debtors have sufficiently disclosed under the Plan the
initial members of the Board of Reorganized CIT, including the
identity of any insider that will be employed or retained by
Reorganized CIT, as well as the process and procedure for
selecting additional members of the Board. The appointment
to, or continuance in, office of each individual officer and
the methods established are consistent with the interests of
holders of Claims and Interests, and with public policy.
Therefore, Section 1129(a)(5) is satisfied with respect to the
Plan.
F. Section 1129(a)(6) is satisfied because the Plan does not
provide for any change in rates over which a governmental
regulatory commission has jurisdiction.
G. The liquidation analyses, which supplement the Disclosure
Statement, among other evidence proffered or adduced for the
purpose of confirming the Plan (i) are persuasive and
credible, (ii) are based upon reasonable and sound
assumptions, (iii) provide a reasonable estimate of
the liquidation values of the Debtors in the event the Debtors
were liquidated under Chapter 7 of the Bankruptcy Code, and
(iv) establish that each holder of a Claim or Interest in an
Impaired Class that has not accepted the Plan will receive or
retain under the Plan, on account of each Claim or Interest,
property of a value, as of the Effective Date, that is not
less than the amount that such holder would receive if the
Debtors were liquidated under Chapter 7. Therefore, the Plan
satisfies Section 1129(a)(7).
H. Classes 1, 2, 3, 4, 5, 8B and 17 are Unimpaired by the Plan
and therefore conclusively presumed to have accepted the Plan.
Classes 6, 7, 8A, 9, 10, 11, 12 and 13 were entitled to vote
on the Plan and each of the Classes has voted to accept the
Plan. Accordingly, Section 1129(a)(8) has been satisfied with
respect to Classes 1 through 13 and 17. Meanwhile, Classes
14, 15, 16 and 18 are deemed to reject the Plan pursuant to
Section 1126(g) and, therefore, Section 1129(a)(8) has not
been satisfied with respect to these Classes.
I. The treatment of Administrative Claims and Other Priority
Claims under the Plan satisfies the requirements of section
1129(a)(9)(A) and (B), while the treatment of Priority Tax
Claims under the Plan satisfies Section 1129(a)(9)(C).
J. Section 1129(a)(10) is satisfied with respect to the Plan
because at least one Impaired Class of Claims in each Chapter
11 case voted to accept the Plan, which was determined without
including any acceptance of the Plan by any "insiders."
K. The Plan does not provide for the liquidation of all or
substantially all of the property of the Debtors. The
financial projections in the Disclosure Statement, among other
documents, (i) are persuasive and credible, (ii) have not been
controverted by other credible evidence or sufficiently
challenged in any of the objections to the Plan, and (iii)
establish that the Plan is feasible and that confirmation of
the Plan is not likely to be followed by the liquidation
of the Reorganized Debtors or the need for further financial
reorganization of the Reorganized Debtors. Therefore, the
Plan satisfies Section 1129(a)(11).
L. The Debtors have paid or, pursuant to the Plan, will pay by
the Effective Date, fees payable Section 1930 of the Judiciary
and Judicial Procedures Code, thereby satisfying Section
1129(a)(12) of the Bankruptcy Code.
M. The Plan conforms with Section 1129(a)(13) by providing that,
following the Effective Date, the payment of all retiree
benefits will continue at the levels established pursuant to
Section 1114 at any time prior to confirmation the Plan, for
the duration of the periods the Debtors have obligated
themselves to provide those benefits, if any, and subject to
any contractual rights to terminate or modify.
N. Each of the Debtors is a corporation and is not required to
pay domestic support obligations. Accordingly, Section
1129(a)(14) is not implicated by the Plan.
O. Each of the Debtors is a corporation and does not need to
pay five years' worth of disposable income to unsecured
creditors. Accordingly, Section 1129(a)(15) is not implicated
by the Plan.
P. The Plan does not provide for transfers of property by
nonprofit entities, and each of the Debtors is a moneyed,
business, or commercial corporation. Accordingly, Section
1129(a)(16) is not implicated by the Plan.
Judge Allan Gropper, according to the Wall Street Journal,
acknowledged the case moved quickly, but he pointed out the
company had spent months negotiating with bondholders. He called
the vote supporting the deal "an enormous achievement," the report
said.
"I commend the parties for having been able to reach an
agreement," the Journal quoted Judge Gropper as saying. "It would
not do the debtors any good to remain in Chapter 11 any longer
than they need to."
"CIT's successful emergence establishes a strong foundation for
the future of the Company. As a result of the overwhelming
support for our Plan, CIT now has a stronger capital structure and
improved liquidity profile. Our Board of Directors and management
team now have the time and flexibility to execute the balance of
CIT's restructuring strategy, including maximizing the value of
its existing assets and optimizing the business model," Jeffrey M.
Peek, Chairman and Chief Executive Officer said in an official
statement.
"CIT's market-leading positions are derived from our strong
relationships with one million small business and middle market
customers. We are committed to continue lending to these vital
sectors, which will help support much needed job creation and
contribute to the recovery of the U.S. economy," Mr. Peek added,
attributing the success hinged on the Plan confirmation to "our
employees for their continued commitment to preserving the value
of our franchise, . . . our customers for their unwavering support
and our regulators for their guidance throughout this process."
Mr. Peek has said he will leave CIT at the end of 2009, but his
replacement hasn't been announced, according to a Bloomberg News
report dated November 28, 2009.
CIT indicated that it anticipates emerging from bankruptcy on
December 10, 2009.
"If the Effective Date does not occur, the Plan, any settlement or
compromise embodied in the Plan the assumption or rejection of
executory contracts or unexpired leases effected by the Plan, and
any document or agreement executed pursuant to the Plan, [will] be
null and void," the Court ruled.
Full-text copies of the Plan Confirmation Order and CIT's Second
Amended Plan are available for free at:
* http://bankrupt.com/misc/CIT_ConfirmationOrd.pdf
* http://bankrupt.com/misc/CIT_2ndAmendedPlan1207.pdf
Implementation of Confirmed Plan
According to CIT's statement, implementation of the Plan reduces
the Company's total debt by approximately $10.5 billion while
deferring debt maturities for three years. Implementation of the
Plan also enhances capital ratios to levels that exceed regulatory
requirements. With its strengthened financial position, CIT will
now focus on its business restructuring and the execution of a
smooth leadership transition.
CIT continues to make progress on the reconstitution of its Board
of Directors. Ultimately, CIT's new Board will consist of 13
Directors, including seven new independent Directors identified by
CIT's debtholders, five continuing directors, and the new Chief
Executive Officer of CIT, the statement added.
Under the terms of the Plan, the Company's existing common and
preferred stock, along with all non-reinstated debt, will be
cancelled effective upon consummation of the Plan, and
distributions of new debt and equity securities will occur as soon
as practicable thereafter. CIT's new Common Stock will be listed
on the New York Stock Exchange under the ticker symbol "CIT" and
the Company expects the stock will begin trading on the exchange
upon the Plan's consummation. In aggregate, CIT will issue 200
million shares of new Common Stock to eligible debt holders in
exchange for their claims against the debtors.
Payments on reinstated debt and other unimpaired claims that were
stayed during the Chapter 11 cases will be made as soon as
practicable after emergence. The new debt securities issued under
the Plan will begin to accrue interest on the emergence date.
"Upon emergence, CIT is committing $500 million to support its
Small Business Lending group to fund government guaranteed loans
in the Small Business Administration (SBA) 7a and 504 lending
programs, as well as $1 billion in funding for its Vendor
Financing operating segment. These commitments are in addition to
the previously announced $1 billion in funding for its Trade
Finance operating segment, which provides factoring services for
mid-sized businesses. CIT also expects to generate new loans
across its other lending and leasing platforms in 2010," the
statement noted.
Other Provisions
The Court ruled that CIT's entry into the waiver and forbearance
agreement dated December 4, 2009, with respect to the
RMB3,000,000,000 Revolving Facility Agreement dated September 24,
2007, and maturing on September 23, 2010, among CIT Finance and
Leasing Corporation as borrower Citibank (China) Co., Ltd.
Shanghai Branch as facility agent and the lenders and the related
guarantee dated September 24, 2007, in favor of the Facility Agent
issued by CIT, are critical to the success and feasibility of the
Plan.
The China Waiver and Forbearance Agreement provides that, among
other things, (i) the total commitments under the China Facility
Agreement will be permanently reduced to RMB1,654,000,000, and
(ii) on or prior to the Effective Date, CIT or one of its
subsidiaries will either (x) deposit with the Facility Agent an
amount equal to the Maximum Commitment, or (y) prepay the China
Obligations and terminate the China Facility Agreement. The
Chinese Waiver and Forbearance Agreement will terminate if the
Plan does not become effective by January 31, 2010.
Judge Gropper authorized the Reorganized Debtors to compensate or
reimburse on the Effective Date (i) $192,614 in pre- and
postpetition fees and expenses to The Bank of New York Mellon, as
indenture trustee of the Long-Dated Senior Unsecured Notes and the
Senior Unsecured Notes, (ii) $75,000 in postpetition fees and
expenses for Law Debenture Trust Company of New York, as indenture
trustee of the Canadian Senior Unsecured Notes, and (iii) $135,000
in postpetition fees and expenses Wilmington Trust Company, as
indenture trustee of the Senior Subordinated Notes and the Junior
Subordinated Notes as may be due and payable under the Notes.
Non-Material Plan Modifications
The Debtors filed non-material modifications to the Plan to note
that, among other things, the Company had nine members of the
Board of Directors as of the Petition Date, and eight Directors as
of December 7, 2009. The Debtors also clarified that Reorganized
CIT will continue to maintain and administer the CIT Group Inc.
Retirement Plan, which related obligations will not be affected by
the Plan confirmation.
Furthermore, the exculpation provisions of the Plan were modified
to include Citibank, N.A., solely in its capacity as
administrative agent under the Senior Unsecured Credit Agreements
and Citibank (China) Co., Ltd. Shanghai Branch, solely in its
capacity as facility agent under the China Facility Agreement.
A blacklined copy of the non-material Plan modifications is
available for free at:
http://bankrupt.com/misc/CIT_PlanModifications1207.pdf
Voting Results
Financial Balloting Group LLC filed with the Court on December 1,
2009, an official tabulation of votes cast on timely and properly
completed Ballots and Master Ballots received by FBG and submitted
by holders of claims as of the Voting Record Date.
Amount Amount Number Number
Accepting Rejecting Accepting Rejecting
(% of amt. (% of amt. (% of amt. (% of amt.
voted) voted) voted) voted)
----------- ---------- --------- ---------
Class 6 $271,513,000 $0 22 0
(100%) (0%) (100%) (0%)
Class 7 $1,914,648,000 $2,915,000 501 37
(99.85%) (0.15%) (93.12%) (6.88%)
Class 8 $854,851,000 $37,071,000 3,612 371
(95.84%) (4.16%) (90.69%) (9.31%)
Class 9 $18,849,607,000 $1,883,386,000 37,160 4,864
(90.92%) (9.08%) (88.43%) (11.57%)
Class 10 $153,214,000 $75,089,000 5 2
(67.11%) (32.89%) (71.43%) (28.57%)
Class 11 $2,547,599,000 $152,566,000 73 7
(94.35%) (5.65%) (91.25%) (8.75%)
Class 10 $2,700,813,000 $227,656,000 78 9
& 11 (92.23%) (7.77%) (89.66%) (10.34%)
(Aggregate)
Class 12 $1,148,358,000 $3,709,000 128 11
(99.68%) (0.32%) (92.09%) (7.91%)
Class 13 $628,595,000 $33,482,000 186 14
(94.94%) (5.06%) (93.00%) (7%)
Ballots and Master Ballots not validly executed in accordance with
the Voting Procedures and not received by the Voting Deadline were
not counted. Similarly, issues with respect to the validity of
Ballots and Master Ballots were resolved by FBG's supervisory
personnel in accordance with the Voting Procedures, according to
Jane Sullivan, the executive director of FBG.
A report of the Non-conforming Ballots included in the tabulation
is available for free at:
http://bankrupt.com/misc/CIT_NonConformingBallots.pdf
Voting deadlines were established on:
* October 29, 2009, with respect to the Original Offers;
* November 5, 2009, with respect to the Delaware Funding Old
Notes; and
* November 13, 2009, with respect to the CIT Long Term Old
Notes.
Plan Supplements
On December 7, 2009, the Debtors filed Revised Plan Supplements to
the Plan, consisting of:
(a) Third Amended and Restated Certificate of Incorporation Of
CIT Group Inc.
(b) Reorganized Delaware Funding Certificate of Amendment to
Certificate of Formation
(c) Reorganized Delaware Funding Amendment to Limited
Liability Company Agreement
(d) Amended and Restated By-Laws of CIT Group Inc.
(e) Description of New Common Interests
(f) Amended and Restated Confirmation
(g) Second Lien Credit And Guaranty Agreement, among CIT Group
Inc., certain subsidiaries of CIT Group Inc., as
guarantors, various lenders, and the administrative agent
(h) First Amendment, dated on or about the Effective Date, to
the Second Amended And Restated Credit And Guaranty
Agreement dated as of October 28, 2009
(i) Directors and Officers of Reorganized CIT
(j) Directors and Officers of Reorganized Delaware Funding
(k) List of Rejected Contracts and Leases
(l) Series A Notes Indenture
(m) Series B Notes Indenture
(n) Series A Notes Collateral Agency Agreement
(o) Form of New Notes Collateral Agreement
(p) Senior - Junior Intercreditor Agreement
(q) Junior Intercreditor Agreement
(r) Uniform Commercial Code Filings
(s) Amended Intercompany Notes and Ancillary Documents
(t) Collateral Agreement among C.I.T. Leasing Corporation and
CIT Group Funding Company of Delaware LLC
(u) Amended and Restated Long Term Incentive Program
(v) China Waiver and Forbearance Agreement
(w) Non-Exclusive List of Retained Claims and Causes of Action
(x) Non-Exclusive List of Released Derivative Causes of Action
Full-text redlined copies of the Revised Plan Supplements are
available for free at:
http://bankrupt.com/misc/CIT_RevisedPlanSupplements1207.pdf
About CIT Group
CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses. Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide. CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan. Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
At September 30, 2009, CIT Group had $69,188,600,000 in total
assets against $64,067,700,000. As of June 30, 2009, CIT Group
had total assets of $71,019,200,000 against total debts of
$64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Plan Confirmation Objections Addressed
-------------------------------------------------
CIT Group Inc.'s Modified Second Amended Prepackaged Plan of
Reorganization provides that "small and large bondholders are
receiving the same treatment," the Debtors' counsel, Jacob J.
Abrams, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, maintains.
Mr. Abrams' statement responds to certain objections filed by
shareholders and bondholders' prior to the confirmation of the
Plan. Robert G. Hollingsworth, Wilmer Jay Leininger, Spencer R.
Lathrop, Felipe Fulgencio, Leland Black, Dmitri Maxim, Stephen
Noftall, Jonathan Wurfel and Joseph Montgomery asked the Court to
modify the Plan to award them stake in Reorganized CIT. Chris
Stovic -- a shareholder who sought the dismissal of the Debtors'
bankruptcy cases "due to controversy regarding rights and
obligations under the Bankruptcy Code and the Uniform Commercial
Code" -- asked Judge Gropper to consider his objection despite its
late filing. Jeffrey Weinberg, a bondholder of CIT debt, had
previously asked Judge Gropper to deny confirmation of the Plan,
specifically contending that that all bondholders, large and
small, should be treated equally under the Plan.
"A bondholder who is entitled to receive $1,000 or less in New
Notes after such a calculation will not be rounded down to the
nearest multiple of $1,000 or zero. Under the Plan, New Notes
will be issued in minimum denominations of $1 and integral
multiples of $1. New Common Interests will be issued in whole
shares beginning with a single share," Mr. Abrams explains.
Mr. Abrams adds that under the Plan, the Debtors will not issue
fractions of dollars of New Notes or fractions of shares of New
Common Interests. "To the extent that a bondholder might be
entitled to a fraction of a dollar of New Notes or fraction of a
share of New Common Interests, the Plan contains a mechanism of
distributing Plan consideration to such holders to the extent New
Notes or shares of New Common Interests remain available for
distribution," Mr. Abrams says.
Separately, Aurelius Capital Management, LP, Caspian Capital
Advisors LLC, Davidson Kempner Capital Management LLC, Mason
Capital Management, Monarch Alternative Capital LP, Redwood
Capital Management, BlackRock Financial Management, Inc., and York
Capital Management as holders, beneficial owners or investment
managers for accounts and funds pertaining to the Canadian Senior
Unsecured Notes, withdrew their objection to the confirmation of
the Plan.
According to the Noteholders, the Debtors have filed the
documentation necessary to effectuate an Agreement in Principle,
pursuant to which the Noteholders agreed to support the Plan in
exchange for the Company modifying the treatment of Class 7
Canadian Senior Unsecured Note Claims, as reasonably acceptable to
the Noteholders.
The Agreement Documents include, without limitation, the
Supplemental Indenture for the Series B Notes, the Series A
Collateral Agreement, the Series B Collateral Agreement, the CIT
Leasing Collateral Agreement and schedules to the Series A
Collateral Agreement, the Series B Collateral Agreement and the
CIT Leasing Collateral Agreement.
In the Plan Confirmation Order entered December 8, 2009, the Court
held that in full and final resolution of the informal objection
asserted by Pensioenfonds Horeca & Catering, as lead plaintiff,
Don Pizzuti and the putative class in the consolidated securities
class action entitled In re CIT Group Inc. Securities Litigation,
pending in the United States District Court for the Southern
District of New York, the Court rules that the Plan will not
affect, release, enjoin or impact in any way the Securities'
Plaintiffs' pursuit of their claims in the Securities Class Action
solely to the extent of available insurance coverage.
All Objections and all reservations of rights that have not been
withdrawn, waived or settled, pertaining to the Confirmation of
the Plan are overruled on the merits, Judge Gropper ruled in the
Confirmation Order.
About CIT Group
CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses. Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide. CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan. Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
At September 30, 2009, CIT Group had $69,188,600,000 in total
assets against $64,067,700,000. As of June 30, 2009, CIT Group
had total assets of $71,019,200,000 against total debts of
$64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CIT GROUP: Court OKs Release of Collateral to BNY Mellon
--------------------------------------------------------
The Bankruptcy Court modified the automatic stay under Section
362(a) of the Bankruptcy Code to allow the release and return of
the holders' interest in the 7.5% Senior Notes -- or the
"Collateral -- under Purchase Contract and Pledge Agreement to The
Bank of New York Mellon, formerly known as The Bank of New York,
as Collateral Agent, Custodial Agent and Securities Intermediary.
The Agreement was entered into in October 2007 between CIT Group,
Inc., as Purchase Contract Agent and BNY Mellon, under which
holders could purchase units consisting of (i) an interest in 7.5%
Senior Notes due 2015 issued by CIT, and (ii) a purchase contract
which obligated CIT to sell and the holders to purchase common
stock of CIT at a fixed price on a certain date.
Under the Agreement, the holders' interest in the Collateral would
be pledged to BNY Mellon in order to secure the obligation of the
Holders to purchase common stock of CIT as required by the
Purchase Contract. BNY Mellon had noted that CIT has no equity in
the Collateral and the Collateral is not necessary to CIT's
reorganization.
"Holders of the Collateral [will] be entitled to that treatment
provided to holders of claims in Class 9 under the Plan and [will]
not be entitled to any other or additional treatment under the
Plan," Judge Gropper ruled.
About CIT Group
CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses. Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide. CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.
CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565). Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan. Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.
CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure. None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.
At September 30, 2009, CIT Group had $69,188,600,000 in total
assets against $64,067,700,000. As of June 30, 2009, CIT Group
had total assets of $71,019,200,000 against total debts of
$64,901,200,000.
Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News. The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)
CITIZENS SECURITY LIFE: A.M. Best Affirms FSR of 'C++'
------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of C++
(Marginal) and issuer credit rating of "b" of Citizens Security
Life Insurance Company (Citizens Security) (Louisville, KY). The
outlook for both ratings is negative.
The rating affirmations reflect Citizens Security's fluctuating
capital levels, investment risk relative to capital and operating
losses in recent years. The ratings also consider Citizens
Security's organizational initiatives to stabilize its capital
position in 2009, reduce organizational expenses, growth in direct
premium levels and an organizational focus on select core lines of
business.
The negative outlook reflects Citizens Security's investment
exposures relative to capital and the potential for current un-
recognized loss positions to be realized, further weakening the
company's capital position. A.M. Best will continue to monitor
the Company's investment exposure and capitalization levels.
CLAIRE'S STORES: Cash Access Could Be Affected by Market Woes
-------------------------------------------------------------
Claire's Stores, Inc., on Tuesday filed its quarterly report on
Form 10-Q for the three months ended October 31, 2009.
Claire's Stores posted net income of $2.889 million for the
three months ended September 30, 2009, from a net loss of
$21.554 million for the same period a year ago. The Company
posted a net loss of $29.867 million for the nine months ended
September 30, 2009, from a net loss of $74.055 million for the
year ago period.
Net sales for the three months ended October 31, 2009, decreased
by $8.6 million, or 2.6%, from the three months ended November 1,
2008. The decrease was attributable to the effect of stores
closed in North America and Europe at the end of fiscal 2008 and
the first half of fiscal 2009 that decreased sales by
$7.1 million, decreases in shipments to franchisees of
$2.7 million, foreign currency translation effect of the Company's
foreign locations' sales of $2.2 million, and a decrease in same
store sales of $1.1 million, partially offset by new store revenue
of $4.5 million.
Net sales for the nine months ended October 31, 2009, decreased by
$88.2 million, or 8.7%, from the nine months ended November 1,
2008. The decrease was attributable to foreign currency
translation effect of the Company's foreign locations' sales of
$49.2 million, the effect of stores closed in North America and
Europe at the end of fiscal 2008 that decreased sales by
$21.5 million, decrease in same store sales of $30.2 million, and
decreases in shipments to franchisees of $3.2 million, partially
offset by new store revenue of $15.9 million.
At October 31, 2009, Claire's Stores had total assets of
$2.85 billion against $2.68 billion in total liabilities,
resulting in $50.9 million in stockholders' deficit. At
October 31, retained deficit was $672.8 million. At October 31,
2009, cash and cash equivalents were $165.2 million and
$194.0 million continued to be drawn on the Company's Revolving
Credit Facility. Substantially all of the cash equivalents
consisted of U.S. Treasury Securities.
The Company said the current distress in the financial markets has
resulted in extreme volatility in security prices and has had a
negative impact on credit availability, and there can be no
assurance that its liquidity will not be affected by changes in
the financial markets and the global economy or that its capital
resources will at all times be sufficient to satisfy liquidity
needs. "Although we believe that our existing cash will provide
us with sufficient liquidity through the current credit crisis,
tightening of the credit markets could make it more difficult for
us to access funds, refinance our existing indebtedness and enter
into agreements for new indebtedness," the Company said.
A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4b6f
Pembroke Pines, Florida-based Claire's Stores, Inc., is a
specialty retailer of value-priced jewelry and accessories for
girls and young women through its two store concepts: Claire's(R)
and Icing(R). While the latter operates only in North America,
Claire's operates worldwide. As of October 31, 2009, Claire's
61 Stores, Inc., operated 2,954 stores in North America and
Europe. Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 215 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd. The Company also
franchises 192 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.
CLECO EVANGELINE: Moody's Downgrades Rating to 'Ba2' From 'Ba1'
---------------------------------------------------------------
Moody's Investors Service downgraded Cleco Evangeline's rating to
Ba2 from Ba1. The outlook is negative.
The rating action reflects deterioration in debt service coverage
ratios to approximately 1 times for the last twelve months ending
September 30, 2009 and 1.15 times for year-end 2008 according to
Moody's calculations. The decrease in debt service coverage
ratios was caused by a sharp increase in major maintenance costs
and capital expenditures starting in 2008 that exceeded draws on
the major maintenance reserve. The sharply higher costs were due
to major scheduled outages at the Project and increased cycling
operations, which lead to greater maintenance costs and unexpected
repairs to the steam turbine. The coverage ratios are well below
the 1.3 to 1.4 times expected by Moody's at the prior rating
level.
For 2010, the Project anticipates much lower maintenance costs due
to the completion of the outages and also much lower cycling
operations; however, the Project needs to replenish its major
maintenance reserve and this requirement is likely to constrain
overall Project cash flows. While the Project expects lower
cycling in 2010, the offtaker controls the Project's dispatch and
the Project could incur higher than expected cycling operations.
Given the pressures on the Project's cash flows, a modest draw
from the debt service reserve is possible though currently not
expected by the Project.
The negative outlook reflects uncertainty as to the Project's
ability to achieve financial metrics commensurate with a Ba2
rating in the longer term though the Project should be able to
achieve some improvement given the completion of the major
scheduled outages. An inability to achieve significant
improvement in the Project's financial metrics after 2010, weaker
than expected financial performance in 2010 or meaningful draws on
the debt service reserve could lead to further negative rating
actions.
Evangeline owns a 785 MW gas fired combined cycle plant located in
St. Landry, Evangeline Parish, Louisiana. Evangeline's principal
source of revenues and cash flow has been the receipt of capacity
and energy payments under a tolling agreement (JPM Toll) with JP
Morgan (sr. unsec. Aa3 / negative) for 100% of the plant's output.
The JPM Toll expires in 2020. Evangeline is owned 100% by Cleco
Corporation (Baa3 senior unsecured; stable outlook), an electric
utility and energy company headquartered in Pineville, Louisiana
The last rating action on Evangeline occurred on November 13, 2007
when the Project's debt was upgraded to Ba1.
CLEVELAND UNLIMITED: Moody's Updates View on Liquidity Rating
-------------------------------------------------------------
Moody's Investors Service updated its view on Cleveland Unlimited
Inc.'s SGL-4 speculative grade liquidity rating. The rating
remains unchanged at SGL-4.
The last rating action for Revol was on July 17, 2008, when
Moody's affirmed the Caa2 corporate family rating.
Based in Independence, Ohio, Cleveland Unlimited, Inc, provides
wireless telecommunications services in Ohio, Indiana,
Pennsylvania, and, through a joint venture, Oregon. Annual
revenue is approximately $135 million.
CONTINENTAL AIRLINES: Fitch Puts 'CC/RR6' Rating on $200MM Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CC/RR6' to Continental
Airlines, Inc.'s new $200 million senior convertible note issue.
The notes, which mature in 2015, carry a coupon of 4.5%. CAL is
rated by Fitch with an Issuer Default Rating of 'B-', with a
Stable Outlook.
The 'B-' IDR reflects CAL's continuing vulnerability to demand and
fuel price shocks as a weak cyclical recovery in airline industry
revenue takes shape. Since mid-summer, CAL and the other large
U.S. carriers have continued to report better year-over-year
passenger unit revenue numbers. For November, CAL indicated that
consolidated passenger revenue per available seat mile declined in
the range of 7% to 9%. This represents a significant improvement
over the 15% to 20% RASM decline reported during the worst of the
recession-driven revenue crisis in the spring and summer.
In addition, improved credit market access since the summer has
allowed CAL to finance planned 2010 aircraft deliveries while
bolstering unrestricted liquidity. The current convertible note
issuance follows earlier capital-raising activity in 2009. CAL
has had success in launching enhanced equipment trust certificate
transactions in the third and fourth quarters, in addition to
earlier equity and convertible debt deals. Prior to the launch of
the current transaction, CAL management expected year-end 2009
unrestricted liquidity to total $2.5 billion. This level, in
Fitch's view, puts CAL in a better position to fund anticipated
debt maturities of $968 million, in addition to higher cash
pension funding requirements, without feeling extreme liquidity
pressure in 2010.
Fitch expects CAL and the entire U.S. airline industry to return
to modest positive free cash flow generation next year, assuming a
relatively benign fuel price environment (i.e. average 2010 jet
fuel prices in the range of $2.00 to $2.20 per gallon) and slow
U.S. GDP growth (1.8% in the latest Fitch economic forecast). No
positive rating actions are likely until clear evidence of a
sustained industry revenue recovery emerges, perhaps not until
2011 or later.
CONTINENTAL AIRLINES: To Raise $200MM Thru Convertible Note Sale
----------------------------------------------------------------
Continental Airlines intends to make a public offering of
$200,000,000 principal amount of 4.5% Convertible Notes due 2015.
Continental intends to grant the underwriters of the notes a
30-day option to purchase up to an additional $30 million
aggregate principal amount of the notes solely to cover over-
allotments.
Continental expects to receive net proceeds from the offering of
the notes of roughly $194.8 million (roughly $224.0 million if the
underwriters exercise their over-allotment option in full), after
deducting the underwriters' discount and the estimated expenses of
the offering payable by us. Continental expects to use the
proceeds of the offering for general corporate purposes.
The notes will bear interest at the rate of 4.5% per year.
Interest on the notes is payable on January 15 and July 15 of each
year, beginning on July 15, 2010. The notes will be
unsubordinated, unsecured obligations of Continental Airlines and
will rank equally to all of our other unsubordinated, unsecured
indebtedness.
The notes are convertible by holders into shares of Continental's
common stock at an initial conversion rate of 50.3145 shares per
$1,000 principal amount of the notes, equivalent to an initial
conversion price of $19.87 per share, subject to adjustment upon
the occurrence of certain events, at any time prior to the close
of business on the business day immediately preceding the maturity
date of the notes.
The notes will mature on January 15, 2015. In certain
circumstances involving specified fundamental change events,
holders of notes may require us to redeem all or some of the
notes.
Continental common stock is quoted on the New York Stock Exchange
under the symbol "CAL." The last reported sale price of
Continental common stock on the NYSE on December 7, 2009, was
$15.90 per share.
Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA)
LLC, Goldman, Sachs & Co., Citi and UBS Securities LLC are acting
as joint book-running managers for the offering.
Underwriters Principal Amount
------------ ----------------
Morgan Stanley & Co. Incorporated $61,500,000
Credit Suisse Securities (USA) LLC 51,250,000
Goldman, Sachs & Co. 51,250,000
Citigroup Global Markets Inc. 18,000,000
UBS Securities LLC 18,000,000
----------------
Total $200,000,000
Continental has filed a registration statement, as well as a
prospectus supplement and the accompanying prospectus, with the
Securities and Exchange Commission for the offering to which this
communication relates.
A full-text copy of the Prospectus Supplement is available at no
charge at http://ResearchArchives.com/t/s?4b6f
A full-text copy of the Free Writing Prospectus is available at no
charge at http://ResearchArchives.com/t/s?4b70
About Continental Airlines
Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline. Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations. Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines. With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries approximately 63 million passengers per year.
Continental ended the third quarter of 2009 with $2.54 billion in
unrestricted cash, cash equivalents and short-term investments.
At September 30, 2009, Continental had $12.5 billion in total
assets against total current liabilities of $4.26 billion, long-
term debt and capital leases of $5.29 billion, deferred income
taxes of $180 million, accrued pension liability of $1.36 billion,
accrued retiree medical benefits of $241 million, and other
liabilities of $806 million; against stockholders' equity of
$446 million.
* * *
As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'. At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.
The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn. This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.
Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.
COLMAR USA: Seeks Protection from Creditors Under Chapter 11
------------------------------------------------------------
According to AMM.com, Colmar USA Inc. sought protection from its
creditors under Chapter 11. Colmar USA Inc. is a part of Italian
recycling equipment maker Colmar SpA.
Colmar USA filed for Chapter 11 on Nov. 19, 2009 (Bankr. W.D. N.Y.
Cse No. 09-15483). Arthur G. Baumeister Jr., Esq., represents the
Debtor. The petition says assets and debts range from $1,000,001
to $10,000,000.
COLONIAL BANCGROUP: Creditors Want Case Converted to Chapter 7
--------------------------------------------------------------
A group of creditors of Colonial BancGroup, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Alabama to convert the
Debtor's case to a case under Chapter 7.
Richard D. Shinbaum, Esq., at Shinbaum, McLeod and Campbell, P.C.,
represents the Creditors, namely Leah Junkins, Charles Malcolm
Holland, III, Pamela Vitto, Harlan Parrish, Lee Martino, Lina
Macki, Kenneth McConwell, Kenneth DeLisle, Joseph Royals, William
Painter, Juliette Stapf, Lisa Free, Walter Hargrove, Patti Hill,
Michelle Condon and Ronald Peck.
The Creditors relate that the Debtor's bankruptcy case was an
attempt by a failed holding company to avoid its obligations to
the underlying Colonial Bank creditors, as represented by the
FDIC-Receiver.
The creditors also add that the Debtor cannot meet the
requirements of the Capital Maintenance Agreement and that this
Chapter 11 Petition only delays the liquidation of the company,
which can most economically be handled by a Chapter 7 Trustee.
About The Colonial BancGroup
Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) provides diversified financial services, including
retail and commercial banking, wealth management services,
mortgage banking and insurance products. The BancGroup derives
substantially all of its income from Colonial Bank, N.A, its
banking subsidiary. Colonial bank -- http://www.colonialbank.com/
-- operates 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.
On August 14, 2009, Colonial BancGroup's banking unit Colonial
Bank, Montgomery, AL, was closed by the Alabama State Banking
Department and the Federal Deposit Insurance Corporation was named
receiver. The FDIC sold most of the assets to Branch Banking and
Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion
in assets and assumed $20 billion in deposits of the Bank.
Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303). W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP assist the Company in
its restructuring efforts. The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.
CONGOLEUM CORP: Disclosure Statement Hearing Off Until January
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Congoleum Corp. still
isn't ready to begin the process of emerging from Chapter 11.
The Company has put off, for the second time, the hearing on the
disclosure statement to a new iteration of a reorganization plan
filed late October. The hearing is now scheduled for the first
half of January.
As reported by the TCR on Oct. 27, 2009, Congoleum Corp. filed
with the U.S. District Court for the District of New Jersey a
Second Amended Joint Plan of Reorganization and an explanatory
disclosure statement on October 22. The confirmation hearings are
scheduled to commence on March 29, 2010.
Congoleum filed the Second Amended Plan, at the behest of the
District Court. After reversing an order by the bankruptcy court
that denied confirmation of Congoleum's plan and dismissing the
chapter 11 case, the District Court directed the Debtors to file a
new plan of reorganization that would provide for court review of
the payments made to claimants' counsel and requested briefing on
additional confirmation issues.
A hearing to consider the adequacy of the disclosure statement
Case to determine the adequacy of the Disclosure Statement has
been scheduled for November 19, 2009 at 9:30 a.m. before the
Honorable Joel A. Pisano. Objections are due November 5.
In general, the Second Amended Plan provides, among other things,
for the issuance of injunctions under section 524(g) of the
Bankruptcy Code that result in the channeling of all asbestos
related liabilities of the Company into a Plan Trust. The Second
Amended Plan also provides for the issuance of 50.1% of the shares
of newly created Congoleum common stock to the trust, and 49.9% of
the shares of newly created Congoleum common stock to the holders
of allowed senior note claims.
A copy of the Second Amended Plan is available for free at:
http://bankrupt.com/misc/Congoleum_Plan_Oct09.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Congoleum_DiscStatement_Oct09.pdf
About Congoleum Corp.
Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.
The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago. Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.
The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd. The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP. Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.
American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.
Various entities have filed bankruptcy plans for the Debtors. In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization. Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.
In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan. The Bankruptcy Court
approved the Litigation Settlement in October 2008. The Amended
Joint Plan was filed in November 2008.
In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan. Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.
On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey. The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.
COOPER-STANDARD: In Talks to Refinance DIP Credit
-------------------------------------------------
According to Bill Rochelle at Bloomberg News, Cooper-Standard
Automotive Inc. is working with lenders to refinance the $175
million credit supporting the Chapter 11 reorganization that began
in August.
Cooper-Standard is facing litigation with Cooper Tire & Rubber Co.
The suit will decide who's entitled to more than $100 million in
Canadian tax refunds. The schedule now calls for discovery in the
suit to continue until Dec. 18. Motions for the judge to rule
without trial are due Jan. 6.
About Cooper-Standard
Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry. Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share. The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.
Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.
Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors. Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor. Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.
The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.
Bankruptcy Creditors' Service, Inc., publishes Cooper-Standard
Bankruptcy News. The newsletter tracks the Chapter 11 and CCAA
proceedings undertaken by Cooper-Standard Holdings Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000)
DIANA MORGAN TRACEY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Diana Morgan Tracey
22 Boston Post Rd
East Brunswick, NJ 08816
Bankruptcy Case No.: 09-42996
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Michael B. Kaplan
Debtor's Counsel: Thaddeus R. Maciag, Esq.
Maciag Law, LLC
991 Route 22 West, Suite 200
Bridgewater, NJ 08807
Tel: (908) 704-8800
Fax: (908) 704-8804
Email: MaciagLaw1@aol.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $0 and total
debts of $6,723,161.
A full-text copy of Ms. Tracey's petition, including a list of her
19 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/njb09-42996.pdf
The petition was signed by Ms. Tracey.
DECODE GENETICS: U.S. Trustee Balks at Asset Sale Breakup Fee
-------------------------------------------------------------
Law360 reports that the U.S. Trustee overseeing deCODE Genetics
Inc.'s Chapter 11 case has objected to its proposed asset sale to
stalking horse bidder Saga Investments LLC, claiming the current
proposed break-up fee is exorbitant and unnecessary.
As reported by the TCR on Nov. 26, 2009, DeCODE genetics, Inc.,
has sought the approval from the Bankruptcy Court to sell its
assets through an auction where Saga would be the lead bidder.
Saga is a Delaware limited liability company formed by Polaris
Venture Partners and ARCH Venture Partners.
The assets to be sold include the equity interests of its
subsidiary ehf and other assets related to the operations of ehf
and its wholly-owned Icelandic subsidiary including drug compounds
DG041, DG051, and DG071.
Saga will buy the assets at the agreed price, absent higher and
better bids at an auction. Under the proposed bidding procedures,
Saga will receive a break-up fee of 3.5% of the "base price" and
expense reimbursement of up to $500,000 in the event it is outbid.
A copy of the Stalking Horse Agreement is available for free at:
http://bankrupt.com/misc/DECODE_stalkinghorsepact.pdf
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.
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.
DETROIT PUBLIC SCHOOLS: Has Wage Deferment Proposal to Teachers
---------------------------------------------------------------
Chastity Pratt Dawsey at Detroit Free Press reports school
officials said Monday the $10,000 that each member of the Detroit
Federation of Teachers is being asked to defer until departure
from the school district would save Detroit Public Schools $25.4
million.
Free Press reports thousands of teachers met at Cobo Hall on
Sunday regarding a wage deferment proposal which is part of a
3-year tentative contract agreement. Teachers are to vote over
the next two weeks on the contract, the report says.
According to Free Press, DPS ended the past school year with a
$219-million deficit and is looking to cut jobs this school year
in response to state budget cuts and rehires of counselors and
other support staff.
If the wage deferment is approved, the report continues, the funds
would be deducted from paychecks over two years and be placed in a
Termination Incentive Plan account. The school district would be
able to use the money to help pay bills and would repay the
employees upon retirement, layoff, firing or resignation -- with
no interest, the report says.
Free Press says Robert Bobb, the DPS emergency financial manager,
stopped short of guaranteeing that the money will be repaid if the
district declared bankruptcy, but insisted that he would not
declare bankruptcy if the teachers approve the deal. "From all
the legal advice we've been given, the money is protected if
bankruptcy occurs," he said, according to Free Press.
Free Press also notes David Martell, executive director of the
Michigan School Business Officials, and officials of the Michigan
Education Association said there's no way to guarantee the money
would be protected in a bankruptcy. But, Mr. Martell said,
bankruptcy is unlikely. "It's extremely far-fetched for a school
district to declare bankruptcy because the impact would be far-
reaching," he said, according to the report.
Detroit Public Schools, Michigan's largest school district, serves
nearly 90,000 students in 172 schools throughout the city of
Detroit.
DIGICEL LTD: Unveils Early Tender Results, Receives Consents
------------------------------------------------------------
Digicel Limited has received and accepted for purchase
approximately $437.8 million aggregate principal amount of its
outstanding 9.25% Senior Notes due 2012 (CUSIP/ISIN Nos.
25380QAA7/US25380QAA76 and G27649AA3/USG27649AA34) validly
tendered by 5:00 p.m., New York City time, on December 7, 2009,
and has received consents from holders of approximately 97.3% of
the Notes as of the Consent Date.
The consents are sufficient to effect all of the proposed
amendments to the indenture governing the Notes as set forth in
Digicel's Offer to Purchase and Consent Solicitation Statement
dated November 23, 2009, and the related Letter of Transmittal and
Consent, pursuant to which the tender offer and the consent
solicitation are being made. The proposed amendments eliminate
substantially all of the restrictive covenants and certain default
provisions and also shorten the redemption notice period to three
business days. Digicel has executed a supplemental indenture
effecting the proposed amendments to the indenture, and the
supplemental indenture is binding on the holders of Notes not
purchased in the tender offer.
Digicel also announced that it is revising the terms of its tender
offer such that holders who tender their bonds after the date
hereof and prior to the tender expiration date will receive a
tender offer consideration of US$1,046.25 for every US$1,000 of
principal amount of Notes tendered, plus accrued and unpaid
interest. Digicel is simultaneously announcing that it is
irrevocably calling for redemption of all Notes that remain
outstanding after the consummation of the tender offer on
December 22, 2009, at the redemption price of US$1,046.25 for
every US$1,000 of principal amount of Notes, plus accrued and
unpaid interest. Holders may obtain a copy of the official notice
of redemption by calling Deutsche Bank Trust Company Americas, the
trustee for the Notes, at +1-908-608-3191.
The Company has retained Credit Suisse Securities (USA) LLC to
serve as the dealer manager and solicitation agent for the tender
offer and the consent solicitation. Questions regarding the
tender offer and the consent solicitation may be directed to +1-
212-538-1862 (collect) or 800-820-1653. Requests for documents
may be directed to D.F. King & Co., Inc., the information agent
for the tender offer, at +1-212-269-5550 (collect) or at 800-431-
9643 (toll-free).
About Digicel Group
After eight years of operation, Digicel -- --
http://www.digicelgroup.com-- has 8.8 million customers across
its Caribbean and Central American markets and is renowned for
competitive rates, unbeatable coverage, superior customer care, a
wide variety of products and services and state-of-the-art
handsets. By offering innovative wireless services and community
support, Digicel has become a leading brand in the Caribbean and
has placed the region at the cutting-edge of wireless
communications -- the company is also a recent entrant to the
Central American and, through a sister company, Pacific markets.
Digicel is incorporated in Bermuda and now has operations in 26
markets in the Caribbean and Central America comprising of:
Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda, Bonaire,
the British Virgin Islands, the Cayman Islands, Curacao, Dominica,
El Salvador, French Guiana, Grenada, Guadeloupe, Guyana, Haiti,
Honduras, Jamaica, Martinique, Panama, St Kitts & Nevis,
St. Lucia, St. Vincent & the Grenadines, Suriname, Trinidad &
Tobago and Turks & Caicos. The Caribbean company also has
coverage in St. Martin and St. Barths.
Digicel Pacific, a sister company of Digicel, has operations in
Fiji, Nauru, Papua New Guinea, Samoa, Tonga and Vanuatu.
In total, across its 32 markets, Digicel has 10.3 million
subscribers.
DONALD KELLAND: Taps the Law Office of Phil Hineman as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Donald Kelland and Noel Kelland to employ the Law Office of Phil
Hineman, P.C., as counsel.
The firm is expected to, among other things:
a. give the Debtors legal advice with respect to
reorganization;
b. represent the Debtors in connection with negotiations
involving secured and unsecured creditors; and
c. represent the Debtors at hearings set by the Court.
The firm received a $57,000 retainer.
Phil Hineman, Esq., will have the main responsibility in the
Debtors' case. He will be paid $250 an hour.
To the best of the Debtors' knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
Law Office Of Phil Hineman
3411 N. 5th Ave., Suite 304
Phoenix, AZ 85013
Tel: (602) 977-2859
Fax: (602) 977-2966
Phoenix, Arizona-based Donald Kelland and Noel Kelland filed for
Chapter 11 bankruptcy protection on November 15, 2009 (Bankr. D.
Ariz. Case No. 09-29392). The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.
ELECTROGLAS INC: Court Sets January 31 as Claims Bar Date
---------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has established 4:00 p.m. on January 31,
2010, as the deadline for creditors, except governmental agencies,
for filing of proofs of claim in the Chapter 11 cases of
Electroglas, Inc., and Electroglas International, Inc.
Governmental units have until March 31, 2010, to file their proofs
of claim.
For more information on filing of proofs of claim, contact:
Electroglas, Inc.
c/o Omni Management Group, LLC
16161 Ventura Blvd., Suite C
PMB 466
Encino, CA 91436
San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years. The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.
The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases. The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.
ELECTROGLAS INC: Plan Exclusivity Extended Until March 8
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Electroglas, Inc., and Electroglas International, Inc.'s exclusive
periods within which to file and solicit acceptances of a plan of
liquidation until March 8, 2010, and May 7, 2010.
As reported in the Troubled Company Reporter on Nov. 9, 2009, the
Debtors related that they needed additional time to review their
remaining assets and potential claims that will likely be asserted
against the estates to determine the structure of the eventual
plan.
San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years. The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.
The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases. The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.
ENRON CORP: District Court Reverses Safe Harbor Ruling
------------------------------------------------------
Judge Colleen McMahon of the U.S. District Court for the Southern
District of New York reversed the decision of Judge Arthur
Gonzalez of the U.S. Bankruptcy Court for the Southern District of
New York relating to the appeal of Alfa, S.A.B. de C.V., and ING
VP Balanced Portfolio, Inc., and ING VP Bond Portfolio, Inc., in
the adversary proceeding Enron Creditors Recovery Corp. v. J.P.
Morgan Securities, Inc.
The appeal is issue is whether the "safe harbor" provision under
Section 546(e) of the Bankruptcy Code, which bars avoidance of
transfers that constitute "settlement payments" made in connection
with transactions in securities, extends to transactions in which
commercial paper is redeemed by the issuer prior to maturity,
using the customary mechanism of the Depository Trust Company for
trading in commercial paper, without regard to extrinsic facts
about the nature of the redemption, the motive behind the
redemption, or the circumstances under which the payments were
made.
Alfa and the ING Entities, supported by the Securities and
Exchange Commission, take the position that prepayment of debt
evidenced by commercial paper using the mechanism of the DTC, is a
"transaction in securities." They further argue that every
payment made to close out that transaction qualifies as a
"settlement payment" as long as it is effected by a broker or
financial institution, without regard to whether the underlying
transaction was out of the ordinary from a commercial point of
view. Enron takes the opposite position: that the prepayment of
debt is not a "transaction in securities" because there was no
"purchase or sale" of securities. For that reason, Enron argues,
the payment used to effect the redemption and retirement of the
debt securities does not qualify as a "settlement payment," no
matter the role of the DTC or any broker or financial institution.
Judge Gonzalez accepted Enron's argument.
Judge McMahon reverses the holding of the Bankruptcy Court insofar
as it limited the definition of settlement payment -- and
restricted the availability of Section 546(e)'s safe harbor from
avoidance -- to payments "commonly made" in the securities trade.
Judge McMahon ruled that the "rule of the last antecedent"
provides that a limiting clause or phase should ordinarily be read
as modifying only the noun or phrase that it immediately follows.
Judge McMahon pointed out that commercial paper is included in the
definition of "security" under the Bankruptcy Code. Specifically,
a security is defined, inter alia, as a "note," "stock," "treasury
stock," "bond," "indenture," "collateral trust certificate," "pre-
organization subscription or certificate," "transferable share,"
"voting-trust certificate," "certificate of deposit," or a
"certificate of deposit for security." Enron, she noted, does not
dispute that the short-term notes at issue fall within the
Bankruptcy Code's definition of "securities." However, Enron,
citing no authority, urged the District Court to discard the
Bankruptcy Code's definition of "security" and instead apply the
definition found in the Securities Exchange Act of 1934. Judge
McMahon said courts interpreting Section 546(e)'s reach, however,
have routinely rejected this argument and have applied the
Bankruptcy Code's definition of security under Section 101(49) in
deciding whether the safe harbor applied. Judge McMahon said she
will do likewise.
On the question whether the payments to Alfa and ING that Enron
seeks to avoid are "settlement payments," the District Court
concludes that because the redemption of the notes, as security,
involved the "delivery and receipt of funds and securities, it
qualifies as a "securities transaction" for safe harbor purposes,
regardless of whether Enron, itself or through an agent, acquired
title to the notes.
Judge McMahon further ruled that the transfers of cash to the
former noteholders and securities contemplated the consummation of
a "securities transaction," and that alone qualifies the transfers
as "settlement payments" for purposes of Section 546(e). She
added that the transfers were made by and to "financial
intermediaries" who are involved in the national clearance and
settlement system -- namely JP Morgan and Chase IPA. Moreover,
she pointed out that the Redemption implicated the participants in
the system of intermediaries and guarantees that characterize the
clearing and settlement process of public markets -- notably the
DTC.
Judge McMahon found that none of the authorities on which Enron
relies suggest any persuasive reason why transfers made to
consummate a "securities transaction" consisting of the redemption
and retirement of debt instruments do not qualify as "settlement
payments" for purposes of Section 546(e).
For the reasons stated, the District Court reverses Judge
Gonzalez's decision. The District Court remands to the Bankruptcy
Court with instructions that summary judgment be entered in favor
of Alfa and ING.
A full-text copy of Judge McMahon's Opinion and Order is available
for free at http://bankrupt.com/misc/enroningord.pdf
The U.S. District Court for the Southern District of New York has
granted Alfa and ING's motions for leave to file the appeal
regarding the order of Judge Arthur J. Gonzalez of the U.S.
Bankruptcy Court for the Southern District of New York.
About Enron Corp.
Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.
Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case. The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003. On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement. On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.
After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose. ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.
ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.
(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ENRON CORP: Employee Panel Has Nod for Final Severance Payouts
--------------------------------------------------------------
Bankruptcy Judge Arthur Gonzalez approved the Official Employment-
Related Issues Committee of Enron Corp. et al., and Ian Gazes, as
Severance Settlement Fund Litigation Trustee's motion (i) for
final distribution of severance settlement trust litigation
proceeds to settling former employees, (ii) approval of procedures
for notifying claimants of their right to object to a
determination of entitlement or calculation of the distribution,
and (iii) scheduling of a hearing to resolve Claimants'
objections, if any, to entitlement or calculation of Distribution.
All objections to the Motion were overruled.
On February 14, 2002, certain former employees filed a motion for
an order directing Enron to, among other things, pay the former
employees' severance pay using the formula contained in the
Debtors' prepetition severance pay plan. Enron and the Official
Committee of Unsecured Creditors responded to the Former
Employees' Motion and asked, among others, for an order
authorizing the payment of $5 million to an independent former
Enron employee hardship fund for distribution to former Enron
employees.
The Court, after further consultation with counsel for the
Debtors, the Former Employees, the Texas Attorney General and the
Creditors' Committee, authorized Enron to pay the $5 million
Hardship Payment equally and ratably among those Former Employees
of Enron who had been paid up to $4,500 pursuant to the Employee
Wage and Benefits Order. The pro-rata share of the Hardship
Payment approximated $1,178 to each Eligible Former Employee.
Enron subsequently asked the Court to direct all parties to
continue negotiating a possible consensual resolution of the
Former Employees' Motion. The Court thereafter held a status
conference and adjourned all further hearings on the Former
Employees' Motion until after principals of each of the
constituencies met and conferred in an attempt to achieve a
settlement.
Settlement of Former Employees' Motion
To avoid the substantial risk for all parties in continuing with
the Severance Litigation, the parties agreed to a settlement. On
August 28, 2002, the Court entered an Order of Final Approval
approving the settlement of the Severance Litigation.
The principal terms of the Severance Settlement Agreement were:
(a) Each Eligible Former Employee who did not affirmatively
Opt-Out of the Severance Settlement Agreement received a
cash payment from the Debtors in satisfaction of an
allowed administrative expense priority claim calculated
by reference to the Enron Severance Plan, up to a maximum
amount of $13,500, inclusive of any prior payments. The
total cash value of the Severance Award payable to
approximately 4,500 Settling Former Employees was, in the
aggregate, $28.8 Million. The distribution of these
funds were effectuated by the Debtors during the fall of
2002.
(b) In addition, as an enhancement to the Severance Award,
each Settling Former Employee was entitled to receive a
potential additional distribution of his or her pro rata
share of certain avoidance action recoveries.
(c) In consideration of their receipt and acceptance of the
Severance Award and the possibility that they would
receive additional payments from the 90-Day Bonus
Avoidance Actions, the Settling Former Employees were
deemed to have released and waived all rights and claims,
whether known or unknown, arising from or in connection
with that Settling Former Employee's discharge from Enron.
90-Day Bonus Avoidance Actions
Less than a month before the Petition Date, some of Enron's
employees received significant lump sum payments labeled as 90-day
retention bonuses. Although the Debtors had decided not to
challenge those payments, the Employee Committee, in consultation
with the Creditors' Committee, believed that certain of those
payments should be challenged.
As part of the Severance Package, the Severance Settlement
Agreement provided for the assignment by the Debtors to the
Employee Committee of the right to prosecute the 90-Day Bonus
Avoidance Actions against certain former Enron employees.
The net proceeds recovered from those prosecutions, if any, would
be distributed on a pro rata basis to the Settling Former
Employees. That amount was to be based on the Settling Former
Employee's remaining unpaid Severance Claims, calculated using the
formula in the Enron Severance Plan.
When the Employee Committee undertook responsibility for pursuing
recoveries in connection with the 90-Day Bonus Avoidance Actions,
the target group was approximately 70 putative defendants
representing approximately $38 million dollars in bonuses that the
Employee Committee believed were wrongfully paid on the eve of the
Debtors' bankruptcy filing. Subsequent to the filing of the 90-
Day Bonus Avoidance Actions in the U.S. Bankruptcy Court for the
Southern District of Texas and during the period February 2003
through February 2004, there were numerous pre-trial negotiations
and settlements.
As proceeds from numerous pre-trial settlements were collected,
the Employee Committee believed that it was necessary and prudent
that a Severance Settlement Fund Litigation Trust be established.
The Severance Settlement Trust was created on August 12, 2003.
Separate and apart from the pre-trial settlements, it was
necessary that the Employee Committee prosecute to trial the 90-
Day Bonus Avoidance Actions against numerous former Enron
executives who refused to consensually resolve the litigation.
After more than three weeks of trial, the Employee Committee
obtained a favorable verdict. In a 102 page Memorandum Decision
and Order, the Texas Bankruptcy Court rendered a Final Judgment in
favor of the Employee Committee based upon theories pleaded in
fraudulent conveyance and preference against all defendants in an
amount exceeding $18 million. Although many of the defendant
judgment debtors entered into payment resolutions with the
Trustee, it was necessary to proceed with post-judgment remedies
against certain other defendants. The last remaining proceeds
have now been collected and therefore it is time to go forward
with a Court approved distribution procedure.
The Employee Committee has been successful in recovering
approximately $34.9 million dollars through the prosecution of the
90-Day Bonus Avoidance Actions. After the payment of
administrative and Court costs as well as legal fees, which
included contingency fees to trial counsel in Texas, the Severance
Settlement Trust presently maintains the sum of approximately
$23.4 million available for distribution to those Settling Former
Employees whose Severance Claims have not been satisfied by the
Prior Payments or the Severance Award and are thus entitled to
receive this additional Distribution from the proceeds of the 90-
Day Bonus Avoidance Actions.
It is anticipated that based on the remaining outstanding
Severance Claims and the amount available, each Eligible Former
Employee will receive a pro rata distribution of between 25% and
27%.
Approval of the Distribution
The Prior Payments and Severance Award were previously distributed
to approximately 4,500 Settling Former Employees. Approximately
1,000 of those individuals have now been paid in full by these
distributions based upon the formula included in the Enron
Severance Plan. The Employee Committee asks that the remaining
Settling Former Employees whose Severance claims have not been
fully satisfied receive the Distribution on a pro rata basis
pursuant to the Severance Settlement Order.
The Employee Committee and the Trustee representing the Severance
Settlement Trust have had meetings with personnel employed by the
Reorganized Debtors and their counsel relative to the transfer of
Settling Former Employee employment data to the Severance
Settlement Trust. Pursuant to the Severance Settlement Final
Order, the Severance Settlement Trust will reimburse the
reasonable legal and administrative costs and expenses incurred by
the Reorganized Debtors in connection with the Reorganized
Debtors' assistance in the Employee Committee's and Severance
Settlement Trust's efforts to distribute the monies held in the
Severance Settlement Trust, including, but not limited to the
Reorganized Debtors' participation in judicial proceedings related
to the Distribution.
The Severance Settlement Trust has agreed to indemnify and hold
harmless the Reorganized Debtors and their officers, directors and
employees from all losses, claims and actions related to the
Severance Payment and Severance Settlement. In addition, the
Severance Settlement Trust will hold back and make available for
that indemnification to the Reorganized Debtors, their officers,
directors and employees, trust assets in an aggregate amount of
not less than $250,000.
The Parties believe that it is possible that certain Claimants may
no longer be available or may have moved without a forwarding
address and the Distribution sent to those Claimants may be
returned to the Trustee. It is also possible that a few Claimants
may not negotiate the Distribution checks within a required 90-day
period. According to the parties, those Distributions will be
deemed unclaimed property under Section 347(b) of the Bankruptcy
Code. It is anticipated by the Parties that after the Final
Distribution and the payment of all outstanding administrative
costs, fees and taxes there may remain a de minimus balance with
the Severance Settlement Trust.
Due to the administrative cost involved in making additional
distributions of any remaining small amounts, the Parties believe
that it would be appropriate for the Trustee to donate the
remaining funds to a charity recognized under Section 501(c)(3) of
the Internal Revenue Code after all other obligations have been
paid. The Trust will withhold and remit to the Internal Revenue
Service taxes from each Claimant's Distribution an amount based on
a single filer status with one dependent. In addition to federal
income tax, the Trust will withhold FICA, Federal Unemployment
Insurance Tax as well as requisite State and Local taxes, if
applicable.
The Parties request that any remaining funds after Distribution,
net of projected costs and fees, which total less than $500,000 or
0.005% of the outstanding Severance Claims, be donated to a local
Houston charity of the Trustee's choosing in consultation with the
Employee Committee. If the remaining funds total more than
$500,000 then, in that event, the Trustee will effectuate a
further Distribution.
Notifications Procedures
The Parties believe that it is of paramount importance that all
potential Claimants receive notice of the proposed Distribution
and Objection procedures. Accordingly, all Claimants will be
served a copy of this Motion by regular mail at their last known
address as listed on the books and records of the Debtors or their
agents. The Trustee will provide the present listing of names and
addresses of all Claimants to the National Change of Address Data
Base to obtain current information for those individuals. In
addition, the Parties will provide for publication of the Notice
of Motion in editions of both the Houston Chronicle and the
national edition of the Wall Street Journal.
The Parties further ask that if, after a reasonable attempt to
locate a particular Claimant, the Claimant's Motion continues to
be returned as undeliverable, the Court grant a waiver of the
obligation to make the Distribution. That undeliverable
Distribution will be deemed an unclaimed property under Section
347(b).
The Parties proposed that any Claimant who does not timely object
to the Distribution or who accepts the Distribution by negotiating
payment will be deemed to have consented to the Distribution and
will be bound by the terms and conditions of the Severance
Settlement Agreement, the Severance Settlement Final Order, and
the Final Order and will, without limitation, be deemed to have
released any and all claims against Enron
Corp., Enron Creditors Recovery Corp., its directors, officers,
employees, agents and attorneys as well as against the Severance
Settlement Trust, its Trustee, members of the Employee Committee
and its agents, attorneys, accountants and advisors arising out of
or relating to the Distribution.
Scheduling of Resolution Hearing
If the Parties receive an objection filed by a Claimant based on a
determination of non-entitlement to or calculation of the amount
of any proposed Distribution, the Parties ask that a dispute
resolution process be established and the Court set a date for a
Resolution Hearing to reconcile or litigate any Objections filed
by Claimants.
The Employee Committee has arranged for a Web site to be
maintained by Triad Communications and a call center, to be
maintained by Epiq Systems to disseminate Distribution information
to the Claimants. The location of both the Web site and the Call
Center will be included in the Notice Package. The Parties
anticipate this procedure to enable the Parties to answer specific
entitlement and calculation questions with Claimants in order to
anticipate and resolve potential Objections. All parties that
will be involved with the Website and Call Center will work under
strict confidentiality restrictions.
The Parties will request at the Resolution Hearing that any
Claimant who has not filed an Objection or otherwise appear, will
be deemed to have consented to the Distribution. Accordingly,
that consenting Claimant will have waived their right to appeal or
challenge the Distribution apart from the Court ordered dispute
resolution process.
The Parties reserve their right to ask the Court at a later date
to enter an Order pursuant to Section 105(a) of the Bankruptcy
Code and General Administrative Orders M-143 and M-211
establishing procedures requiring that all objecting
Claimants submit to non-binding mediation. This procedure will
only be requested if it becomes apparent that the Court will not
be able to resolve the Objections in a cost efficient manner.
The Parties also ask the Court to grant them authority to forward
the Distribution to eligible Claimants as soon as practicable
after the Resolution Hearing.
About Enron Corp.
Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.
Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case. The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003. On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement. On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.
After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose. ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.
ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.
(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ENRON CORP: Unsecured Creditors Have Recovered 52.4%
----------------------------------------------------
Enron Creditors Recovery Corp., formerly Enron Corp., and its
reorganized debtor affiliates delivered to the U.S. Bankruptcy
Court for the Southern District of New York their Twentieth
Post-Confirmation Status Report.
A. Distributions
John S. Delnero, Esq., at K&L Gates LLP, in Chicago, Illinois,
relates that on October 1, 2009, the Reorganized Debtors made a
distribution of approximately $50,000,000 to holders of Allowed
Administrative, Priority, Secured, General Unsecured, Guaranty and
Convenience Claims, with the substantial majority of that amount
being paid to holders of Allowed General Unsecured and
Guaranty Claims. According to Mr. Delnero, the distribution
consisted entirely of cash since all Portland General Electric
Common Stock equivalents had previously been distributed.
Mr. Delnero notes that as of October 15, 2009, approximately
$21,686,000,000 in Cash, PGE Common Stock and PGE Common Stock
equivalents have been distributed to holders of Allowed Claims,
including $267,000,000 of interest, capital gains and dividends.
He adds that all Disputed Claims have been resolved and all
reserves previously held in the Disputed Claims Reserve, including
interest, dividends and gains have been released.
Moreover, as of October 15, 2009, the General Unsecured Creditors
of Enron have received 52.4% return on allowed claim amounts
compared to original estimates in the Disclosure Statement of
17.4% and the Creditors of Enron North America Corp have received
52.0% compared to original estimates in the Disclosure Statement
of 20.1%. The combined rate of return for ENA Creditors who also
hold an Enron Guaranty claim is 94.1%, excluding gains, interest
and dividends.
As of October 1, 2009 the Claims Distributions Call Center, manned
by an outside vendor, has been closed and all future calls will be
directed to Enron.
B. Claims Resolution Process
Over 25,000 proofs of claim were filed against the Debtors. The
Reorganized Debtors and, prior to the Effective Date, the Debtors
have worked diligently to review, reconcile, and resolve these
claims. In the third quarter of 2008, all Disputed Claims were
resolved. Of the over 25,000 proofs of claim filed, approximately
5,652 have been ordered allowed and approximately 2,333 have been
allowed as filed. The remaining filed claims have been expunged,
withdrawn, subordinated, or otherwise resolved.
C. Settlement and Recoveries
The Reorganized Debtors collected approximately $3,400,000 since
the Nineteenth Post-Confirmation Status Report. These amounts
were primarily attributable to the return of tax refunds and other
deposits belonging to the Reorganized Debtors.
D. Other Activities
The Reorganized Debtors continue to oversee additional various
Enron activities including:
(i) Document Administration and Disposal. In accordance with
Bankruptcy Court-approved procedures, approximately
179,000 boxes of documents had been approved for disposal
43,000 boxes remaining as of July 31, 2009. A motion to
amend the prior Document Disposal Procedures was ordered
on August 1, 2008; permitting the Reorganized Debtors to
communicate with other parties, including government
entities and private parties, continuing to have a
potential litigation interest in the remaining documents.
The Reorganized Debtors worked to identify and dispose of
all documents for which no business or litigation interest
remained. On June 9, 2009 a revised Document Retention
motion was filed with the Bankruptcy Court requesting
authority to destroy most, if not all, remaining hardcopy
documents not required for a specific business purpose.
Further authority was requested permitting the
Reorganized Debtors to arrange for the creation of
electronic tape media to store its Litigation Document
Library while discontinuing the burdensome maintenance of
its electronic system for documentation storage. The
motion was ordered on July 16, 2009. A Notice of Status
was also filed on August 19, 2009 clarifying the
Reorganized Debtors additional relief to destroy
approximately 90,000 electronic storage devices on and
after August 28, 2009. The Debtors also sought and
obtained an order from the United States District Court
for the Southern District of New York modifying that
Court's prior order establishing a document depository.
As of October 1, 2009, approximately 17,000 of the
remaining 43,000 boxes have been destroyed and all
electronic storage devices have been approved for
destruction.
(ii) Dissolution of Corporate Entities. There are 10
remaining entities, of which four are Debtors, four are
non-Debtors and two are Post Final-Distribution Trusts.
The Debtors and non-Debtors are taking great care to
ensure all liabilities are satisfied prior to dissolution
and that those dissolutions are in accordance with the
governing laws. Additionally, the foreign entities have
additional complexities and time components that the
Debtors and non-Debtors are working through to ensure
orderly dissolutions. There are six state tax returns
(iii) Tax Return Compliance. There are six state tax returns
remaining to be filed for 2008; all other 2008 federal and
state tax returns have been filed. For 2009, less than 20
returns for 15 entities will need to be filed. The
Reorganized Debtors are also preparing final federal and
provincial tax returns for the 2009 tax year for two
Canadian entities, which should complete Canadian filing
obligations. In addition, there are two Dutch entities
with potential Netherlands filing obligations that should
also be finalized in 2009.
(iv) Resolution of Outstanding Litigation. Twenty-four cases
remain pending.
Moreover, the Reorganized Debtors relate that they continue to
perform the necessary accounting, control and reporting work
required to maximize timely distributions to creditors.
When deemed necessary, the Reorganized Debtors have expended
efforts to establish communications with creditors, and contacts
within the creditors' organizations, to ensure the
Reorganized Debtors' records are current and accurate for
distribution purposes.
Two remaining headcount and engaged professional firms (a) support
litigation, (b) handle accounting, tax, cash management and
reporting for the 10 remaining entities, (c) calculate and control
creditor distributions, (d) perform claims management, (e)
complete disposition of remaining assets (f) oversee wind-up of
employee matters and benefit plans, and (g) oversee IT and
corporate services providers and non-litigation matters.
About Enron Corp.
Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.
Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case. The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.
The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003. On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement. On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.
After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose. ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.
ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.
(Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
ERIC N REYBURN: Can Access Cash Collateral of Mortgage Holders
--------------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts authorized, on a final basis, Eric N.
Reyburn to:
-- use cash collateral of the creditors secured by mortgages;
and
-- grant adequate protection to the mortgage holders.
The Debtor required the use of cash collateral to preserve the
value of its real property.
The Debtor related that certain of its properties are encumbered
by mortgages and are subject to assignment of rents executed by
the Debtor in favor of the mortgage holders.
As adequate protection, the mortgage holders are granted
replacement liens on the same types of postpetiton property of the
estate against which the mortgage holders held liens as of the
petition date.
Cambridge, Massachusetts-based Eric N. Reyburn aka Eric N.
Reyburn, as Trustee and Beneficiary of Various Trusts, filed for
Chapter 11 on November 4, 2009 (Bankr. D. Mass. Case No. 09-
20683). The Stephen E. Shamban Law Offices, P.C., 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.
ESCADA AG: UK Unit Commences Insolvency Proceedings
---------------------------------------------------
ESCADA (UK) Ltd, a 100 percent subsidiary of EDOB Abwicklungs AG
(former ESCADA AG), filed a petition on December 2, 2009, with
the competent insolvency court in London 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.
Jane Moriarty and Myles Halley of KPMG were appointed joint
administrators of Escada (UK) Ltd on the same day.
The joint administrators immediately sold the assets and business
of Escada (UK) Ltd to ESCADA UK Subco Limited, the wholly owned
subsidiary of the Mittal Trust, which bought the principal assets
and business of ESCADA AG from the German insolvency
administrator on November 5, 2009.
As previously reported, one of the Mittal Family Trusts acquired
Escada AG in early November 2009. The India-based Mittal family
has made its fortune in the steel-making industry. The Escada
AG-Mittal deal is expected to close before the end of the year.
As in the case of Mittal's acquisition of Escada AG, the purchase
price in the Escada UK sale deal is also undisclosed.
The Financial Times quoted Ms. Moriarty of KPMG as saying, "Given
the inseparable nature of Escada UK and Escada AG, the offer from
Mittal Trust represented the best deal for creditors of Escada
UK."
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's Lease Decision Period Extended to March 15
---------------------------------------------------------------
Escada (USA) Inc. won the Bankruptcy Court's approval for an
extension of the period within which it may assume or reject
unexpired leases of non-residential real property through
March 15, 2010.
According to the Debtor, the Lease Decision Period Extension will
allow it to preserve and maintain the value of its store leases,
which are among its most valuable assets. Absent the extension,
the Debtor risks losing numerous valuable leases and derailing a
sale process which will result in a significant loss of value to
its estate.
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's Plan Exclusivity Extended to February 12
-------------------------------------------------------------
Judge Stuart M. Bernstein of the United States Bankruptcy Court
for the Southern District of New York has extended the period
within which Escada (USA) Inc. may file a Chapter 11 plan of
reorganization, through and including February 12, 2010. The
Court has also allowed the Debtor to solicit acceptances for that
plan through April 12, 2010.
The Debtor had noted that the complexities of its Chapter
11 case prevented it from crafting a meaningful reorganization
plan, citing time-consuming transactions involved in the Escada
AG German insolvency proceeding and subsequent sale negotiations.
The extension of the Exclusive Periods is without prejudice to
the Debtor's right to make further requests for extension
pursuant to Section 1121(d) of the Bankruptcy Code, according to
the Court.
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)
EXPRESS ENERGY: Wins Confirmation of Prepackaged Plan
-----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Express Energy
Services Operating LP won approval of its prepackaged
reorganization less than six weeks after filing the Chapter 11
petition. In an Oct. 7 confirmation order, the bankruptcy judge
in Houston approved the plan giving ownership to holders of $326
million in debt under the senior secured credit agreement.
Under the reorganization plan negotiated with lenders pre-
bankruptcy, secured creditors will recover between 24% and 33% by
receiving all the new stock except 2% going to existing owners.
Unsecured creditors will receive a share of $400,000 cash if they
vote for the plan. If they accept, unsecured creditors' dividend
is calculated in the range of 5% and 16%. If not, the group gets
to share $100,000, which is a recovery in the range of 2% to 4%
percent. The Plan is supported by holders of more than two-thirds
of the secured debt.
Abut Express Energy
Express Energy and its affiliates have 31 field locations in oil
and gas producing regions of the U.S. The company was acquired in
a $627 million transaction in June 2008 by a group including
Macquarie Capital Group Ltd., Wachovia Capital Partners, and
management.
Express Energy Services Operating LP, together with 23 affiliates,
sought bankruptcy protection in Houston on October 27 (Bankr. S.D.
Tex. Case No. 09-38044). The Company listed both assets and debt
of $100 million to $500 million in its Chapter 11 petition.
FAIRPOINT COMMUNICATIONS: Global Seeks To Resume Contract Case
--------------------------------------------------------------
Law360 reports that Global NAPs Inc. has urged a New York
bankruptcy court to lift an automatic stay on litigation to allow
it to continue its contract case against debtor FairPoint
Communications Inc., which has allegedly threatened to terminate
interconnection of Global's communications network with
FairPoint's local exchange network in Vermont on Dec. 9.
FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services. FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.
Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335). Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel. BMC Group is claims and notice agent.
As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in total
stockholders' equity.
Bankruptcy Creditors' Service, Inc., publishes Fairpoint
Communications Bankruptcy News. The newsletter tracks the Chapter
11 proceedings of Fairpoint Communications Inc. and its debtor-
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
FAIRVUE CLUB: Taps Bradley Arant as Bankruptcy Counsel
------------------------------------------------------
Fiarvue Club Properties, LLC, has sought authorization from the
U.S. Bankruptcy Court for the Middle District of Tennessee to
employ Bradley Arant Boult Cummings LLP as bankruptcy counsel.
Bradley Arant will, among other things:
a. prepare pleadings and applications for filing and
conducting examinations incidental to any related
proceedings or to the administration of the case;
b. collect past due accounts; and
c. advise and assist the Debtor in the formation and
confirmation of a reorganization plan and disclosure
statement.
Bradley Arant will be paid based on the hourly rates of its
professionals:
William L. Norton III $400
Other Members $180-$500
William L. Norton III, a member at Bradley Arant, assures the
Court that Bradley Arant is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.
Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 1, 2009 (Bankr. M.D.
Tenn. Case No. 09-13807). William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP, 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.
FAZENDAS REUNIDAS: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Gustavo Saven de Annuda Piyto,
foreign representative
Chapter 15 Debtor: Fazendas Reunidas Boi Gordo, S.A.
Attn: Gustavo H. Sauer de Arruda Pinto
Praa Da Libertade, 130, 8Andar cjs 84/
O1503-010, Sao Pulo, SP
Miami, FL 33131
Chapter 15 Case No.: 09-37116
Type of Business:
Chapter 15 Petition Date: December 8, 2009
Court: Southern District of Florida (Miami)
Judge: A. Jay Cristol
Chapter 15 Petitioner's Counsel: Gregory S. Grossman, Esq.
701 Brickell Ave 16 Fl
Miami, FL 33131
Tel: (305) 372-8282
Email: ggrossman@astidavis.com
Estimated Assets: $50,000,001 to $100,000,000
Estimated Debts: More than $1,000,000,000
FOREST VIEW LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Forest View LLC
107 Knockash Hill
San Francisco, CA 94127
Bankruptcy Case No.: 09-33895
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Judge: Kevin R. Huennekens
Debtor's Counsel: Peter N. Hadiaris, Esq.
Law Offices of Peter N. Hadiaris
600 Harrison St. #120
San Francisco, CA 94107
Tel: (415) 593-0077
Email: peterhadiaris@att.net
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
According to the schedules, the Company has assets of $1,700,000,
and total debts of $1,684,683.
The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.
The petition was signed by William Spiers, managing member of the
Company.
FORUM HEALTH: Union, Official Seek to Use Stimulus and TARP Money
-----------------------------------------------------------------
William K. Alcorn at Vindy.com says union leader and local elected
officials of Forum Health tapped Gov. Ted Strickland's help to
gain access to funds from American Recovery and Reinvestment Act
of 2009 and Troubled Asset Relief Program.
The leaders and officials are working out in the face of the
Monday deadline whether Forum Health will keep a stand-alone
reorganization or be sold at auction, source says.
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.
FOSSIL ENERGY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fossil Energy, L.L.C.
dba Cal-Tex Fossil, L.L.C.
114 Top Flight Drive
Weatherford, TX 76087
Bankruptcy Case No.: 09-47835
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Russell F. Nelms
Debtor's Counsel: J. Robert Forshey, Esq.
Forshey & Prostok, LLP
777 Main St., Suite 1290
Ft. Worth, TX 76102
Tel: (817) 877-8855
Email: jrf@forsheyprostok.com
Matthew G. Maben, Esq.
Forshey & Prostok, L.L.P.
777 Main St., Ste. 1290
Fort Worth, TX 76102
Tel: (817) 877-8855
Fax: (817) 877-4151
Email: mmaben@forsheyprostok.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 Robert L. Sanders, president of the
Company.
FREEDOM COMMUNICATIONS: Paper Carriers, Committee Howl at Plan
--------------------------------------------------------------
The newspaper carrier plaintiffs in a settled class action against
Freedom Communications Holdings Inc. have struck out at Freedom's
proposed disclosure statement, saying the related Chapter 11 plan
was negotiated to freeze out all but the largest bank creditors,
Law360 reports.
The Official Committee of Unsecured Creditors also oppose the
Plan, saying it is unconfirmable. The Plan is "an attempted abuse
of the Chapter 11 process," the Committee says. The defects of
the Plan, according to the Committee, include impermissible
"discrimination among equally ranked creditors," where some will
be paid in full while others receive "massive impairment." The
"grossly inequitable plan," in the opinion of the Committee,
improperly gives releases to secured creditors where the Committee
has discovered "valuable claims." The Committee complains that
the Plan gives nothing to unsecured creditors if they vote against
it.
The Debtor has filed a Chapter 11 plan and explanatory disclosure
statement on the terms of a prepetition agreement with lenders.
Freedom Communications reached an agreement with its lenders on a
restructuring of the Company's debt under Chapter 11. Pursuant to
the plan support agreement, lenders owed $771 million will receive
$325 million in two secured term loans plus 100% of the stock,
subject to dilution. Unsecured creditors would split $5 million
in cash if they don't object to the plan, and nothing if they
object. Suppliers who continue to provide goods and services will
receive full payment for their prepetition claims. Existing
stockholders would get 2% of the new stock, along with warrants
for 10%, if they don't object to the plan. The Plan Support
Agreement will be terminated by the lenders if the Debtors do not
obtain confirmation of the Plan within five months. Deadline to
consummate the Plan is 11 months after the Petition Date.
On December 2, the Hon. Brendan L. Shannon of the U.S. Bankruptcy
Court in Delaware ruled that the Official Committee of Unsecured
Creditors for Freedom Communications Holding, Inc. may seek
alternatives to the Debtors' Plan of Reorganization. The
Committee has been saying that selling assets of the Debtors may
yield higher distributions for creditors.
About Freedom Communications
Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses. The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications. The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country. The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.
Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046). Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel. Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant. Logan & Co. serves as claims and notice agent.
Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.
GENERAL CRANE: Seeks Protection Under Chapter 11
------------------------------------------------
General Crane made a voluntary Chapter 11 filing, listing assets
and debts of between $50 million and $100 million, reports Paul
Brinkmann at South Florida Business Journal.
The Company, Mr. Brinkman says, owes $568,372 to Cargo Logistics
Network of Charlotte, North Carolina; $265,535, Imperial Premium
Finance of New York; and $98,507, Transport AP of West Palm Beach.
Hinshaw & Culbertson, in Fort Lauderdale, represents the Company.
General Crane is a construction crane distribution in Pompano
Beach, Florida.
GENERAL GROWTH: Brings 30 More Mortgages into Plan
--------------------------------------------------
General Growth Properties Inc. said December 8 that holders of 30
more mortgages decided to join in the Chapter 11 plan filed Dec. 1
covering 92 properties with $9.7 billion in mortgages.
As reported by the TCR on Dec. 3, 2009, General Growth has filed a
plan of reorganization and related disclosure statement. The Plan
is associated with roughly $9.7 billion of secured mortgage loans,
as GGP has reached consensual agreements in principal with certain
secured mortgage lenders. The Plan provides that all undisputed
claims against the emerging debtors for prepetition goods and
services will be paid in full.
Confirmation of the plan of reorganization is currently scheduled
for December 15, 2009.
About General Growth Properties
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL GROWTH: Proposes to Enter Into Anchor Lease Transactions
----------------------------------------------------------------
In the ordinary course of business, General Growth Properties Inc.
and its units lease certain real property, including vacant land
or space in buildings in their shopping centers to certain parties
or "anchors" that operate their businesses in the Debtors'
shopping centers. In connection with the Anchor Leases, the
Debtors may incur certain additional costs and obligations,
including costs relating to the preparation of the real property
to be leased to the Anchor.
Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New
York, notes that although the Debtors believe that entry into the
Anchor Lease Transactions is in the ordinary course of their
business, certain counterparties to the Anchor Leases have asked
the Debtors to obtain the Court's authority to enter into the
Anchor Lease Transactions.
Thus, the Debtors ask the Court to authorize their entry into
Anchor Lease Transactions.
Moreover, to streamline the Debtors' entry into Anchor Lease
Transactions, the Debtors propose these procedures:
* The Debtors will be able to enter into an Anchor Lease or
incur an Anchor Lease Obligation without any further
approvals from any constituency in the Debtors' Chapter 11
cases and without further approval of the Court, provided
that the total amount of Anchor Lease Obligations to be
incurred by a Debtor is equal to or less than $5 million. If
the proposed Anchor Lease Obligations exceed $5 million, the
Debtors will be required notice of the proposed Anchor Lease
Transaction within 20 days after the execution of the Anchor
Lease or within 20 days after entry of the proposed order on
the Anchor Lease Motion as to Anchor Lease Transactions that
were pending on the Petition Date to the Official Committee
of Unsecured Creditors, the United States Trustee, and any
prepetition secured lender with a security interest in the
real property being leased under an Anchor Lease.
* If an Anchor Lease Notice Party timely objects to the
Proposed Anchor Lease Transaction and that objection is not
resolved, the Debtors will not proceed with the Proposed
Anchor Lease Transaction. Instead, the Debtors will file a
motion seeking approval of the Proposed Anchor Lease
Transaction. If no timely objection is received, the Debtors
will be authorized to enter into the Proposed Anchor Lease
Transaction without further order from the Court.
Ms. Mayer points out that the Anchor Lease Transactions are a key
factor by which the Debtors are able to attract other tenants for
their Shopping Centers. The Debtors often face stringent time
constraints as materials must be ordered in advance of a
particular Anchor's opening date, and an Anchor Owner may be
reluctant to order materials or to enter into an Anchor Lease at
all absent a Court order approving the Anchor Lease Transactions,
she argues.
In this light, the Debtors further ask the Court to rule that any
order granting the Anchor Lease Motion should be effective
immediately by waiving a 14-day stay under Rule 6004(h) of the
Federal Rules of Bankruptcy Procedure.
About General Growth Properties
Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings. The Company's portfolio totals roughly
200 million square feet of retail space and includes more than
24,000 retail stores nationwide. General Growth is a self-
administered and self-managed real estate investment trust. The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.
General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants
LLC has been engaged as claims agent. The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers. The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.
Bankruptcy Creditors' Service, Inc., publishes General Growth
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Growth Properties Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Alabama Circuit Court Dismisses Suit
----------------------------------------------------
General Motors Corp. filed with the U.S. Bankruptcy Court for the
Southern District of New York a copy of an order dated
November 10, 2009, entered by the Circuit Court of Clarke County
Alabama, dismissing a lawsuit filed by Leanne E. Clark,
Christopher D. Clark, Brandon Clark, Abby Clark and Haley Clark
against General Motors Corporation in Case No. CV-2009-900138.00
"[A]ll claims in this case against Defendant General Motors
Corporation are dismissed, without prejudice to the right of any
party to petition to reinstate this [A]ction to pursue any claim .
. . not adjudicated in or discharged by proceedings in the
bankruptcy court," Circuit Judge D.P. Scurlock ruled.
Any petition for reinstatement must be filed by a party within 60
days after the Bankruptcy Court has entitled any party to seek
reinstatement, according to the Circuit Court.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: To Invest $336-Mil. in Detroit-Hamtramck Plant
--------------------------------------------------------------
General Motors will invest $336 million in the Detroit-Hamtramck
assembly plant to begin production of the Chevrolet Volt electric
car, with extended-range capabilities, in 2010.
This brings GM's combined Volt-related investments in Michigan to
$700 million, covering eight facilities. Detroit-Hamtramck will
be the final assembly location for the Volt, using tooling from
Grand Blanc, lithium-ion batteries from GM's Brownstown Township
battery pack manufacturing facility, camshafts and connecting rods
from Bay City, and stampings and the Volt's 1.4L engine-generator
from Flint.
"We expect the Detroit-Hamtramck plant will be the first facility
in the U.S. owned by a major automaker to produce an electric car.
It is the hub for the wheel that we began rolling in 2007 when the
Volt debuted at the North American International Auto Show in
Detroit," said Jon Lauckner, GM vice president of global product
planning. "Since then, the field of challengers and partners has
grown significantly. This competition will expedite the
development of electric vehicle technology and infrastructure."
After the Volt's debut in January 2007, other automakers announced
six plug-in hybrid or electric vehicles later that year, followed
by 19 introductions in 2008 and five more this year.
In addition to GM's $700 million in Volt-related facility
investments, there are the many suppliers, utility companies and
organizations investing in Michigan and the U.S. to support Volt
production and electric vehicle development. In August, the U.S.
Department of Energy selected 45 companies, universities and
organizations in 28 states for more than $2 billion in awards for
electric drive and battery manufacturing and transportation
electrification.
"With GM leading, electric vehicle development is creating
entirely new industries. These include battery developers,
builders of home and commercial charging stations, and power
control and electric motor suppliers," Lauckner said. "These
investments in the electric vehicle ecosystem are creating new
jobs and strengthening Michigan's and America's long-term
competitiveness."
To reduce cost and maximize flexible manufacturing techniques,
some equipment for Volt production is being reused from other GM
facilities and installed in the Detroit-Hamtramck plant's body
shop. The Volt will be built on the existing assembly line at
Detroit-Hamtramck. Assembly of Volt prototype vehicles will begin
in the spring, with the start of regular production scheduled for
late 2010.
Detroit-Hamtramck opened in 1985, and currently employs about
1,200 workers, including 1,100 hourly workers represented by UAW
Local 22.
"This investment is great news for the workforce as it helps pave
the way for the future and the electrification of the automobile,"
said Cal Rapson, vice president and director, UAW International
Union.
The Volt is an electric vehicle with extended-range capability. It
is designed to drive up to 40 miles on electricity without using
gasoline or producing tailpipe emissions. When the Volt's lithium-
ion battery is depleted of energy, an engine/generator seamlessly
operates to extend the total driving range to about 300 miles
before refueling or stopping to recharge the battery. Pricing has
not been announced.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Kramer Levin Bills $4.59 Mil. for June to Sept.
---------------------------------------------------------------
Professionals employed or retained in General Motors Corp.'s
bankruptcy cases filed interim applications for the allowance of
fees and expenses incurred for the period from June 2009, through
September 2009:
Professional Fee Period Fees Expenses
-------------- ----------- ---- --------
Brownfield Partners, LLC 6/01/2009 to $213,914 $16,294
9/30/2009
The Claro Group 6/01/09 to $189,563 $888
9/30/09
FTI Consulting, Inc. 6/03/2009 to $4,435,036 $74,500
9/30/2009
Kramer Levin Naftalis & 6/03/2009 to $4,593,910 $85,047
Frankel LLP 9/30/2009
Lowe, Fell & Skogg, LLC 6/01/2009 to $261,840 $19,212
7/10/2009
Meanwhile, Alan Chapell, CIPP, the Consumer Privacy Ombudsman
appointed by the United States Trustee in the sale of General
Motors Corporation's assets to Vehicle Acquisition Holdings, LLC,
seeks the Court's approval of his $72,900 final fee application
for services rendered during the period from June 8, 2009, to
October 4, 2009.
AP Services, LLC, as the Debtors' Crisis Managers, filed a Monthly
Staffing Report for the period from October 1 to 31, 2009.
A full-text copy of APS' Monthly Staffing Report is available for
free at http://bankrupt.com/misc/GM_APS_StaffingRep_Oct.pdf
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Stipulation Modifying Stay for Natixis
------------------------------------------------------
Arrowood Indemnity Company and General Motors Corp. entered into a
collateral and reimbursement agreement dated July 16, 2008,
whereby the Debtors were required to procure and maintain at all
times for the benefit of Arrowood an irrevocable letter of credit
in the face amount of the Aggregate Collateral Obligation, as
defined in the Arrowood Agreement.
In fulfillment of this obligation, in July 2008, the Debtors
provided to Arrowood a letter of credit issued by Natixis, New
York Branch, in the face amount of $14.5 million.
The Debtors and Natixis had previously entered into a Letter of
Credit Reimbursement Agreement dated December 18, 2006, and
amended December 27, 2007, and May 22, 2008. Pursuant to the
Prepetition Reimbursement Agreement, Natixis is entitled to
recover, among other things, the full amount of its payments on
letters of credit from the Debtors.
As security for issuing the Arrowood LC, Natixis required the
Debtors to obtain and provide collateral to support, the Debtors'
obligations to Natixis under the Prepetition Reimbursement
Agreement.
Pursuant to an Amended and Restated Pledge Agreement dated
May 20, 2008, the Debtors granted Natixis a first priority lien on
"all guaranteed investment contracts or other investment
agreements" that the Debtors may enter into with, purchase or
otherwise acquire from Natixis Funding Corp. Currently,
$14.5 million in collateral is available pursuant to an Investment
Agreement between the Debtors and Natixis Funding Corp. dated as
of July 30, 2008.
Pursuant to the terms of the Arrowood Agreement, Arrowood has the
right to draw on the Arrowood LC and demand has been made upon
Natixis by Arrowood for payment under the Arrowood LC. Natixis
requires the use of the Collateral to reimburse it for payment on
the Arrowood LC.
The Debtors and Natixis jointly sought and obtained the Court's
approval of a stipulation modifying the automatic stay solely to
the extent necessary to allow Natixis to apply the Collateral or
its proceeds to the Debtors' reimbursement obligation as and when
demand is made under the Arrowood Letter of Credit.
Natixis reserves its right to assert any claims or defenses
relating to any demand under the Arrowood LC. Natixis, New York
Branch and Natixis Funding Corp. agree to waive any claims against
the Debtors with respect to the Arrowood LC, conditioned upon the
indefeasible receipt by Natixis, New York Branch of the Collateral
pursuant to this Stipulation.
Natixis Funding Corp. is authorized and directed to comply with
any request by Natixis, New York Branch to liquidate the
Collateral and to release to Natixis, New York Branch the
Collateral or its proceeds.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Begins Review of Claims; Files Objections
---------------------------------------------------------
NetDockets reports Motors Liquidation Company, fka General Motors
Corporation, and its debtor-affiliates filed five omnibus
objections to various claims filed against the Debtors' estates:
(A) The Debtors object to 100 proofs of claim asserting more
than $284 million in claims ($26 million secured,
$565,000 administrative, $32 million priority, and
$226 unsecured. The Debtors argue that the proofs of
claim have been amended or superseded by later-filed
proofs of claim. The later-filed proofs of claim are not
covered by the objection, but the Debtors reserve their
rights to object to those proofs of claim at a later
date.
(B) The Debtors object to 100 proofs of claim, arguing that
the proofs of claim have been amended or superseded by
later-filed proofs of claim. The proofs of claim allege
more than $125 million in claims ($3 million secured,
$112 million priority, and $10 million unsecured). The
later-filed proofs of claim are not covered by the
objection, but the Debtors reserve their rights to object
to those proofs of claim at a later date.
(C) The Debtors object to 100 proofs of claim, arguing that
the proofs of claim are duplicative of other proofs of
claim. The proofs of claim assert more than $5.4 billion
in claims ($1.6 billion secured, $1.6 billion
administrative, $143 million priority, and $2 billion
unsecured). The Debtors want the later-filed duplicate
proofs of claim expunged; the earlier filed proofs of
claim would survive, but remain subject to further
objection at a later date.
(D) The Debtors object to 100 proofs of claim which are
duplicative of other proofs of claim. The proofs of
claim assert more than $773 million in claims ($2 million
secured, $28,000 administrative, $622,000 priority, and
$771 million unsecured).
(E) The Debtors object to 100 proofs of claim which do not
include "sufficient documentation to ascertain the nature
or validity of the claim." The proofs of claim allege
more than $218 million in claims ($201 million
administrative, $771,000 priority, and $17 million
unsecured).
NetDockets notes a hearing on the claims objections is set for
January 14, 2010, beginning at 9:30 a.m. (Eastern). Responses to
the objections must be filed no later than January 7, 2010 at 4:00
p.m. (Eastern).
Judge Robert Gerber had set November 30, 2009, as the deadline for
creditors to file proofs of claim against the Debtors. However,
claims against Debtors Remediation and Liability Management
Company, Inc. and Environmental Corporate Remediation Company,
Inc., which filed for bankruptcy in October, must be filed by
February 1, 2010.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Pours $700MM in Volt; Campbell to Head Chevrolet
----------------------------------------------------------------
General Motors Co. on Monday said it will invest $336 million in
the Detroit-Hamtramck assembly plant to begin production of the
Chevrolet Volt electric car, with extended-range capabilities, in
2010.
This brings GM's combined Volt-related investments in Michigan to
$700 million, covering eight facilities, GM said in a news
statement. Detroit-Hamtramck will be the final assembly location
for the Volt, using tooling from Grand Blanc, lithium-ion
batteries from GM's Brownstown Township battery pack manufacturing
facility, camshafts and connecting rods from Bay City, and
stampings and the Volt's 1.4L engine-generator from Flint.
According to an article by Associated Press Business Writer Jeff
Karoub posted at ABC News.com, GM's combined Volt-related
investment also includes $202 million for a new plant in Flint
that will build engine generators; $43 million for a plant in the
Detroit suburb of Brownstown Township that begins making battery
packs early next year; $37 million for a Bay City powertrain
plant; and $27 million for the GM Tech Center in suburban Warren,
home to the Volt's battery laboratory.
The article also says the state of Michigan last year approved
$135.2 million in tax incentives for those sites and others.
"We expect the Detroit-Hamtramck plant will be the first facility
in the U.S. owned by a major automaker to produce an electric car.
It is the hub for the wheel that we began rolling in 2007 when the
Volt debuted at the North American International Auto Show in
Detroit," said Jon Lauckner, GM vice president of global product
planning. "Since then, the field of challengers and partners has
grown significantly. This competition will expedite the
development of electric vehicle technology and infrastructure."
After the Volt's debut in January 2007, other automakers announced
six plug-in hybrid or electric vehicles later that year, followed
by 19 introductions in 2008 and five more this year.
In addition to GM's $700 million in Volt-related facility
investments, there are the many suppliers, utility companies and
organizations investing in Michigan and the U.S. to support Volt
production and electric vehicle development. In August, the U.S.
Department of Energy selected 45 companies, universities and
organizations in 28 states for more than $2 billion in awards for
electric drive and battery manufacturing and transportation
electrification.
To reduce cost and maximize flexible manufacturing techniques,
some equipment for Volt production is being reused from other GM
facilities and installed in the Detroit-Hamtramck plant's body
shop. The Volt will be built on the existing assembly line at
Detroit-Hamtramck. Assembly of Volt prototype vehicles will begin
in the spring, with the start of regular production scheduled for
late 2010.
Detroit-Hamtramck opened in 1985, and currently employs about
1,200 workers, including 1,100 hourly workers represented by UAW
Local 22.
"This investment is great news for the workforce as it helps pave
the way for the future and the electrification of the automobile,"
said Cal Rapson, vice president and director, UAW International
Union.
The Volt is an electric vehicle with extended-range capability. It
is designed to drive up to 40 miles on electricity without using
gasoline or producing tailpipe emissions. When the Volt's lithium-
ion battery is depleted of energy, an engine/generator seamlessly
operates to extend the total driving range to about 300 miles
before refueling or stopping to recharge the battery. Pricing has
not been announced.
* * *
Susan Docherty, General Motors vice president Sales, Service and
Marketing, on Wednesday said James M. Campbell, 45, has been named
general manager - Chevrolet, effective immediately. In his
previous assignment, Mr. Campbell was responsible for GM's Fleet
and Commercial Operations.
Before running GM's Fleet and Commercial Operations, Mr. Campbell
held various positions in field sales, retail incentives,
marketing and customer relationship management. He has played
important roles in many product launches including the Chevrolet
Impala, Monte Carlo, Colorado and Corvette.
Mr. Campbell, who joined GM in 1988, replaces Brent Dewar,
previously vice president global Chevrolet. Mr. Dewar has elected
to retire effective April 1, 2010, to dedicate more time to his
family and to pursue personal interests. Until then, Mr. Dewar
will work closely with Mr. Campbell to ensure a smooth transition
at Chevrolet and also will be on a special assignment supporting
Mark Reuss, GM president North America, in his new role.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERAL MOTORS: Eyes Paying Fed Loan, Going Public by End of 2010
-----------------------------------------------------------------
The New York Times' Nick Bunkley reports Mark Reuss, newly minted
president of General Motors Corp.'s North American operations,
said Tuesday the Company hoped to repay its federal loans and
become a public company again by the end of 2010.
"We need to repay the money that we borrowed, and I think
everybody in this company wants that desperately," Mr. Reuss said
on a conference call with reporters that marked his first public
comments since assuming his new role, according to New York Times.
"We want to make people in this country proud of General Motors,
its employees and its dealers."
NY Times says Mr. Reuss did not specify when GM expected to be
profitable -- "as soon as possible," he responded when asked --
but he said the company, buoyed by several popular new models, was
quickly making progress.
Mr. Bunkley also relates Edward E. Whitacre Jr., GM's chairman and
CEO, said Tuesday during an Internet chat session with reporters,
they considered paying off the entire balance at once. "We've
thought of it too. We'll be looking at that possibility," Mr.
Whitacre.
NY Times notes GM has more than enough cash on hand -- about $42.6
billion at the end of the third quarter -- to pay off the $6.7
billion it owed the United States government. GM owes $1.4
billion to Canada. GM borrowed $50 billion in the last year, but
most of that debt has been converted into an ownership stake held
by the Treasury Department.
Last month, GM agreed to make quarterly payments of $1 billion to
the United States and $200 million to Canada, NY Times says.
According to NY Times, Mr. Reuss said GM still planned to make a
$1 billion payment this month toward the $6.7 billion it owed the
federal government.
According to NY Times, though Mr. Whitacre has previously
suggested that GM may not be ready for a public offering until at
least 2011, Mr. Reuss said going public and repaying the
government are "at the very top of our desires of what this
company will look like next year."
NY Times also said Mr. Whitacre and Mr. Reuss said there were no
plans to cut more factory or salaried jobs, even though the
company still had more employees than its recovery plan called for
at the end of the year.
According to NY Times, Mr. Whitacre said during the chat GM was
also close to selecting a chief financial officer and could make
an announcement in two or three weeks.
About General Motors
General Motors Company -- http://www.gm.com/-- is one of the
world's largest automakers, tracing its roots back to 1908. With
its global headquarters in Detroit, GM employs 209,000 people in
every major region of the world and does business in some 140
countries. GM and its strategic partners produce cars and trucks
in 34 countries, and sell and service these vehicles through these
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, Opel,
Vauxhall and Wuling. GM's largest national market is the United
States, followed by China, Brazil, the United Kingdom, Canada,
Russia and Germany. GM's OnStar subsidiary is the industry leader
in vehicle safety, security and information services.
GM acquired its operations from General Motors Company, n/k/a
Motors Liquidation Company, on July 10, 2009, pursuant to a sale
under Section 363 of the Bankruptcy Code. Motors Liquidation or
Old GM is the subject of a pending Chapter 11 reorganization case
before the U.S. Bankruptcy Court for the Southern District of New
York.
At September 30, 2009, GM had $107.45 billion in total assets
against $135.60 billion in total liabilities.
About Motors Liquidation
General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026). General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.
The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts. Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company. GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel. Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors. GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.
Bankruptcy Creditors' Service, Inc., publishes General Motors
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by General Motors Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
GENERATION BRANDS: Receives Approval of First Day Motions
---------------------------------------------------------
Generation Brands said Judge Peter J. Walsh of the U.S. Bankruptcy
Court in Wilmington, Delaware, on Tuesday approved the Company's
requests to permit it to continue working with its customers,
suppliers and employees in the normal course. The Court also
determined that it will hold a hearing to consider confirmation of
the proposed pre-packaged plan of reorganization on January 15,
2010. If the plan is approved at the hearing, the Company expects
to emerge from bankruptcy by the end of January.
The Company received Court permission to pay its suppliers in the
ordinary course of business, including with respect to goods and
services provided before the December 4 Chapter 11 filing. The
Company also said that it received Court authority to pay pre-
petition employee wages and benefits and commissions to sales
agents. The Company's various customer programs, including
rebates, discounts and warranties, will continue as they always
have.
"We are pleased that the Court approved our first-day motions,
ensuring that our customers, employees and suppliers will see no
difference in our daily operations," said President and Chief
Executive Officer T. Tracy Bilbrough.
The Company said it received interim Court approval to use its
cash collateral to fund its operating expenses. As previously
announced, the Company received commitments for a $20 million
debtor-in-possession revolving credit facility which will provide
the Company with additional liquidity during its brief
restructuring period. The bankruptcy court will consider approval
of the DIP financing on December 23, 2009.
"With our confirmation hearing set for January 15, 2010, we are on
track to successfully complete the restructuring of our balance
sheet, eliminating more than $150 million of debt, and emerge from
Chapter 11 by the end of January," Mr. Bilbrough concluded.
Generation Brands is one of America's leading companies serving
the lighting, electrical wholesale, home improvement, home decor,
and building industries. The company has an outstanding portfolio
of fashionable and functional lighting fixtures, ceiling fans, and
decorative products that provide value and growth for its
customers and end-users.
Generation Brands LLC, along with affiliates, filed for Chapter 11
on Dec. 4, 2009. The case is In re Home Brands Holdings LLC,
Bankr. D. Del. Case No. 09-14315.
The Company was advised in connection with its pre-packaged
Chapter 11 financial reorganization by White & Case LLP and
Barclays Capital.
GEORGIA GULF: S&P Assigns 'B' Rating on $500 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating (the same as the corporate credit rating on the company) to
Georgia Gulf Corp.'s proposed $500 million senior secured notes
due 2016. At the same time, S&P assigned a '3' recovery rating to
the notes, indicating expectations of meaningful recovery (50%-
70%) in the event of a payment default.
Georgia Gulf Corp. (B/Stable/--) will use proceeds from the
proposed senior secured notes and a new $300 million unrated
asset-based revolving credit facility to pay down existing first-
lien senior secured debt. Existing first-lien debt consists of a
$300 million revolving credit facility, and about $347 million of
senior secured term loan outstanding. Proceeds will also be used
to pay down the company's existing accounts receivable
securitization facility, which will be terminated. S&P will
withdraw its ratings on the existing first-lien senior secured
debt shortly after it is paid down.
Ratings List
Georgia Gulf Corp.
Corporate credit rating B/Stable/--
New Ratings
$500 million senior secured notes due 2016 B
Recovery rating 3
GLOBAL ENERGY: To Voluntarily Delist Common Stock From NYSE
-----------------------------------------------------------
Global Energy Holdings Group, Inc., has given notice to NYSE Amex
LLC of its decision to voluntarily delist its common stock from
the Exchange. The Company's board of directors has elected to
take this action for the following reasons:
-- The nature and limited extent of the trading in the common
stock, as well as the market value that the public markets
are currently applying to the common stock.
-- The Company is not in compliance with the Exchange's
listing requirements.
-- Many other typical advantages of being a public company,
including enhanced access to capital and the ability to
use equity securities to acquire other businesses, are not
currently sufficiently available to the Company to an
extent that would justify the costs of being listed.
In addition to the significant time and cost savings resulting
from the voluntary termination of the listing of the Company's
common stock on the Exchange, the Company's board of directors
believes that this action will allow the Company's management to
focus its attention and resources on reorganizing the Company and
building longer-term enterprise value.
The Company has not made any arrangements to have its common stock
listed on any other exchange or quoted in any other quotation
medium.
As previously disclosed, on June 9, 2009, the Company received
notice from the Exchange that the Company did not meet one of the
Exchange's continued listing standards as set forth in Part 10 of
the NYSE Amex LLC Company Guide (the "Company Guide"). The notice
received from the Exchange stated that the Company was not in
compliance with Section 1003(a)(iv) of the Company Guide. The
Company was afforded the opportunity to submit a plan of
compliance to the Exchange by July 3, 2009, addressing how it
intended to regain compliance with Section 1003(a)(iv) of the
Company Guide by December 3, 2009.
On August 18, 2009, the Company's plan to regain compliance with
Section 1003(a)(iv) of the Company Guide by December 3, 2009, was
accepted by the Exchange. As previously disclosed, the Company
subsequently voluntarily filed 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. Because the Company intends to reorganize, the Company
was not in compliance with Section 1003(a)(iv) by December 3,
2009.
The Company intends to file a notification of removal from listing
on the Exchange on Form 25 with the Securities and Exchange
Commission (the "SEC") on or about December 18, 2009. The
withdrawal of the Company's common stock from listing on the
Exchange will be effective 10 days after the filing of the Form
25.
About Global Energy
Global Energy Holdings Group, Inc. -- 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.
* * *
As reported in the Troubled Company Reporter on November 27, 2009,
Global Energy Holdings Group Inc. filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Court for the District of
Delaware to protect its assets and restructure, and liquidate non-
core assets of its business. Affiliates included in the filing
are Augusta Biofuels LLC, GES-Live Oak Hickory Ridge LLC, Spring
Hope Biofuels LLC and Xethanol Biofuels LLC, according to
TradingMarkets.com
GOODY'S LLC: Files Liquidating Chapter 11 Plan
----------------------------------------------
Bill Rochelle at Bloomberg News reports that Goody's LLC, which
has liquidated its 282 stores, filed a liquidating Chapter 11 plan
to enable distribution of $7 million remaining from the sale of
assets that generated $119 million. The Plan calls for
distributions according to the priorities contained in bankruptcy
law. A hearing to consider the adequacy of the information in the
disclosure statement attached to the Plan is set for Dec. 28.
About Goody's LLC
Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's Family Clothing Inc., and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133). Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors. The
Company emerged from bankruptcy October 20, 2008, after closing
more than 70 stores. The reorganized entity was named Goody's
LLC, and headquartered in Wilmington, Delaware.
Goody's subsequently announced plans to liquidate in January
2009 when it was unable to restructure terms with creditors.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124). M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel. Skadden, Arps, Slate
Meagher & Flom, LLP, is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor. Goody's has
closed its 282 stores and liquidated its inventory and other
assets. In its schedules, Goody's LLC listed assets of
$542,231,601 and liabilities of $510,471,005.
GORDON GEORGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gordon D. George, Jr.
824 Cherokee Avenue
Port Neches, TX 77651
Bankruptcy Case No.: 09-10722
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Eastern District of Texas (Beaumont)
Debtor's Counsel: Floyd A. Landrey, Esq.
Moore Landrey, L.L.P.
Beaumont, TX 77701
Tel: (409) 835-3891
Fax: (409) 835-2707
Email: wphillips@moorelandrey.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txeb09-10722.pdf
The petition was signed by Gordon D. George, Jr.
GPX INTERNATIONAL: Court Accepts Alliance Tire's $50 Mil. Offer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
accepted a revised bid by Alliance Tire Group for the bulk of GPX
International Inc.'s global distribution assets at a December 7
auction in Boston, tirebusiness.com reported. Alliance Tire
raised its bid for the Company's assets to more than $50 million
from $38.3 million, topping Titan International Inc.'s $44 million
offer, according to the report.
GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries. GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany. A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.
GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170). GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX. The petition says assets and debts
range from $100 million to $500 million.
GPX INTERNATIONAL: Sells Canadian Assets to Allegro, Managers
-------------------------------------------------------------
GPX International Tire Corp. won authorization to sell its
Canadian Business to Allegro Rubber International Inc. and company
managers separately for $23.9 million, subject to adjustment. The
company managers were principals in the business when it was
acquired by GPX in 2005. The solid tire business is going for
$10 million to MITL Acquisition Co.
GPX International Tire Corporation was one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries. GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in
NorthAmerica, China, Canada, and Germany. A third generation
family-owned business, GPX and its predecessor companies have been
in business since 1922.
GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170). GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX. The petition says assets and debts
range from $100 million to $500 million.
GRAIN DEALERS MUTUAL: A.M. Best Upgrades FSR to 'B+'
----------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B (Fair) and issuer credit rating to "bbb-" from "bb"
as well as removed the ratings from under review with developing
implications for Grain Dealers Mutual Insurance Company (Grain
Dealers) (Indianapolis, IN). The outlook assigned to both ratings
is positive.
These rating actions follow the announcement that Grain Dealers
and NGM Insurance Company (NGM), the lead carrier of the Main
Street America Group (Main Street) (both of Jacksonville, FL),
have executed an affiliation agreement following the approval by
the Indiana Department of Insurance. The ratings and outlook for
Main Street and its members are unchanged.
The upgrades reflect the rating enhancement afforded Grain
Dealers' based on NGM's financial strength. Partially offsetting
rating factors is Grain Dealers' deteriorated capital position,
diminished risk-adjusted capitalization and its history of
volatile operating performance. The rating outlook reflects NGM's
plan to reinsure 100% of Grain Dealers' business, including all
prior liabilities into NGM, mitigating A.M. Best's concerns
regarding Grain Dealers' diminished capitalization and history of
unfavorable operating results.
GPX INTERNATIONAL: Sells Canadian Assets to Allegro, Managers
-------------------------------------------------------------
GPX International Tire Corp. won authorization to sell its
Canadian Business to Allegro Rubber International Inc. and company
managers separately for $23.9 million, subject to adjustment. The
company managers were principals in the business when it was
acquired by GPX in 2005. The solid tire business is going for
$10 million to MITL Acquisition Co.
GPX International Tire Corporation was one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries. GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in
NorthAmerica, China, Canada, and Germany. A third generation
family-owned business, GPX and its predecessor companies have been
in business since 1922.
GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No. 09-20170). GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel. TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX. The petition says assets and debts
range from $100 million to $500 million.
HAYES LEMMERZ: Court Extends Occurrence of Plan Effective Date
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended:
-- the investigation termination date solely for the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Hayes Lemmerz International, Inc., et al., until Dec. 31,
2009, at 5:00 p.m. (prevailing eastern time); and
-- the occurrence of the plan effective date under the First
Amended Joint Plan of Reorganization of the Debtors.
In accordance with the final DIP order, the DIP agent and the
creditors' committee consented to the extension granted.
In November, Hayes Lemmerz received from the Bankruptcy Court
confirmation of a proposed plan of reorganization for the Company
and substantially all of its U.S. subsidiaries that will
significantly improve the Company's balance sheet and reduce its
leverage. The Company's total consolidated prepetition funded
indebtedness of approximately US$720 million is expected to be
reduced to approximately US$240 million upon emergence from
Chapter 11.
However, Hayes has not yet emerged from bankruptcy. Hayes
previously said it is now working to resolve the remaining issues
in the Chapter 11 cases, and are finalizing the exit financing.
About Hayes Lemmerz
Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers. The Company is also a supplier of
automotive powertrain components. The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world. The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.
The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt. The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP. Lazard Freres & Co.,
LLC, serves as the Company's financial advisors. AlixPartners,
LLP, serves as the Company's restructuring advisors. The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.
This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.
HOREN ASLANYAN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Horen Aslanyan
23170 Park Sorrento
Calabasas, CA 91302
Bankruptcy Case No.: 09-26511
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Maureen Tighe
Debtor's Counsel: Stephen F. Biegenzahn, Esq.
4300 Via Marisol Ste 764
Los Angeles, CA 90042-5079
Tel: (213) 617-0017
Fax: (480) 247-5977
Email: efile@sfblaw.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 $1,036,800
and total debts of $2,380,593.
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb09-26511.pdf
The petition was signed by Horen Aslanyan.
HSM LAKESHORE: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: HSM Lakeshore, LTD.
5001 Spring Valley Rd, Suite 1100W
Dallas, Tx 75244
Bankruptcy Case No.: 09-47653
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judge: Russell F. Nelms
Debtor's Counsel: Gerald Philip Urbach, Esq.
Hiersche, Hayward, Drakeley & Urbach
15303 Dallas Parkway, Ste. 700
Addison, TX 75001
Tel: (972) 701-7026
Fax: (972) 701-8765
Email: gurbach@hhdulaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A list of the Company's 21 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txnb09-47653.pdf
The petition was signed by Daniel B. Mahoney, secretary/treasurer
of the company.
IDEAL ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ideal Electrical Supply Corporation
ta Ideal Electric
2230 Adams Place, NE
Washington, DC 20018
Bankruptcy Case No.: 09-01084
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
United States Bankruptcy Court for the District of Columbia
(Washington, D.C.)
Debtor's Counsel: Alan M. Grochal, Esq.
Tydings & Rosenberg
100 E. Pratt St.
Baltimore, MD 21202
Tel: (410) 752-9700
Email: agrochal@tydingslaw.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/dcb09-01084.pdf
The petition was signed by Cora H. Williams, president, CEO and
chairperson of the Company.
IDEAL MORTGAGE: Closure Leaves 600 Jobless, Violates WARN Act
-------------------------------------------------------------
National employee rights law firm Outten & Golden LLP said the
collapse of Lend America, the New York metro area's largest
mortgage lender, has left about 600 employees without jobs and
probably without health insurance, if the shutdowns of Taylor,
Bean & Whitaker Mortgage Corp. and American Home Mortgage are any
guide.
Outten & Golden said Tuesday the shutdown of Long Island-based
Lend America is a rerun of the nightmarish ending of American Home
Mortgage, which closed suddenly in August 2007, and the jolting
demise of Taylor Bean, the 12th largest home-mortgage lender,
which shut down August.
Outten & Golden said the implosions focus attention on the plight
of workers who believe they are safe in their jobs one day, and
are laid-off the next. The sudden loss of jobs plus the loss of
company health insurance when an employer files bankruptcy, is the
prospect haunting the employees of Lend America. This double-
whammy causes many employees immense hardship and draws attention
to their legal rights, Outten & Golden said.
"The resemblances are eerie," said Jack A. Raisner, Esq., a
partner at Outten & Golden LLP.
Ideal Mortgage, doing business as Lend America and Key Mortgage,
laid off most of its 600 employees on December 1, within 24 hours
of having its license revoked by the Federal Housing Authority and
Ginnie Mae, according to a report on newsday.com. Outten & Golden
said that morning, employees were locked out of their offices at
520 Broad Hollow Road, the former offices of American Home
Mortgage, which shut down without notice on August 3, 2007.
On Aug. 6, 2007, American Home filed for bankruptcy, and two days
later, Outten & Golden filed a WARN Act lawsuit on behalf the
employees. Rasheed v. American Home Mortgage Corp., Case No. 07-
51688, U.S. Bankruptcy Court for the District of Delaware.
Taylor Bean, like Lend America, was also shutdown when it lost its
ability to provide government-insured loans. "Taylor Bean was a
dramatic instance of employees hoping they'd make it through bad
times but getting kicked out the door just the same." Taylor Bean
cut off health insurance two days after firing its employees, and
filed for bankruptcy three weeks later. "We immediately brought
the WARN Act lawsuit on behalf of the employees there, as well"
said Mr. Raisner, "because they were given no notice." The suit,
Callahan v. Taylor, Bean & Whitaker Mortgage Corp., Adv. Pro. No.
09-00439-JAF, is being litigated in U.S. Bankruptcy Court for the
Middle District of Florida.
Mr. Raisner pointed out that this scenario has been playing out
across the nation during the Great Recession, leading to many
angry workers and lawsuits. "Employees especially resent the
sudden reversal of fortune. That's why notice is so important, in
fact, it's the law under the WARN Act."
The WARN Act (Worker Adjustment and Retraining Notification Act)
requires covered employers to provide employees with 60 days
advance written notice that will be losing their jobs in a mass
layoff or shutdown. According to Mr. Raisner, it does not appear
from reports that such notice was given to the employees of Lend
America, just as it was not in Taylor Bean or American Home
Mortgage.
Rene S. Roupinian, Esq., who co-chairs Outten & Golden LLP's WARN
Act group -- http://www.warnlawyers.com/-- is urging employees to
investigate whether they might be covered by the WARN Act, which
provides eligible employees who receive less than 60 days
termination notice up to 60 days back pay and benefits which
include medical expenses incurred due to lack of health insurance
during the notice period.
"Many employees do not realize that when an employer goes out of
business, health insurance plans are usually terminated along with
the employees," Ms. Roupinian said. "Although Lend America has not
filed for bankruptcy, if it does, loss of health insurance is
nearly a certainty. Employees are often let go with no insurance
to pay for necessary prescriptions and medical procedures for
themselves and their families. It's a harsh reality and can often
be more devastating than the sudden loss of income."
Outten & Golden said it remains to be seen how Lend America's
shutdown will affect the terminated employees, but they should
know that they may have rights and recourse to soften the blow of
unemployment that has affected so many in the mortgage industry
and economy to date.
INNOVATIVE COMMUNICATION: FCC OKs Transfer of Licenses to CFC
-------------------------------------------------------------
The Federal Communications Commission unconditionally approved the
transfer of control of Innovative Communication Corporation's
(ICC) operating subsidiaries and assignment of related licenses to
National Rural Utilities Cooperative Finance Corporation (CFC) in
connection with its agreement with the Chapter 11 Trustee of ICC.
The FCC recognized that "CFC is financially committed to
stabilizing and rehabilitating the ICC networks" and that CFC's
acquisition of these companies will "serve the public interest,
convenience, and necessity." The FCC rejected all petitions to
deny or condition the approvals.
"These approvals move CFC one step closer to receiving the
required regulatory and bankruptcy court approvals. They also
move us closer to a time when CFC will be able to direct the
operations of ICC and its subsidiaries, make the necessary
investments to improve services and continue the Trustee's
rehabilitation efforts after a difficult period for
telecommunications consumers in the U.S. Virgin Islands," stated
CFC CFO Steven Lilly.
CFC has already received U.S. antitrust approval and regulatory
approval from the government of the British Virgin Islands (BVI),
which was the first transfer-of-control ever granted under the
BVI's new Telecommunications Act. In January 2009, CFC announced
that it would make a credit bid to acquire the outstanding stock
of the ICC-owned companies. The credit bid is conditioned on
approval of regulatory authorities in the jurisdictions where
ICC's businesses operate.
About CFC
National Rural Utilities Cooperative Finance Corporation (CFC) is
a cooperative that serves the nation's rural utility systems.
With more than $20 billion in assets, CFC provides its member-
owners with an assured source of market-priced capital and
financial products and services. CFC can be found online at
nrucfc.org.
About Innovative Communication
Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is a telecommunications and
media company with extensive holdings throughout the Caribbean
basin. The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.
On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition against Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135). The Greenlight creditors
disclosed US$18,780,614 in total claims.
On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009). Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser, and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor. On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.
On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012). The creditors disclosed
total aggregate claims of US$56,341,843. Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.
Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Andrew Kamensky, Esq., at Hunton &
Williams.
JOAN MENESES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Joan P. Meneses
14 Escuela Drive
Daly City, CA 94015
Bankruptcy Case No.: 09-33809
Chapter 11 Petition Date: December 1, 2009
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Debtor's Counsel: Kenneth R. Graham, Esq.
Law Office of Kenneth R. Graham
171 Mayhew Way #208
Pleasant Hill, CA 94523
Tel: (925) 932-0170
Email: KRG@ELAWS.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 Ms. Meneses.
JOHNSON BROADCASTING: Wants Continued Use of Merrill Lynch's Cash
-----------------------------------------------------------------
Johnson Broadcasting Inc. and Johnson Broadcasting of Dallas Inc.
ask the U.S. Bankruptcy Court for the Southern District of Texas
for permission to continue to use cash collateral upon expiration
of the current cash collateral order. The Debtors' authority to
use cash collateral expires on December 31, 2009.
The Debtors need to use Merrill Lynch Commercial Finance Corp, as
assignee of Merrill Lynch Business Corp. cash collateral to
continue their business operations.
As reported in the Troubled Company Reporter on Feb. 20, 2009,
Johnson Broadcasting, Inc. was indebted to ML, as of the petition
date, about $4,201,377, plus accrued unpaid interest, charges and
other fees.
As adequate protection, the Debtors propose that JB will continue
to pay ML periodic cash payments, as JB has done under the current
cash collateral order. The Debtors also agree to allow the same
forms of adequate protection including replacement liens and
superpriority claims.
The Debtors relate that there is an offer to purchase their assets
for $15 million. Of this amount, $9 million is allocated to the
purchase of JB's assets, establishing an equity cushion that is
double the size of ML's secured claim.
About Johnson Broadcasting
Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas. Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively). Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).
John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors. In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.
JOSEPH PONTIAC: Points to Tough Economy for Chapter 11 Filing
-------------------------------------------------------------
Gabe Gutierrez at ABC12 News says Joseph Pontiac filed for Chapter
11 bankruptcy blaming the tough economy and the government being
slow to reimburse dealers for the federal cash for clunkers
program.
Joseph Pontiac's petition came before GMAC's attempt to auction
off its assets, Mr. Gutierrez says. Joseph Pontiac owes
$7 million to GMAC, he notes.
Based in Fenton, Michigan, Joseph Pontiac owns a car dealership in
Michigan, Grand Blanc Township and Millington.
LAKE AT LAS VEGAS: Dismissal Plea Denied; Plan Hearing on Dec. 15
-----------------------------------------------------------------
John G. Edwards at Las Vegas Review-Journal reports that the Hon.
Linda Riegle of the U.S. Bankruptcy Court for the District of
Nevada rejected the request by Transcontinental Corp., the former
owner of Lake at Las Vegas Joint Venture, LLC, to dismiss the
Company's bankruptcy case.
According to The Review-Journal, Transcontinental had claimed that
Lake at Las Vegas filed for bankruptcy protection in bad faith and
that the Company was running up expenses for the 3,600-acre
community. Judge Riegle said that Transcontinental waited more
than a year to file the motion, The Review-Journal relates.
Transcontinental wanted the bankruptcy dismissed because Lake at
Las Vegas may sue it if the Company emerges successfully from
bankruptcy court protection, the report states, citing attorneys
for the unsecured creditors committee.
Lake at Las Vegas President Frederick Chin said in court documents
that Transcontinental for pocketing $470 million in cash from a
$560 million loan made to the resort in 2004 and that it left the
Company with "significant unpaid bills, considerable pending
litigation and many unresolved and seemingly insoluble problems."
The Review-Journal says that Judge Riegle acknowledged concerns
about the relationship of investment banker Credit Suisse and the
Atalon Group, a turnaround management company, saying "I am
troubled in this case by the relationship between Credit Suisse
and the debtor," but the bankruptcy court is a good venue for
resolving issues. Credit Suisse took over Lake at Las Vegas in
January 2008 after Transcontinental defaulted on $540 million in
loans. In August 2008, Credit Suisse turned over the ownership
and management of Lake at Las Vegas to Atalon, which filed for
bankruptcy protection in August 2008.
Citing Judge Riegle, The Review-Journal states that
Transcontinental may oppose confirmation of the plan of
reorganization for Lake at Las Vegas, and if Transcontinental
persuades her at that point, she could dismiss the Company's
bankruptcy or convert the case to a Chapter 7.
The Review-Journal relates that Judge Riegle scheduled
confirmation hearings to begin on December 15.
Christian Onsager represents Transcontinental in the case, The
Review-Journal says.
Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada. Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.
The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814). When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion. Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel. Kurtzman Carson Consultants serves as
claims and notice agent. Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.
LEHMAN BROTHERS: Asks Nod for Settlement with Bamburgh, et al.
--------------------------------------------------------------
Lehman Brother Holdings Inc. and its affiliated debtors ask the
Court to approve a settlement that would prevent possible
dissolution of LBHI's subsidiaries in the United Kingdom.
LBHI's subsidiaries -- Alnwick Investments (UK) Ltd., Bamburgh
Investments (UK) Ltd. and Corfe Investments (UK) Ltd. -- are at
risk of being "struck off" the company register in England and
Wales by Companies House in England and Wales, and eventually
dissolved, Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in
New York, says.
A strike off procedure, according to Mr. Waisman, is an
alternative to a formal insolvency procedure in England and Wales
where the company is no longer required.
If the U.K. Lehman units were struck off the register, their
assets including claims against LBHI in the sum of EUR3.6 billion
would become property of the Crown in England and Wales.
Meanwhile, U.K. subsidiaries' debt to LBHI, including a sum of
more than EUR4.8 billion would be extinguished.
The U.K. Lehman units are currently incapable of paying their
debts to LBHI as a result of the Chapter 11 cases of LBHI and its
affiliated debtors, Mr. Waisman tells the Court.
To prevent the strike off, LBHI and the U.K. Lehman units reached
a settlement that would substantially reduce the claims against
LBHI and maximize the return on amounts owed to LBHI.
Under the deal, LBHI agreed to release and discharge up to
EUR4.625 billion of the outstanding debt under the inter-company
unsecured loan facility agreements entered into with Bamburgh in
exchange for Bamburgh discharging and releasing up to
EUR4.625 billion of claims it will acquire against LBHI. LBHI
also agreed to release and discharge up to EUR180 million in
outstanding inter-company debt under an unsecured loan facility
agreement entered into with Corfe in exchange for Corfe
discharging and releasing up to EUR180 million of claims it will
acquire against LBHI.
The Court will hold a hearing on December 16, 2009, to consider
approval of the proposed settlement. Deadline for filing
objections is December 11, 2009.
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: Proposes $580 Mil. Loan Restructuring Deal
-----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to enter into a deal with a
group of lenders to protect its stake in a 14-story office
building in New York.
The deal provides for the restructuring of a $580 million loan
and LBHI's participation in a new priority debt facility of up to
$98.5 million. A full-text copy of the term sheet detailing the
restructuring is available for free at:
http://bankrupt.com/misc/Lehman_TermSheetRestructuring.pdf
The $580 million loan consists of $165 million provided by MEPT
200 Fifth Avenue Lender LLC to 200 Fifth Avenue Mezz LLC, and
$415 million provided by two foreign banks to 200 Fifth Avenue
Owner LLC, which holds title to the property.
In return, the foreign banks were granted lien on the property
while 200 Fifth Avenue Mezz pledged its stake in the office
building as collateral for the $165 million loan. LBHI and its
unit, Property Asset Management Inc., also guaranteed the payment
of those loans.
200 Fifth Avenue Owner LLC is a unit of 200 Fifth Avenue Mezz, a
subsidiary of a series of entities that are wholly owned by the
joint venture among LBHI, Lehman Brothers Real Estate Fund III
L.P. and L&L Holding Company LLC.
The joint venture acquired the office building in 2007, after
which it established a corporate structure to hold its stake in
the property and allow it to syndicate much of the equity to
outside investors. However, before the joint venture could
syndicate its equity, LBHI filed its Chapter 11 case and as a
result, retained about 90% stake in the property.
Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says the restructuring, if approved by the Court, would allow
LBHI to protect its stake in the property from immediate
foreclosure by the lenders, and extend the maturity date of the
loans for up to an additional five years.
The deal would also provide for a new source of funds through the
priority debt facility, from which the joint venture would get
its capital to complete the lease-up of the office building, Mr.
Waisman says, adding that the debt facility which has a 10%
annual interest rate would provide LBHI's estate with a favorable
return on its new investment.
The restructuring deal also requires the foreign banks to waive
their claims in the sum of $840 million against LBHI that are
related to the guaranties, according to Mr. Waisman.
The Court will hold a hearing on December 16, 2009, to consider
approval of the request. Deadline for filing objections is
December 11, 2009.
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: Proposes Incentives for Derivatives Employees
--------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors plan to
implement an incentive program for employees engaged in winding
down their derivatives portfolio.
In court papers, the Debtors ask the U.S. Bankruptcy Court for
the Southern District of New York for authority to implement what
they call a derivatives employee incentive program.
The Incentive Program offers a performance based incentive pool
of up to $50 million, which aims to reward employees for their
services in connection with the recovery or preservation of the
derivatives assets as well as mitigation of derivatives claims
against the Debtors.
The Debtors have about 230 full-time employees or 50% of their
total workforce that are solely engaged in the wind down of their
derivatives portfolio.
As of September 15, 2008, the Lehman companies have more than
10,000 derivative contracts, of which only 17% are considered to
be "final settled." The rest of the contracts have not yet been
reconciled or the valuation has not yet been completed.
Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says monetizing the value of the contracts and reviewing claims
will require "substantial efforts" of the employees until next
year.
The Incentive Program
To be eligible for the program, an individual must be employed
from January 1 to December 31, 2010. Employees hired after
January 1, 2010, but prior to July 1, 2010, may be eligible for a
pro rata share of the incentive plan in the discretion of what
the Debtors call "derivatives co-heads," composed of a Lehman
legacy employee and an employee from Alvarez and Marsal North
America LLC.
Every eligible employee will be attributed a share of 85% of the
incentive pool to be determined by the derivatives co-heads prior
to the implementation of the program. The remaining 15% will be
reserved for a discretionary incentive to be allocated by the
derivatives co-heads on December 31, 2010.
If an employee is terminated without cause prior to December 31,
2010, but after June 30, 2010, he will be entitled to the full
non-discretionary portion of his incentive and a pro rata share
of 100% of his bonus provided to him under the court-approved
retention and recruitment program.
Under the Incentive Program, contributions to the incentive pool
will be based on total recovery through cash collections,
preservation of value of live trades and counterparty settlement
offers. A minimum of $10 billion of total recovery value
beginning September 15, 2008, must be achieved to trigger
contributions.
Contributions to the incentive pool will also be based on
mitigation of claims.
The Court will convene a hearing on December 16, 2009, to
consider approval of the Incentive Program. Deadline for filing
objections is December 11, 2009.
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: Proposes Plan to Unfreeze $11B in UK Assets
------------------------------------------------------------
Lehman Brothers Holdings, Inc., submitted a "claim resolution
agreement" to hedge-fund creditors aimed to thaw about
$11 billion in assets.
Under the plan being proposed to about 600 of Lehman's U.K.
clients, the estate would attempt to return $11 billion in assets
sometime before April 2010 and close out their positions. The
Financial Time said about 50 clients make up the bulk of the
$11 billion but, for the plan to be approved, 90%, or all, of the
affected clients must support it.
If the plan is rejected, "it could take years to ultimately
return all client assets," Steven Pearson, joint administrator of
Lehman's bankruptcy estate in the U.K. and a partner at
PricewaterhouseCoopers LLP, told the Wall Street Journal.
The plan comes after a U.K. court rejected the estate's attempt
to use a special legal tool called a "scheme of arrangement" to
speed the return of client assets.
Under the new proposal, Lehman's U.K. estate will also have a
"formal framework" to return assets recovered by Lehman's U.S.
estate to U.K. clients. Lehman's estate in the U.S. is "extremely
supportive of this resolution agreement," the Journal quoted
Daniel Ehrmann, a managing director at turnaround firm Alvarez &
Marsal and head of international operations for Lehman's U.S.
estate, as saying. "As one of [the U.K. estate's] unsecured
creditors, we would like to see this claims process expedited."
Lehman's U.K. estate held about $35 billion in assets when Lehman
filed for bankruptcy. The U.K. estate, in a report dated
December 4, 2009, said it has gained control of $40 billion of
securities and cash, including approximately:
-- $13.7 billion of cash realizations, comprising of
$10.2 billion for the benefit of LBIE's unsecured creditors,
$900 million pre-administration cash receipts held under the
Financial Services Authority's Client Money Rules and
around $2.6 billion in potential post-administration
client-related receipts;
-- $11.3 billion in securities currently being held by LBIE,
comprising $8.9 billion of potential client securities and
up to $2.4 billion that are potentially held for the
benefit of LBIE's unsecured creditors;
-- $13.3 billion in cash and securities that belong to clients
and have already been returned to those clients; and
-- $1 billion of collateral held by third parties for LBIE's
clients, which has been released directly to those clients
at the instigation of the administrators.
The Administrators said they have filed claims on LBIE's behalf
against more than 20 of its affiliates totaling, as of
November 19, 2009, $217.3 billion, including:
-- claims filed against LBHI-controlled entities totaling some
$38.4 billion plus some $90 billion of claims relating to
guarantees; and
-- some $80 billion of gross claims have been filed against
other entities, including LBI, Lehman Brothers Finance SA,
and Lehman Brothers Japan.
A full-text copy of the December 4 Report is available for free
at http://bankrupt.com/misc/lehman_lbie041209.pdf
The Journal said clients will have until December 29, 2009, to
vote on the proposal. The estate said it hopes to set a deadline
with a U.K. court for further claims on the assets by the end of
February 2010, with a goal of returning assets before the end of
the first quarter, the report added.
The creditors' committee in the U.K. bankruptcy case includes
hedge-fund managers Ramius LLC, GLG Partners LP and Oceanwood
Capital Management LLP. Mr. Pearson told the Journal that the
U.K. estate has unanimous support from the committee.
The U.K. Court will convene a hearing on December 11, 2009, to
discuss on the relevant issues that have arisen in the
administration and as to applications currently pending or
planned by the Administrators.
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: Proposes Settlement With First Magnus
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek the
U.S. Bankruptcy Court of the Southern District of New York
approval of an agreement to settle its claim against First Magnus
Financial Corporation.
The claim seeks to recover $1,497,481, which First Magnus
allegedly did not turn over to LBHI and Aurora Bank FSB, after
receiving the money from the borrowers of residential mortgage
loans.
Aurora Bank bought the mortgage loans from First Magnus, which it
then sold to LBHI. Following LBHI's acquisition of the loans,
the borrowers mistakenly sent their payments for the loans to
First Magnus, which allegedly commingled the money with its own
general funds.
Aurora Loan Services, acting as servicer of the mortgage loans,
has already filed a proof of claim against First Magnus on behalf
of LBHI. The claim was contested by First Magnus' liquidating
trustee by filing a complaint before the U.S. Bankruptcy Court
for the District of Arizona, which oversees the Chapter 11 case
of the company. The Arizona bankruptcy court is yet to issue a
ruling on the matter.
Shai Waisman, Esq., at Weil Gotshal & Manges LLP, in New York,
says the settlement would be beneficial to the Debtors given the
uncertainty of winning the litigation and the possibility of
their claim being reduced to a general unsecured claim in case
the Debtors lost the case.
"LBHI has determined that it is in the best interest of its
estate to negotiate a settlement of such claim with First
Magnus," Mr. Waisman says in court papers.
Under the settlement agreement, First Magnus is required to pay
$666,900 to Aurora Loan Services. The companies also agreed to
release each other from all claims regarding any constructive
trust claims with respect to funds received by First Magnus prior
to its bankruptcy filing.
The effectiveness of the settlement agreement is subject to the
approval of the Arizona bankruptcy court and the New York
bankruptcy court. The complaint against Aurora Loan Services
will be dismissed upon approval of the agreement.
The New York bankruptcy court will hold a hearing on December 16,
2009, to consider approval of the settlement agreement. Deadline
for filing objections is December 11, 2009.
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: Wants Approval of Agreement With REPE Inc.
-----------------------------------------------------------
Lehman Commercial Paper Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York to approve an agreement with
Real Estate Private Equity Inc.
The agreement, if approved, would authorize the mutual release of
claims between LCPI and REPE related to about $268 million loans,
which LCPI provided to three subsidiaries of Lehman Brothers Real
Estate Mezzanine Partners II LP. The release will take effect if
LCPI sells, transfers or disposes of its stake in the loans.
A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LehmanAgreementREPE.pdf
Lehman Brothers REMP is being managed by REPE and another
affiliate of Lehman Brothers Holdings Inc. Its subsidiaries that
availed of the loans are Adams Mark Mezz Holdings LLC, Irvine
Mezz Holdings LLC and Archstone TIC Mezz Holdings LLC.
LCPI entered into the agreement in connection with another deal
it negotiated with PCCP LLC, also known as Pacific Coast Capital
Partners.
LCPI tapped the investment management firm to take over the
management of Lehman Brothers REMP and its subsidiaries, a move
which LCPI says would "enhance the return on its stake" in Lehman
Brothers REMP and the likelihood of its recovery under the loans.
Under the LCPI-PCCP deal, some Lehman affiliates that are not in
bankruptcy would be authorized to transfer their general
partnership interests to the investment management firm. Before
the deal could be completed, however, LCPI is required to enter
into the agreement with REPE to authorize the mutual release of
claims, and ink a debt resale agreement which grants some of REPE
entities a right of first offer with respect to senior loans
should LCPI decide to dispose of those loans.
A full-text copy of the Debt Resale Agreement is available for
free at http://bankrupt.com/misc/LehmanDebtResaleDeal.pdf
The Court will hold a hearing on December 10, 2009, to consider
approval of the agreements. Deadline for filing objections is
December 7, 2009.
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: Wants Approval of Settlement With American Life
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval of an agreement to settle a dispute between Lehman
Brothers Special Financing Inc. and American Family Life
Assurance Company of Columbus.
The dispute stemmed from the swap transactions entered into by
LBSF and Beryl Finance Ltd. in connection with the notes owned by
American Life, which Beryl Finance issued under a multi-issuer
secured obligation program.
LBSF and American Life disputed in particular over the priority
of payments that should be applied by BNY Corporate Trustee
Services Ltd. when liquidating the collateral for the notes as
well as the distribution of the proceeds.
BNY Corporate serves as the trustee under an October 10, 2002
deed, which it executed with Dante Finance PLC to establish the
multi-issuer secured obligation program.
American Life and BNY currently face a complaint brought against
them by LBHI and LBSF on June 3, 2009, before the U.S. Bankruptcy
Court for the Southern District of New York. The complaint
sought declaratory judgment that LBSF is entitled to receive
payment before the noteholders.
To settle their dispute, the companies, along with Beryl Finance,
executed an agreement under which LBSF will receive payment from
the proceeds of the collateral or by American Life directly.
In return, LBHI is required to file a stipulation dismissing the
complaint upon receipt of the payment and distribution of the
remaining collateral to American Life, BNY Corporate and Beryl
Finance. All proofs of claims filed by American Life against
LBHI and LBSF in the sum of $126 million will also be withdrawn.
The companies also agreed to release each other from all claims
under the settlement deal.
The Court will hold a hearing on December 16, 2009, to consider
approval of the proposed settlement. Deadline for filing
objections is December 11, 2009.
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)
LYONDELL CHEMICAL: Examiner Report Filed Under Seal
---------------------------------------------------
Jack F. Williams, the appointed Examiner in Lyondell Chemical's
Chapter 11 cases, filed with the Court his Examiner's Report on
December 1, 2009. The Examiner's Report is filed under seal
pursuant to an order authorizing appointment of an examiner under
Section 1104(c) of the Bankruptcy Court entered on October 28,
2009.
The Official Committee of Unsecured Creditors in Lyondell's cases
asked the Bankruptcy Court to order the appointment of an examiner
to investigate whether Len Blavatnik and the lenders from the
chemical maker's 2007 buyout are unfairly influencing its
bankruptcy.
The Creditors Committee asserted that Lyondell needs an
independent examiner because Mr. Blavatnik, chairman of Access
Industries Holding LLC, still controls the Company. The examiner,
according to the panel, should probe why the Company wouldn't
refinance its $8 billion bankruptcy loan, and how Mr. Blavatnik
and lenders who worked with him in 2005 will also fund a rights
offering that includes a "forced settlement" of the creditors'
lawsuit against them. The U.S. trustee supported the Creditors
Committee's call for an examiner.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Has Nod to Amend Euro Securitization Program
---------------------------------------------------------------
In June 2006, non-Debtors Basell Sales & Marketing Company BV,
as seller and servicer; Basell Polyolefins Collections Limited,
as master purchaser; Citicorp Trustee Company Limited, as
security trustee; and Citibank, N.A., as financing agent, entered
into a joint receivables securitization program known as the
European Securitization Program, which provides funding up to
EUR450 million to certain of Debtor LyondellBasell Industries AF
S.C.A.'s European non-Debtor subsidiaries. In June 2009, the
parties amended the European Securitization Program to add
Lyondell Chemie Nederland BV as a seller and servicer on
substantially the same terms as Basell Sales. As previously
reported, LBI received approval from the Court to assume parent
undertakings with respect to Basell Sales and enter into a
postpetition parent undertaking with respect to Lyondell
Chemical.
Pursuant to the European Securitization Program, receivables
generated by the non-Debtor subsidiaries in Europe are
transferred on a daily basis to a bankruptcy remote special
purpose entity, Basell Polyolefins, to support the funding
provided by various commercial lenders. The European
Securitization Program has been a significant liquidity source
for LyondellBasell's European businesses throughout the Debtors'
Chapter 11 cases. As of the end of August 2009, EUR171 million
was funded under the European Securitization Program.
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, discloses that the European Securitization Program is
scheduled to mature on December 15, 2009, simultaneous with the
original maturity date of the Debtors' DIP Financing. In October
2009, the maturity date of the DIP Financing was extended from
December 15, 2009, to February 3, 2010. Thus, LBI executed a
deed of amendment with the parties to the European Securitization
Program to make the maturity date of the European Securitization
Program coterminous with the DIP Financing. A full-text copy of
the Amendment Deed is available for free at:
http://bankrupt.com/misc/Lyondell_DeedofAmendment.pdf
Mr. Ellenberg points out that it is a condition precedent to the
effectiveness of the Amendment Deed that the Court authorize LBI
to execute the Amendment Deed and to perform its undertakings
under the European Securitization Program, which include
providing the lenders with updated financials on a quarterly and
yearly basis and its obligations under the Parent Undertakings.
He maintains that the European Securitization Program is
essential to LyondellBasell's continued operations in Europe.
The Debtors sought and obtained approval for LBI to:
(a) execute the Amendment Deed; and
(b) continue to perform under the European Securitization
Program, as amended.
Judge Gerber held that the order will not affect the validity or
priority of any claims against Debtor LyondellBasell Industries AF
S.C.A. arising under the European Securitization Program and
allowed pursuant to the order
granting the Debtors' Motion to Amend and Assumed Undertaking
Agreement entered on June 26, 2009.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Govt. Entities Object to Bayou Abandonment
-------------------------------------------------------------
Lyondell Chemical Co. and its units are seeking the Court's
authority to abandon certain property currently situated at Debtor
Equistar Chemicals, LP's olefins facility found in Chocolate Bayou
plant, in Alvin, Texas, nunc pro tunc to October 16, 2009.
David F. Williams, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Equistar has been engaged in recent months
in decontaminating, cleaning and idling the Facility and its
equipment pursuant to an order authorizing long-term idling of
the Facility entered on March 13, 2009, under applicable
environmental laws.
Solutia and Ascend object to the Abandonment Motion, contending
that the Abandonment Motion is not "a safe and orderly turnover
of the Facility to its landlord" as Equistar asserted. Instead,
Solutia and Ascend allege that Equistar is trying to walk away
from its obligations at the Facility,
The Debtors counter that Solutia, Inc. and Ascend Performance
Materials LLC have failed to demonstrate that an imminent and
identifiable harm exist to public health or safety at Debtor
Equistar Chemicals, LP's olefins facility found in Chocolate
Bayou plant, in Alvin, Texas.
Government Entities Respond
In separate filings, the TCEQ and the United States of America,
on behalf of the United States Environmental Protection Agency,
filed responses to the Abandonment Motion.
A. TCEQ
On behalf of TCEQ, Hal F. Morris, Esq., assistant attorney
general, at Austin, Texas, relates that pursuant to the Notice of
Enforcement dated November 2, 2009, the TCEQ alleged that
Equistar has violated several state and federal laws, and asked
for Equistar to comply with the general closure standards found
in Section 335.8 of the Texas Administrative Code and Parts
265.111 and 265.114 of Title 40 of the Code of Federal
Regulations. More importantly, he points out that the harm that
would arise if the vast quantities of solid and hazardous wastes
presently at the Chocolate Bayou Facility were to be abandoned is
clearly identifiable. For one, some of the waste or residue
currently onsite at the Chocolate Bayou Facility is potentially
reactive or flammable, he notes. There is not a secondary
containment for the hazardous waste tanks and ancillary equipment
to prevent releases into the environment, he adds. The TCEQ thus
disagrees with the Debtors' assertions that the threats posed by
this waste are not imminent and that a tenant should be allowed
to abandon waste simply because there may be a land owner left
behind.
Moreover, Mr. Morris argues that the statutes and regulations
cited by the TCEQ in the Notice of Enforcement are unquestionably
laws designed to protect the public by requiring the proper
storage or disposal of hazardous and other waste to prevent
explosions, fires or releases. Thus, the TCEQ believes that the
Abandonment Motion is in contravention of the United States
Supreme Court's decision in In re Midlantic Nat'l Bank v. New
Jersey Dep't of Env'tl Protection, 474 U.S. at 507 whereby
abandonment could not occur in contravention of a state statute
or regulation that is reasonably designed to protect the public
from identified hazards. Thus, the TCEQ asks the Court to deny
the Abandonment Motion.
B. EPA
On behalf of the EPA, Preet Bharara, Esq., attorney of the
Southern District of New York, in New York, asserts that Equistar
cannot, currently or subsequent to the Court's ruling on the
Abandonment Motion, escape its obligations to comply with any
environmental laws and their applicable regulations relevant to
the operation or shutdown of the Chocolate Bayou Facility,
including RCRA and the Comprehensive Environmental Response,
Compensation and Liability Act. Pursuant to its regulatory
powers under these statutes, the EPA is entitled to address any
and all violations of law and threats to human health and the
environment against all potentially responsible parties at the
Chocolate Bayou Complex located in Brazoria County, Texas,
including Equistar, Mr. Bharara insists.
Similarly, abandonment of Equistar's personal property, including
equipment used in the Chocolate Bayou Facility, would not enable
Equistar to avoid complying with its continuing obligations under
a Consent Decree entered by the United States District Court for
the Northern District of Illinois on January 28, 2008 in United
States v. Equistar Chemicals LP, No. 07 Civ. 4045 (N.D. Ill.
2008, Mr. Bharara argues. The Consent Decree expressly provides
that no transfer of ownership of the Chocolate Bayou Facility
will relieve Equistar of its obligations under the Consent
Decree, he says. Only an enforceable written agreement with the
entity to whom ownership has been transferred may release
Equistar from any obligation imposed under the Consent Decree, he
maintains.
Thus, the EPA asks the Court to take into consideration the
issues presented by the EPA when ruling on the Abandonment
Motion.
In connection with an evidentiary hearing on the Abandonment
Motion scheduled for December 10, 2009, Solutia and Ascend
presented to the Court examination reports of:
* Dr. M. Sam Mannan, PE, CSP, director at Mary Kay O'Connor
Process Safety Center Texas A&M University System
* Dr. John F. Wojciak, PhD, PE, principal at ENVIRON
International Corporation, and
* Paul Zawila, lead at Environmental, Safety and Health at
Ascend.
The Examination Reports declared, among others:
-- the Chocolate Bayou Facility poses non-speculative imminent
threats, namely the risk of chemical releases, risk of fire,
and risk of nitrogen asphyxiation to the public;
-- Equistar has not taken appropriate actions to manage or
eliminate these imminent threats;
-- Equistar's proposed abandonment of the Chocolate Bayou
Facility will leave it vulnerable to trespass by persons
hoping to salvage remaining equipment and materials for
their scrap value and other persons who may be interested in
collecting hazardous materials for criminal purposes;
-- If Equistar is permitted to abandon the Chocolate Bayou
Facility in its current state, this will exacerbate
Equistar's current violations of environmental laws and
regulations and the current imminent threats to public
health and safety at the Chocolate Bayou Facility.
In related requests, Solutia and Ascend seek the Court's
authority to file partially under seal the Examination Reports,
citing that the Examination Reports contained confidential
filings, including reference to certain documents designated as
Confidential Discovery Materials pursuant to the Stipulated
Protective Order.
The Court authorized Solutia and Ascend to file under seal a copy
of their objection to the Abandonment Motion along with
accompanying exhibits.
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
LYONDELL CHEMICAL: Seeks Further DIP Maturity Extension
-------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates notified the
U.S. Bankruptcy Court for the Southern District of New York on
December 2, 2009, of their intention to enter into:
(i) an Amendment No.7 to the DIP ABL Credit Facility among the
Debtors, Citibank, N.A., as administrative agent and
collateral agent, UBS Securities LLC, as syndication
agent, Citibank, as fronting bank, and certain lenders;
and
(ii) an Amendment No. 8 to the DIP Term Loan Credit Agreement
among the Debtors, UBS AG, Stamford Branch, as
administrative agent and collateral agent, and NM Lenders
and Roll Up Lender parties.
Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that the ABL Seventh Amendment and the Term
Loan Eighth Amendment contain an Extension Option Election, which
will mean the one-time election by the Debtors to extend the
maturity date for an additional two-month period as contemplated
by the definition of maturity date and to modify certain other
provisions in connection with that extension, which election will
be effective upon the satisfaction of these conditions not later
than March 23, 2010:
(a) the Debtors will have provided notice to the
administrative agents that they are exercising the
Extension Option Election;
(b) the payment of the Extension Option Election Fee in
immediately available funds to the Administrative Agents;
and
(c) no default or event of default will have occurred and be
continuing that has not been waived by the requisite
Lenders, which requisite Lender determination will be made
without regard to the Maturity Date extension.
Pursuant to the ABL Seventh Amendment, the maturity date of the
DIP ABL Credit Facility will be extended to April 6, 2010;
provided that, upon the Extension Option Election Effective Date,
the April 6, 2010 date will be automatically extended to June 3,
2010.
With respect to the Term Loan Eighth Amendment, the Maturity Date
of the DIP Term Loan Credit Agreement is extended to:
(a) April 6, 2010 or at a later date in accordance with the
with the DIP Term Loan Credit Agreement;
(b) Consummation Date;
(c) the date of the acceleration of the loans and the
termination of the commitments under the ABL Credit
Facility; and
(d) the date of the acceleration of the Loans and termination
of NM Commitments; provided that, upon the Extension
Option Election Effective Date, the April 6, 2010, will be
automatically extended to June 3, 2010.
Moreover, the ABL Seventh Amendment and Term Loan Eighth
Amendment delete the definition of Consolidated EBITDAR and
insert this paragraph in lieu of the definition:
Controllable Restructuring Costs in an aggregate amount not to
exceed $355,000,000 during the term of the DIP ABL Credit
Facility and DIP Term Loan Credit Agreement or greater amount
as may be agreed by the Required Lenders; provided that,
upon the Extension Option Election Effective Date, that amount
will be automatically increased to $400,000,000.
The ABL Seventh Amendment and Term Loan Eighth Amendment add
these delivery date and 13-week period entries to the 13-week
projection updates:
Delivery Date 13-Week Period
------------- --------------
12/7/2009 12/5/2009 ? 3/5/2010
1/15/2010 1/9/2010 ? 4/9/2010
2/1/2010 1/30/2010 ? 4/30/2010
3/1/2010 2/27/2010 ? 5/28/2010
3/29/2010 3/27/2010 ? 6/25/2010
5/3/2010 5/1/2010 ? 7/30/2010
6/1/2010 5/29/2010 ? 7/27/2010
The ABL Seventh Amendment and Term Loan Eighth Amendment contain
these new milestones in the DIP ABL Credit Agreement and DIP Term
Loan Credit Agreement:
(a) April 6, 2010, obtain approval by the Bankruptcy Court of
a disclosure statement related to a Reorganization Plan;
provided that, if the Debtors have commenced a hearing
by that date and due to the Bankruptcy Court's
availability, the hearing has not concluded by April 14,
2010, then the deadline will be deemed extended through
April 21, 2010; and
(b) by May 20, 2010, obtain confirmation by the Bankruptcy
Court of the Reorganization Plan; provided that if the
Debtors have commenced a hearing by that date and due to
the Bankruptcy Court's availability, the hearing has not
concluded by May 20, 2010, then that deadline will be
deemed extended by up to 21 days.
The ABL Seventh Amendment and Term Loan Eighth Amendment will
have these test periods and corresponding minimum cumulative
Consolidated EBITDAR:
Minimum Cumulative
Test Period Consolidated EBITDAR
----------- --------------------
1/1/2009 - 2/28/2010 $1,700,000,000
1/1/2009 - 3/31/2010 $1,800,000,000
1/1/2009 - 4/30/2010 $1,900,000,000
1/1/2009 - 5/31/2010 $2,000,000,000
1/1/2009 - 6/30/2010 $2,100,000,000
Moreover, the ABL Seventh Amendment and Term Loan Eighth
Amendment contemplate that the capital expenditure test period
from January 1, 2010, to June 30, 2010, will have a cumulative
capital expenditure amount of $560,000,000.
The ABL Seventh Amendment and Term Loan Eighth Amendment were
posted for approval by the DIP Lenders on November 30, 2009, and
votes in favor of or against the Amendments are due by December
10, 2009. Objections are due December 9, 2009.
Full-text copies of the DIP Amendments are available for free at:
* http://bankrupt.com/misc/Lyondell_ABL7thAmendment.pdf
* http://bankrupt.com/misc/Lyondell_TermLoan8thAmendment.pdf
About Lyondell Chemical
LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies. It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels. Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.
Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company. LyondellBasell became saddled with
debt as part of the US$12.7 billion merger. On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts. The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11. In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.
The Hon. Robert E. Gerber presides over the case. Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel. Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors. AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities. Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.
Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations. The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.
Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors. On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code. All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes. The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.
Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Lyondell Chemical Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
MARGARET J WESTON MEDICAL: Files for Bankruptcy Due to Suit
-----------------------------------------------------------
Stephanie Toone at the Augusta Chronicle relates that Margaret J.
Weston Medical Center filed for Chapter 11 bankruptcy to avert
payment of $500,000 civil lawsuit over the termination of founder
and former medical director Paul D. Wetson. According to person
with knowledge of the matter, Mr. Wetson rejected an offer for the
center to pay the judgment in monthly increments over a three-year
period. The clinic owes more than $800,000 to the estate.
Mr. Wetson sued the clinic for breached of contract in 2004.
Ms. Toone says a receiver will be appointed to assist the board to
liquidate the clinic's assets.
Margaret J. Weston Medical operates a clinic in Clearwater and two
others in Aiken and Jackson, in Georgia.
MARSHALL GROUP: Ch. 11 Trustee Has Until December 16 to File Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon extended
until December 16, 2009, the deadline for Conrad Myers, the
Chapter 11 trustee, to file a plan of reorganization and
disclosure statement for The Marshall Group, LLC.
The Trustee related that he was in discussions with counsel for
Mark Marshall, the Unsecured Creditors Committee and Keeton-King
Construction, Inc. in order to negotiate the treatment of the
creditors under the Plan.
The Marshall Group LLC owns and operates two medical clinics - one
clinic in Redmond, Oregon, and a second clinic in McMinnville,
Oregon. The Debtor owns several parcels of real property in
McMinnville, Oregon. There is a new three-story office building,
former hotel, restaurant, and 2 empty houses on the McMinnville
Complex. The Debtor has completed construction of the first floor
of its office building. It has leased space on the first floor.
Construction on the second and third floors is not completed.
The company filed for Chapter 11 protection on Sept. 4, 2008
(Bankr. D. Ore. Case No. 08-34585). Gary U. Scharff, Esq., at
Gary Underwood Scharff Law Office, in Portland, Oregon, represents
the Debtor as counsel. In its schedules, the Debtor listed total
assets of $12,559,346, and total debts of $12,913,569.
MICHAELS STORES: Posts $15 Million Net Income for Oct. 31 Quarter
-----------------------------------------------------------------
Michaels Stores, Inc., reported net income for the quarter ended
October 31, 2009, of $15 million compared to a $20 million loss
for the quarter ended November 1, 2008. For the first nine months
of fiscal 2009, the Company reported net income of $21 million
compared to a $70 million net loss for the same period of fiscal
2008.
Net sales for the quarter ended October 31, 2009, were
$929 million, a 2.5% increase over last year's net sales of
$906 million. Same-store sales for the quarter increased 1.3% due
to a 4.7% increase in transactions, a 3.5% decrease in average
ticket and a positive 0.1% impact from deferred custom framing
revenue. Canadian currency translation positively affected same-
store sales for the second quarter by approximately 20 basis
points.
Year-to-date net sales increased 1.5% to $2.588 billion from
$2.549 billion for the same period last year. Same-store sales
decreased 0.5% over the same period a year ago on a 5.1% decrease
in average ticket, a 4.7% increase in transactions and a negative
0.1% impact from deferred custom framing revenue. Canadian
currency translation adversely affected same-store sales for the
first nine months of fiscal 2009 by approximately 80 basis points.
Adjusted EBITDA for the third quarter of fiscal 2009 increased
5.4% or approximately $6 million to $118 million, from
$112 million for the same period last year. Year-to-date Adjusted
EBITDA was $307 million, or 11.9% of sales, versus $282 million,
or 11.1% of sales, in the first nine months of fiscal 2008.
As of October 31, 2009, the Company had $1.760 billion in total
assets against $4.619 billion in total liabilities, resulting in
$2.859 billion in stockholders' deficit.
As of October 31, 2009, the Company's cash balance was
$49 million. Third quarter debt levels declined $272 million to
$3.911 billion compared to $4.183 billion as of the end of the
third quarter of fiscal 2008. Availability under the revolving
credit facility was $799 million. During the quarter, the Company
also made a $5.9 million amortization payment on its Senior
Secured Term Loan.
Average inventory per Michaels store at the end of the third
quarter of fiscal 2009, inclusive of distribution centers, was
down 5.0% to $971,000 compared to $1.022 million at the end of the
third quarter of fiscal 2008. The Company expects average
inventory levels to be down to last year as of the end of fiscal
2009.
Capital spending for the nine months ended October 31, 2009,
totaled $26 million, with $18 million attributable to real estate
activities, such as new, relocated, existing and remodeled stores,
and $8 million for strategic initiatives and maintenance
activities.
Year-to-date, the Company opened 18 new stores and relocated five
Michaels stores and closed nine Aaron Brothers stores.
A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4b71
A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4b72
Irving, Texas-based Michaels Stores, Inc., is North America's
largest specialty retailer of arts, crafts, framing, floral, wall
d‚cor and seasonal merchandise for the hobbyist and do-it-yourself
home decorator. As of November 30, 2009, the Company owns and
operates 1,027 Michaels stores in 49 states and Canada, and 152
Aaron Brothers stores.
MOONLIGHT BASIN: Court Approves $24 Million DIP Loan from Lehman
----------------------------------------------------------------
Judge Ralph Kirscher of the U.S. Bankruptcy Court for the District
of Montana approved a $24 million loan to Moonlight Basin Ranch
L.P. from Lehman Commercial Paper, Inc. the secured lender owed
$94.2 million. The loan will mature in 18 months.
According to a report by Bloomberg News, originally, the Company
intended to have $21 million in financing from Trilogy Capital
that would have come ahead of Lehman. The Lehman financing has
more favorable terms, the bankruptcy judge said in his order
approving the financing.
The Court also authorized Moonlight Basin and its affiliates to
use cash collateral securing their obligations under a prepetition
credit agreement with Lehman. Lehman is granted adequate
protection to the extent of any diminution in the value of its
interest in the collateral.
Daniel Person at Bozeman Daily Chronicle says the money that will
allow the resort to operate for the next year and a half. Mr.
Person relates lawyers for both parties urged the Court to decide
quickly on whether to allow the loan, saying cash was needed to
ensure the ski hill would be able to hit opening day later this
week.
In a separate report, Mr. Person says Moonlight is scheduled to
open to season-pass holders on Friday and the general public on
Saturday. Mr. Person relates that two weeks ago, managers at the
mountain announced that the sale of a high-priced condo at the
resort ensured it would open as scheduled. However, during an
evening bankruptcy hearing Monday, James Patton, Esq., lawyer for
Moonlight, said the condo deal was "shaky," adding some urgency to
the approval of the loan.
Mr. Person says lawyers for both Lehman and Moonlight urged Judge
Kirschner to approve the loan, saying that the approaching ski
season demanded the resort have cash.
Mr. Person says Mr. Kirscher delayed his decision until early
Tuesday, allowing for some last-minute edits to be made.
The DIP Order held that the Lehman financing is more favorable to
the Debtor than an alternative DIP financing offered by Trilogy
Capital and supported by the Debtors because, among other things,
financing under the Trilogy DIP loan will not be available to the
Debtors promptly, interest accrues under the Trilogy DIP loan at a
significantly higher rate than the Lehman loan, and the Trilogy
loan is contingent upon Trilogy's completion of due diligence to
its satisfaction and consists of significant fees, including an
origination and exit fee.
Pursuant to the DIP Order, the Debtors will use proceeds of the
sale of a property -- Unit C-6, in Condo Building 6, of Luxury
Suites located in Condo Lot D, of Cowboy Heaven, Phase 3-C, PUD,
Area 3, Final Plat, in Madison County, Montana -- to pay down
their obligations under the DIP facility.
Lehman requires the Debtors to appoint William Henrich at Getzler
Henrich & Associates LLC, as chief restructuring officer, who will
be a member of the Debtors' senior management.
About Moonlight Basin
Ennis, Montana-based Moonlight Basin Ranch LP is a golf and ski
resort in Montana. The Company field for Chapter 11 bankruptcy
protection on November 18, 2009 (Bankr. D. Mont. Case No. 09-
62327). Craig D. Martinson, Esq., and James A. Patten, Esq., who
have offices in Billings, Montana, assist the Debtor in its
restructuring effort. The Company listed $100,000,001 to
$500,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.
Debtor-affiliate Moonlight Lodge, LLC, also filed a separate
Chapter 11 bankruptcy protection on November 18, 2009 (Bankr. D.
Mont. Case No. 09-62329). The company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.
MUZAK HOLDINGS: Pursues Longer Exclusivity as Precaution
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Muzak Holdings LLC,
as precaution, is seeking a March 8 extension of its exclusive
period to propose a Chapter 11 plan. The requested extension is
scheduled for hearing January 12.
On November 2, the Bankruptcy Court entered an order approving the
disclosure statement to the proposed Chapter 11 plan. The Plan
will be presented to Bankruptcy Judge Kevin Carey for confirmation
on January 12, 2010. Voting creditors are expected to return
their ballots by January 5.
The Plan calls for the holders owed $120 million on subordinated
notes to receive all of the new common stock. General unsecured
creditors are to be paid fully in cash.
Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging. Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more. The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422). Moelis & Company is serving as
financial advisor to the Company. Kirkland & Ellis LLP is the
Debtors' counsel. Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel. Epiq Bankruptcy Solutions LLC
serves as claims and notice agent. Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.
NATIONAL HOME CENTERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: National Home Centers, Inc.
dba One Source Home & Building Center
dba Cleburne County Building CEnter
1106 North Old Missouri Road
Springdale, AR 72764
Case No.: 09-76195
Type of Business: The Debtor operates storage units.
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Western District of Arkansas (Fayetteville)
Judge: Ben T. Barry
Debtor's Counsel: Charles T. Coleman, Esq.
Wright, Lindsey & Jennings LLP
200 W. Capitol Ave., Ste. 2200
Little Rock, AR 72201-3627
Tel: (501) 371-0808
Fax: (501) 376-9442
Email: ccoleman@wlj.com
Judy Simmons Henry, Esq.
Wright, Lindsey & Jennings
200 W. Capitol Ave., Ste. 2300
Little Rock, AR 72201-3699
Tel: (501) 212-1391
Fax: (501) 376-9442
Email: jhenry@wlj.com
Kimberly Wood Tucker, Esq.
Wright, Lindsey & Jennings
200 W. Capitol Ave., Ste. 2200
Little Rock, AR 72201-3699
Tel: (501) 371-0808
Fax: (501) 376-9442
Email: ktucker@wlj.com
Estimated Assets: $10,000,001 to $50,000,000
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.
NATIONAL STATES INSURANCE: A.M. Best Downgrades FSR to 'C-'
-----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C- (Weak) from C++ (Marginal) and issuer credit rating (ICR) to
"cc" from "b" of National States Insurance Company (National
States) (St. Louis, MO). The outlook for both ratings is
negative. Subsequently, A.M. Best has withdrawn the ratings and
assigned an NR-4 to the FSR and an "nr" to the ICR in response to
company management's request to be removed from A.M. Best's
interactive rating process.
The downgrades reflect National States' sizeable net operating
loss incurred through third quarter 2009 and marginal risk-based
capital position. The net loss resulted primarily from continuing
unfavorable underwriting experience in the company's Florida home
health care business.
National States, a small individual accident and health/life
insurance carrier, primarily markets Medicare supplement products
and manages a block of long-term care business. A.M. Best
believes the company will be challenged to return to profitability
in the short term, given the operating challenges of the long-term
care business and the increasingly competitive Medicare supplement
market.
NEW BERN: Taps Williams Overman as Litigation Consultant
--------------------------------------------------------
New Bern Riverfront Development, LLC, has sought authorization
from the U.S. Bankruptcy Court for the Eastern District of North
Carolina to employ Williams Overman Pierce, LLP, as litigation
consultant.
The Debtor says that the hiring of WOP is material to the
reorganization of the Debtor's financial affairs and involves the
resolution of claims by and between the Debtor, its general
contractor -- Weaver Cooke Construction, LLC -- and Travelers
Casualty & Surety Co. of America, which provided payment and
performance bonds to the Debtor. WOP was retained to audit the
records and accounts of the general contractor in connection with
the amounts in dispute.
WOP agreed to represent the Debtor for compensation in accordance
with the existing engagement agreement, a copy of which is
available for free at:
http://bankrupt.com/misc/NEWBERN_engagement_agreement.pdf
A.E. Strange, Jr. a partner at WOP, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business. The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340). John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort. The Company has
assets of $31,515,040, and total debts of $25,676,781.
NEW BERN: Wants to Employ Ward and Smith as Special Counsel
-----------------------------------------------------------
New Bern Riverfront Development, LLC, has sought permission from
the U.S. Bankruptcy Court for the Eastern District of North
Carolina to hire Donalt J. Eglinton and Jason T. Strickland and
the firm of Ward and Smith, P.A., as special counsel.
Ward and Smith will, among other things, represent the Debtor on
certain litigation matters involving the property of the Debtor
with which they have been directly involved. Ward and Smith will
represent the Debtor in pending arbitration proceedings involving
disputes arising with respect to certain contracts to purchase
condominium units.
Mr. Eglinton, an attorney at Ward and Smith, says that will be
paid based on the hourly rates of its professionals:
Donalt J. Eglinton $350
Jason T. Strickland $175
Mr. Eglinton assures the Court that Ward and Smith is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business. The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340). John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort. The Company has
assets of $31,515,040, and total debts of $25,676,781.
NEWPARK RESOURCES: S&P Affirms 'B-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Newpark Resources Inc. S&P revised the
outlook at stable from negative.
"We have revised the outlook on Newpark Resources to stable from
negative as a result of improved operating levels and better
financial measures for the third quarter of 2009 compared to the
first half of 2009," said Standard & Poor's credit analyst Amy
Eddy.
Though both are much lower than 2008 levels, in the third quarter
Newpark's EBITDA was approximately $8 million versus negative
EBITDA of about $4 million in the second quarter of 2009. S&P
expects that Newpark will be able to maintain these measures over
the next few quarters, which will also allow the company to remain
in compliance with its financial covenants. S&P believes that
Newpark's end markets have, to some degree, stabilized.
The rating on oilfield service provider Newpark Resources reflects
the company's participation in the highly cyclical oilfield
service industry, where demand is primarily driven by commodity
prices and capital spending levels of exploration and production
(E&P) companies. Commodity prices have declined dramatically over
the last 18 months and while oil has rebounded somewhat, natural
gas prices remain low. Although S&P's expectation is that natural
gas prices will remain weak in the near-term and natural gas
drilling activity typically drives Newpark's revenue growth, it
appears that demand has started a very slow rebound as seen by an
8% increase in sequential revenue growth in the third quarter due
to the slight uptick of the U.S. onshore rig count.
Houston-based Newpark had $178 million of total adjusted debt as
of Sept. 30, 2009, including about $42 million of analytical
adjustments primarily relating to operating leases.
NORTEL NETWORKS: Completes Packet Core Assets Sale to Hitachi
-------------------------------------------------------------
Nortel Networks Corporation and its principal operating
subsidiary, Nortel Networks Limited, its U.S. subsidiary, Nortel
Networks Inc., and its Canadian subsidiary, Nortel Networks
Technology Corporation, have completed the sale of the assets of
its Carrier Networks business associated with the development of
Next Generation Packet Core network components (Next Generation
Packet Core Assets) to Hitachi Ltd. for a purchase price of
US$10 million. The sale was subject to court approvals in the
U.S. and Canada as well as regulatory and other customary closing
conditions. These conditions have now been satisfied and the sale
was concluded effective today.
Under the agreement, the assets include the Next Generation
Serving GPRS Support Node on Advance TeleComputing Architecture
(ATCA), the Next Generation Gateway GPRS Support Node on ATCA, the
Mobility Manager Element on ATCA, the AGW Serving Gateway on ATCA,
the AGW Packet Data Gateway on ATCA, and the Network Element
Manager associated with each. These products support the transfer
of data over existing wireless networks and the next generation of
wireless communications technology. The assets include relevant
non-patent intellectual property, equipment and other related
tangible assets, as well as a non-exclusive license of certain
relevant patents and other intellectual property.
As previously announced, Nortel does not expect that the Company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.
Nortel had previously announced on August 10, 2009 that it was in
the process of identifying a principal officer for Nortel Networks
Inc. and the other Nortel companies in U.S. Chapter 11 proceedings
(U.S. Debtors). Nortel Networks Inc. has entered into an
agreement with John Ray who will fill the role of Principal
Officer of the U.S. Debtors. In such capacity, John Ray will work
with Nortel management, the Canadian Monitor, the Joint
Administrators in the U.K. administration proceedings and various
retained advisors, in monitoring and providing oversight of the
conduct of the businesses of the U.S. Debtors in relation to
various matters in connection with the Chapter 11 proceedings.
Ray brings extensive experience in financial restructurings and
wind downs under Chapter 11 to the role. The appointment of the
Principal Officer is subject to U.S. bankruptcy court approval.
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)
NORTH SHORE: Theatre By the Sea Wants to Buy Building
-----------------------------------------------------
The Salem News reports that Theatre By the Sea owner William
Hanney is in talks to buy the North Shore Music Theatre building.
North Shore Music has been out of business since June 2009, after
failing to raise the necessary funds and pay off their debts.
In October 2009, Citizens Bank won North Shore Music in a
foreclosure auction with a $3.6 million offer. Citizens Bank then
reached an agreement with Mr. Hanney to sell the property.
North Shore Music Theatre -- http://www.nsmt.org/index.php-- is
based in Beverly, Massachusetts. The Company, which began in 1955
as a regular stop on the summer-stock circuit and evolved into the
largest nonprofit producing company in New England. The Boston
Globe reported in June 2009 that the Company had $10 million in
debt and that its heavily-mortgaged, 22-acre site had been
appraised for $5 million.
NPC INTERNATIONAL: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of NPC
International, Inc., including its Corporate Family Rating at B2.
In addition, Moody's changed NPC's outlook to negative from stable
"The change in outlook to negative from stable reflects Moody's
view that NPC's debt protection measures will weaken over the next
several quarters as sales and earnings are negatively impacted by
persistently weak consumer spending," stated Bill Fahy, Senior
Analyst at Moody's. "It also reflects the significant promotional
activity across the pizza segment, which Moody's feel will
continue and which could continue to have a negative impact on
average check and margins" added Fahy. "If these trends continue,
it could result in deterioration of debt protection metrics to a
level inappropriate for a B2 Corporate Family Rating."
The B2 CFR reflects NPC's relatively high leverage and modest
coverage, as well as its limited product offering, concentrated
day part, and limited geographic diversification. The ratings are
supported by the benefits NPC derives from its meaningful scale
within the Pizza Hut franchise system, somewhat flexible cost
structure, economically attractive non-metro area presence, and
adequate liquidity.
Ratings affirmed are:
-- Corporate Family Rating at B2
-- Probability of Default rating at B2
-- $75 million senior secured revolving credit facility rated
Ba3 (LGD 2, 28%)
-- $300 million senior secured term loan B rated Ba3 (LGD 2,
28%)
-- $175 million senior subordinated note due May 1, 2014, rated
Caa1 (LGD 5, 82%)
-- Speculative Grade Liquidity rating of SGL-3
-- Outlook is negative
The last rating action on NPC International occurred on August 17,
2009, when Moody's commented that the company's ratings and
outlook were not affected by the company's announcement of weaker-
than-expected same store sales.
NPC International, Inc., headquartered in Overland Park, Kansas,
is the largest Pizza Hut franchisee, operating about 1,151 Pizza
Hut units in twenty-eight states with a significant presence in
the Midwest, South and Southeastern United States. Annual
revenues are approximately $900 million.
NTK HOLDINGS: Files Notice of Suspension of Securities Reporting
----------------------------------------------------------------
In a Form 15 filing with the United States Securities and
Exchange Commission, Nortek, Inc., issued a notice of suspension
to file reports under Sections 13 and 15(d) of the Securities
Exchange Act of 1934.
The Suspension Notice relates to the Company's 10% Senior Secured
Notes due 2013, 8-1/2% Senior Subordinated Notes due 2014, and 9-
7/8% Series A and Series B Senior Subordinated Notes due 2011 in
which there are only 55 entities holding those Notes.
Pursuant to Rule 12h-3(b)(1)(i) of the Securities Exchange Act of
1934, classes of securities eligible for the suspension provided
in Rule 12h-3(a) are those held by less than 500 persons, where
the total assets of the issuer have not exceeded $10 million on
the last day of each of the issuer's three most recent fiscal
years.
About NTK Holdings
NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.
As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11. When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.
NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy
Solutions is claims and notice agent. An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.
NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.
Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
NTK HOLDINGS: God's Grace Wants $1 Million Escrow for Warranty
--------------------------------------------------------------
In a letter to the Court dated November 9, 2009, God's Grace A/C
& Heating, LLC, ask the Court to allow an escrow account of
$400,000, or a surety bond of $1,000,000, be issued to cover the
10 year parts warranty guaranteed by Nordyne or Nordyne
International, Inc.
God's Grace says the request is for the people who bought units
in the North Florida area only. Other considerations should be
made for other areas where these units were sold.
God's Grace avers that the customers who purchased these units
are not responsible for the operation of the Companies or the
economy. They were promised a warranty and are entitled to
receive said warranty, God's Grace relates.
About NTK Holdings
NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.
As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11. When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.
NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy
Solutions is claims and notice agent. An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.
NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.
Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
NTK HOLDINGS: No Q3 Results on Form 10-Q for Now
------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Nortek, Inc., disclosed that it is unable to timely
file its quarterly report on Form 10-Q for the third fiscal
quarter ended October 31, 2009.
Edward J. Cooney, vice president and treasurer of Nortek, Inc.,
disclose that the Company is in the process of preparing and
reviewing the financial and other information for the report on
Form 10-Q for the quarter ended October 31, 2009. The Form 10-Q
could not be completed on or before the November 17, 2009
prescribed due date without unreasonable effort or expense. The
Company anticipates filing the Form 10-Q on or before
November 23, 2009, although there can be no assurance in this
regard, Mr. Cooney says.
According to Mr. Cooney, during the third quarter and nine months
ended October 3, 2009, net sales decreased by approximately 23%
and 22% compared to the third quarter and nine months ended
September 27, 2008, respectively, as a result of the
deterioration of the housing market and other economic factors.
Partially offsetting the net sales decreases between these
periods are certain variable and discretionary cost reductions
between periods.
Mr. Cooney also disclosed that the Company recorded estimated
non-cash goodwill impairment charges during the second quarter of
2009 and the third quarter of 2008 of $250 million and
$600 million, respectively. The $250 million estimated non-cash
goodwill impairment charge in the second quarter of 2009 related
entirely to the Home Technology Products reporting unit. Of the
$600 million estimated non-cash goodwill impairment charge in the
third quarter of 2008, approximately $340 was related to the
Residential Ventilation Products reporting unit, approximately
$60 million was related to the Home Technology Products reporting
unit and approximately $200 million was related to the
Residential HVAC reporting unit.
About NTK Holdings
NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.
As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11. When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.
NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy
Solutions is claims and notice agent. An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.
NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.
Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
NTK HOLDINGS: Notice of Suspension of 10.75% Senior Notes
---------------------------------------------------------
In a Form 15 filing with the United States Securities and
Exchange Commission, NTK Holdings, Inc., issued a notice of
suspension to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
The Suspension Notice relates to the Company's 10 3/4 % Senior
Discount Notes due 2014 in which there are only 22 entities
holding those Notes.
Pursuant to Rule 12h-3(b)(1)(i) of the Securities Exchange Act of
1934, classes of securities eligible for the suspension provided
in Rule 12h-3(a) are those held by less than 500 persons, where
the total assets of the issuer have not exceeded $10 million on
the last day of each of the issuer's three most recent fiscal
years.
About NTK Holdings
NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.
As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11. When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.
NTK Holdings Inc., together with affiliates, including Nortek
International, Inc., and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy
Solutions is claims and notice agent. An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.
NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.
Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
NTK HOLDINGS: Paul Weiss, Young Conaway Represent Noteholders
-------------------------------------------------------------
Pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy
Procedure, Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, and Pauline K. Morgan, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
disclose that their firms represent these members of the Ad Hoc
Committee in the Debtors' Cases:
(a) Ares Management
2000 Avenue of the Stars
Los Angeles, CA 90067
(b) Fidelity Investments
82 Devonshire Street
Boston, MA 02109
(c) Goldman Sachs Asset Management
32 Old Slip, 24th fl.
New York, NY 10005
(d) Capital Research and Management Co.
630 Fifth Avenue
New York, NY 10111
(e) Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403
(f) Western Asset Management Company
385 E. Colorado Boulevard
Pasadena, CA 91101
The nature of the claims held by members of the Ad Hoc
Committee against the Debtors includes, but is not limited to,
secured and unsecured note claims. The aggregate amount of Note
Claims held by members of the Ad Hoc Committee total
approximately $949,752,000, or approximately 53.42% of the total
outstanding principal amount of the Notes as of the Petition
Date.
The notes include those issued under the (i) Indenture for
$750,000,000 of 10% Senior Secured Notes due 2013, dated May 20,
2008; (ii) Indenture for $625,000,000 of 8.5% Senior Subordinated
Notes due 2014, dated August 27, 2004; and (iii) Indenture for
$403,000,000 of 10.75% Senior Discount Notes due 2014, dated
February 15, 2005.
About NTK Holdings
NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.
As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11. When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.
NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611). The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel. Epiq Bankruptcy
Solutions is claims and notice agent. An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.
NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.
Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
PENN TRAFFIC: To Conduct Closing Store Sales at 74 of 79 Stores
---------------------------------------------------------------
Bill Rochelle at Bloomberg News reports Penn Traffic Co. is
liquidating 74 of 79 stores in going-out-of-business sales to
commence by January and conclude by March 12. A group of
liquidators, including affiliates of Gordon Brothers Group LLC and
Nassi Group LLC, will guarantee the Company will recover at least
$36.5 million, with $29.2 million paid before the GOB sale begins.
If the sale produces enough to cover the guaranteed payment, the
expenses of the sale and a $6.5 million fee for the liquidators,
the excess will be split evenly by Penn Traffic and the
liquidators.
The Liquidators' offer is subject to higher and betters offers at
an auction on December 30. Initial competing bids are due
December 21. The sale hearing will be conducted promptly
following the auction. The Bankruptcy Court will convene a
hearing to consider approval of the proposed auction process.
As to the four remaining stores, Penn Traffic has an agreement to
sell the stores to competitor Price Chopper Operating Co. for
$12.3 million plus assumption of specified liabilities.
The company is being forced to sell the assets by the first- and
second-lien lenders who were otherwise cutting off the continued
right to use cash. The first lien agent is represented by Paul
Hastings, Janofsky & Walker, LLP. Greenberg Traurig, LLP,
represents the second lien agent.
About Penn Traffic
Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names. The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078). Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort. Donlin Recano is the
Company's claims agent. The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.
These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.;
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.
PROTOSTAR LTD: Executive Bonuses to be Paid by Lenders
------------------------------------------------------
Bill Rochelle at Bloomberg News reports ProtoStar Ltd. is
proposing a bonus plan where executives will receive 1% of net
proceeds from the sale of the ProtoStar II satellite less than
$200 million. The bonus will rise to 2.13% if net proceeds exceed
$253.2 million. The bonuses will be paid by the secured lenders
from their recovery from the sale. The hearing for approval of
the program is set for Dec. 18.
The hearing to consider the adequacy of the disclosure statement
explaining ProtoStar's Chapter 11 plan has been adjourned to
a "date to be determined". The ProtoStar disclosure statement was
vague about creditors' recoveries because the second of two
satellites won't be sold at auction until Dec. 15.
As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd. The auction of
the ProtoStar II satellite is set for Dec. 15. The hearing for
approval of the sale is Dec. 18.
The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
US$10 million working capital loan and US$183 million in 12.5% and
18% secured notes. The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens. If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.
About ProtoStar Ltd.
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.
RESERVE GOLF: Files for Bankruptcy to Sell Assets to McConnell
--------------------------------------------------------------
Alan Blondin at TheSunNews.com says Reserve Golf Club in Pawleys
Island filed for Chapter 11 bankruptcy to resolve the (i) sale of
the club to McConnell Golf, operates five other private clubs in
the Carolinas, and (ii) lawsuit lodged by four resigned members
seeking reimbursement for membership fees that are not covered
under the sale deal.
Mr. Blondin, citing court documents, the club has $1.16 million in
assets and $226,918 in liabilities. The club's assets includes a
326 acres valued at $750,000 but the representative of the
resigned members do not believe the property is worth only
$750,000, he notes.
Reserve Golf Club operates a golf club.
RIVER WEST PLAZA: Files for Chapter 11 in Chicago
-------------------------------------------------
Bill Rochelle at Bloomberg News reports that River West Plaza-
Chicago LLC filed a Chapter 11 petition on Dec. 7 (Bankr. N.D.
Ill. Case No. 09-46258) after being unable to agree with Bank of
America NA on an extension of the maturity of a $26.2 million
mortgage.
According to the report, River West filed a plan to give the bank
a new five-year mortgage paying interest only until maturity at
the prime rate plus 50 basis points. The plan says the bank is
impaired and entitled to vote on the plan. Unsecured creditors
are to be paid in full within 60 days, with interest, and likewise
will vote. Insiders holding a $3 million loan are to subordinate
their claim to the bank.
River West Plaza-Chicago owns the Joffco Square shopping center on
West Roosevelt Road in Chicago. The five-story shopping center
has 95,000 square feet. The principal tenants are Best Buy Co.
and Bed Bath & Beyond Inc.
The petition says the property is worth $27 million, while total
liabilities are $32.5 million.
ROYAL PLAZA: Files for Chapter 11 to Restructure Debts
------------------------------------------------------
Royal Plaza LLC made a voluntary filing under Chapter 11 (Bankr.
D. Id. Case No. 09-03816) to reorganize its debt, posting $9.6
million in assets and $11.7 million in liabilities.
Royal Plaza owns luxury condominiums at 11th and Main streets in
Boise, Idaho.
Bill Roberts at idahostatesman.com says the Company fell behind on
its homeowners' dues for the units it has not sold.
According to Bloomberg News, Royal Plaza claims the unsold units
are worth $9.6 million while secured debt is $7 million. The
asking prices are as high as $830,000 for a three-bedroom unit.
The least expensive is listed for $275,000. Fourteen units out of
26 are unsold, according to the Web site.
SANFORD LEON TREFETHEN: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Sanford Leon Trefethen
aka S. Trefethen
aka Sanford L. Trefethen
aka Sanford Trefethen
dba Advanced Heating & Cooling, LLC
dba Metro Residential Funding, Inc.
dba Crenshaw Management, LLC
dba Crenshaw Investments, L.P
dba Webb, Trefethen, & Kunz Development, LLC
dba 83-0415965
dba 20-5360283
dba 20-4069182
dba 20-5012486
dba 20-5013032
fdba KTWC Inc.
POB 71845
Eugene, OR 97401
Bankruptcy Case No.: 09-66695
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
District of Oregon
Judge: Frank R. Alley III
Debtor's Counsel: Judson M. Carusone, Esq.
627 Country Club Rd #200
Eugene, OR 97401
Tel: (541) 343-4700
Email: jc@bromleynewton.com
Estimated Assets: $1,000,001 to $10,000,000
Estimated Debts: $1,000,001 to $10,000,000
A full-text copy of the Debtor's petition, including a list of its
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/orb09-66695.pdf
The petition was signed by Sanford Leon Trefethen.
SECURITY BENEFIT: S&P Keeps 'BB' Counterparty Credit Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its 'BB' long-term
counterparty credit and financial strength ratings on Security
Benefit Life Insurance Co. and its affiliate, First Security
Benefit Life Insurance and Annuity Co. of New York, on
CreditWatch, where they were placed with negative implications on
June 9, 2009.
"We had placed the ratings on CreditWatch negative to reflect
S&P's concerns about capital deficiencies at SBLIC relative to its
expectations for the rating," said Standard & Poor's credit
analyst Adrian Pask. "In the third quarter of 2009, SBLIC's total
adjusted capital was $323 million. This is up from the prior
quarter but lower than the $325 million as of year-end 2008."
In the first half of 2009, SBLIC had statutory net income of
$41.7 million and operating income of $69.0 million. Slowing
annuity sales and continued asset-related losses were factors in
the poor earnings performance in the first quarter. In the second
quarter, earnings stabilized, but the aggregate earnings in the
first six months of the year were below S&P's expectations for the
rating. In the third quarter, operating earnings stabilized and
lapses were within its expectations for the rating.
S&P intends to evaluate the company's plans to address its capital
pressures. S&P will resolve the CreditWatch status following
further analysis.
SIGMA OH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Sigma OH Industries, Inc.
dba Pickens Plastics, Inc.
P.O. Box 127
Jefferson, OH 44047
Bankruptcy Case No.: 09-44525
Chapter 11 Petition Date: December 1, 2009
Court: United States Bankruptcy Court
Northern District of Ohio (Youngstown)
Judge: Kay Woods
Debtor's Counsel: Dov Y. Frankel, Esq.
Buckley King, LPA
1400 Fifth Third Center
600 Superior Ave., East
Cleveland, OH 44114
Tel: (216) 363-1400
Fax: (216) 579-1020
Email: frankel@buckleyking.com
Harry W Greenfield, Esq.
Buckley King, LPA
1400 Fifth Third Center
600 Superior Ave., East
Cleveland, OH 44114
Tel: (216) 363-1400
Fax: (216) 579-1020
Email: bankpleadings@bucklaw.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 $7,889,303
and total debts of $27,570,809.
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/ohnb09-44525.pdf
The petition was signed by Dennis Bertrand, president of the
Company.
SIX FLAGS: Judges Nixes Breakup Fees on Plan Financing
------------------------------------------------------
Bankruptcy Judge Christopher Sontchi disapproved Six Flags Inc.'s
$42 million in breakup fees for the lenders offering to provide
$800 million in exit financing and backstop a $450 million rights
offering. Judge Sontchi said that the requested fees were too
large "by an order of magnitude or more" and would chill any
attempt by creditors to craft an alternative reorganization plan.
The Company huddled with the lenders and said they would return to
court on Dec. 11 with modified fees and ask the judge to approve
the disclosure statement explaining the plan.
An ad hoc group of senior note holders of Six Flags Inc. has
submitted to SFI's Board of Directors an alternative
reorganization proposal which -- the bondholders say -- if
adopted, would provide higher recoveries to the creditors of SFI
and its debtor affiliates. The group says the plan proposed by
the Debtors provides preferential treatment to holders of a series
of 12-1/4% notes issued by Six Flags Operations to the detriment
of the SFI Noteholders.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Files Third Amended Reorganization Plan
--------------------------------------------------
Premier International Holdings, Inc., Six Flags, Inc., and their
debtor affiliates delivered to the U.S. Bankruptcy Court for the
District of Delaware a Third Amended Joint Plan of Reorganization
and accompanying Disclosure Statement on December 3, 2009.
Delaware Bankruptcy Judge Christopher S. Sontchi held a hearing
on December 4 and heard arguments and testimonies from the
Debtors and other parties-in-interest regarding the Disclosure
Statement. Judge Sontchi, however, adjourned the hearing until
December 7, the Associated Press reported.
Under the Third Amended Plan, the Reorganized Debtors will pay,
on or as soon as reasonably practicable after the Effective Date,
all Indenture Trustee Fees and Expenses arising under the 2010
Notes Indenture, the 2013 Notes Indenture, the 2014 Notes
Indenture and the 2015 Notes Indenture, in full in Cash, without
application to or approval of the Bankruptcy Court and without a
reduction to the recoveries of the holders of the SFI Unsecured
Claims. Notwithstanding the foregoing, to the extent any
Indenture Trustee Fees and Expenses arising under the 2010 Notes
Indenture, the 2013 Notes Indenture, the 2014 Notes Indenture and
the 2015 Notes Indenture are not paid, the Indenture Trustee for
the notes may assert its charging lien against any recoveries
received on behalf of its holders for payment of the unpaid
amounts.
The Third Amended Plan also provides that, notwithstanding
anything to the contrary in the Disclosure Statement, the Plan or
the Confirmation Order:
(a) nothing amends, modifies, waives or impairs the terms of
the insurance policies and agreements and the rights and
obligations of the parties under those agreements;
(b) the Reorganized Debtors will be liable for all of the
Debtors' obligations and liabilities, whether now existing
or hereafter arising, under the insurance policies and
agreements;
(c) the claims of the insurers against the Debtors arising
under insurance policies and related agreements (i) will
be Allowed Administrative Expense Claims, (ii) will be due
and payable in the ordinary course of business by the
Debtors pursuant to the terms of the insurance policies
and agreements and (iii) will not be discharged or
released by the Plan or the Confirmation Order without the
requirement to file or serve a request for payment of any
Administrative Expense Claim; and
(d) nothing limits, diminishes, or otherwise alters or impairs
the Debtors', Reorganized Debtors' or the insurers'
defenses, claims, causes of action, or other rights under
applicable non-bankruptcy law with respect to the
insurance policies and related agreements.
On the Effective Date and as reflected in the Post-confirmation
Organizational Documents, Reorganized SFI will be named "Six
Flags Entertainment Corporation."
The Third Amended Plan requires the Debtors to have the
Confirmation Order, in form and substance acceptable to Time
Warner and the Majority Backstop Purchasers, entered by
January 31, 2010, and become a final order by January 31, 2010.
The Third Amended Plan also incorporates the $450 million Common
Stock Backstop Commitment Letter, as amended on November 30,
2009. The Amended Commitment Letter adds Northeast Investors
Trust as a Backstop Purchaser and requires the Debtors to have
their Confirmed Plan deemed effective on or before February 15,
2010, or else the Backstop Purchasers will drop their commitment.
The Third Amended Plan also includes minor technical changes
to the Second Amended Plan and includes additional items in the
definition of terms.
A blacklined copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/sixf_3rdplanblackline.pdf
A blacklined copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/sixf_3rddsblackline.pdf
Objections to the Disclosure Statement
Resilient Capital Management, LLC, a holder of the Debtors'
Preferred Income Equity Redeemable shares, asked the Court to deny
approval of the Disclosure Statement accompanying their Second
Amended Joint Plan of Reorganization.
Resilient Capital complains that the Debtors' Disclosure
Statement lacks critical information that is necessary for
creditors to assess the Second Amended Plan in an intelligent
fashion. Resilient Capital further complains that in their
Second Amended Plan and its accompanying Disclosure Statement,
the Debtors fail to account for the full equity value of the
Debtors' businesses, and they once again leave the holders of the
PIERS, as well as common equity holders, with no recovery in the
Debtors' restructuring.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Noteholders Submit Alternative Reorganization Plan
-------------------------------------------------------------
An ad hoc group of senior note holders of Six Flags, Inc., on
November 29, 2009, submitted to SFI's Board of Directors an
alternative reorganization proposal, which, if adopted, would
provide higher recoveries to the creditors of SFI and its debtor
affiliates.
In a letter dated November 25, the SFI Noteholders urged the
Board to accept their alternative plan in favor of the Second
Amended Joint Plan of Reorganization filed by Six Flags, Inc.,
and its debtor affiliates. The SFI Noteholders also urged the
Board to engage in a thoughtful, deliberate restructuring process
that will maximize recovery for all creditors, as opposed to the
Debtors' Plan, which, according to the Noteholders, unfairly
provides preferential treatment to holders of a series of 12-1/4%
notes issued by Six Flags Operations to the detriment of the SFI
Noteholders.
The letter, the SFI Noteholders stated, further advocates for an
alternative reorganization plan that provides a fully backstopped
rights offering of $420 million. This alternative reorganization
plan is supported by noteholders owning over $500 million of the
approximately $870 million in senior notes issued by SFI. The Ad
Hoc Committee argued that by virtue of the blocking position it
holds, the Debtors are currently wasting valuable estate
resources pursuing a plan that is not confirmable.
The SFI Noteholders said its Plan materially and directly
improves upon the Debtors' Plan in that:
* Lenders are paid in full either with cash or through the
reinstatement of their debt.
* SFO Noteholders are paid in full with cash as opposed to
receiving common stock and the ability to participate in
a rights offering.
* SFI Noteholders are allowed (i) approximately 19% of the
new common stock and (ii) rights to participate in the
convertible preferred stock offering to purchase as much
as approximately 81% of the new common stock, subject to
dilution by management's long term incentive plan. In
contrast, the Debtors' Plan provides SFI Noteholders
with approximately 5% of the new common stock.
Specifically, the SFI Noteholders' Plan provides:
(1) Lenders: While the Debtors' plan provides cash payment in
full, the SFI Noteholder Plan reinstates the term loan and
pays off the revolver in full in cash;
(2) SFO Notes: While the Debtors' plan provides the holders of
12-1/4% Senior Notes issued by Six Flags Operations, Inc.
with (i) approximately 25% of the new common stock in SFI
and (ii) rights to participate in the equity offering to
purchase an additional approximately 70% of the new common
stock, the SFI Noteholder Plan provides the holders of SFO
Notes with cash payment in full;
(3) SFI Notes: While the Debtors' plan provides the holders of
SFI Notes with approximately 5% of the new common stock,
the SFI Noteholder Plan provides the holders of SFI Notes
with (i) approximately 19% of the new common stock and
(ii) rights to participate in the convertible preferred
stock offering to purchase up to an additional
approximately 81% of the new common stock.
The SFI Noteholders provide this table comparing the recoveries
under the Debtors' Second Amended Plan and the SFI Noteholder
Plan:
Subject 2nd Amended Plan SFI Noteholder Plan
------- ---------------- -------------------
Prepetition Lenders Provides cash payment Reinstates the Term
in full, Loans and pays off
the revolver in
full in cash
SFO Notes The holders of SFO Provides the SFO
Notes with Noteholders with
(i) approximately 25% cash payment in
of the new common full
stock in SFI and
(ii) rights to
participate in the
equity offering to
purchase an
additional
approximately 70% of
the new common stock
SFI Notes Provides holders of Provides the
SFI Notes with holders of SFI
approximately 5% of with (i) approx.
the new common stock 19% of the new
common stock in
SFI and (ii) rights
to participate in
preferred stock
offering to
purchase up to an
additional 81% of
the new common
stock
The letter states, in part, "The SFI Noteholder Plan allows the
holders of SFI Notes to own nearly 100% of the new common stock
as compared to merely 5% in the Debtors' plan. There is no
question the SFI Noteholder Plan maximizes the recoveries of all
creditors of the Debtors, and more fairly allocates the value of
their estates."
White & Case LLP is representing the SFI Noteholders as legal
counsel and Chanin Capital Partners LLC is serving as financial
advisor.
The signatories to the commitment letter are holders or advisors
to holders of over $500 million of the approximately $870 million
of unsecured notes issued by Six Flags, Inc.
On November 20, 2009, White & Case LLP delivered to the Debtors'
legal and financial advisors the Commitment Letter under which
the SFI Noteholders have committed to fully backstop a $420
million preferred stock rights offering in connection with a
proposed plan of reorganization for the Debtors.
SFI Noteholders' Motion to Adjourn DS Hearing
The SFI Noteholders ask the Court to adjourn the hearing to
consider approval of:
(ii) the amended Disclosure Statement filed by the Debtors
with respect to the Debtors' Second Amended Joint Plan of
Reorganization;
(ii) the Debtors' motion to approve exit financing agreements;
and
(iii) the Debtors' motion to approve a backstop commitment.
Mr. Glassman asserted that the Court should adjourn the
November 20, 2009 hearing to consider the Debtors' Second amended
Disclosure Statement and Financing Motions to the next scheduled
Omnibus hearing to allow the Debtors' stakeholders a meaningful
opportunity to review the motions and associated filings and
provide adequate time to respond.
According to Mr. Glassman, the Debtors started these Chapter 11
cases with a deal with their senior lenders to convert their
approximately $1,100,000,000 of secured debt into new debt and
equity. The Creditors of SFI were to receive a mere one percent
of the equity of the Debtors. On November 7, the Debtors
disclosed through the filing of their Second Amended Disclosure
Statement that they have supported a deal with the holders of
senior notes issued by Six Flags Operations, Inc. This new deal
would provide the SFO Noteholders with substantially all of the
equity of the Debtors, leaving SFI's creditors out in the cold,
Mr. Glassman lamented.
A two-week deadline on the Financing Motions is a self-imposed
deadline at the urging of the very parties who seek to profit the
most from this new deal, Mr. Glassman argues. In the first
meeting between company representatives and the SFI Noteholders
on November 10, after the filing of the Second Amended Plan and
Disclosure Statement, the Debtors disclosed that they had
obtained their exit financing commitments by the third week of
October. The Debtors however, chose to keep secret the existence
and terms of that agreement, even though the arrangement was
conditioned on approval of the commitment letter by November 24,
2009. On November 2, the Debtors obtained their backstop
agreement and also kept this fact private until almost a week
later when they filed the Exit Financing Motion and the Backstop
Commitment Motion, Mr. Glassman notes.
The motion to approve the Second Amended Disclosure Statement on
November 20 is not permitted by the Federal Rules of Bankruptcy
Procedure, Mr. Glassman stresses. The Second Amended Disclosure
Statement is not a mere amendment to the Debtors' prior amended
Disclosure Statement, rather, it is an entirely new disclosure
statement in respect of an entirely new Chapter 11 plan, which
the Debtors acknowledge follows the alternative plan previously
filed under seal by the SFO Noteholders, he contends.
Debtors Respond
The SFI Noteholders assert that the Debtors' Disclosure Statement
for the Debtors' Plan should not be approved because the proposed
Plan is facially defective and because the Disclosure Statement
lacks "critical information." The Objection is but one component
of the SFI Noteholders' strategy to delay confirmation of a fully
confirmable, viable plan of reorganization that is consensual in
virtually all respects, Paul E. Harner, Esq., at Paul, Hastings,
Janofsky & Walker LLP, in Chicago, Illinois, argues on behalf of
the Debtors. Yet the Plan has achieved broad consensus, and in
any event is ripe for solicitation, Mr. Harner asserts.
The Objection thus should be overruled, the Debtors ask the
Court.
Mr. Harner asserts that the SFI Noteholder Plan in its current
form contains a number of significant and troubling flaws:
* The SFI Noteholder Plan in and of itself would give rise to
defaults under the Debtors' prepetition credit agreement
that would preclude reinstatement, and any ensuing and
resulting litigation would be protracted, very expensive,
and highly uncertain.
* Despite repeated requests, the SFI Noteholders have yet to
provide any evidence that the financing commitment called
for under their plan is, in fact, committed.
* The SFI Noteholder Plan leaves serious concerns as to
feasibility, inasmuch as the Debtors emerge under this plan
highly levered and lacking sufficient liquidity.
* There is no indication how the Debtors are to remain
sufficiently funded during what is sure to be a more
protracted stay in Chapter 11.
Thus, instead of engaging the Debtors in meaningful dialogue
regarding the maximization of value for all constituencies, the
SFI Noteholders have embarked on a belated, scorched-earth
campaign aimed at forcing the Debtors to further delay their
emergence from bankruptcy, and as part of this strategy, the SFI
Noteholders assert that the Disclosure Statement is inadequate,
and that the Debtors' proposed Plan is patently unconfirmable.
According to Mr. Harner, the Debtors are a consumer-facing
organization dependent on a pristine reputation with the public
at large. To imply, as the SFI Noteholders have that "there is
no cognizable benefit to the business from exiting chapter 11
under the proposed timeline," that there are not significant
costs associated with a prolonged stay in Chapter 11 proceedings
reaching into the Debtors' operating season, is to strain
credulity, Mr. Harner argues.
* * *
Judge Christopher S. Sontchi granted the SFI Noteholders' request
for adjournment of the hearings of the Second Amended Disclosure
Statement and Financing Motions.
Accordingly, Judge Sontchi decreed that the hearings be set for
December 4, 2009 at 10:30 a.m., Eastern Standard Time.
Objections to the Disclosure Statement will be due by December 1.
Any replies to the Disclosure Statement Objections must be filed
on or before December 3.
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Revises Timeline for Plan Process
--------------------------------------------
Six Flags Inc. and its units ask Judge Christopher S. Sontchi of
the United States Bankruptcy Court for the District of Delaware to
approve revised procedures governing the solicitation and
tabulation of votes for the Debtors' Second Amended Plan of
Reorganization and accompanying Disclosure Statement. The
proposed solicitation procedures are revised with respect to the
distribution of Solicitation Packages and Solicitation Notices.
The revised solicitation procedures also include the distribution
of subscription form and the rights offering summary.
Under the Second Amended Plan, more creditors are unimpaired
under the Original Plan. In particular, holders of Claims in
Class 4, 6, 10 and 13 are no longer impaired and thus, pursuant
to Section 1126(f) of the Bankruptcy Code, are deemed to accept
the Revised Plan. The Debtors propose to transmit to those
holders only a Confirmation Hearing Notice and an appropriate
Unimpaired Notice of Non-voting Status and not be required to
transmit a Solicitation Package because these holders are no
longer entitled to vote on the Revised Plan.
Under the Revised Plan, holders of Claims and interests in the
Debtors Classes in Classes 1, 2, 3, 4, 6, 10, 13 and 17 are
unimpaired under the Revised Plan and are deemed to accept to the
Revised Plan and thus, are not entitled to vote on the
confirmation of the Revised Plan. The Debtors submit that
holders of Claims in these Classes only receive a Confirmation
Hearing Notice and an Unimpaired Notice of Non-voting Status.
The Revised Plan also contemplates that certain holders of Claims
in Class 11 will have the right to participate in the optional
purchase of equity in reorganized Six Flags. The Offering will
take place along the same timeline as solicitation of voting on
the Revised Plan, and will permit Class 11 Claim holders to
purchase a pro rata share of equity in reorganized Six Flags
pursuant to the procedures set forth in the Revised Disclosure
Statement.
In addition, in connection with the Offering and on the
Solicitation Commencement Date, the Voting Agent will distribute,
or cause to be distributed, a subscription form, together with
the Rights Offering Summary to the Revised Solicitation Order to
holders of Claims in Class 11.
Pursuant to the Subscription Form, each holder of a claim in
Class 11 that votes to confirm the Revised Plan may exercise its
Subscription Rights.
Revised Timeline
In order to confirm the Second Amended Plan, the Debtors require
a fast-paced confirmation process. Accordingly, the Debtors ask
the Court to approve this revised timeline:
December 2, 2009 -- Revised Voting Record Date
December 4, 2009 -- Solicitation Commencement Date
December 11, 2009 -- the Voting Agent finishes mailing
Unimpaired Notices of Non-Voting Status,
Rejecting Class Notices and Confirmation
Hearing Notices, as applicable, to
non-Voting Classes
January 6, 2010 -- Revised Plan Objection Deadline
January 6, 2010 -- Revised Voting Deadline; Deadline to
Return Subscription Form
Two or three days
during the week
of Jan. 11, 2009 -- Confirmation Hearing
January 26, 2009 -- Approximate Effective Date of Revised
Plan
The Debtors propose to publish a notice of the Confirmation
Hearing in the USA Today on of before December 11, 2009.
In a subsequent filing, the Debtors filed a revised proposed
order, a full-text copy of which is available for free at:
http://bankrupt.com/misc/SixF_RevProp_SolicitationOrder.pdf
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SIX FLAGS: Texas Funds Oppose Exit Financing Arrangements
---------------------------------------------------------
Exit financing is a necessary and integral component of the
Debtors' strategy for emergence from Chapter 11, Paul E. Harner,
Esq., Paul, Hastings, Janofsky & Walker, LLP, in Chicago,
Illinois, tells the Court. The Debtors require exit financing
to, among other things, fund Plan distributions and finance the
Debtors' post-emergence operating expenses and other working
capital needs, he adds. To that end, he says the Debtors'
proposed Plan of Reorganization will predicate the Plan's
effectiveness on the satisfaction or waiver of all conditions
precedent to exit financing arrangements and the Debtors' access
to funds under those arrangements.
By this motion, Debtors ask Judge Christopher S. Sontchi of the
United States Bankruptcy Court for the District of Delaware for
authority to enter into:
(a) a commitment letter dated October 26, 2009, by and among
the Debtors and the "Commitment Parties," led by JPMorgan
Chase Bank, N.A., J.P. Morgan Securities Inc., Bank of
America, N.A. and Bank of America Securities, under which
the Commitment Parties will extend to the Debtors an
$800 million exit financing facility; and
(b) a commitment letter dated October 29, 2009, by and among
certain of the Debtors and TW-SF LLC, a subsidiary of Time
Warner, Inc., under which TW-SF will extend a $150 million
multi-draw term loan facility to several non-debtor
affiliates of Six Flags, Inc.
Texas Funds Partly Object
Non-debtor parties Six Flags Over Texas Fund, Ltd., and Six Flags
Fund II, Ltd. -- the "Texas Funds" -- object to the Debtors'
request for approval of the exit financing arrangements.
Six Flags Over Texas Fund, Ltd., is a party to Partnership Parks
Overall Agreement dated as of November 24, 1997, amongst Six
Flags Over Texas Fund, Ltd.; Flags' Directors, L.L.C.; FD-II,
L.L.C.; Texas Flags, Ltd.; SFOT Acquisition I, Inc.; SFOT
Acquisition II, Inc.; Six Flags Over Texas, Inc.; Six Flags Theme
Parks, Inc.; and Six Flags Entertainment Corporation. Both the
Texas Funds are parties to a General Continuing Guarantee
Agreement of SFOT Acquisition I and SFOT Acquisition II, which
agreement is an integrated part of the Texas Overall Agreement.
The SFOT Acquisition Guarantee provides a first priority security
interest to the Texas Funds to secure the payment and performance
of SFOT Acquisition I, Inc., and SFOT Acquisition II, Inc., as
the Guarantors, under the Overall Agreement. The Guarantors are
prohibited by the SFOT Acquisition Guarantee from granting or
suffering to exist any lien, security interest, charge or
encumbrance of any type whatsoever in or on any of the Texas
Funds' collateral.
The Guarantors, along with the other debtors, have filed the Exit
Financing Motion seeking to incur financing in connection with a
potential plan of reorganization. The Exit Financing Motion
states broadly that the proposed financing will be secured by
first priority liens on substantially all assets of the Exit
Financing Loan Parties. This could be read as a request to prime
the Texas Funds' liens under the Overall Agreement and the
SFOT Acquisition Guarantee, Robert D. Albergotti, Esq., at Haynes
and Boone, LLP, in Dallas, Texas, points out.
Mr. Albergotti further complains that the summary language in the
Exit Financing Motion is intended by the Debtors to be subject
the commitment documents attached to the Exit Financing Motion.
These documents indicate that first priority liens will be
granted on substantially all assets of Six Flags Theme Parks Inc.
and its wholly owned subsidiaries, except "any assets of SFI and
its subsidiaries in which the granting or pledge or security
interest is prohibited under partnership parks agreements,
subordinated indemnity agreement and any related documentation,"
he notes.
The Texas Funds believe that the exception is intended to ensure
that the liens provided by the exit financing do not encumber the
Texas Funds' collateral, as would be prohibited by the SFOT
Acquisition Guarantee.
Out of an abundance of caution, the Texas Funds ask the Court
that the order granting the Exit Financing Motion contain this
language:
"Notwithstanding anything in the Exit Financing Arrangements to
the contrary, nothing in this Order or the Exit Financing
Arrangements will (i) affect the validity, priority, or
enforceability of any security interest granted by the Overall
Agreement dated as of November 24, 1997 among Six Flags Over
Texas Fund, Ltd.; Flags' Directors, L.L.C.; FD-II, L.L.C.; Texas
Flags, Ltd.; SFOT Employee, Inc.; SFOT Acquisition I, Inc.; SFOT
Acquisition II, Inc.; Six Flags Over Texas, Inc.; Six Flags Theme
Parks Inc.; and Six Flags Entertainment Corporation and the
Related Agreements, as the term is defined in the Overall
Agreement; or (ii) create any security interest otherwise
prohibited by the Overall Agreement and the Related Agreements."
Debtors Revise Exit Financing Documents
The Debtors inform the Court that they have revised the Exit
Financing Documents, which are composed of the JPM/BOA Commitment
Letter and the TW Commitment Letter, as exhibits to the Debtors'
Exit Financing Motion.
A full-text copy of the Amended Exit Financing Documents is
available for free at:
http://bankrupt.com/misc/SixF_ExitFinanceDocsAmended.pdf
A full-text copy of the blacklined Exit Financing Documents is
available for free at:
http://bankrupt.com/misc/SixF_ExitFinanceDocs_blacklined.pdf
About Six Flags
Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.
Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019). Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel. Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel. Cadwalader Wickersham & Taft LLP,
serves as special counsel. Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants. Kurtzman Carson Consultants LLC serves as claims and
notice agent. As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.
Bankruptcy Creditors' Service, Inc., publishes Six Flags
Bankruptcy News. The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings undertaken by Six Flags Inc. and its
various affiliates. (http://bankrupt.com/newsstand/or 215/945-
7000).
SMURFIT-STONE: 150 Claims Change Hands in 20 Days
-------------------------------------------------
From November 12 to December 3, 2009, more than 150 claims were
transferred by various creditors to various entities, including
Fair Harbor Capital LLC, Liquidity Solutions, Inc., Sierra
Liquidity Fund LLC; United States Debt Recovery LLC; Contrarian
Funds LLC; The Seaport Group LLC; and Blue Heron Micro
Opportunities Fund LLP.
Among the claims transferred were the claims of:
Transferor Amount
---------- ------
NPP Packaging Graphics Specialists, Inc. $274,428
Cannon Sline LLC 100,000
Hydrotex, Inc. 16,487
MH Equipment 37,092
Able Field Services, Inc. 63,884
Hydrovac Industrial Services, Inc. 42,029
U.S. Security Associated Holdings, Inc. 75,924
National Freight, Inc. 65,664
Black Horse Carriers, Inc. 35,515
Industrial Electrical Services, Inc. 38,210
In a separate filing, AAA Transfer LLC filed an objection to the
transfer of its claims totaling $52,930 to Fair Harbor Capital.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SMURFIT-STONE: Proposes Spencer Stuart as Search Consultant
-----------------------------------------------------------
Smurfit-Stone Container Corp. and its units seek the Court's
authority to employ Spencer Stuart as their search consultant,
nunc pro tunc to October 2, 2009.
James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that since the unsecured creditors will be the
future owners of the reorganized Debtors, the Official Committee
of Unsecured Creditors and the Debtors have agreed to allow
certain Committee members to actively participate in identifying,
interviewing and selecting qualified candidates for the Board of
Directors of the reorganized Smurfit-Stone Container Corporation.
Spencer Stuart's services are necessary to help ensure that the
Reorganized Board is properly constituted with the most qualified
candidates, Mr. Conlan submits.
Spencer Stuart is one of the world's leading executive search
consulting films, providing services to top companies seeking
guidance and counsel on senior leadership needs. The Debtors
believe that Spencer Stuart is uniquely qualified to serve as
their search consultant with Spencer Stuart's extensive data bank
of successful executives, as well as its extensive research and
information processing capabilities.
As search consultant, Spencer Stuart will assist the Debtors and
the Committee in their search for seven independent directors to
serve on the Reorganized Board. Spencer Stuart's search process
will entail (i) assessing the Debtors' needs, (ii) developing a
tailored search blueprint in collaboration with the Debtors and
the Committee, (iii) identifying both a long list of candidates
and then a short list after discussions with the Debtors and the
Committee, (iv) screening and evaluating prospects, (v)
validating prospects against competencies, (vi) presenting the
most qualified candidates to the Debtors and the Committee, and
(vii) the taking of references and assisting in negotiations, if
asked.
Spencer Stuart will act as the Debtors' exclusive search
consultant throughout the search process. The project will be
staffed by:
* Patrick B. Walsh, the practice leader for the Spencer
Stuart's North American Industrial Practice;
* Julie Hembrock Daum, the practice leader for Spencer
Stuart's North American Board and CEO Succession Practice;
and
* Susan Coffin, a member of Spencer Stuart's North American
Industrial Practice.
The Debtors will pay Spencer Stuart a professional fee and
reimburse the firm for expenses incurred. The professional fee
for each director search is $75,000, the payment of which is not
contingent on the election of a new director. The total
professional fee will be billed in three installments of $175,000
on October 31, November 30, and December 31, 2009.
Additionally, the Debtors will pay Spencer Stuart a monthly
charge for search-related expense at 10% of the retainer billed.
Spencer Stuart will further bill for out-of-pocket expenses, if
any, like consultant and candidate travel and other items related
to the search.
In the event that Spencer Stuart completes the search assignment
prior to the end of the retainer period, the full professional
fee will be due at that time. If the Debtors decide to cancel
the assignment for any reason after the first month, the
professional fee is considered earned to the date of cancellation
on a 90-day prorated basis from the date the search assignment
was authorized. The first month's professional fee and
associated overhead and expenses are considered earned in their
entirety at the commencement of the assignment, regardless of the
date of cancellation. If the Debtors cancel the search without a
placement of an independent director, but then place a candidate
that Spencer Stuart presented or identified to the Debtors, the
professional fee for the director search will still apply.
Spencer Stuart will be deemed to have completed the search
assignment regardless of whether the placed director was
identified by Spencer Stuart or another source. In addition, if
the Debtors select any additional candidates for the Board of
Directors whom Spencer Stuart presented or identified, Spencer
Stuart will bill the Debtors an additional board search fee for
each additional placement. If the Debtors place any candidates
Spencer Stuart identified in a management position, or if the
newly placed director assumes a full-time role in management,
Spencer Stuart will bill a standard executive search fee one-
third of the agreed upon first year's total cash compensation,
which includes base salary, target bonus, and any sign-on
bonuses. If the director crosses over into management, Spencer
Stuart will credit the board search fee towards the standard
executive fee.
The Debtors do not owe Spencer Stuart any amount for services
performed or expenses incurred prior to the Petition Date.
Patrick B. Walsh, a member of Spencer Stuart, assures the Court
that his firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and holds no interest
adverse to the Debtors or their estates in connection with the
matters for which Spencer Stuart is to be retained.
About Smurfit-Stone
Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers. The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada. The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States. The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.
Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235). Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.
Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers. Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October. Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.
James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel. PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.
Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: Equityholders Insist on Official Committee
--------------------------------------------------------
The Ad Hoc Committee of Equity Security Holders of Spansion,
Inc., avers that absent the appointment of an official committee,
the interests of equity holders will not be adequately
represented in the Debtors' bankruptcy proceedings. According to
the Ad Hoc Committee, the Debtors are not hopelessly insolvent
and there is a substantial likelihood that equity holders will
receive a meaningful distribution. The Ad Hoc Committee
maintains that the appointment of an official committee is
essential to ensure that equity security holders will be
adequately represented.
The Ad Hoc Committee relates that the expert report for Spansion
Inc., prepared by John F. Stark, III, Ido Stern and others under
their supervision at Oppenheimer & Co., Inc., reflects credible
evidence that the Debtors are not hopelessly insolvent, that the
interests of existing shareholders are not adequately represented
in the Debtors' cases and that there is substantial likelihood
that existing shareholders will be entitled, under a strict
application of the absolute priority rule, to receive a
meaningful distribution under the Plan.
Debtors File Joint Pretrial Memorandum
Spansion Inc. and its debtor affiliates, the Official Committee
of Unsecured Creditors, HSBC Bank USA, National Association, the
Ad Hoc Consortium of Floating Rate Noteholders, the Ad Hoc
Consortium of Floating Rate Noteholders, and the Ad Hoc Committee
of Equity Security Holders, file with the Court a Joint Pretrial
Memorandum relating to the Motion for Appointment of an Official
Committee of Equity Security Holders. The Joint Pretrial
Memorandum contains, among other things, statement of uncontested
facts, statement of contested facts, legal issues presented, and
list of witnesses.
The Memorandum stated, among others things, that the Court has
jurisdiction over the Appointment Motion.
The legal issues presented are:
* whether equity security holders will be adequately
represented in the Debtors' cases absent the appointment of
an official equity committee; and
* whether there is a substantial likelihood that equity
holders are entitled to a meaningful distribution under a
strict application of the absolute priority rule.
These persons will serve as the Ad Hoc Equity Committee's
witnesses:
-- Ido Stern, industry expert
-- John F. Stark, III, financial expert
The Debtors' witnesses are:
-- Henry Owsley, expert rebuttal witness to the summary
valuation report of Mr. Stern and Mr. Stark
-- Jim Handy, expert rebuttal witness on the semiconductor
memory chip market
-- Don Devost, fact witness
The Debtors reserve the right to call other witnesses for
rebuttal or impeachment purposes, and witnesses used by any other
party, and any other witnesses who become appropriate as
discovery evolves.
The FRN Consortium's witnesses are:
-- Adam Dunayer, financial expert
-- The Ad Hoc Consortium reserves the right to call other
witnesses for rebuttal or impeachment purposes, any
witnesses used by any other party, and any other witnesses
who become appropriate as discovery evolves.
The Committee does not expect to call any witnesses but reserves
the right to call any of the Debtors' or the FRN Consortium's
witnesses. In addition, the Committee reserves the right to call
other witnesses for rebuttal or impeachment purposes, any
witnesses called or otherwise presented by any other party, and
any other witnesses who become appropriate as discovery evolves.
R. Malionek Files Declaration
In support of the Debtors' Memorandum of Law, Robert J. Malionek,
Esq., at Latham & Watkins LLP, discloses to the Court that
counsel for the Ad Hoc Committee served a set of 27 requests for
the production of documents on the Debtors, on October 16, 2009.
According to Mr. Malionek, the Debtors produced thousands of
documents containing confidential financial documents and data,
presentations and related information regarding the Debtors'
business plans and valuation issues, industry research, back-up
to the Debtors' operative business plans, information related to
2008 impairment write-downs, asset valuation information,
sensitive documents and correspondence regarding past and present
merger and acquisition communications involving the Debtors, and
many more categories of documents.
In a separate filing, the Debtors filed with the Court an amended
Schedule II to the Joint Pretrial Memorandum relating to the
appointment of an official committee of equity security holders,
a full-text copy of which is available for free at:
http://bankrupt.com/misc/Spansion_AmExPretrial.pdf
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: Fulcrum Credit Buys $8.09 Mil. Claim
--------------------------------------------------
In separate Court filings dated November 23, 2009, through
November 24, 2009, creditors of Spansion Inc. disclosed that they
intend to transfer each of their claims against the Debtors to
these parties:
Transferor Transferee Amount
---------- ---------- ------
The Torrlube Co., LLC Creditor Liquidity, L.P. $1,125
FormFactor, Inc. Fulcrum Credit Partners LLC 8,094,533
KNEPP Inc. Corre Opportunities Fund, LP 80,966
Seilevel, Inc. Contrarian Funds, LLC 109,424
Seilevel, Inc. Contrarian Funds, LLC 114,967
Seilevel, Inc. Contrarian Funds, LLC 177,908
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPANSION INC: M. Ajit Acquires 1,875 Shares of Stock
----------------------------------------------------
In a Form 4 filing with the U.S. Securities and Exchange
Commission, Manocha Ajit, executive vice president of Worldwide
Operations of Spansion Inc., discloses that he acquired 1,875
shares of Class A Common Stock of the company on November 21,
2009. At the end of the transaction, Mr. Manocha beneficially
owned 13,125 shares.
Moreover, Mr. Manocha informs the SEC that he disposed of 1,875
shares of restricted stock units on November 21, 2009. At the
end of the transaction, Mr. Manocha beneficially owned 16,875
shares. Each restricted stock unit represents a contingent right
to receive one share of Spansion Inc. Class A Common Stock.
There is no exercise price or expiration date.
The restricted stock units were granted to Mr. Manocha on
February 21, 2008, and vest over a four-year period. One quarter
of the shares subject to the award vests on February 21, 2009.
The remaining shares subject to the award vest in equal
installments quarterly, until 100% vested on February 21, 2012.
Vested shares are delivered to Mr. Manocha on each vesting date.
About Spansion Inc.
Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications. Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.
Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690). On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings. Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel. Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case. As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.
Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.
Bankruptcy Creditors' Service, Inc., publishes Spansion Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding
undertaken by Spansion Inc. and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000)
SPARTA HOMES LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sparta Homes, LLC
dba Sparta Homes
4446 Shackleford Ridge Road
Signal Mountain, TN 37377
Bankruptcy Case No.: 09-17698
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Eastern District of Tennessee (Chattanooga)
Judge: John C. Cook
Debtor's Counsel: David J. Fulton, Esq.
Scarborough, Fulton & Glass
701 Market Street, Suite 1000
Chattanooga, TN 37402
Tel: (423) 648-1880
Fax: (423) 648-1881
Email: djf@sfglegal.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 $2,128,000,
and total debts of $1,594,939.
A list of the Company's 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/tneb09-17698.pdf
The petition was signed by Kostas Iannios, president of the
company.
STARFIRE SYSTEMS: In Talks With nCoat on Possible Asset Sale
------------------------------------------------------------
Larry Rulison at timesunion.com, citing papers filed with the U.S.
Bankruptcy Court in Albany, says Starfire Systems Inc. is in talks
within nCoat Inc. in North Carolina to acquire the company's
assets, which sale could help the company exit from bankruptcy.
Mr. Rulison relates nCoat said the company must stay at its
Saratoga Technology + Energy Park in Malta for at least another
year for the acquisition to work.
The company's lease building owned by New York State Energy
Research Development Authority at 10 Hermes Road, which expires at
the end of the year, could create a potential problem to the sale
deal, Mr. Rulison notes.
Based in Malta, New York, Starfire Systems Inc., is a manufacturer
in Malta, New York, serving the aerospace and automotive
industries. Starfire was founded 21 years ago. The Company
develops polymers used in the automotive, motorcycle, and
aerospace industries. The Company's manufacturing operation is in
the Saratoga Technology + Energy Park in Malta.
The company filed for Chapter 11 protection on August 13, 2009
(Bankr. N.D. N.Y. Case No. 09-12989). Richard L. Weisz, Esq., at
Hodgson Russ LLP, represents the Debtor in its restructuring
efforts. In its petition, the Debtor has $2,699,546 in total
assets and $3,597,277 in total debts.
SUNRISE SENIOR: 2 Units Get Dec. 16 Forbearance from Wells Fargo
----------------------------------------------------------------
Sunrise Senior Living, Inc., reports that on December 1, 2009,
Sunrise Pasadena CA Senior Living, LLC, and Sunrise Pleasanton CA
Senior Living, L.P., entered into a letter agreement with Wells
Fargo Bank, National Association, regarding a Loan Agreement dated
September 28, 2007 (as amended on October 1, 2009) by and between
the Sunrise Land Borrowers and Wells Fargo. Both Sunrise Land
Borrowers are consolidated subsidiaries of Sunrise Senior Living.
Sunrise Pasadena owns undeveloped land located in Pasadena,
California, and Sunrise Pleasanton owns undeveloped land located
in Pleasanton, California.
Pursuant to the Letter Agreement, among other matters, Wells Fargo
agreed to (i) extend the maturity date of the Loan Agreement to
December 16, 2009, and (ii) forbear from enforcing its rights or
remedies with respect to breaches of certain financial covenants
contained in the Loan Agreement until the earlier to occur of (x)
the Extended Maturity Date and (y) any other default under the
Loan Agreement. As of December 1, 2009, there was approximately
$22 million in outstanding borrowings under the Loan Agreement.
The Sunrise Land Borrowers' obligations under the Loan Agreement
are secured by mortgages on the real property owned by the Sunrise
Land Borrowers and are guaranteed by Sunrise.
A full-text copy of the Letter Agreement, dated December 1, 2009,
by and among Sunrise Pasadena CA Senior Living, LLC and Sunrise
Pleasanton CA Senior Living, L.P., as borrowers, Sunrise Senior
Living, Inc., as guarantor, and Wells Fargo Bank, National
Association, as lender, is available at no charge at:
http://ResearchArchives.com/t/s?4b73
About Sunrise Senior
McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people. As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units. Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services. Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.
At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion. At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000. With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009. Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.
TETRA GROUP ONE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Tetra Group One, LLC
448 Viking Drive, Suite 390
Virginia Beach, VA 23452
Bankruptcy Case No.: 09-75084
Debtor-affiliates filing separate Chapter 11 petition:
Entity Case No.
------ --------
Tetra Investment Group Fifteen, LLC 09-75085
Chapter 11 Petition Date: December 8, 2009
Court: United States Bankruptcy Court
Eastern District of Virginia (Norfolk)
Judge: Frank J. Santoro
Debtor's Counsel: John D. McIntyre, Esq.
Willcox & Savage, P.C.
Bank of America Center
One Commercial Place, Suite 1800
Norfolk, VA 23510
Tel: (757) 628-5500
Email: jmcintyre@wilsav.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
3 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/vaeb09-75084.pdf
The petition was signed by Gilbert E. Holt Jr., member of the
Company.
TRILOGY DEVELOPMENT: Pays KC Scaffold to Settle Rent Dispute
------------------------------------------------------------
Steve Vockrodt, staff writer at Kansas City Business Journal,
reports the Bankruptcy Court authorized Trilogy Development Co. to
make an initial $18,186 payment to KC Scaffold Service to resolve
a dispute over use of materials on the Company's West Edge
project.
Kansas City, Missouri-based Trilogy Development Company, LLC, was
founded by advertising magnate Bob Bernstein to build his west
edge project. The Company filed for Chapter 11 on May 15, 2009
(Bankr. W.D. Mo. Case No. 09-42219). Jonathan A. Margolies, Esq.,
and R. Pete Smith, Esq., at McDowell, Rice, Smith & Buchanan
represent the Debtor in its restructuring efforts. In its
petition, the Debtor disclosed assets and debts ranging from
$100 million to $500 million.
TRONOX INC: Deal on Lift Stay to Effectuate Claims Dismissal
------------------------------------------------------------
Before the Petition Date, Andra H. Ramirez, Adrian Hinojosa,
S'lena Hinojosa, and the Estate of Amador Hinojosa, commenced a
state court action, styled Ramirez et al. v. CITGO Refining &
Chemicals et al., in the County Court, Nueces County, State of
Texas (Case No. 44362-4) against Kerr-McGee Refining Corp.,
Southwestern Refining Co., Inc., and Kerr-McGee Corporation,
among others, seeking damages related to the alleged cause of
death of Amador Hinojosa. The Litigation has been removed to the
United States District Court for the Southern District of Texas,
Corpus Christi Division, and transferred to the United States
District Court for the Southern District of New York.
Billie Ruth Mullens, Individually and as Personal Representative
of the Heirs and Estate of Hyman Edward Mullens, Mary Ann
Jeansonne, Gail E. McClary, Peggy Sue Wallace, and William E.
Mullens, also commenced a state court action, styled Billie Ruth
Mullens, et al., v. A. W. Chesterton, et al. MDL Cause No. 2007-
64435ASB, in the 11th Judicial District Court of Harris County,
Texas against Anadarko Petroleum Corporation; Kerr-McGee
Corporation; KerrMcGee Oil & Gas Corporation; Southwestern
Refining Company, Inc.; Tronox Worldwide LLC; Kerr-McGee Refining
Corporation; and Tronox LLC, among others, seeking damages
related to the alleged cause of death of Hyman Edward Mullens.
As a result of the filing of the Debtors' bankruptcy cases,
Ramirez et al., and Mullens, et al., are prohibited from
continuing the Litigation with respect to certain of the
Defendants pursuant to Section 362 of the Bankruptcy Code
Ramirez et al., and Mullens, et al., wish to dismiss, with
prejudice, the claims in the Defendants.
Accordingly, the parties entered into separate stipulations
agreeing that:
(a) The Automatic Stay will be modified solely to the extent
necessary to permit the Parties to perform any actions
necessary, including filing a stipulation of dismissal, to
effectuate a dismissal with prejudice of (i) the
Defendants from the Litigation, and (ii) the claims
Ramirez et al., and Mullens, et al., asserted in the
Litigations against the Defendants; and
(b) Any proofs of claim filed by Ramirez et al. in the Chapter
11 cases are disallowed for all purposes, and Ramirez et
al., and Mullens, et al., will not be entitled to receive
any distributions from the Debtors in the Chapter 11 cases
under a plan of reorganization.
The Parties ask the Court to approve the Stipulations.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: IPD Wants Tronox to Execute SNWA Agreements
-------------------------------------------------------
Industrial Properties Development, Inc., a broker/dealer for
Kapex LLC, which acquired a 3,250-acre property from Kerr-McGee
Chemical Corporation in the Apex Industrial Park Area, in Clark
County, Nevada, asks the Court to authorize Tronox Inc. to
execute:
(i) the Boulder Canyon Project Assignment and Transfer of a
Portion of the Entitlement to the Delivery of Colorado
River Water (Partial Assignment and Transfer No. 3:
Contract 14-06-300-2083); and
(ii) the U.S. Department of the Interior Bureau of Reclamation
Amendment to Contract with Basic Water Company for
Delivery of Colorado River Water for Use in Nevada
(Amendment No. 3: Contract 14-06-300-2083), execution of
which is required by the U.S. Department of Interior's
Bureau of Reclamation and the Southern Nevada Water
Authority.
On behalf of Kapex, Industrial Properties is developing the
Mountain View Industrial Park, which has the potential to bring
thousands of jobs to both the City of North Las Vegas and Clark
County, Nevada. Kapex is partnering with the SNWA to devise a
method for the City of North Las Vegas to provide water to the
Apex Area. For that purpose, Kapex needs to convey its Water
Usage Rights to SNWA.
In order to convey the Water Usage Rights to SNWA, SNWA is
requiring that the Contract be amended to list SNWA as the
recipient of the Water Usage Rights pursuant to the Contract.
The Bureau of Reclamation is requiring the Basic Group Contract
signatories to consent to the conveyance of the Water Usage
Rights to SNWA.
Counsel for IPD sent a letter to Tronox's counsel outlining the
fact pattern of the matter and requested the Debtor's consent to
execute the SNWA Water Usage Rights Conveyance Documents.
Counsel for IPD e-mailed Debtor's counsel an assignment of
Colorado River water entitlements from Kerr McGee Chemical, LLC
to US Avestor, LLC. Tronox replied to the IPD Letter claiming
that it was not authorized to execute the SNWA Water Usage Rights
Conveyance Documents with Court approval.
IPD avers that the Debtor has no direct ownership interest in the
Water Usage Rights, is not waiving a valuable right or property
interest in executing the SNWA Water Usage Rights Conveyance
Documents, and will not incur any harm or detriment by executing
the SNWA Water Usage Rights Conveyance Documents.
Debtors Object
The Debtors complain that the Motion does not articulate, and the
Debtors are not aware of, any contractual or other legal basis
that compels them to execute the documents without first
evaluating the impact of that action on the estates. The Debtors
have not yet determined whether there is a sound business reason
to execute the documents.
The Debtors say they are not prepared to execute the Conveyance
Documents. While the Debtors appreciate that it may be in IPD's
best interests for the Debtors to execute the Conveyance
Documents, the Debtors however assert that there is no legal
basis upon which they can be compelled to do so.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TRONOX INC: Unsec. Creditors Oppose Equityholders Atty's Fees
-------------------------------------------------------------
Pillsbury Winthrop Shaw Pittman LLP filed with the Court its
first interim fee application for the period from March 13, 2009,
through August 31, 2009. Pillsbury seeks payment of fees
totaling $857,269 and reimbursement of expenses totaling $32,621.
Pillsbury Winthrop Shaw Pittman LLP serves as the bankruptcy
counsel for the Official Committee of Equity Holders.
The Official Committee of Unsecured Creditors in Tronox Inc.'s
cases complains that based on a review of the fee application of
Pillsbury Winthrop Shaw Pittman LLP for fees and expenses incurred
from March 13, 2009, through August 31, 2009, the firm appears to
have performed services beyond the scope of its limited retention.
In addition, the Creditors' Committee notes, there appears to have
been significant duplication of effort among Pillsbury's three
partners during the Compensation Period.
During the Compensation Period, the majority of Pillsbury's
services were performed by three of its partners -- Craig
Barbarosh, Karen Dine and David Crichlow, each of whom performed
work that was duplicative of the other, the Creditors' Committee
complains. For instance, the Creditors' Committee points out,
all three partners reviewed and analyzed court papers,
participated in committee calls and attended court hearings.
These three partners generated $530,595 in fees, representing 62%
of Pillsbury's fees during the Compensation Period.
Accordingly, the Creditor's Committee asks the Court that the
fees and expenses contained in Pillsbury's Fee Application should
be reduced to remove fees incurred for (a) services outside the
limited scope of Pillsbury's retention and (b) the duplication of
services performed by Pillsbury partners.
Credit Suisse AG, as administrative agent for itself and a
syndicate of lenders of the Debtors, supports the objection
raised by the Creditors' Committee.
Equity Committee Responds
The Creditors' Committee's Objection attempts to frustrate those
rights by removing several aspects of Pillsbury's fees from
context and asserting that they are unreasonable, the Official
Committee of Equity Security Holders argues. Viewed in context
of the entire case, however, Pillsbury's fees are objectively
reasonable and necessary, and the Court should overrule the
Objection, the Equity Committee asserts.
Pillsbury has on only one occasion billed for time spent by all
three partners at a hearing, and only there where the issues were
sufficiently delicate that participation by another attorney was
beneficial, the Equity Committee points out. Ordinarily, one
bankruptcy partner and one litigation partner attend the hearings
in order that the Equity Committee may benefit from the two
levels of expertise if necessary.
The Equity Committee tells the Court that consistent with the
Court's mandate, Pillsbury has carefully and actively examined
its own invoices to avoid duplicative services and to minimize
the administrative burden on these estates; as a result,
Pillsbury voluntarily reduced its fees and expenses by
approximately $179,000. Following filing of the fee
applications, the U.S. Trustee -- the party with the mandate to
review the fees of professionals in bankruptcy cases -- raised
certain inquiries with respect to Pillsbury's fee application.
Following consultation with the U.S. Trustee Pillsbury agreed to
an additional reduction of $60,000, bringing the total of
voluntary reductions to approximately $239,000, the Equity
Committee says.
About Tronox Inc.
Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes. Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products. The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries. In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.
Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008. The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.
Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156). The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors. The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.
An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases. The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.
Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B. Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK. As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.
Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News. The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)
TUBO DE PASTEJE: Files Chapter 11 Bankruptcy in Delaware
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Tubo de Pasteje SA
and subsidiary Cambridge-Lee Holdings Inc. filed Chapter 11
petitions December 7 (Bankr. D. Del. Case No. 09-14353) following
a Nov. 15 payment default on $200 million in 11.5% senior notes
due 2016. Tubo and its subsidiary filed for Chapter 11 protection
when the 30-day grace period was nearing its end.
Tubo is a subsidiary of Mexico City-based Industrias Unidas SA de
CV, a manufacturer of copper and electrical products. The
U.S. subsidiary Cambridge-Lee is based in Reading, Pennsylvania.
IUSA is the issuer of the notes which were secured by a pledge of
the stock of Cambridge-Lee.
UNION LIVE STOCK: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Union Live Stock Yards, Inc.
P.O. Box 5312
Knoxville, TN 37928
Bankruptcy Case No.: 09-36495
Chapter 11 Petition Date: November 30, 2009
Court: United States Bankruptcy Court
Eastern District of Tennessee (Knoxville)
Judge: Richard Stair Jr.
Debtor's Counsel: Thomas Lynn Tarpy, Esq.
Hagood, Tarpy & Cox PLLC
Suite 2100, Riverview Tower
900 South Gay Street
Knoxville, TN 37902-1537
Tel: (865) 525-7313
Email: ltarpy@htandc.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 2 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/tneb09-36495.pdf
The petition was signed by Steve Myers, secretary/treasurer of the
company.
VITERRA INC: Moody's Reviews Corporate Family Rating at 'Ba1'
-------------------------------------------------------------
Moody's Investors Service maintains the review for possible
downgrade on Viterra, Inc.'s Ba1 Corporate Family Rating and other
ratings. The review, initiated on May 19, 2009, was prompted by
the proposed acquisition of ABB Grain Ltd. The acquisition has
been completed within the expected conservatively financed
parameters.
The review continues as Viterra's ABB subsidiary recently reported
that it was likely that there have been unwaived breaches of the
loan covenants on the ABB A$1.2 billion syndicated multi year bank
facility that, as of October 31, 2009, have not been waived by the
banking syndicate. Nevertheless, ABB's management considers it
unlikely the syndicate's response to the breaches will be to
require immediate settlement of the amounts drawn down. These
amounts totaled A$605.5 million as of September 23, 2009. Viterra
has acknowledged the existence of the breaches and has indicated
if, contrary to the ABB management's belief, the bank syndicate
requires the loans to be settled immediately, Viterra will take
steps to ensure that ABB is able to meet its debt obligations as
they come due. Still as a result of the covenant issue Viterra's
Speculative Grade Liquidity assessment was lowered to SGL-3 from
SGL-2 indicating adequate liquidity bolstered by strong cash
balances and a currently undrawn C$800 million ABL at Viterra,
(C$580 million available), even after the closing of the ABB
acquisition.
Recently, ABB's banking syndicate approved a waiver providing that
the calculation of the loan covenants should exclude certain non
recurring items and has confirmed that no breaches existed at
September 23, 2009. Still, at September 23, 2009, ABB did not
have an unconditional right to defer settlement of the borrowings
for the following 12 months and accordingly all amounts drawn down
by ABB are disclosed as current liabilities as required by
applicable accounting standards. It is this matter, in addition
to a weak interest coverage ratio, that causes consolidated
current liabilities to exceed current assets at reporting dates
thus causing a potential for further breaches in covenants.
The ongoing review will focus on the arrangements for alleviating
the covenant pressure at ABB. However if the covenant issues are
successfully addressed it is likely that Viterra's existing
ratings would be confirmed. In addition the Ba1 CFR reflects the
growth aspirations of Viterra management and the review will
incorporate a determination of the financial impact of future
acquisition activity.
Ratings remaining under review:
Issuer: Viterra Inc.
-- Probability of Default Rating - Ba1
-- Corporate Family Rating- Ba1
-- Senior Unsecured Notes- Ba1
Moody's most recent announcements concerning the ratings for
Viterra was on June 26, 2009, when Ba1 ratings were assigned to a
senior unsecured note issuance.
Viterra Inc., formerly known as Saskatchewan Wheat Pool Inc., is
headquartered in Regina, Saskatchewan, and is the largest grain
handler in Canada. The Viterra entity was formed on May 29, 2007,
after the acquisition of Agricore United by Saskatchewan Wheat
Pool. Viterra operates through five business segments; Grain
Handling and Marketing, Agri-Products, Agri-Food Processing,
Livestock Feed and Services, and Financial Products, but derives
the majority of their income through the Grain Handling and
Marketing and Agri-Products business segment. Revenues were
C$6.9 billion for the 12 month period ending third-quarter
July 31, 2009.
WILLIAM STANLEY GAMBLE: Case Summary & 9 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: William Stanley Gamble
20620 Sigal Drive
Saratoga, CA 95070
Bankruptcy Case No.: 09-60535
Chapter 11 Petition Date: December 1, 2009
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Roger L. Efremsky
Debtor's Counsel: David A. Boone, Esq.
Law Offices of David A. Boone
1611 The Alameda
San Jose, CA 95126
Tel: (408) 291-6000
Email: ecfdavidboone@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 9 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/canb09-60535.pdf
The petition was signed by Mr. Gamble.
W.R. GRACE: Adage Owns 3.4 Mil. Shares of Stock
-----------------------------------------------
Adage Capital Partners, LP, informed the Court and parties-in-
interest that it has become a "Substantial Equityholder" with
respect to the equity securities of W.R. Grace & Co. As of
November 17, 2009, Adage beneficially owns 3,436,356 shares of
Grace's Equity Securities.
A list detailing Adage's ownership of Grace's Equity Securities is
available for free at:
http://bankrupt.com/misc/Grace_AdageOwnedSecurities.pdf
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
W.R. GRACE: Stipulation Allowing NJ's $1 Mil. Claim Approved
------------------------------------------------------------
Pursuant to a stipulation entered into by the parties, the Court
ruled that the State of New Jersey Department of Environmental
Protection will be allowed a general unsecured claim for
$1 million.
The New Jersey Department will be entitled to interest on the
Claim to accrue at the rate and in the manner provided in the
Debtors' First Amended Joint Plan of Reorganization for similarly
situated General Unsecured Claims, the Court ruled.
The Stipulation settles the Debtors' liabilities relating to the
environmental condition of the Hamilton Township Site.
In June 2005, the State of New Jersey Department of Environmental
Protection commenced a state court action in the Superior Court at
Mercer County in New Jersey against the Debtors and Robert J.
Bettacchi, a former officer at Grace and Jay H. Burrill, a former
employee at the Company. The State Court Action related to the
environmental condition of the Hamilton Township Site operated by
the Debtors, which were found to contain concentration of
asbestos. The Debtors closed the Site in 1994.
In September 2005, the Debtors removed the State Court Action to
the United States District Court for the District of New Jersey in
an action captioned New Jersey Department of Environmental
Protection v. W R. Grace & Co., et al. However, the New Jersey
District Court denied in May 2006, without prejudice, the Debtors'
requests (i) to transfer venue of the New Jersey District Court
Action to the U.S. District Court for the District of Delaware,
and (ii) to remand the New Jersey District Court Action to the
State Court.
Subsequently, the Debtors commenced the adversary proceeding
seeking to enjoin the State Court Action. The Bankruptcy Court
had held that the automatic stay barred the State Court Action
because it was not an exercise of the New Jersey Department's
police and regulatory powers, and was therefore not subject to
Section 362(b)(4) of the Bankruptcy Code. The Delaware District
Court, however, disagreed with the Bankruptcy Court.
As a result, the New Jersey Department took an appeal of the
Delaware District Court's Order in the Injunction District Court
Appeal in the Court of Appeals for the Third Circuit.
To resolve their dispute, the Debtors agreed to allow the New
Jersey Department a general unsecured claim for $1 million, to
settle their liabilities relating to the Site, provided, however,
that:
(i) the Department will be entitled to interest only as set
forth in the Stipulation, and will not be allowed any pre-
or postpetition interest on the Department's Allowed Claim
for any period of time prior to the date on which the
Settlement becomes final and non-appealable;
(ii) interest on the Department's Allowed Claim Amount will
accrue at the rate and in the manner provided in the
Debtors' First Amended Joint Plan of Reorganization for
similarly situated General Unsecured Claims; and
(iii) the interest accrual will commence on the date on which
the Settlement becomes final and non-appealable, and
continue until the date on which the Department receives
payment in satisfaction of the Allowed Claim.
Pursuant to the terms of the Plan, on or before 30 days after the
Plan's Effective Date, the Debtors will pay to the New Jersey
Department the Allowed Claim Amount, plus any applicable interest.
The Department will file a proof of claim asserting the Allowed
Claim Amount in the Debtors' cases.
The Debtors' obligations relating to the Hamilton Township Site
will be deemed disallowed and expunged for all purposes, and
satisfied by payment of the Allowed Claim.
The Claimant Release Parties -- consisting of (i) the New Jersey
Department, (ii) the Department's Commissioner, (iii) the New
Jersey Spill Compensation Fund, and (iv) the Administrator of the
New Jersey Spill Compensation Fund -- are forever enjoined from
asserting against the Debtors and Messrs. Bettacchi and Burrill
any claims arising from the Settlement.
Or before 30 days after the Settlement Order becomes final and
non-appealable, the Debtors and the New Jersey Department will
promptly take all actions necessary to cause the Appeals to be
dismissed.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.
The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization. The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims. The Plan confirmation hearing is
scheduled to continue on October 13 and 14.
Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)
* GiftCardRescue.com Extends Popular Gift Card Bankruptcy Policy
----------------------------------------------------------------
GiftCardRescue.com, a leading gift card exchange Web site, today
announced it is extending its Bankruptcy Protection Policy through
March 31, 2010. Should merchants file for bankruptcy, the
extended policy assures customers they will be reimbursed for any
loss encountered on purchased gift cards for that particular
retailer, as long as the retailer no longer honors gift cards.
Based on the growing list of companies filing bankruptcy, many
consumers are faced with the uncertainty of whether or not a gift
card purchased today will be redeemable tomorrow.
GiftCardRescue.com's extended Bankruptcy Protection Policy
provides costumers the assurance that they will be reimbursed from
the date of purchase through March 31, 2010, should a retailer
declare bankruptcy.
"With the holiday season quickly approaching, this is the peak
time for gift card purchase and redemption," stated Kwame Kuadey,
CEO, GiftCardRescue.com. "Holiday shopping should be an enjoyable
experience, rather than one that causes worry and anxiety. We
wanted to give our customers the assurance that their discounted
gift card purchases through GiftCardRescue.com are safe from
retailer bankruptcy."
The purchased gift card must have a verifiable balance for
customers to qualify for reimbursement, and all claims must be
submitted within 30 days of the bankruptcy to be eligible for
reimbursement.
About GiftCardRescue.com
GiftCardRescue.com was founded in 2008, and is a Web site
dedicated to selling and exchanging unused gift cards for cash or
brand new gift cards of choice. Customers have the options of
selling their unused gift card for cash, exchanging the gift card
for another card, or purchasing a gift card at a discounted rate.
The company provides customers an easy and enjoyable shopping
experience with its money-back guarantee, free shipping within the
United States, and no additional sales tax on purchases.
* National Venture & SecondMarket Disclose Collaboration Agreement
------------------------------------------------------------------
The National Venture Capital Association and SecondMarket entered
into an agreement to collaborate on a number of initiatives to
support venture-backed companies and their investors.
"This partnership will help to advance the goals of both
organizations," said SecondMarket CEO Barry E. Silbert.
"SecondMarket is resolute in continuing to support liquidity for
private companies and their shareholders, and the NVCA is
committed to supporting the expansion of exit options for venture-
backed companies. In the current economic environment, when
unemployment remains high, it is critically important to support
venture-backed companies, which promote outsized job growth and
economic development."
"The NVCA is dedicated to enhancing the exit environment for
venture-backed companies and their investors," said NVCA President
Mark G. Heesen. "We believe this collaboration with SecondMarket
helps to strengthen the entrepreneur and venture capital
communities by providing vital support to the many private
companies that lack adequate exit opportunities. We are looking
forward to working closely with SecondMarket." To initiate this
collaboration, the NVCA will host a SecondMarket-sponsored webcast
on Friday, December 11, 2009, at 12:00pm EST. Panelists on this
week's webcast, entitled "The Root Causes & Potential Solutions
for the Exit Crisis," will discuss how the current market
structure has created exit problems for venture-backed companies -
- and how this trend can be reversed.
SecondMarket and the NVCA will collaborate on a variety of other
efforts, including conferences and webinars, the development of
new C-suite programs for start-up companies, and sharing market
intelligence and trade information. SecondMarket will provide a
number of services at discounted rates to NVCA members, including
the use of the SecondMarket private company program, and also will
offer preferred commission rates on completed transactions.
The SecondMarket private company program provides companies with
interim liquidity options to manage and control the secondary
market of their own shares. The program recently expanded to
include a primary capital introduction component as a result of
SecondMarket's acquisition of InsideVenture in October.
In addition to private company stock, SecondMarket has established
itself as the leading secondary market for numerous other assets,
including limited partnership interests, auction-rate securities,
bankruptcy claims, residential and commercial mortgage-backed
securities, collateralized debt obligations, warrants/restricted
stock in public companies and whole loans. In total, over
$25 billion in illiquid assets are available for sale on
SecondMarket.
About SecondMarket
Founded in 2004, New York-based SecondMarket is the largest
secondary market for illiquid assets, including private company
stock, limited partnership interests, auction-rate securities,
bankruptcy claims, collateralized debt obligations, residential
and commercial mortgage-backed securities, warrants/restricted
stock and whole loans. SecondMarket, which has conducted over
$2 billion in transactions in 2009, has more than 5,000
participants including global financial institutions, hedge funds,
private equity firms, mutual funds, corporations and other
institutional and accredited investors that collectively manage
over $1 trillion in assets. SecondMarket's shareholders include
FirstMark Capital, New Enterprise Associates (NEA), and SVB
Financial Group /quotes/comstock/15*!sivb/quotes/nls/sivb (SIVB
37.25, -0.28, -0.75%).
About the National Venture Capital Association
The National Venture Capital Association (NVCA) represents more
than 400 venture capital firms in the United States. NVCA's
mission is to foster greater understanding of the importance of
venture capital to the U.S. economy and support entrepreneurial
activity and innovation. According to a 2008 Global Insight
study, venture-backed companies accounted for 12.1 million jobs
and $2.9 trillion in revenue in the United States in 2008. The
NVCA represents the public policy interests of the venture capital
community, strives to maintain high professional standards,
provides reliable industry data, sponsors professional
development, and facilitates interaction among its members.
* Treasury Summons Mortgage Lenders to Meet on Loan Modifications
-----------------------------------------------------------------
ABI reports that the Treasury Department summoned Bank of America
Corp., Citigroup Inc. and other mortgage servicers to Washington,
D.C., to accelerate U.S. foreclosure prevention efforts ahead of a
year-end deadline for some loan modifications.
* Home Mortgage Cramdown Bill Coming to House This Week
-------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Financial Services
Committee Chairman Barney Frank said he will attach legislation
allowing federal courts to cut down home mortgages to the
financial services regulatory legislation before the House of
Representatives this week.
* Woodbridge Group Launches Distressed Situations Division
----------------------------------------------------------
Woodbridge Group, Inc., has established a new Distressed
Situations Division to serve the needs of lower middle-market
companies that are facing severe financial pressure, including
possible bankruptcy or foreclosure. This new division will focus
on companies with at least $5 million in assets but will consider
situations below that amount on a case-by-case basis. The
division can also determine alternative refinance options in the
case of an insolvent or stressed financial situation.
Kevin S. Tierney of Workout Solutions, Inc., has been appointed
president of Woodbridge's Distressed Situations Division.
The division will advise clients on all aspects of creditor
issues, liquidations, restructurings, workouts and other strategic
options. It will also develop reorganization plans in close
collaboration with insolvency counsel. In addition, the
Distressed Situations Division constructs the full range of
reorganization plans from an informal composition of creditors
through, to and including Chapter 11.
The full resources and capabilities of the Woodbridge Group are
available to this new division as it seek to provide creative
solutions to our clients in today's economic climate.
Mr. Tierney has represented all forms of debtor or creditor
parties since 1970, working through over $3 billion worth of
special situations. The first 17 years of his career were spent
in commercial banking until 1987 when he went into private
practice. Mr. Tierney concluded his banking career as the founder
and president of two bank subsidiaries. Mr. Tierney also served
as head of credit policies and procedures and was responsible to
the board of directors and federal regulators for the
identification and line accountability for the resolution of all
special situation assets for a $1.5 billion bank.
In 1987 Kevin formed Workout Solutions, Inc., a firm specializing
in analyzing and resolving all manner of difficult financial
situations. Although he traditionally represents the interests of
the entrepreneurial client, Mr. Tierney understands the needs of
all other creditor constituencies, which enables him to craft a
mutually beneficial resolution. Mr. Tierney has acted as an
informal mediator and/or receiver, and as a bankruptcy court
approved chief restructuring officer. Mr. Tierney is a member of
the board of directors of the Connecticut Chapter of the
Turnaround Management Association, a 9,000 member international
organization dedicated to corporate renewal and turnaround
management.
Woodbridge Group provides sell-side, buy-side, distressed
situation and capital raising services to businesses with
$5 million to $100 million in sales. The firm operates out of 14
locations: Connecticut, New York, New Jersey, California,
Massachusetts, Illinois, Georgia, North Carolina, Texas,
Washington, D.C., the Netherlands, Mexico, Canada and Brazil.
Woodbridge Group, Inc., a unique marketing-driven M&A firm, was
founded in 1993 to provide divestiture and acquisition services to
middle market companies.
* 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 Rodney Davis Contractor, Inc.
Bankr. Conn. Case No. 09-33349
Chapter 11 Petition filed November 30, 2009
See http://bankrupt.com/misc/ctb09-33349p.pdf
See http://bankrupt.com/misc/ctb09-33349c.pdf
In Re J & L Cicchiello LLC
Bankr. W.D. Ky. Case No. 09-36169
Chapter 11 Petition filed November 30, 2009
See http://bankrupt.com/misc/kywb09-36169p.pdf
See http://bankrupt.com/misc/kywb09-36169c.pdf
In Re Blevins Electric, Inc.
Bankr. E.D. Tenn. Case No. 09-53267
Chapter 11 Petition filed November 30, 2009
See http://bankrupt.com/misc/tneb09-53267p.pdf
See http://bankrupt.com/misc/tneb09-53267c.pdf
In Re James McDonald Boles
Bankr. S.D. Ala. Case No. 09-15570
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/alsb09-15570.pdf
In Re Picacho Peak West, LLC
Bankr. Ariz. Case No. 09-30895
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/azb09-30895.pdf
In Re Susan K. Kulak
Bankr. Ariz. Case No. 09-30993
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/azb09-30993.pdf
In Re Bassam Moucharafieh
Bankr. C.D. Calif. Case No. 09-23367
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Cal Western Investments Inc
Bankr. C.D. Calif. Case No. 09-43852
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re William Kenneth O'Daniel
aw Malibu Mortgage Inc.,
aka Ken O'Daniel
Bankr. C.D. Calif. Case No. 09-26136
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/cacb09-26136.pdf
In Re Pin Pointe Properties & Partners, LLC
Bankr. N.D. Ga. Case No. 09-91889
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Rugby Properties, LLC
Bankr. N.D. Ga. Case No. 09-91883
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Sam's Enterprises, Inc., a Corporation
Bankr. N.D. Ga. Case No. 09-91920
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Sam's Signs, Inc., a Corporation
Bankr. N.D. Ga. Case No. 09-91922
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Cedar Mountain Medical, Inc.
Bankr. Idaho Case No. 09-21330
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/idb09-21330.pdf
In Re CTI Global Solutions, Inc.
Bankr. Md. Case No. 09-33421
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/mdb09-33421.pdf
In Re John F. Vontran
Kelly A. Vontran
Bankr. Md. Case No. 09-33409
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/mdb09-33409.pdf
In Re Mainstream Development LLC, A Minnesota Limited Liability Co
Bankr. Minn. Case No. 09-38444
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re Patton M. Ewing
Bankr. Md. Case No. 09-33379
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/mdb09-33379.pdf
In Re UW of North Carolina, LLC
dba University Wellness of North Carolina
dba UW of North Carolina
dba Impact Athletics
Bankr. E.D. N.C. Case No. 09-10419
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/nceb09-10419.pdf
In Re Casa De Novias Las Rivera Inc.
Bankr. Puerto Rico Case No. 09-10340
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/prb09-10340.pdf
In Re Cavalyn Muller
Bankr. M.D. Tenn. Case No. 09-13816
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/tnmb09-13816.pdf
In Re Fortune Equipment Company of Nashville, Inc.
Bankr. M.D. Tenn. Case No. 09-13821
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/tnmb09-13821.pdf
In Re William Herbert Owens, Jr.
aka Bud Owens
Bankr. M.D. Tenn. Case No. 09-13808
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/tnmb09-13808.pdf
In Re Brian C. Dayton
dba Brian C. Dayton, D.D.S., P.C.
dba Horizon Dental Centr
Jennifer L. Dayton
Bankr. N.D. Texas Case No. 09-47713
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/txnb09-47713.pdf
In Re Logic Machine Works, Inc.
Bankr. S.D. Texas Case No. 09-39238
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/txsb09-39238.pdf
In Re Northpark Office Tower, L.P.
Bankr. S.D. Texas Case No. 09-39205
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re National Event Marketing, Inc.
dba Skyview Advertising Company
Bankr. W.D. Texas Case No. 09-54756
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/txwb09-54756.pdf
In Re Todd Alan Cox
Bankr. W.D. Texas Case No. 09-54761
Chapter 11 Petition filed December 1, 2009
Filed as Pro Se
In Re William F. Mims
Bankr. W.D. Texas Case No. 09-61406
Chapter 11 Petition filed December 1, 2009
See http://bankrupt.com/misc/txwb09-61406.pdf
In Re Gary B. Persons
Carrie L. Persons
Bankr. Ariz. Case No. 09-31109
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/azsb09-31109.pdf
In Re Jason Michael Goracke
Heather Goracke
Bankr. Ariz. Case No. 09-31027
Chapter 11 Petition filed December 2, 2009
Filed as Pro Se
In Re J.T. Whiteside Enterprises, Inc.
dba Day/Night Deli Mart
Bankr. Ariz. Case No. 09-31150
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/azb09-31150.pdf
In Re CVRR Duboce LLC
Bankr. N.D. Calif. Case No. 09-33832
Chapter 11 Petition filed December 2, 2009
Filed as Pro Se
In Re Diki Inc.
Bankr. C.D. Calif. Case No. 09-39165
Chapter 11 Petition filed December 2, 2009
Filed as Pro Se
In Re Anthony Louis Affatati, Jr.
Bankr. S.D. Fla. Case No. 09-36630
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/flsb09-36630.pdf
In Re Maria Christina Rago
Bankr. Mass. Case No. 09-21718
Chapter 11 Petition filed December 2, 2009
Filed as Pro Se
In Re Constantine S. Kerasiotes
Bankr. Md. Case No. 09-33523
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/mdb09-33523.pdf
In Re Gregg L. Baty
Bankr. Md. Case No. 09-33483
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/mdb09-33483.pdf
In Re 768 South Main Real Estate Trust
Bankr. W.D. N.C. Case No. 09-11319
Chapter 11 Petition filed December 2, 2009
Filed as Pro Se
In Re Clover, Inc.
Bankr. N.M. Case No. 09-15521
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/nmb09-15521.pdf
In Re Mangia 57, Inc.
aka Mangia 57
Bankr. S.D. N.Y. Case No. 09-17112
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/nysb09-17112.pdf
In Re Danny Richard Johnson
Barbara B Johnson
Bankr. W.D. Pa. Case No. 09-12217
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/pawb09-12217.pdf
In Re Jamie D. Garrett
Pamela A. Garrett
Bankr. E.D. Va. Case No. 09-51953
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/vaeb09-51953.pdf
In Re Robert D. Fenrick, Sr.
Sue A. Fenrick
Bankr. W.D. Wis. Case No. 09-18161
Chapter 11 Petition filed December 2, 2009
See http://bankrupt.com/misc/wiwb09-18161.pdf
In Re Joseph S. Rubanow
Bankr. Ariz. Case No. 09-31200
Chapter 11 Petition Filed December 3, 2009
Filed As Pro Se
In Re Matthew D. Schmitz
Meryl J. Schmitz
aka Rubanow
Bankr. Ariz. Case No. 09-31198
Chapter 11 Petition Filed December 3, 2009
Filed As Pro Se
In Re McDaniel Trucking, STJ Enterprises DBA
Bankr. Ariz. Case No. 09-31312
Chapter 11 Petition Filed December 3, 2009
See http://bankrupt.com/misc/azb09-31312.pdf
In Re P.P.A. Hotels, LLC
Bankr. W.D. Ark. Case No. 09-76140
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/arwb09-76140.pdf
In Re CIB Aquisition Group, LLC
Bankr. C.D. Calif. Case No. 09-44059
Chapter 11 Petition Filed December 3, 2009
See http://bankrupt.com/misc/cacb09-44059.pdf
In Re House of Cars, Inc.
Bankr. S.D. Calif. Case No. 09-18616
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/casb09-18616.pdf
In Re Limetree, Inc.
Bankr. N.D. Ga. Case No. 09-92047
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/ganb09-92047.pdf
In Re Victor Roy Loraso, Jr.
Jane Hernandez Loraso
Bankr. E.D. La. Case No. 09-13969
Chapter 11 Petition filed December 3, 2009
Filed as Pro Se
In Re Homeland Trio, LLC
Bankr. Md. Case No. 09-33644
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mdb09-33644.pdf
In Re Lewis W. Mandley, Sr.
Bankr. Md. Case No. 09-33647
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mdb09-33647.pdf
In Re Mandley Excavating Company, Inc.
Bankr. Md. Case No. 09-33635
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mdb09-33635.pdf
In Re R&L Realty Group, LLC
Bankr. Md. Case No. 09-33619
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mdb09-33619.pdf
In Re Daniel Adams
Bankr. Mass. Case No. 09-21729
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mab09-21729.pdf
In Re R & D Development Realty LLC
Bankr. Mass. Case No. 09-21771
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mab09-21771.pdf
In Re Edward Allen Knutson
Bankr. Minn. Case No. 09-38516
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/mnb09-38516.pdf
In Re Document Technologies, Inc.
Bankr. N.J. Case No. 09-42650
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/njb09-42650.pdf
In Re Moore Funeral Service, Inc.
Bankr. N.J. Case No. 09-42684
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/njb09-42684.pdf
In Re Frank's Steaks at Ryebrook, LLC
Bankr. E.D. N.Y. Case No. 09-79313
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/nyeb09-79313.pdf
In Re Edward P. Deets
Elizabeth L. Deets
aka Betty Deets
Bankr. M.D. Pa. Case No. 09-09379
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/pamb09-09379.pdf
In Re Frank D. Frazier
Kristy N. Frazier
Bankr. M.D. Tenn. Case No. 09-13876
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/tnmb09-13876.pdf
In Re William Edward Baldridge
Bankr. N.D. Texas Case No. 09-38331
Chapter 11 Petition Filed December 3, 2009
Filed As Pro Se
In Re Rocky Scrap Metal, Inc.
Bankr. S.D. Texas Case No. 09-39294
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/txsb09-39294.pdf
In Re RBP Construction, Inc.
Bankr. E.D. Va. Case No. 09-37936
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/vaeb09-37936.pdf
In Re Saratoga Food Group III, LLC
Bankr. E.D. Va. Case No. 09-75016
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/vaeb09-75016.pdf
In Re Best of Milwaukee, LLC
Bankr. E.D. Wis. Case No. 09-37309
Chapter 11 Petition filed December 3, 2009
See http://bankrupt.com/misc/wieb09-37309.pdf
In Re Carrigan Construction Company, LLC
Bankr. S.D. Ala. Case No. 09-15623
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/alsb09-15623.pdf
In Re Geoffrey S. Payne
Bankr. C.D. Calif. Case No. 09-44278
Chapter 11 Petition Filed December 4, 2009
See http://bankrupt.com/misc/cacb09-44278.pdf
In Re Mansour Soubby Mansour
Bankr. C.D. Calif. Case No. 09-26321
Chapter 11 Petition Filed December 4, 2009
Filed As Pro Se
In Re Thrive Restaurant, LLC
Bankr. N.D. Ga. Case No. 09-92149
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/ganb09-92149.pdf
In Re Management Services Inc.
dba MSI
dba MSI Landscaping
dba Scoops At Long Hill Orchard
dba MSI Site Work & Utility Construction
Bankr. Mass. Case No. 09-21824
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/mab09-21824.pdf
In Re Ahzar P. Khan
dba Khan, LLC
aka Azhar Pervaiz
aka Azhar Pervaiz Khan
Yasmeen Khan
aka Yasmeen Akbar
Bankr. W.D. Mich. Case No. 09-14269
Chapter 11 Petition Filed December 4, 2009
Filed As Pro Se
In Re Coastal Marble & Granite, LLC
Bankr. N.H. Case No. 09-14751
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/nhb09-14751.pdf
In Re Todd R. Amerman
dba Trace Service Company
Bankr. N.J. Case No. 09-42853
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/njb09-42853.pdf
In Re Dunn's Nursery and Garden Center
Bankr. N.M. Case No. 09-15562
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/nmb09-15562.pdf
In Re Double Down Transport, Inc.
Bankr. W.D. N.Y. Case No. 09-15702
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/nywb09-15702.pdf
In Re Global Enterprises Realty Co., Inc.
dba Global Enterprises Realty Corp.
Bankr. N.D. Ohio Case No. 09-21481
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/ohnb09-21481.pdf
In Re Little Meleo's, Inc.
Bankr. W.D. Pa. Case No. 09-28969
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/pawb09-28969.pdf
In Re Albert J. Sanders, Jr.
Bankr. S.C. Case No. 09-09094
Chapter 11 Petition Filed December 4, 2009
Filed As Pro Se
In Re Boydhunt Group, LLC
dba Kids World Learning Center
Bankr. E.D. Texas Case No. 09-61230
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/txeb09-61230.pdf
In Re Desiderio Lucio Camacuari
Bertha Alicia Martinez
Bankr. E.D. Va. Case No. 09-19927
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/vaeb09-19927.pdf
In Re MT 5 LLC
Bankr. E.D. Wash. Case No. 09-06750
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/waeb09-06750.pdf
In Re Premium Construction LLC
Bankr. E.D. Wash. Case No. 09-06747
Chapter 11 Petition filed December 4, 2009
See http://bankrupt.com/misc/waeb09-06747.pdf
In Re California Restaurants, Inc.
dba Citrus City Grille
Bankr. C.D. Calif. Case No. 09-23577
Chapter 11 Petition Filed December 5, 2009
See http://bankrupt.com/misc/cacb09-23577.pdf
In Re CCG Riverside, Inc.
dba Citrus City Grille
Bankr. C.D. Calif. Case No. 09-23578
Chapter 11 Petition Filed December 5, 2009
See http://bankrupt.com/misc/cacb09-23578.pdf
In Re Chatties, LLC
Bankr. Ariz. Case No. 09-31439
Chapter 11 Petition filed December 6, 2009
See http://bankrupt.com/misc/azb09-31439.pdf
In Re Derry Marie Berrigan
Bankr. W.D. Ark. Case No. 09-76166
Chapter 11 Petition filed December 6, 2009
See http://bankrupt.com/misc/arwb09-76166.pdf
In Re Khalil E. Elbanna
Bankr. M.D. Fla. Case No. 09-10269
Chapter 11 Petition filed December 6, 2009
See http://bankrupt.com/misc/flmb09-10269.pdf
In Re It's a Mish Mash Creamery, Inc.
Bankr. S.D. N.Y. Case No. 09-24278
Chapter 11 Petition filed December 6, 2009
See http://bankrupt.com/misc/nysb09-24278.pdf
In Re Westwood Dry Cleaners, Inc.
Bankr. E.D. Wis. Case No. 09-37376
Chapter 11 Petition filed December 6, 2009
See http://bankrupt.com/misc/wieb09-37376.pdf
In Re Dline, LLC
fdba Club Del Sol
Bankr. Ariz. Case No. 09-31504
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/azb09-31504.pdf
In Re Fahrenheit Tanning, LLC
Bankr. Ariz. Case No. 09-31503
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/azb09-31503.pdf
In Re Theresa Marie Gerstle Family Limited Partnership
Bankr. W.D. Ky. Case No. 09-36253
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/kywb09-36253.pdf
In Re Shuler Construction, Inc.
Bankr. M.D. Fla. Case No. 09-10304
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/flmb09-10304.pdf
In Re BT South, LLC
Bankr. Minn. Case No. 09-48307
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/mnb09-48307.pdf
In Re Jet Room, Inc.
Bankr. Nev. Case No. 09-32975
Chapter 11 Petition filed December 7, 2009
Filed as Pro Se
In Re Warren Durango, LLC
Bankr. Nev. Case No. 09-32951
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/nvb09-32951.pdf
In Re J F Deli, Inc.
Bankr. N.J. Case No. 09-42965
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/njb09-42965.pdf
In Re Margaret J. Weston Community Health Centers
fdba Rural Health Service, Inc.
aka Planned Parent Hood of Aiken, Inc.
fdba Margaret J. Weston Medical Centers
Bankr. S.C. Case No. 09-09173
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/scb09-09173.pdf
In Re SKS Enterprises, Inc.
Bankr. W.D. Va. Case No. 09-73079
Chapter 11 Petition filed December 7, 2009
See http://bankrupt.com/misc/vawb09-73079.pdf
*********
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 **